UAC OF NIGERIA : QUARTER 3 - FINANCIAL STATEMENT FOR 2023

UAC of Nigeria PLC

Unaudited Condensed Consolidated Financial Statements for the 9 months period ended 30 September 2023

UAC of Nigeria PLC

Unaudited condensed consolidated financial statements for the 9 months period ended 30 September 2023

Content	Page
Investor relations statement	1
Unaudited financial statements
Condensed consolidated statement of profit or loss and other comprehensive income	2
Condensed consolidated statement of financial position	3
Condensed consolidated statement of changes in equity	4
Condensed consolidated statement of cash flows	5
Notes to the condensed consolidated financial statements	6
Shareholding structure/free float status	30

UAC of Nigeria PLC

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the 9 months period ended 30 September 2023

		3 months to	9 months to	3 months to	9 months to
		September 2023	September 2023	September 2022	September 2022
	Notes	N'000	N'000	N'000	N' 000
Continuing operations
Revenue	3	28,657,364	81,527,499	25,762,697	77,804,835
Cost of sales	7	(23,138,377)	(67,389,937)	(22,380,971)	(65,485,755)

Gross profit		5,518,987	14,137,562	3,381,726	12,319,080
Dividend income	4	-	17,125	-	8,325
Other operating income	5	8,114,958	8,550,593	511,818	1,167,925
Impairment loss on assets	6	(1,344,272)	(1,415,689)	(27,545)	(57,937)
Selling and distribution expenses	7	(2,367,406)	(6,544,827)	(2,426,033)	(6,196,472)
Administrative expenses	7	(2,787,980)	(7,645,719)	(2,292,279)	(6,482,463)
Operating (loss)/profit		7,134,286	7,099,045	(852,313)	758,458
Finance income	8	29,724	4,390,571	444,493	569,032
Finance cost	8	(867,553)	(2,511,454)	(719,750)	(2,384,403)
Net finance (cost)/income		(837,829)	1,879,117	(275,257)	(1,815,371)
Share of profit/(loss) from associates using the equity method	15	144,046	625,026	20,086	(38,225)
Profit/(Loss) before tax		6,440,504	9,603,188	(1,107,484)	(1,095,138)
Income tax expense	9	(958,338)	(2,893,271)	(197,837)	(887,621)
Profit/(Loss) after tax for the period from continuing operations		5,482,166	6,709,917	(1,305,321)	(1,982,759)
Discontinued operations
Loss after tax for the period from discontinued operations		-	-	12,731	(25,820)
Profit/(Loss) for the period		5,482,166	6,709,917	(1,292,590)	(2,008,579)

Other comprehensive income:

Items not to be subsequently recycled to profit or loss

Net changes in fair value of financial assets

Share of other comprehensive income/(loss) of associates using the equity method

14	(6,250)	63,000	(7,875)	(51,000)
15	8,575	51,451	(28,579)	(77,176)

Other comprehensive income/(loss) for the period net of tax		2,325	114,451	(36,454)	(128,176)
Total comprehensive income/(loss) for the period net of tax		5,484,491	6,824,368	(1,329,044)	(2,136,755)
Profit/(Loss) attributable to:
Equity holders of the parent		5,650,758	7,199,538	(830,035)	(1,356,782)
Non controlling interests		(168,592)	(489,621)	(462,555)	(651,797)
		5,482,166	6,709,917	(1,292,590)	(2,008,579)
Total comprehensive income/(loss) attributable to:
Equity holders of the parent		5,653,083	7,313,989	(866,489)	(1,484,958)
Non controlling interests		(168,592)	(489,621)	(462,555)	(651,797)
		5,484,491	6,824,368	(1,329,044)	(2,136,755)
Earnings per share attributable to owners of the parent during the period
(expressed in Kobo per share):
Basic earnings per share
From continuing operations (Kobo)	10	193	246	(29)	(46)
From discontinued operations (Kobo)	10	-	-	0	(1)
From profit/(loss) for the period (Kobo)		193	246	(29)	(47)
Diluted earnings per share
From continuing operations (Kobo)	10	193	246	(29)	(46)
From discontinued operations (Kobo)	10	-	-	0	(1)
From profit/(loss) for the period (Kobo)		193	246	(29)	(47)

