Quarter 5 - financial statement for 2025

Contents Page

Corporate information i

Chairman's statement ii

Chief executive officer's report iv

Report of the audit committee v

Report of Corporate Governance vi

Statement of directors' responsibilities in relation to the preparation of the

financial statements 1

Certification pursuant to section 60 (2) of the Investment and Securities Act No.

29 of Laws of the Federal Republic of Nigeria 2007 2

Statement of corporate responsibility 3

Certification of management's assessment of internal control over financial reporting 4

Independent Auditor's Attestation Report on Management's Assessment of

Internal Controls over Financial Reporting 5

Independent Auditor's report 7

Consolidated statement of profit or loss and other comprehensive income 12

Consolidated statement of financial position 13

Consolidated statement of changes in equity 14

Separate statement of changes in equity 15

Consolidated statement of cash flows 16

Notes to the consolidated financial statements 17

Other national disclosures:

Consolidated statement of value added 58

Financial summary - Group 59

Financial summary - Company 60

CORPORATE INFORMATION

DIRECTORS, ADVISORS AND REGISTERED OFFICE

Chairman of the Board Asiwaju Solomon Kayode Onafowokan, OON

Directors Managing Director Director

Director

Chief Executive Officer

Chief Suresh M. Chellaram Alhaji Ahmed Adamu Abdulkadir

Mrs. Angela Morenike Agbe-Davies Mr. Aditya Suresh Chellaram

Registered office

Company Secretary

Company Registrar

Auditors

Bankers

Plot 110/114 Oshodi-Apapa Expressway, Isolo, Lagos.

Ehimare Isiramen Esq.

Plot 110/114 Oshodi - Apapa Expressway, Isolo, Lagos.

Greenwich Registrars & Data Solutions Limited 274, Murtala Muhammed Way

Alagomeji Yaba, Lagos.

PKF Professional Services PKF House

205A Ikorodu Road Obanikoro

Lagos.

Standard Chartered Bank Nigeria Limited Zenith Bank Plc

First City Monument Bank Limited First Bank of Nigeria Limited United Bank of Africa Plc

Eco Bank Plc Access Bank Plc Union Bank Plc

i

CHAIRMAN'S STATEMENT

Members of the Regulatory Agencies, Distinguished Shareholders, Gentlemen of the Press,

Ladies and Gentlemen,

It is my honor to warmly welcome you all to the 76th Annual General Meeting (''AGM'') of our Group and to present to you, my address and the Annual Report and Financial Statements for the Year ended 31st March 2025.

THE ECONOMIC OPERATING ENVIROMENT FOR YEAR 2024

It is noteworthy that Nigeria's GDP in 2024 grew by 3.84% in real terms while Nigeria economy exhibited resilience and growth thus overcoming significant challenges, such as high inflation, exchange rate volatility despite the removal of fuel subsidies by Federal Government of Nigeria as well as deliberate policy of not supporting the Forex rate by Central Bank of Nigeria.

Aside from Domestic Economy challenges, the rising conflicts in Eastern Europe, particularly the Russia-Ukraine war and unrest in the Middle East continue to pose challenges in the global markets with its ultimate disruptions in global supply chains. The recent change of Government in the United States of America equally poses a fresh trade war globally.

The inflationary pressure that reached 34.6% in January 2025 alongside CBN's Monetary Policy Rate (MPR) at 27.5% aggravated the pressure even though it was an imperative decision to stem inflationary trend and thus curtail liquidity in the economy.

OPERATING RESULTS AND PERFORMANCE

Our Group's Turnover for the Financial Year ended 31st March, 2025 grew significantly to N23.099 Billion as against N13.779 Billion achieved at 31st March, 2024 while we incurred a loss of N2.58 Billion as against loss of N3.00 Billion at 31st March, 2024 due primarily to Foreign Exchange Loss and impairment of our investments in subsidiary Companies applied by our external auditors in the preparation of our Financials of the Group.

DIVIDEND

Despite the efforts of your Board of Directors, it is regrettable that we would still not be able to recommend payment of Dividend at this AGM. However, be assured that we would work assiduously to meet your desire soonest than later.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

As it is customary with your Organization to give back to its operating environment, we expended the following on CSR during the Reporting Financial Year:-

N

CHAIRMAN'S STATEMENT OUTLOOK

The President and Commander-In-Chief of Armed Forces of Nigeria, President Bola Ahmed Tinubu, GCFR, having signed into law the N54.99 Trillion 2025 Appropriation Bill as well as the decision of the Federal Executive Council to sell Crude Oil to Dangote and other Refineries in Nigeria in Naira Currency Denomination alongwith Official Foreign Exchange Markets rotating within the Band of N1500 to N1600 per One US Dollar exchange rate in 2025 should enhance the stability of Naira/US Dollar exchange rate in the current year of 2025.

