Quarter 5 - financial statement for 2025

Corporate Information 3

Report of the Directors 4

Corporate governance report 8

Report of the External Consultants on the Appraisal of the Board of Directors 13

Statement of Directors' Responsibilities in relation to the Preparation of the Financial Statements 14

Statement for Corporate Responsibilities for the Financial Statements 15

Report of the Audit Committee 16

Certificate of Management Assessment of Internal Control over Financial Reporting 17

Management's annual assessment of, and report on the entity's Internal Control over Financial Reporting 18

Independent auditor's attestation report on management's assessment of Internal Control over Financial

Reporting 19

Independent Auditor's Report 21

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 26

Consolidated and Separate Statements of Financial Position 27

Consolidated and Separate Statements of Changes in Equity 29

Consolidated and Separate Statements of Cash Flows 30

Notes to the Consolidated and Separate Financial Statements 32

Other National Disclosures:

Value Added Statement - Group & Company 93

Five-year financial Summary - Group 94

Five-year financial Summary - Company 95

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS, CONSOLIDATED AND SEPARATE AUDITED FINANCIAL STATEMENTS AND OTHER NATIONAL DISCLOSURES

FOR THE YEAR ENDED 31 MARCH 2025 CORPORATE INFORMATION

DIRECTORS

Mr. Wahab. B. Dabiri Mr. Olugbenga Ladipo Mr. Paul Aderibigbe

Mrs. Oluwakemi Ogunnubi Mr. Oyewole Olaoye

Mr. Pritchard David (British) Mrs. Folashade. B. Omo-Eboh Mr. Femi Akingbe

Chairman

Managing Director/Chief Executive Officer Executive Director

Executive Director

Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

REGISTERED OFFICE: 28/32, Industrial Avenue, Ilupeju Industrial Estate, Ilupeju, Lagos.

Tel: 09030001367, 09030001368 & 08023226702

Email: applc@academy press- plc.com https://www.academypress-plc.com

INDEPENDENT AUDITOR Ernst & Young

10th & 13th Floors, UBA House 57, Marina, Lagos

Nigeria

E-mail: services@ng.ey.com

SOLICITOR Steam Solicitors & Co

OPIC Plaza, 1st Floor suite 117 Mobolaji Bank - Anthony Way

` Ikeja Lagos

Nigeria

BANKERS First Bank of Nigeria Limited Guaranty Trust Bank Plc Union Bank of Nigeria Plc Wema Bank Plc

Zenith Bank Plc.

First City Monument Bank Fidelity Bank Plc

United Bank for Africa Plc Sterling Bank Plc

Access Bank Plc Globus Bank EcoBank Nigeria Unity Bank PLC

REGISTRAR Pace Registrars Limited,

Knight Frank Building (8th floor), 24, Campbell Street, Lagos.

Tel: 01-2635607, 01-7303445,01-2805538

E-mail: Info @ paceregistrars.Com

SECRETARY Alpha-Genasec Limited,

Krestal Laurel Complex (4th Floor), 376,Ikorodu road, Maryland, Ikeja, Lagos Tel: 234(0)8062272121

E-mail: alpha-genasec@bakertilly.com

The Directors have the pleasure in presenting their report on the affairs of Academy Press Plc ("the Company") together with its subsidiaries ("the Group"), the consolidated and separate audited financial statements of the Group and the Company and other national disclosures for the year ended 31 March 2025.

Legal form

Academy Press Plc was incorporated in Nigeria as a private limited liability Company on the 28th of July 1964 and by a special resolution became a public limited liability Company on the 22nd of October 1991. The certificate of incorporation number for the Company is RC 3915.The Company offered its shares to the public in November 1994 and these shares were listed on the Nigerian Stock Exchange on the 15th of June 1995.

Principal activities

The Company carries on its business as printers of educational and general books, commercial printing of diaries, labels, calendars, periodicals, annual reports, confidential and other printing. The subsidiaries are involved in security printing, flexibility printing and light packaging.

Statement of affairs

In the opinion of the Directors, the state of the Group's and the Company's affairs is satisfactory and there has been no material change since the reporting date which would affect the financial statements as presented.