2

UAC of Nigeria PLC

Condensed Consolidated Statement of Financial Position

As at 30 September 2023

		30 September 2023	31 December 2022
	Notes	N' 000	N' 000
Assets
Non-current assets
Property, plant and equipment	11	26,699,350	25,043,411
Intangible assets and goodwill	12	3,322,854	3,626,747
Investment properties	13	1,628,727	2,435,360
Equity instrument at fair value through other comprehensive income	14	218,750	514,965
Investments in associates	15	9,188,473	8,511,997
Debt instrument at amortised cost	16	3,403,121	2,232,103
Right of use assets	18	1,391,290	1,471,771
Trade and other receivables	20	2,146,881	2,146,881
Finance lease receivable	20.1	10,372	10,372
Total non-current assets		48,009,819	45,993,607
Current assets
Right of return assets	17	4,683	4,683
Inventories	19	27,281,333	24,396,400
Trade and other receivables	20	7,316,997	6,693,502
Finance lease receivable	20.1	-	600
Cash and cash equivalents	21	22,031,002	16,196,969
Total current assets		56,634,016	47,292,154
Non-current assets held for sale	32	541,850	541,850
Total assets		105,185,685	93,827,611
Equity and Liabilities
Ordinary share capital	30	1,463,065	1,463,065
Share premium		14,647,616	14,647,616
Fair value reserve		182,266	67,815
Equity settled share based payment reserve		525,825	342,870
Other reserve		91,923	91,923
Retained earnings		31,889,009	25,350,422
Equity attributable to equity holders of the Parent		48,799,704	41,963,711
Non controlling interests		2,274,953	3,316,500
Total equity		51,074,657	45,280,211
Liabilities
Non-current liabilities
Lease liability	18	685,191	569,940
Borrowings	22	2,671,423	2,467,290
Government grant	25	132,052	132,052
Deferred tax liabilities	23	3,339,828	2,708,129
Employee benefits	29	75,960	68,122
Provisions	28	34,080	34,080
Total non-current liabilities		6,938,534	5,979,613
Current liabilities
Current income tax liabilities	9	4,751,225	3,997,168
Refund liabilities	17	4,572	4,924
Lease liability	18	746,790	789,007
Current portion of borrowings	22	17,244,581	16,537,153
Trade and other payables	24	17,411,070	13,352,005
Contract liabilities	26	1,511,948	2,311,875
Dividend payable	27	5,475,272	5,451,070
Government grant	25	20,489	92,167
Provisions	28	6,548	32,418
Total current liabilities		47,172,494	42,567,787
Total liabilities		54,111,028	48,547,400
Total equity and liabilities		105,185,685	93,827,611

The financial statements and the notes on pages 6 to 30 were approved and authorised before issue by the board of directors on 27 October 2023 and were signed on its behalf by:

Mr. Dan Agbor	Mr. Folasope Aiyesimoju	Mrs. Funke Ijaiya-Oladipo
Chairman	Group Managing Director	Group Finance Director
FRC/2013/NBA/00000001748	FRC/2019/IODN/00000019806	FRC/2021/001/00000022822