Consequently, it is envisaged that our strategic pursuit of improved earnings in 2025/2026 Financial Year should yield positive result.

BOARD, STAKEHOLDERS, MANAGEMENT AND STAFF

While appreciating my colleagues on the Board of our Group for their obvious sacrifices as well as that of the Shareholders/Stakeholders for their immeasurable sense of understanding and indeed their encouragement in bearing with the Group for close to Seven (7) Years of Non-Dividend payments which situation, we do not take for granted. Equally important is to express my profound gratitude to our Management Team and Staffers for their loyalty in the face of inevitable cost-cutting exercise employed by the Board/ Management of the Group.

Thank you all and God bless you.

ASIWAJU DR. SOLOMON K. ONAFOWOKAN, OON

Chairman FRC/2015/PRO/ICAN/004/00000010981

Dated: 27 June 2025

‌Chief Executive Officer's Report

Dear Shareholders and our extended Chellarams Plc family,

As we present the Annual Report, I am pleased to share that our team's strategic resilience and dedicated efforts are now yielding tangible advancements in key financial metrics. Despite persistent inflationary pressures, we have successfully navigated dynamic market conditions, demonstrating our unwavering commitment to sustainable growth.

Our proactive measures to enhance efficiency have truly come to fruition this year. We are particularly encouraged by the significant increase in our group's revenue and gross profit, contributing to a substantial reduction in the overall loss for the period. This positive trajectory reflects our team's dedication to robust sales volumes and optimized operations. We also see promising signs of stability from recent economic reforms, which align with our adaptations and create new opportunities.

Diversifying income streams, especially through increased rental revenues from our Isolo property, continues to be a significant contributor to our financial stability, supporting core business activities and maximizing asset value.

Our subsidiaries have also made remarkable progress. Dynamic Industries Ltd consolidated its expanded capacity and achieved increased sales volume in Industrial Packaging. United Technical and Allied Services Ltd (UTAS) saw commendable sales growth, benefiting from an emphasis in the after-market maintenance business and the national trend in industrial improvement and expansion.

The resilience of our management team has been extraordinary, allowing Chellarams Plc to not only remain steadfast but also reinforce its commitment to Nigeria amidst an environment where many multinationals have reconsidered their presence. We are driven by the belief that opportunities for growth are always present, and our dedication to exceptional service delivery solidifies our position as the supplier of choice.

Looking ahead, we remain highly optimistic about the continued positive impact of our strategic initiatives and our commitment to raising shareholder value.

We are deeply grateful for your unwavering support and trust, and we look forward to your continued partnership as we build on this positive momentum.

Sincerely,

ADITYA S. CHELLARAM

REPORT OF THE AUDIT COMMITTEE FOR THE YEAR ENDED 31 MARCH 2025

In compliance with Section 404(7) of the Companies and Allied Matters Act, 2020 ('The Act'), we, the members of the Audit Committee have reviewed and considered the consolidated and separate financial statements of the Company for the year ended 31 March, 2025 and the reports thereon and confirm as follows:

1. The accounting and reporting policies of the Company are in accordance with legal requirements and ethical practices.

2. The scope and planning of the audit requirements were in our opinion adequate,

3. We have reviewed the findings on management matters, in conjunction with the External Auditors and are satisfied with the responses of management thereon.

4. The Company's system of accounting and internal controls were adequate.

5. We have made the recommendations required to be made in respect of the Auditors.

Chairman, Audit Committee Mr. Ezekiel M. Faniyi - FCA FRC/2015/ICAN/00000010981

Dated: 27 June 2025 Other Members:

Alhaji Ahmed A. Abdulkadir Mrs. Morenike Agbe-Davies Prince Yomi Ogunsowo

Mr. Peter Eyanuku

Report of Corporate Governance

Chellarams Plc, understanding that good corporate governance is essential to earning and retaining the confidence and trust of its stakeholders as well as achieving its vision provides structures upon which the objectives of the Group are set and the means of attaining those objectives. These structures define the powers and responsibilities of its corporate bodies and employees and are reviewed periodically to ensure that proper organization and conduct of the business remain consistent within the Chellarams Group.