The directors have recommended a dividend payment of 15k per share for the year ended 31 March 2025 which is subject to approval by the shareholders at the forthcoming Annual General Meeting (2024:10k).

Property, plant and equipment

Information relating to movement in property, plant and equipment is shown in Note 17 to the financial statements. In the opinion of the Directors, the market values of the Group's and the Company's properties are not less than the value shown in consolidated and separate financial statements.

Directors' interest in contracts

None of the Directors has notified the Group and the Company for the purpose of Section 303 of the Companies and Allied Matters Act, 2020 of any disclosable interest in contracts with which the Group and the Company are involved as at 31 March 2025.

Donations

The group and the Company made a donation of N3,374,091 to Ilupeju Senior/Junior Secondary School for the installation of Solar Inverter for the use of the School during the year ended 31 March 2025 (2024: NIL). In accordance with Section 43(2) of the Companies and Allied Matters Act, 2020, the Group and the Company did not make any donation or gift to any political party, political association or for any political purpose in the course of the year ended 31 March 2025 (2024: NIL).

Directors

The names of the Directors at the date of this report and of those who held office during the year are as follows:

Mr. Wahab. B. Dabiri Chairman

Mr. Olugbenga Ladipo Managing Director/Chief Executive Officer

Mr. Paul Aderibigbe Executive Director

Mrs. Folashade. B. Omo-Eboh Non-Executive Director

Mr. Pritchard David (British) Non-Executive Director

Mr. Oyewole Olaoye Non-Executive Director

Mr. Femi Akingbe Non-Executive Director

Mrs. Oluwakemi Ogunnubi Finance Director

SHARE HOLDINGS AND SUBSTANTIAL INTEREST IN SHARES

The issued and fully paid share capital of the Group as at 31 March 2025 was beneficially owned as follows:

31 March 2025 31 March 2024

Name

Alidan Investment Limited

West African Book Publishers Limited Others

Name Principal activities Country of

incorporation

% of equity interest

2025 2024

Lithotec Limited Printing services Nigeria 100.00% 100.00% Academy Press

Specialised Printing Services Limited

(APSPSL) Printing services Nigeria 63.57% 63.57%

Directors' interest in shares

Directors' interest in the issued share Capital of the Company as recorded in the register of Members and/or as notified by them for the purpose of Section 301 and 302 of the Companies and Allied Matters Act, 2020 and in compliance with the listing requirements of the Nigerian Stock Exchange are as follows:

As at 31 March 2025 As at 31 March 2024

Employment and employees

Employment of Physically Challenged Persons

It is the Group and the Company's policy that there is no discrimination in considering applications for employment including those from physically challenged persons. All employees whether or not physically challenged are given equal opportunities to develop their expertise and knowledge and to qualify for promotion in furtherance of their careers. The Company has two (2) physically challenged person in her employment as at 31 March 2025 and in its comparative year 2024.

Welfare

The Group and the Company is registered with a Health Management Organisation (HMO) - (Reliance HMO Limited). Staff, spouse and 4 children choose a primary health care provider, where cases of illness are referred for treatment. The Company also provides healthcare facilities for its staff whilst all essential safety regulations are observed in the factories and offices to guarantee maximum protection of employees at work.

Training

Staff are kept up-to-date about techniques in the industry through various in-house and outside training courses. The Company attaches great importance to training and all categories of staff attend courses or seminars as considered necessary by the Company's management.

Financial commitments

The directors are of the opinion that all known liabilities and commitments have been taken into account. These liabilities are relevant in assessing the Group and the Company's state of affairs.

Events after the reporting period

As stated in Note 33, the Directors are of the opinion that there are no events after the reporting period that could have material effect on the Group's and Company's financial statements that had not been adequately provided or disclosed in these consolidated and separate financial statements.

Format of financial statements

The consolidated and separate financial statements of Academy Press Plc have been prepared in accordance with the reporting and presentation requirement of IFRS Accounting Standards issued by the International Accounting Standards Board (IASB), the provisions of the Companies and Allied Matters Act, 2020 and the requirements of the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Independent Auditor

Ernst & Young have indicated their willingness to continue in office as Independent Auditor to the Company in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Annual General Meeting empowering the Directors to fix their remuneration.