3

UAC of Nigeria PLC

Condensed Consolidated Statement of Changes in Equity

for the 9 months period ended 30 September 2023								-
				Attributable to owners of the Company
							Equity Settled
							Share-based
		Share	Share	Contingency	Fair value	Other	Payment	Retained		Non controlling
	Notes	Capital	Premium	Reserve	Reserve	Reserve	Reserve	Earnings	Total	Interests	Total
		N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000
Total equity at 1 January 2023		1,463,065	14,647,616	-	67,815	91,923	342,870	25,350,422	41,963,711	3,316,500	45,280,211
Profit/(Loss) for the period		-	-	-	-	-	-	7,199,538	7,199,538	(489,621)	6,709,917
Other comprehensive income		-	-	-	114,451	-	-	-	114,451	-	114,451
Net changes in equity settled share-based payment		-	-	-	-	-	182,955	-	182,955	-	182,955
Transaction with Equity holders
Net Impact of UFL merger	27							33,865	33,865	(33,865)	-
Purchase of NCI shares on account of UFL merger	27	-						798	798	(37,630)	(36,832)
Changes in ownership due to UFL merger with SWAN	27	-	-	-	-	-		(51,846)	(51,846)	51,846	-
Share issue cost in respect of UFL merger		-						(20)	(20)	-	(20)
Dividend declared	27	-	-	-	-	-		(643,749)	(643,749)	(532,276)	(1,176,025)
Balance at 30 September 2023		1,463,065	14,647,616	-	182,266	91,923	525,825	31,889,009	48,799,704	2,274,953	51,074,657
Total equity at 1 January 2022		1,440,648	14,174,606	69,571	215,845	91,923	98,931	29,889,951	45,981,475	4,856,831	50,838,306
Loss for the period		-	-	-	-	-		(1,356,782)	(1,356,782)	(651,797)	(2,008,579)
Other comprehensive loss		-	-	-	(128,176)	-	-	-	(128,176)	-	(128,176)
Net changes in equity settled share-based payment					-	-	182,954	-	182,954	-	182,954
Transactions with Equity holders
Scrip issue subscription by owners of parent		22,417	473,010	-		-		-	495,427		495,427
Scrip issue subscription by non controlling interest										16,431	16,431
Payment to non controlling interest by UNICO										(8,481)	(8,481)
Dividend declared	27	-	-	-	-	-		(1,872,842)	(1,872,842)	(536,687)	(2,409,529)
Changes in NCI due to scrip issue by CAP	27	-	-	-	-	-		63,490	63,490	(63,490)	-
Balance at 30 September 2022		1,463,065	14,647,616	69,571	87,669	91,923	281,885	26,723,817	43,365,546	3,612,807	46,978,353
								-		-

4

UAC of Nigeria PLC

Condensed Consolidated Statement of Cash Flows for the 9 months period ended 30 September 2023

		The Group
		30 September 2023	30 September 2022
	Notes	N' 000	N'000
Cash flows from operating activities
Cash generated used in operations	31	5,764,502	4,268,706
Corporate tax paid	9	(1,483,021)	(1,078,594)
Net cash flows generated/(used in) operating activities		4,281,481	3,190,112
Cash flows from investing activities
Purchase of property, plant and equipment	11	(4,160,966)	(4,804,655)
Purchase of intangible assets	12	(51,721)	(328,093)
Proceeds from sale of property, plant and equipment		7,828,887	30,867
Proceeds from sale of Intangible asset		6,440	-
Proceeds from disposal of investment properties		564,415	460,000
Investment in equity instruments measured at fair value through other
comprehensive income	14	(91,929)	(137,862)
Refund from investment measured at fair value through other
comprehensive income	14	-	497
Investment in debt instrument	16	-	(297,834)
Proceeds from matured debt instrument	16	183,936	216,009
Lease prepayment	18	-	(180,430)
Dividend received		17,125	8,325
Interest received		1,143,516	696,530
Net cash flows generated/(used in) investing activities		5,439,703	(4,336,646)
Cash flows from financing activities
Repayment of lease liability principal	18	(339,073)	(410,451)
Proceeds from borrowings	22	22,355,875	58,668,096
Repayment of borrowings	22	(22,378,977)	(53,976,133)
Interest paid on loans	22	(1,657,552)	(1,194,127)
Dividend refund to registrar	27	-	(206,981)
Dividends paid to non-controlling interests	27	(532,276)	(520,159)
Dividends paid to Company shareholders	27	(643,749)	(1,377,415)
UFL Merger share issue cost		(20)
Payment to non-controlling interest by UNICO		-	(8,481)
Purchase of NCI shares	27	(12,629)	-
Net cash flows used in financing activities		(3,208,401)	974,349
Cash & cash equivalents at the beginning of the year		16,197,688	11,410,812
Net increase in cash & cash equivalents		6,512,783	(172,185)
Cash & cash equivalents at the end of the period	21	22,710,471	11,238,627

5

UAC of Nigeria Plc

Notes to the condensed consolidated financial statements for the 9 months period ended 30 September 2023

1. General information

UAC of Nigeria PLC (the "Company") is a company incorporated and domiciled in Nigeria. The Company is a public limited company listed on The Nigerian Exchange Limited and its registered office is at 1-5 Odunlami Street, Marina, Lagos.