There is an effective structure for cooperation amongst the Board of Directors, Management and Internal Control functions in Chellarams Plc. The structure establishes checks and balances and ensures that appropriate controls are in place to provide institutional independence of Board of Directors from the Group Managing Director and the Executive Committee (EXCO), responsible for managing the Group on a day to day basis.

The Group operated within all regulatory guidelines by complying with all applicable laws and regulations such as the Nigerian Code of Corporate Governance in Nigeria, 2018 as well as the Companies and Allied Matters Act, 2020 in relation to its activities and all ethical boundaries by ensuring its business practices are done in line with all applicable governance standards and best business practices.

Chellarams Plc Board composition is made up of Non-Executive and Executive Directors in line with all relevant corporate governance codes. The role of the chairman of the Board and Chief Executive Officer are separated thus providing separation of powers between the two functions and ensuring autonomy of the Board. Additionally, in compliance with the provisions of the various corporate governance codes the Board had put in place various policies as well as established different board committees and to regularly measure the governance structure of the group against best practices. The board similarly maintains oversight function on the company by receiving periodic Management reports on corporate governance to ensure compliance with all corporate governance requirements.

The Board

The Board, consisting of Executive and Non-Executive members through the Chairman directs the affairs of Chellarams Plc. Its size provides for sufficient diversity among its members to exercise their business judgment in the best interest of Chellarams Plc's shareholders while facilitating substantial discussions in which each director can participate meaningfully.

The Board has the overall responsibility for supervising the company's business, maintaining adequate and effective internal control system, adding value to shareholders and protecting the interests of other stakeholders.

Internal Organization

The Board is chaired by the Chairman. Board members are also subject to standards of business conduct policies, rules and regulations to avoid conflict of interest and use of insider information. The Board appoints committees to help carry out its duties. Given the separation of roles of the Chairman and the CEO, the Board appoints Non-Executive Directors as chairmen of Board committees. Board committees work on key issues in greater details than would be possible at full Board meetings, which helps to ensure more effective full Board meetings. Each Board committee reviews the results of its meeting with the full Board.

The Board of Directors met Three (3) times during the financial year ended 31 March 2025 and a record of their attendance is as shown below:

The meetings were held on 24th July 2024, 10th October, 2024, and 6th February 2025 respectively.

Board Code of Ethics

To avoid unethical and unwholesome practice and conflict of interest in any business relationship with the company, the Board has put in place Code of Business Ethics to provide guidance for the board and staff to maintain strong ethical standards.

Board Committees

In order to increase the efficiency of its work and enable a more detailed analysis of certain issues, the Board appointed committees for specific areas from among its members and established terms of reference and rules with respect to delegated authority and reporting to the Board. The primary objective of the Committees is to provide preparatory and administrative support to the Board. The issues considered at Committee meetings are recorded in minutes and reported at the subsequent Board meetings.

The Board has the following standing committees which regularly report to the Board as well as submit proposals for discussions and decision making.

Audit Committee

The Committee initially comprised of Five (5) members made up of two Non-Executive Directors and three shareholder representatives. The committee serves as a focal point for communication and oversight regarding Financial Accounting Reporting, Internal Control and Compliances.

The committee met twice during the financial year ended 31st March 2025 and a record of their attendance is shown below:

The meetings were held on 17th May, 2024 and 23rd July 2025.

Risk Management Committee

The committee oversees the Group wide risk governance framework, including risk management and control, risk policies and their implementation as well as the risk strategy and monitoring of operational risks. It reviews the business management and Group risk management function, the Group general policies and procedures and satisfies itself that the effective systems of risk management are established and maintained. It oversees the Group risk appetite statements to ensure alignments with the group's strategic objectives.

The committee met once during the financial year ended 31st March 2025 and a record of their attendance is shown below:

The meeting was held on 21st July, 2024.

Finance and General Purpose Committee

The committee assists the board in fulfilling its financial oversight responsibilities with specific reference to corporate finance, resources and assets utilization, capital structure, cash management, equity and debt financing, financial planning and reporting as well as the overall financial performance of the group.

The committee met once during the financial year ended 31st March 2025 and a record of their attendance is shown below:

The meeting was held on 21st July, 2024.

Annual General Meeting

In compliance with statutory and regulatory requirements the Annual General Meeting of the company was held virtually by proxy on 21st November, 2024 and it gave the opportunity to the shareholders of the company or their proxies to deliberate and take decisions on the issues affecting the company. The representatives of Corporate Affairs Commission (CAC), The Nigerian Exchange Group Plc, Securities and Exchange Commission (SEC), and members of the press observed the proceedings at the meeting virtually.

