Cadbury Nigeria Plc

Annual report and financial statements For the year ended 31 December 2024

Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Content

Page

Financial highlights 2

Mission statement 3

Corporate information 4

Board of Directors and Company Secretary's profile 5

Directors' report 9

Statement of Directors' responsibilities 26

Certification of the audited financial statements 27

Report of the audit committee 28

Management annual assessment of, and report on Cadbury Nigeria PLC internal control over financial 29 reporting

Certification of management's assessment on internal control over financial reporting 30

Independent practitioner's report 32

Independent auditor's report 34

Statement of financial position 37

Statement of profit or loss and other comprehensive income 38

Statement of changes in equity 39

Statement of cash flows 40

Notes to the financial statements 42

Other national disclosures:

Securities trading policy 83

Value added statement 84

Five -Year financial summary 85

Cadbury's distributors 86

Cadbury Nigeria Plc

Annual report and financial statements For the year ended 31 December 2024

2

Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

MISSION STATEMENT

Cadbury Nigeria Plc is focused on nourishing and delighting our consumers with the right snacks. As a team, we are committed to our stakeholders and will do what is right for our environment.

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Corporate information

Board of Directors

Mr. Adedotun Sulaiman, MFR Mrs. Oyeyimika Adeboye

Mr Ogaga Ologe

Mr. Abhiroop Chuckarbutty (Indian) Ms. Bunmi Lawson

Mr. Sunil Parthasarathy (Indian) Mrs. Ibukun Awosika

Mrs. Kofo Akinkugbe

Company Secretary/Chief Counsel Mrs Olowe Folashade

Cadbury Nigeria Plc Lateef Jakande Road Agidingbi, Ikeja Lagos

Tel: +234-1-2717777

Registrar & Transfer Office

First Registrars and Investor Services Limited 2, Abebe Village

Iganmu, Lagos

Tel: +234 (1) 2799880

E-mail:[email protected]www.firstregistrarsnigeria.com

Registered Office Cadbury Nigeria Plc RC4151

Lateef Jakande Road Agidingbi, Ikeja Lagos

Tel: +234-1-2717777

E-mail:[email protected]Website:www.cadburynigeria.com

Bankers Access Bank Plc Citibank Nigeria Limited Citibank Europe Plc Uk Branch Fidelity Bank Plc

First Bank of Nigeria Limited

First City Monument Bank Limited Globus Bank Ltd

Stanbic IBTC Bank Limited Standard Chartered Bank Limited Sterling Bank Plc

Union Bank Of Nigeria Plc Zenith Bank Plc

Independent Auditor PricewaterhouseCoopers Chartered Accountants Landmark Towers,

Plot 5B, Water Corporation Road, Victoria Island,

Lagos.

Tel: +234 (1) 2711700

E-mail:[email protected]Website:www.pwc.com/ng

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Board of Directors and Company Secretary's Profile

Adedotun Sulaiman, MFR

Adedotun Sulaiman, MFR was appointed to the Board of Cadbury Nigeria Plc as a Non-Executive Director in August 2009. He was appointed Chairman of the Board with effect from 22nd July 2020.

Mr. Sulaiman, a renowned management and strategy consultant, has over 35 years of experience in transformational engagements in strategic plan development, organization design/review, human resource management, technology planning, and process re-engineering, in a career with Arthur Andersen & Co./Andersen Consulting/Accenture that spanned 32 years.

Mr. Sulaiman retired as Country Managing Director and Chairman of Accenture Nigeria in 2010, and has since then become an active corporate governance advocate and practitioner. He sat or sits on and/or chaired or chairs the board of several companies and not-for-profit organisations including ABSA Nigeria (formerly Barclays), SecureID Limited, Interswitch Limited, Cornerstone Insurance Plc, Arian Capital Management Limited, New Horizons Systems Solutions Limited, Parthian Partners Limited, Sundry Foods Limited, Beyond Credit Limited, Descasio Nigeria Limited, Advantage Health Africa Limited, Super Network Limited, the African Venture Philanthropy Alliance (AVPA), The Corona Schools Trust, Greensprings Schools, the Lagos Angel Network (LAN) and University of Lagos Advancement Board.

Mr. Sulaiman was the Chairman of the Financial Reporting Council of Nigeria (FRCN) from January 2017 to January 2021.

Oyeyimika Adeboye

Oyeyimika Adeboye joined the Board of Cadbury Nigeria Plc. as Finance and Strategy Director in November 2008. She was appointed as Managing Director of Cadbury Nigeria Plc on 1 April 2019 and Cluster Director ofInternational West Africa on 1 July 2019. Mrs. Adeboye is the chairman of the Board of Cadbury Ghana Limited.

Prior to joining theInternational group, Mrs. Adeboye was the Chief Financial Officer and Director of Finance at Nigerian Bottling Company Plc (NBC).