UAC of Nigeria PLC and its subsidiaries (together "the Group") is a diversified business with activities in the following principal sectors: Animal Feeds and Other Edibles, Paints, Packaged Food and Beverages, Quick Service Restaurants, Logistics and Real Estate.

2. Summary of Significant Accounting Policies 2.1 Basis of Preparation

This condensed consolidated financial statement for the period ended 30 September 2023 has been prepared in accordance with IAS 34 Interim Financial Reporting. The financial statements have been prepared on a historical cost basis except for investment property measured at fair value and financial instruments measured at fair value through other comprehensive income.

2.2 Accounting Policies

The accounting policies adopted are consistent with those for the period ended 31 December 2022.

2.3 Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2022.

2.4 Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

This condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the company's annual financial statements as at 31 December 2022. There have been no changes in the risk management structure since year end or in any risk management policy.

2.5 Securities Trading Policy

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule) UAC of Nigeria PLC maintains an effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy is regularly reviewed and updated by the Board. The Company has made specific inquiries of all the directors and other insiders and is not aware of any infringement of the policy during the period.

2.6 Management Assessment of Internal Control

The management of UAC of Nigeria PLC and its subsidiary companies are responsible for establishing and maintaining adequate internal control over financial reporting. The group's internal control system was designed to provide reasonable assurance to the Board of Directors regarding the preparation and fair representation of published financial statements. The Group's internal controls were assessed within the reporting period and were deemed to be effective as of 30 September 2023.

2.7 New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2022, except for the adoption of new standards effective as of 1 January 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2023, but do not have an impact on the condensed consolidated financial statements of the Group.

6

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements for the 9 months period ended 30 September 2023

3. Segment Analysis

The Group

The chief operating decision-maker has been identified as the Executive Committee (EXCO), made up of the management of the Company. The EXCO reviews the Group's internal reporting in order to assess performance and allocate resources.

Management has determined the operating segments based on these reports.

The Group has identified the following as segments:

Animal Feeds & Other Edibles- Made up of business units involved in the manufacturing and sale of livestock feeds and edible oil.

Paints - Made up of a business unit involved in the manufacturing and sale of decorative and protective paints.

Packaged Food & Beverages - Made up of a business unit involved in the manufacturing and sale of bottled water, snacks and ice-cream.

QSR (Quick Service Restaurants) - Made up of a business unit involved in the making and sale of snacks and meals.

Others - This is a non-reportable segment made up of the corporate head office.

The following measures are reviewed by Exco; with Profit Before Tax taken as the segment profit. - Revenue from third parties

- Operating profit - Profit before tax

- Property, plant and equipment - Net assets

	Animal Feeds &	Paints	Packaged Food	QSR	Others	Total
	Other Edibles	& Beverages
30 September 2023	N' 000	N' 000	N' 000	N' 000	N' 000	N' 000
Revenue from contracts with customers	45,991,539	15,263,368	19,560,977	2,777,440	675,333	84,268,657
Rental income	-	-	-	-	96,329	96,329
Total Revenue	45,991,539	15,263,368	19,560,977	2,777,440	771,662	84,364,986
Intergroup revenue	(2,109,011)	-	(124,778)	-	(603,698)	(2,837,487)
Revenue from third parties	43,882,528	15,263,368	19,436,199	2,777,440	167,964	81,527,499
Operating profit/(loss)	(1,221,362)	1,664,744	1,083,172	(457,673)	6,030,164	7,099,045
Profit/(loss) before tax	(2,776,633)	2,326,333	1,764,755	(692,538)	8,981,272	9,603,188
Profit/(Loss) after tax for the year from discontinued operations	-	-	-	-	-	-
Property, plant and equipment	12,500,819	2,331,172	9,975,631	1,058,676	833,053	26,699,350
Net assets	9,562,102	6,895,386	9,444,177	(1,678,662)	26,851,655	51,074,657

7

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements for the 9 months period ended 30 September 2023