Company Secretary

It is the role of the Company Secretary to ensure the Board remains cognizant of its duties and responsibilities. In addition to providing the Board with guidance on its responsibilities, the Company Secretary keeps the Board abreast of relevant changes in legislation and governance best practices. The Company Secretary oversees the induction of new Directors, as well as the ongoing training of Directors. All Directors have access to the services of the Company Secretary.

Social Responsibility

As a corporate entity, the Company understands the challenges and benefits of doing business in Nigeria, and owes its existence to the people and societies within which it operates. The Company is committed, not only to the promotion of economic development, but also to making improvement that will impact on the society at large.

EHIMARE ISIRAMEN ESQ

Company Secretary FRC/2020/002/00000022116

Dated: 27 June 2025

STATEMENT OF DIRECTORS RESPONSIBILITIES

IN RELATION TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

The Companies and Allied Matters Act, 2020 requires the Directors 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 Company at the end of the year and of its profit or loss. The responsibilities include ensuring that the Company:

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

2. Establishes adequate internal control to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. Prepares its consolidated and separate financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistently applied.

The Directors accept responsibility for the annual consolidated 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 (IFRS) 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 its profit or loss. The Directors further accept responsibilities for the maintenance of accounting records that may be relied upon in the preparation of these consolidated 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.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS

Asiwaju Dr. S. K. Onafowokan, OON Chairman FRC/2015/PRO/ICAN/004/00000010981

Chief Suresh M. Chellaram Managing Director FRC/2013/IODN/00000005336

Dated: 27 June 2025 Dated: 27 June 2025

CERTIFICATION PURSUANT TO SECTION 60 (2) OF THE INVESTMENT AND SECURITIES ACT NO. 29 OF LAWS OF THE FEDERAL REPUBLIC OF NIGERIA 2007

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:

2. To the best of our knowledge, the report does not contain:

   1. Any untrue statement of a material fact, or

   2. Omit to state a material fact, which would make a statement, misleading in light of the circumstance under which such statements were made;

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

4. We:

   1. are responsible for establishing and maintaining internal controls

   2. have designed such internal controls to ensure that material information relating to the Group and the company and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the periodic reports that are being prepared;

   3. have evaluated the effectiveness of the Group's and the company's internal controls as of that date

      within 90 days prior to the report;

   4. have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

5. We have disclosed to the auditors of the Group and the company, and the audit committee:

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

   2. any fraud whether or not material, that involves management or other employees who have significant roles in the company's internal controls.

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

Chief Suresh M. Chellaram Managing Director

FRC/ 2013/IODN/00000005336

Mr. Emmanuel E. Ebosele General Manager (Finance) FRC/2022/PRO/ICAN/001/467370

Dated: 27 June 2025 Dated: 27 June 2025

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

‌STATEMENT OF CORPORATE RESPONSIBILITY

In line with the provisions of Section 405 of the Companies and Allied Matters Act, 2020, we have reviewed the audited financial statements of the Group and the Company for the year ended 31 March 2025 and based on our knowledge confirm as follows:

1. the audited consolidated and separate financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the financial statements misleading;

2. the audited consolidated and separate financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operations of the Company as at and for the year ended 31 March 2025.

3. the Group's and the Company's internal controls have been designed to ensure that all material information relating to the Company is received and provided to the Auditors in the course of the audit.

4. the Group's and the Company's internal controls were evaluated within 90 days of the financial reporting date and are effective as at 31 March 2025.

5. that we have disclosed to the Auditors that there are no significant deficiencies in the design or operation of the Group's and the Company's internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and have discussed with the Auditors any weaknesses in internal controls observed in the course of the Audit.

6. that we have disclosed to the Auditors that there is no fraud involving management or other employees who have a significant role in the Group's and the Company's internal control; and

7. there are no significant changes in internal controls or in other factors which could significantly affect internal controls subsequent to the date of this audit, including any corrective actions with regard to any observed deficiencies and material weaknesses.

Chief Suresh M. Chellaram Managing Director FRC/2013/IODN/00000005336

Mr. Emmanuel E. Ebosele General Manager (Finance) FRC/2022/PRO/ICAN/001/467370

Dated: 27 June 2025 Dated: 27 June 2025

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

We, Chief Suresh M. Chellaram (Managing Director) and Mr. Emmanuel E. Ebosele (General Manager Finance), certify that:

1. We have reviewed the 2025 Annual Report and consolidated and separate financial statements of

   Chellarams Plc ("the company") and its subsidiaries (together "the Group") and.