BY ORDER OF THE BOARD

Joshua O. Adeoye FRC/2014/PRO/ICSAN/002/00000008037

for: Alpha -Genasec Limited Company Secretary LAGOS, NIGERIA

10 July 2025

Corporate governance principles, rules and regulatory requirements of the Nigerian Stock Exchange and Securities and Exchange Commission have indeed been an integral part of the way Academy Press Plc. conducts its business.

Good corporate governance is an essential part of the Board of Academy Press Plc. Our Company's governance structure and practices of the board is in line with applicable local legislation and international best practices including compliance with the Code of Corporate Governance for Public Companies issued by Security and Exchange Commission. Academy Press has always been guided by a strong conviction of adhering to transparency, accountability, good management practices and integrity through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Group and the Company believe that the implementation of global best practices and corporate governance principles would help to achieve commitment and goals to enhance stakeholders' value. We present in detail, a statement of how the Board conducted its activities during the financial year ended 31 March 2025.

The governance of the Group resides with the Board of Directors who are accountable to shareholders for creating and delivering sustainable value through the management of the Group's business. The Board is responsible for oversight function of long-term strategic planning, policy formulation and assessment of risk that the Group may be exposed to in the ordinary course of business. The Board is also responsible for evaluating and directing the implementation of the Group and the Company's internal control procedures including maintaining a sound system of internal control to safeguard shareholders' investments the Group's and the Company's assets. These functions of the Board are guided by the provision of Securities and Exchange Commission (SEC) code, the Companies and Allied Matters Act, 2020 and the requirements of the Financial Reporting Council of Nigeria Act No.6. 2011, the Company's Articles of Association and other relevant laws and regulations. These oversight functions of the Board of Directors are exercised through its various Committees.

The Board of Directors of Academy Press Plc is comprised of experienced people with significant achievements in their respective profession. The Board has overall responsibility for ensuring that the Company is appropriately managed and achieves its strategic objectives. The Company's Articles of Association provide that the Company's Board shall consist of not more than 8 Directors.

During the year, the Board comprised of eight (8) Directors; five (5) non-executives and three (3) executives. The Board Chairman is non - executive, with a mix of executive and non-executive Directors, all bringing high level of competencies and experience, with enviable records of achievement in their respective fields.

The Board meets regularly to set broad policies for the Company's business and operations, and ensures that a professional relationship is maintained with the Company's auditors in order to promote transparency in finan cial and non- financial reporting.

The Board is responsible for the review of goals, major plans of action, annual budget and business plans with overall strategies setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditure in the approved budget. In compliance with International Best Practices, there is separation of powers between the Chairman and the Managing Director, as they play distinct roles, with responsibilities which should not be domiciled with one individual. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. He is also responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Group and the Company. The Chairman facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

The Board ensures that proper accounting records are disclosed with reasonable accuracy at any time and that the financial status of the Group and the Company are maintained and also that the financial reporting systems comply with the Companies and Allied Matters Act, 2020 through the establishment of the Board Committees that make recommendations and taking decisions on issues of expenditure that may arise outside the normal meeting schedule of the full Board. The board ratifies duly approved recommendations and decisions of the Board Committees and also make periodic and regular review of actual business performance relative to established objectives.

The Board meet at least once in a quarter in each financial year and the Board Committee meet at least twice in each financial year. Decisions are taken at the Board meetings by way of resolutions as provided for in the Companies and Allied Matter Act, 2020. Detail of attendance by each of the Directors at Board meetings are shown in the table below;

In accordance with Section 284 (2) of the Companies and Allied Matter Act, 2020 the record of Directors' attendance and meetings during the year 2024/2025 is available for inspection at the Annual General Meeting. The meetings of the Board were presided over by the Chairman and the Board met five (5) times during year. Written notices of the Board meetings, along with the agenda, were circulated at least seven days before the meetings. The minutes of the meetings are appropriately recorded and circulated.

The Board carries out its oversight functions through the under-listed committees:

The Committee, members has oversight responsibility for operational/strategies development and implementation, emerging sectorial and technological development, review of equipment needs and acquisition, new business concern review and implementation, products prospects and market expansion strategies. It also reviews the risk management structure and monitor the risks on continuous basis. The risk management/strategy committee held three (2) meetings during the year ended 31st March, 2025. Detail of attendance by each of the Committee, members of the Risk Management / Strategic Committee are shown in the table below.