	Animal Feeds &	Paints	Packaged Food	QSR	Others	Total
	Other Edibles	& Beverages
30 September 2022	N' 000	N' 000	N' 000	N' 000	N' 000	N' 000
Revenue from contracts with customers	45,481,764	13,060,626	18,215,533	2,144,044	479,165	79,381,132
Rental income	-	-	-	-	158,492	158,492
Total Revenue	45,481,764	13,060,626	18,215,533	2,144,044	637,657	79,539,624
Intergroup revenue	(1,197,387)	(1,072)	(107,372)	-	(428,958)	(1,734,789)
Revenue from third parties	44,284,377	13,059,554	18,108,161	2,144,044	208,699	77,804,835
Operating profit/(loss)	(1,708,197)	1,880,505	535,349	(435,309)	486,110	758,458
Profit / (Loss) before tax	(3,369,863)	1,952,478	477,272	(547,198)	392,173	(1,095,138)
Loss after tax for the year from discontinued operations	-	-	-	-	(25,820)	(25,820)
Property, plant and equipment	12,672,884	2,118,340	8,453,282	947,227	937,424	25,129,157
Net assets	14,357,429	5,270,318	8,732,235	(707,490)	19,325,861	46,978,353
Entity wide information
					30 September	30 September
					2023	2022
Analysis of revenue by category:					N'000	N'000
Revenue from contracts with customers					81,440,907	77,653,806
Rental income					86,592	151,029
					81,527,499	77,804,835
					30 September	30 September
					2023	2022
Analysis of revenue by geographical location:					N'000	N'000
Nigeria					81,527,499	77,804,835
Others					-	-
					81,527,499	77,804,835

Concentration risk

The Group is not exposed to any concentration risk, as there is no single customer with a contribution to total revenue of more than 10%.

8

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements for the 9 months period ended 30 September 2023

Disaggregated Revenue

Group

		For the period ended 30 September 2023
Segments	Animal Feeds &	Paints	Packaged Food &	QSR	Others	Total
Other Edibles	Beverages
	N'000	N'000	N'000	N'000	N'000	N'000
Revenue from contracts with customers
Sale of goods	43,882,528	15,252,008	19,436,199	2,777,440	-	81,348,175
Rendering of service	-	11,360	-	-	167,964	179,324
	-------------	-------------	-------------	-------------	-------------	-------------
Total	43,882,528	15,263,368	19,436,199	2,777,440	167,964	81,527,499
	=======	=======	=======	=======	=======	=======
Geographical Markets
Nigeria	43,882,528	15,263,368	19,436,199	2,777,440	167,964	81,527,499
Outside Nigeria	-	-	-	-	-	-
	-------------	-------------	-------------	-------------	-------------	-------------
Total	43,882,528	15,263,368	19,436,199	2,777,440	167,964	81,527,499
	=======	=======	=======	=======	=======	=======
Timing of revenue
Goods transferred at a point in time	43,882,528	15,252,008	19,436,199	2,777,440	-	81,348,175
Services transferred over time	-	11,360	-	-	167,964	179,324
	-------------	-------------	-------------	-------------	-------------	-------------
	43,882,528	15,263,368	19,436,199	2,777,440	167,964	81,527,499
	=======	=======	=======	=======	=======	=======
		For the period ended 30 September 2022
Segments	Animal Feeds &	Paints	Packaged Food &	QSR	Others	Total
Other Edibles	Beverages
	N'000	N'000	N'000	N'000	N'000	N'000
Revenue from contracts with customers
Sale of goods	44,284,377	12,998,708	18,108,161	2,144,044	-	77,535,290
Rendering of service	-	60,846	-	-	208,699	269,545
	-------------	-------------	-------------	-------------	-------------	-------------
Total	44,284,377	13,059,554	18,108,161	2,144,044	208,699	77,804,835
	=======	=======	=======	=======	=======	=======
Geographical Markets
Nigeria	44,284,377	13,059,554	18,108,161	2,144,044	208,699	77,804,835
Outside Nigeria	-	-	-	-	-	-
	-------------	-------------	-------------	-------------	-------------	-------------
Total	44,284,377	13,059,554	18,108,161	2,144,044	208,699	77,804,835
	=======	=======	=======	=======	=======	=======
Timing of revenue
Goods transferred at a point in time	44,284,377	12,998,708	18,108,161	2,144,044	-	77,535,290
Services transferred over time	-	60,846	-	-	208,699	269,545
	-------------	-------------	-------------	-------------	-------------	-------------
	44,284,377	13,059,554	18,108,161	2,144,044	208,699	77,804,835
	=======	=======	=======	=======	=======	=======

9