Mrs. Adeboye worked for the Nigeria Practice of the erstwhile accounting firm of Arthur Andersen & Co, and the London Practice of Midgley Snelling & Co, Chartered Accountants, where she also trained as an articled clerk after graduating with a Bachelor of Science Degree in Economics and Social Studies from University College Cardiff, Wales.

Mrs. Adeboye is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Institute of Chartered Accountants in Nigeria.

Mrs. Adeboye is a member of the Board of Odutola Holdings Limited, a family owned group of companies. She is also a member of the Board of Trustees of the Timothy Adeola Odutola Foundation, a family-owned philanthropic foundation set up for the purpose of providing educational, industrial and technological development of Nigerian youths who may be unable to gain access to tertiary education.

As part of her philanthropic work, Mrs Adeboye is a member of the Board of Trustees YEO Foundation which provides various initiatives to empower less privileged women. She also contributes her time to partner with Handmaidens WiLS, a Christian NGO, which seeks to mentor and empower professional women along an ethical career path.

Kofo Akinkugbe

Mrs. Kofo Akinkugbe OON, is a trail-blazing entrepreneur of tremendous energy and courage, passionate about innovative technology and committed to changing the narrative on manufacturing and gender perspectives in Africa

She is the founder/group CEO of SecureID Limited, a smartcard manufacturing and personalization company certified by MasterCard, VISA, Verve, ISO 9001, GSMA, GH-Link, GIMAC, CQM to manufacture bank ATM cards, telecom SIM cards and high security identity cards as well as government issued documents whilst serving clients in 21 countries across Africa. SecureID has a technology and fintech division SID Digital, with products like digital identity, payments and automated fare collection for transport systems. SecureID also has a transport division Transport Payment Solutions (TPS) with e-gate and turnstile infrastructure installed on various transport platforms: rail, road or water transport.

Mrs. Akinkugbe is a prize-winning graduate of Mathematics from the University of Lagos and a Chevening Scholar (MBA) Strathclyde Business School, Glasgow-UK. She has attended several international leadership and personal development programs at leading global institutions including the London Business School; INSEAD France; Lagos Business School (Chief Executive Program - CEP); and is an Alumnus of Harvard Business School (Owner/President Management - OPM).

She is a member of both the Nigerian Industrial Policy and Competitiveness Advisory Council, and theForum (a part of the Fintech Association of Nigeria). She equally serves as an Executive Committee Member at the Manufacturers Association of Nigeria

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Board of Directors and Company Secretary's Profile (Continued)

Kofo Akinkugbe (cont'd)

In 2022, the Federal Government of Nigeria in its continuous drive to appreciate and encourage high productivity, hard work and excellence among Nigerian entrepreneurs awarded Mrs. Kofo Akinkugbe the National Productivity Order of Merit (NPOM) award during the 19th National Production Day (NPD) at the State House, Abuja.

On October 2022, Mrs. Akinkugbe was conferred with Officer of the Order of the Niger (OON), atNational Honours Awards Investiture, by His Excellency Muhammadu Buhari, former President and Commander-in-Chief of the Armed Forces of the Federal Republic of Nigeria, in recognition of her tremendous contribution to themanufacturing and digital payment industry.

She sits on the board of several local and multinational corporate, philanthropic and humanitarian organizations alongside her role as wife and mother of two inspiring young women.

Ibukun Awosika

Ibukun Awosika is an African entrepreneur, author, international leader, and global culture shaper. She is the Chairman and CEO of The Chair Centre Group, a leading furniture and security systems provider in Nigeria. With an undergraduate degree in Chemistry from University of Ife and advanced degrees from various global institutions, including Lagos Business School, IESE Business School, Wharton and China European International Business School (CEIBS), Ibukun is both a student and leader of the world.

She serves as Chairman or board member on various corporate and non-profit boards around the world, cutting across education (IESE Business School, Imperial Gate Schools, Pan Atlantic University), energy (d-Light Inc.), IT (Digital Jewels Limited), manufacturing (Cadbury Nigeria Plc), retail (House of Tara International), financial services (Alitheia IDF Fund LP, Nigeria Advisory Board for Impact Investing), corporate governance (Convention on Business Integrity), advocacy (Women in Management, Business and Public Service), to mention a few. In addition to her work leading businesses, Ibukun Awosika is also committed to serving nations. She was recently appointed to the UK G7 impact Taskforce. She is a member of the Nigerian Economic Summit Group and served on the pioneer board of the Nigerian Sovereign Wealth Fund.

Over the years, she has received numerous awards locally and internationally. Her most recent recognitions are the 2020 Forbes Woman Africa Chairperson Award and the Beta Gamma Sigma 2020 Business Achievement Award. She is a fellow of the African Leadership Initiative and Aspen Global Leadership Network. She is also a recipient of three honorary Doctorate degrees.