The Finance and Control Committee is responsible for reviewing of business plan, annual budget and control, financing arrangement, options, capital restructuring, the review of balance sheet, management accounts, credit/debt management and material control. The Committee, members held three (2) meetings during the year ended 31st March, 2025. Detail of attendance by each of the Committee, members of the Finance and Control Committee are shown in the table below.

The Committee, members is made up of five members who are responsible for the development and evaluation of the Company's internal organization and process, identifying qualified senior executives and ensuring that the Company's operating and remuneration policies support the successful recruitment, development and retention of directors and managers. The Committee, members held three (3) meetings in the financial year ended 31st March, 2025. Detail of attendance by each of the Committee, members of the Governance and Remuneration Committee are shown in the table below.

The Committee comprises of five (5) members as shown in the table below. In accordance with Section 404 of the Companies and Allied Matters Act, 2020, the above members and Directors were elected and nominated. The meetings of the Committee were held four (4) times during the year. The functions of the Committee are laid down in Section 404 (7) of the Companies and Allied Matters Act, 2020.

Detail of attendance by each of the Members of the Audit Committee are shown in the table below.

The day to day management of the business is the responsibility of the Managing Director who is assisted by the Management Team made up of two executive directors, three senior managers and heads of all the departments in the company. The management team holds scheduled meetings at least once a month to delibrate on critical issues affecting the day to day running of the Company

The board has approved a Security Trading Policy which sets out the guidelines on the purchase and sale of security by Directors, employees and associates. The policy is to assist all Directors and employees to understand the restrictions placed on them as insiders of the Company with respect to their securities transactions and to avoid the conduct referred to as 'insider trading' during any period as may be specified by the Company or the Exchange from time to time.

Also, Directors, employees and other insiders wishing to buy, sell or deal in the Company's securities must obtain approval of the Chairman through the Company Secretary prior to any dealing in the Company's securities. Request for approval must state the volume of securities to be purchased and sold.

In compliance with the Security and Exchange Commission's Rules relating to the Complaints Management Framework (the 'Framework') which requires every listed Company to establish a clearly defined complaint management policy to resolve complaints arising from issues covered under the Investment and Securities Act 2007. The Company has developed a Complaint Management Policy endorsed by the Board of Directors.

The group and the Company's business are conducted with integrity and with due regard to the legitimate interest of all stakeholders. In furtherance to this, the Company has adopted policies such as Code of Ethics and Business Conduct, as well as a whistle blowing Policy. Directors and all members of staff are expected to strive to maintain the highest standard of ethical conduct and integrity in all respect of their professional life as contained in the Ethics and Business Code Policy which prescribes the common ethical standard, policies and procedures of the Company.

Environmental Policy statement serves to demonstrate the Group's responsibility to the environment and the pursuit of world -class vision in all aspects of its operations. The Group strives to comply with all present and future environmental laws and regulations and continuously improve the efficiency of its operations to minimize its impact on the environment.

Mr. Olugbenga Ladipo Mr. Wahab. B. Dabiri

(Managing Director) (Chairman)

FRC/2013/PRO/DIR/003/00000003252 FRC/2014/PRO/DIR/003/00000009227

10 July 2025

4th Floor, Kresla Laurel Complex, 376, lkorodu Road, Maryland,

P.O. Box 15016, Ikeja, Lagos,

Nigeria.

Tel: +234 (0) 903 161 3983, +234 (0) 802 337 8194

E-mail: btnlag@bakertillynigeria.com Website: https://www.bakertilly.ng

REPORT OF THE EXTERNAL CONSULTANTS

ON THE APPRAISAL OF THE BOARD OF DIRECTORS OF ACADEMY PRESS PLC FOR T£fE

YEAR ENDED 31 MARCH, 2025

In accordance with the Nigerian Code of Corporate Governance (NCCG) 2018 and the Securities and Exchange Commission's guidelines ("SEC guidelines"), Academy Press Plc engaged Baker Tilly Nigeria Consulting, an arm of Baker Tilly Nigeria to carry out an appraisal of the Board of Directors ("the Board") for the year ended 31 March, 2025.