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 consolidated and separate financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations, and cash flows of the Group and the company as of 31 March 2025, presented in this report.

4. Chellarams Plc certifying officers:

5. Are responsible for establishing and maintaining internal controls;

6. 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 regarding Chellarams Plc, is made known to us by others within the entities, particularly during the period in which the report is being prepared;

7. 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 consolidated and separate financial statements for external purposes in accordance with generally accepted accounting principles; and

8. Have evaluated the effectiveness of the Group and the company's internal controls and procedures as of the date within 90 days prior to the report and presented in this report our conclusion about the effectiveness of the internal controls and procedures, as of 31 March 2025 covered by this report based on such evaluation.

9. Chellarams Plc certifying officers have disclosed, based on our most recent evaluation of internal control system, to the Group and the company's auditors (PKF Professional Services) and the Audit Committee that:

10. All significant deficiencies in the design or operation of the internal control system which are reasonably likely to affect Chellarams Plc's ability to record, process, summarise, and report financial information; and

11. There was no fraud, whether or not material, that involves management or other employees who have a

    significant role in the Group's and the company's internal control system.

12. Chellarams Plc certifying officers have 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 deficiencies noted.

Chief S.M. Chellaram Managing Director FRC/2013/IODN/00000005336

Mr. Emmanuel E. Ebosele General Manager (Finance) FRC/2022/PRO/ICAN/001/467370

Dated: 27 June 2025 Dated: 27 June 2025

205A 1korodu Road, Obanikoro, Lagos, Nigeria.

P.0 Box 2047, Marina, Lagos,

*234 (0} 90 3000 13S1

info@pkf-ng.com https://www.pkf-ng.com

Independent Auditor's Attestation Report on

Management's Assessment of Internal Controls over Financial Reporting To the Shareholders of Chellarams Plc

Attestation

We have performed a limited review assurance engagement on management's assessment of the effectiveness of internal control over financial reporting of Chellarams Plc ("the Company") and its subsidiaries (together "the Group") as of 31 March 2o25, in compliance with the SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act 2007 issued by the Securities and Exchange Commission and in accordance with the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") iesued by the Financial Reporting Council of Nioeria.

Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Group and the Company's internal control over financial reporting as of 3t March 2025 is not effective, in compliance with the SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act 2007 issued by the Securities and Exchange Commission and the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria.

Basis for Attestation

We conducted a limited review assurance engagement on management's assessment of the effectiveness of internal control over financial reporting of Chellarams Plc ("the Company") and its subsidiaries {together "the Group") as of 31 March 2025, based on FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria.

Our responsibilities under those sections and the guidance afe further described in the Auditor's Responsibilities for the Audit of the internal control procedures over financial reporting section of our report.

We are independent of the Group and the Company in accordance with the requirements of the international Ethics Standards Board fer Accountants' International Gode of Ethics for Professional Accountants (including International IndependenCe Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the internal control procedures over financial reporting in Nigeria.

We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of Internal control procedures over financial reporting in Nigeria.

Responsibilities of the Directors and Those Charged with Governance for maintaining effective

internal control over financial reporting

The directors are responsib1e for maintaining effective internal control over finanCial reporting, and for ts assessment of the effectiveness of internal control over financial reporting, in accordance with requirement of Section 405 of the Companies and Allied Matters Act, 2020, in connection with Section 1.J of SEC Guidance on implementation of Sections 60-63 of the investments and securities Act No. 29, 2007 and in compliance with the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reposing ('1he Guidance") issued by the Financial Reporting Council of Nigeria.

5

Offices In: Abuja, Kano

Partners/ Partner equivalent: TA Akande (Managing), NA Abdus-salaam, OO Ogundeyin, BO Adejayan, AA Agboola, ED Ak1ntola, li Aremu, EA Akapo, FA Akande, SO Olaokun

PDF Professional Services is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s).

" PKF

Auditor's Reaponaibilities for the Audit of the internal control procedures over financial reporting Our responsibility is to express an opinion on the management's assessment of the effectiveness of the Group and the Company's internal control over financial reporting based on our limited review.

We conducted our limited review assurance engagement in accordance with "the Guidance", which requires that we planned and performed the assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement. As prescribed in the Guidance, the procedures we performed included:

• obtaining an understanding of internal control over financial repoAing,

• assessed the risks that a material weakness may exists, and

• evaluated the result of the test of design and operating effectiveness of internal control based on the assessed risks.