Ibukun has spoken at numerous world conferences and platforms, including the Global Leadership Summit, where she shares her knowledge on several economic, leadership and faith-based topics. She is the founder of the Christian Missionary Fund, a faith-based organization that works with hundreds of missionaries spread across Nigeria to change lives through the provision of medical, educational, and general relief.

Ibukun Awosika is a woman of many firsts; she is the first female chairperson ofpremier bank, First Bank, the first Nigerian recipient of the prestigious International Women Entrepreneurial Challenge (IWEC) Award and the first African recipient of the International Friendship Award 2019 by the Queen of Spain.

As part of her commitment to investing in the next generation of business leaders, she started the 360 Executive Coaching series and The Life Series with Ibukun Awosika, which have directly impacted over 10,000 men and women and countless more across the world to date. She founded the Afterschool Graduate Development Centre, a career centre established to checkmate the high rate of unemployment in Nigeria. She is also a judge on JackBusiness Heroes program for African entrepreneurs.

Ibukun has multiple expressions beyond the boardroom. She is a seasoned author and shapes culture through her active involvement in media and purposeful entertainment. She featured in the highly rated Netflix Original blockbuster movie, Citation, and was the Executive Producer of God Calling, another exceptional movie which was released on Netflix in 2020.

She is happily married to Abiodun Awosika and they are blessed with three wonderful sons.

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Board of Directors and Company Secretary's Profile (Continued)

Sunil Parthasarathy

Sunil Parthasarathy was appointed to the Board of Cadbury Nigeria Plc as a Non-Executive Director effective 14th March 2018. Mr. Parthasarathy, has over 20 years' experience in Finance, he is currently the Finance Director for Mondelez Sub Saharan Africa.

Mr. Parthasarathy joined Cadbury Schweppes Plc in 2006 and has held a succession of senior finance roles in the Mondelez Group including Director of Accounting and External Reporting for Mondelez Asia Middle East and Africa (AMEA), Associate Director, Accounting and External Reporting, India, Supply Chain Finance Controller, Cadbury Schweppes Australia and New Zealand, and Financial Planning and Analysis Manager, Cadbury Schweppes Asia Pacific.

Prior to joining Cadbury Schweppes, Mr. Parthasarathy spent six years in a variety of Finance roles with Procter and Gamble Asia. Mr. Parthasarathy is an Associate of the Institute of Chartered Accountants of India.

Bunmi Lawson

Ms. Bunmi Lawson is the pioneer MD/CEO of EDFIN MfB Ltd; the first specialized Education MfB with unique and well researched products and services tailored to cater for the needs of its customers and the Education Ecosystem. Its shareholders include Gray Matters Capital, an impact investment company based in the USA

Prior to joining EDFIN, Bunmi was the pioneer MD of ACCION MfB, one of the largest MfB in Nigeria. She was instrumental in its growth to a national bank covering 23 states with 62 branches. She was also an Executive Director of FATE Foundation Ltd/Gte, a leading business development service provider, a co-owner and ED of VLA Lawrence & Associates, a leading HR services organization and has over 32 years post graduate experience in finance, insurance, marketing, auditing and banking.

Ms. Lawson holds adegree in business administration from the IESE Business School, University of Navarra, is an alumnus of the Lagos Business School, a Fellow of the Institute of Chartered Accountants of Nigeria and a Member of the Chartered Institute of Bankers of Nigeria. She is also a Fellow of the following institutes: Institute of Credit Administration of Nigeria, Institute of Credit & Collections Management of Nigeria, and Association of Investment Advisers & Portfolio Managers of Nigeria.

Bunmi is a director on the following boards: Trium Venture Capital Ltd; Chairman of the board of Fiducia Clearing Limited, Vice President Women in Finance, Nigeria and Board Trustee, Fintech Association of Nigeria and was formerly a director in EFInA, Enhancing Financial Innovation and Access and of CRC Credit Bureau Ltd as well as a former Advisory Board Member of Bridge International Academies, Nigeria.

She has attended several courses both locally and internationally at renowned institutions including Harvard Business School, INSEAD and the Boulder Institute for Microfinance and has successfully completed the CBN/CIBN Microfinance Certification Programme. She has presented several lectures/speeches both locally and internationally in Microfinance and other areas of capacity building for small scale industries and young entrepreneurs, SME Financing and been part of special workgroups on various topics bothering on several aspects of the Nigerian economy.

Abhiroop Chuckarbutty

Abhiroop Chuckarbutty (Abhi) is Business Unit President for Sub Saharan Africa (SSA) and is a member of the Asia Pacific, Middle East and Africa (AMEA) Leadership Team. In his role, Abhi is responsible for driving the operational strategy and long-term growth of the SSA markets.