The composition and structure of the Board reflected diversity of background skills and

• independence. The composition of the Board during the year was in line with the hCCG 2018 Code and SEC guidelines.

• We observed that the frequency of Board meetings falls within the minimum requirement of a meeting every quarter in line with the SEC guidelines and the NCCG Code. The Board held five meetings in the year under review

The roles of the Chairman of the Board and the Managing Director of the company are clearly defined and separated and the Board Chairman is neither the chairman nor member of any Board Committee.

On the basis of our review, specific recommendations for improving the company's governance practices ha een articulated and included in our detailed report to the Board.

Olaleha . njimi

FRC/2 /PR /ICAN/004/00000016907

3 July, 2025

13

The Companies and Allied Matters Act, 2020, requires the Directors of Academy Press Plc to prepare consolidated and separate financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss. The responsibilities include ensuring that the Group:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and comply with the requirements of the Companies and Allied Matters Act, 2020;

2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. prepare its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied.

The Directors accept responsibility for the annual consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board, Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the requirements of the Companies and Allied Matters Act, 2020.

The Directors are of the opinion that the consolidated and separate financial statements give a true and fair view of the state of the financial affairs of the Group and the Company and of its profit for the year ended 31 March 2025. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the consolidated and separate financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Group and the Company will not remain a going concern for at least twelve months from the date of this statement.

Mr. Wahab. B. Dabiri Mr. Olugbenga Ladipo

Chairman Managing Director

FRC/2014/PRO/DIR/003/00000009227 FRC/2013/PRO/DIR/003/00000003252

10 July 2025

We the undersigned hereby certify the following with regards to our audited consolidated and separate financial statements for the year ended 31 March 2025 that:

1. We have reviewed the report;

   • To the best of our knowledge, the report does not contain any untrue statement of a material fact, or omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made or omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;

   • To the best of our knowledge, the consolidated and separate financial statement and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the Group as of, and for the periods presented in this report.

2. We:

   • Are responsible for establishing and maintaining internal controls.

   • Have designed such internal controls to ensure that material information relating to the Group is made known to such officers by others within the entity particularly during the period in which the audited consolidated and separate financial statements report is being prepared;

   • Have evaluated the effectiveness of the Group's internal controls as of date within 90 days prior to the date of the audited consolidated and separate financial statements;

   • Have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

3. We have disclosed to the auditor of the Group and Audit Committee:

   • All significant deficiencies in the design or operation of internal controls which would adversely affect the Group's ability to record, process, summarize and report financial data and have identified for the Group's auditor any material weakness in internal controls, and

   • Any fraud, whether or not material, that involves management or other employees who have significant role in the Group's internal controls;

4. We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Mrs. Oluwakemi Ogunnubi (Finance Director)

FRC/2017/PRO/DIR/003/00000016098

Mr. Olugbenga Ladipo (Managing Director)

FRC/2013/PRO/DIR/003/00000003252

10 July 2025

In accordance with the provisions of Section 404 (1) of the Companies and Allied Matters Act, 2020 the members of the Audit Committee of Academy Press Plc. ("the Company") hereby report as follows:

1. We have exercised our statutory functions under Section 404 (7) of the Companies and Allied Matters Act, 2020 and acknowledge the cooperation of management and staff in the conduct of these responsibilities.

2. We are of the opinion that the accounting and reporting policies of the Group are in accordance with legal requirements and agreed ethical practices and that the scope and planning of both the external and internal audits for the year ended 31 March 2025 were satisfactory and reinforce the Group's internal control systems.

3. We have deliberated with the External Auditor, who have confirmed that necessary cooperation was received from management in the course of their statutory audit and we are satisfied with management's responses to the External Auditor's recommendations on accounting and internal control matters and with the effectiveness of the Group's system of the Group's system of accounting and internal control.

   
   
   ALHAJI (CHIEF) SINARI B. DARANIJO JP. FRC/2014/PRO/ISCAN/002/00000007262 Chairman - Audit Committee

   25 June 2025

   MEMBERS OF AUDIT COMMITTEE

   Chief S.B Daranijo Mr. S.A Adedoyin Mr. Oba Y.O Ajadi

   Mrs. Folashade B. Omo- Eboh Mr. Femi Akingbe

   MANAGEMENT ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 MARCH 2025

   Management Assessment of Internal Control over Financial Reporting

   In compliance with the provisions of section 405 of the Companies and Allied Matters Act, 2020 and, Investment and Securities Act (ISA) 2007 on internal control over financial reporting, the directors, whose names are stated below, hereby certify that:

   1. We have reviewed this audited consolidated and separate financial statements of Academy Press Plc for the year ended 31 March 2025;

   2. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

   4. We also certify that we:

      • are responsible for establishing and maintaining internal controls;

        have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
        
        
        have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
        
        
        have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.
        
        

   5. We have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

      • All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial

      • Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

   6. We identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Mrs. Oluwakemi Ogunnubi (Finance Director)

FRC/2017/PRO/DIR/003/00000016098

10 July 2025

Mr. Olugbenga Ladipo (Managing Director)

FRC/2013/PRO/DIR/003/00000003252

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls ofAcademy Press Plc Communications Plc for the year ended 31 March 2025.

1. Academy Press Plc's management is responsible for establishing and maintaining a system of internal control over financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. Academy Press Plc's management used the Committee of Sponsoring Organisation of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR.

3. Academy Press Plc management has assessed that the entity's ICFR as of the end of 31 March 2025 is effective.

4. Academy Press Plc external auditor Messrs Ernst & Young (EY) that audited the financial statements, has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

   The attestation report of Messrs Ernst & Young (EY) that audited its financial statements will be filed as part of its annual report.

   
   
   

   Mr. Olugbenga Ladipo (Managing Director)

   FRC/2013/PRO/DIR/003/00000003252

   10 July 2025

   Mrs. Oluwakemi Ogunnubi (Finance Director)

   FRC/2017/PRO/DIR/003/00000016098

   
   
   

   Building a better working world

   Ernst & Young

   10th & 13th Floor, UBA House 57, Marina

   Lagos, Nigeria

   Tel: +234 (01) 844 996 2/3

   Fax: +234 (01) 463 0481

   ey.com

   Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial Reporting To the members of Academy Press Plc

   Scope

   We have been engaged by Academy Press Plc to perform a 'limited assurance engagement', based on International Standards on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, herein referred to as the engagement, to report on Academy Press Plc Internal Control over Financial Reporting (ICFR) (the "Subject Matter") contained in Academy Press Plc (the "Company's") Management's Assessment on Internal Control over Financial Reporting as of 31 March 2025 (the "Report").

   A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

   1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

   2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

   3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Criteria applied by Academy Press Plc

In designing, establishing, and operating the Internal Control over Financial Reporting (ICFR) and preparing the Management's assessment of the Internal Control over Financial Reporting (ICFR), Academy Press Plc applied the requirements of Internal Control-Integrated Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting (Criteria). Such Criteria were specifically designed to enable organizations effectively and efficiently develop systems of internal control that adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization; As a result, the subject matter information may not be suitable for another purpose.

Academy Press Plc responsibilities

Academy Press Plc management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Academy Press Plc management's assessment of the Internal Control over Financial reporting as of 31 March 2025 in accordance with the criteria.

Our responsibilities

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reporting based on our Assurance engagement.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance

Building a better working world

Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and perform our engagement to obtain limited assurance on the entity's internal control over financial reporting based on our assurance engagement.

Our independence and quality management

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA code) and have the required competencies and experience to conduct this assurance engagement. We also apply International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements, which requires that we design, implement, and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

Description of procedures performed.

The procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

Conclusion

In conclusion, nothing has come to our attention to indicate that the internal control over financial reporting put in place by management is not adequate as of 31 March 2025, based on the requirements of Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting.

Other Matter

We also have audited, in accordance with the International Standards on Auditing, the annual report for the year ended 31 March 2025 of Academy Press Plc and our report dated 11 July 2025, and we expressed an unmodified opinion. Our conclusion is not modified is respect of this matter.

Funmi Ogunlowo, FCA FRC/2013/PRO/ICAN/004/00000000681

For Ernst & Young Lagos, Nigeria

11 July 2025