Abhi joinedInternational from Lipton Teas and Infusions, where he was President of the Africa, Middle East & Turkey business unit, a business which he was responsible for setting up as a standalone entity from Unilever. Prior to this role, Abhi had spent more than two decades in Unilever having started his career at Hindustan Unilever Limited, the Indian arm of Unilever with roles in sales, media and marketing. His last role at Unilever was as VP Foods and Refreshments for North Africa Middle East.

With a diverse range of experience in consumer-packaged goods (CGP), Abhi has strong consumer, customer, and execution capabilities in the region. Abhi is married to Chaitali, and they have a daughter'.

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

Board of Directors and Company Secretary's Profile (Continued)

Afolasade Olowe

Afolasade joined Cadbury Nigeria Plc. as Company Secretary in October 2024. Afolasade Olowe is a seasoned corporate counsel with over two decades of experience in corporate commercial practice and corporate governance. Her expertise cuts across different aspects of law including but not limited to Corporate Law and Governance, Regulatory Advisory and Compliance, Labour & Employment, Mergers & Acquisition, Immigration etc.

Afolasade acquired legal practice experience in two ofupper tier full-service commercial law firms where she developed firsthand skills in her areas of expertise in corporate commercial practice, Company Secretarial and Corporate Governance practice.

Prior to joining Cadbury Nigeria Plc, she was Senior Counsel and Company Secretary at Unilever Nigeria Plc. During her tenure at Unilever, she led the legal team in providing tailored legal advisory insights and direction to the organisation on diverse aspect of law relating to the operations of the business. Furthermore, as Company Secretary, she ensured the entrenchment of good corporate governance within the board as well as the entire organisation.

She is a member of the Institute of Chartered Secretaries and Administrators of Nigeria and the Nigerian Bar Association. She holds an MBA from the Henley Business School, University of Reading, United Kingdom.

Afolasade is keen on social good causes and is most especially passionate about girl-child development; and as a personal goal, gives of her time to assisting the girl-child achieve their full potential through mentoring.

She has been recognized as one of the leading General Counsels in Nigeria by her inclusion on the GC Powerlist Nigeria by Legal500.com

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Cadbury Nigeria Plc

Annual report and financial statements

For the year ended 31 December 2024

For the year ended 31 December 2024

The Directors are pleased to present to the members, their Annual Report together with the audited financial statements for the year ended 31 December 2024.

Directors' responsibilities in relation to the financial statements

The Directors accept responsibility for the preparation of the annual financial statements that give a true and fair view in accordance with the IFRS Accounting Standards and in the manner required by the Companies and Allied Matters Act of Nigeria, 2020 and the Financial Reporting Council of Nigeria Act, 2023.

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act of Nigeria 2020 and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.

The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the Company will not remain a going concern for at least twelve months from the date of this statement.

Principal activities

Cadbury Nigeria Plc was incorporated in Nigeria on 9 January 1965 as a company limited by shares. It became a publicly listed Company with its shares traded locally on the Nigerian Stock Exchange in 1976. The Company's registered address is Lateef Jakande Road, Ikeja and is principally engaged in the manufacture and sale of branded fast moving consumer goods mostly to the Nigerian market, but also for exports in West Africa. The Company also produces a wide range of intermediate products such as cocoa butter, liquor, cake and powder. The cocoa butter, cake and liquor are exported to a wide range of international customers.

The Product range

The Company's brands fall into three principal categories, namely Cocoa Beverages, Gum and Candy and Intermediate Cocoa Products. CADBURY BOURNVITA, CADBURY 3-in-1 HOT CHOCOLATE, are the main brands in the Cocoa beverage category, while TOMTOM CLASSIC, CANDY CARAMEL,CANDY COFFEE, BUTTERMINT AND CLORETS are the main brands in the Gum and Candy stable. COCOA POWDER, COCOA CAKE AND COCOA BUTTER are the main products for the Intermediate Cocoa Products.

The Cocoa Processing factory in Ondo State produces a range of intermediate products such as cocoa butter, liquor and powder. The cocoa butter and liquor are exported to a wide range of international customers while the cocoa powder is majorly consumed locally. The entire cocoa powder required for production at the Ikeja Plant is sourced from the Cocoa Processing factory.

Shareholding

Cadbury Nigeria Plc is owned 79.39% (2023: 74.97%) by Cadbury Schweppes Overseas Limitedincorporated in the United Kingdom while CSOL is owned byInternational(formerly Krfat Foods Inc.) 20.61% (2023: 25.03%) is owned by a highly diversified spread of individual and institutional shareholders. Other than CSOL, no other shareholder held more than 5% of the issued share capital of the Company as at 31 December 2024 (2023: Nil).

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