Our engagement also included performing SuEh other procedures as we considered necessary in the circumstances. We believe the procedures performed provide a basis for our report on the internal control put in place by management over financial reporting.

Definition of Internal Control over Financial Reeortina

The Group's and the Company's internal control over financial reporting is process designed by, or under the supervision of, the entity's principal executive and principal financial officers, or persons performing similar functions, and effected by the en(ity's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated and separate financial statements for external purposes in accordance with Generally Acceptable Accounting Principles and 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 Group and the Company.

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated and separate financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are be ng made only in accordance with authorisations of management and direction of the Group and the Company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Group's and the Company's assets that could have a material effect on the consolidated and separate financial statements.

Limitations of!ntarnaI Control over Financial Reporting

Because of suCh limitations, Internal Control over Financial Reporting cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known features of the financial reporting process, therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. The major limitation are:

1. Internal Control over Financial Reporting cannot provide absolute assurance due to its inherent limitations;

2. ft is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

3. It can be circumvented by collusion or improper management override.

Other Information

We have also audited, in accordance with the requirements of International Standards on Audit ng, the consolidated and separate financial statements of the Chellarams Plc and our report dated 27 June 2025 expressed an unq ed opinion.

Benson O. yan, FCA

FRC/2013 /ICAN/004/00000002226

For: PI'tF Professional Services

FRC/2023/COY/141908

Chartered Accountants Lagos, Nigeria

Dated: 27 June 2025

205A Ikorodu Road, Obanikoro, Lagos, Nigeria.

P.O Box 2047, Marina, Lagos.

+234 (0) 90 3000 1351

info@pkf-ng,com https://www.pkf-ng.com

independent Auditor's Report

To the Shareheldera af Chellarams Plc

Report on the audit of the financial statements

Opinion

We have audlfed the consolidated and.separate financial statements of Chellazame PIC ('the company') qnd its subsidiaries (together "the Group") which comprise the consolidated statement of financial position at

31 March 2025, and the consolidated statement of profit or loss and other Comprehensive incomo, consalidated statement of changes in equity and consolidated statement of cash flows for the year then ended. and nntas to the cons0tidated and eeparata financial statements, including a summary or si9nifinaril accounting policies.

In our opinion, the accompanying consolidated and separate financial statements present fairly, in all material respects, the consolidated financial position of the Group at 31 March 2025, and its consolidated financial performance and consolidated caah flows for the year then ended in accordance with International Financial Reporting Standards (fFRSB); in compliance with the Financial Reporting Council of Nigeria Act, 2023 (as amended) and in the manner required by the Companies and Allied Matters Act, 2020.

We conducted our audit in accordance with International Standards on Auditing (t5As). Our responsibilities under those standards are further described in the Auditor's Responsibilities far the Audit of the Financial Statements section of our report. We ara independent of the company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accou t!ESaA Code) together with the ethical requirements that are relevant to our sudit of the financial statements in Nigeria, and we have futfillad our other ethical responsibtIties in acoordance with these requirements and the IESBA Code. We believe that tha audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

' The fotloMng summarisae how the matter was addressed in the audit-

. We reviewed all court cases against the Group in order to obtain reasonable assurance that no litigation threatens the going concern of the Group either by suppliers customers. customers, government, employee, aggrieved third parties and the shareholders of the Group.

We obtained Group assurance from management that significant accounting and reposing judgements are supported by a degree of rigor and analysis appropriate to the circumstances of the Group and that the Group wilt receive suppoA from shareholders.

• be stacked advance market conditions, trend and eventa and also performed other risk assessment procedure to identify any adverse events or conditions.

• We asked management whether thay have identified any events or conditions that may cast significant doubt on the Group's ability to continue as a going concern.

Partners/ Partner equivalent: TA Akande (Manag ng}, Na Abdus-salaam, Oo Ogundayln, ao Adeiayan. AA Agboata, ED Akmtota, \ qwmu,

EA Akapo, rA Akande, SO O1aokun

PKF Professional Servlces is a member of PKF Global, the network of member firms of PXF International Limited, each of wkich js a separate and independem legal entity and does not accept any responsibility or liability for the actions or inactions of any Individual member or correspondent flm{s).

@ PKF

Key Audit Matters.

Key audit matters are those mattes tha, in our professional judgment, were of most significance in our.audit of the consolidated and separate financial statements of tha currnrit period. These mattes wee addressed in the contaxt of our audit of tha consolidataJ and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Other Informatlon

The directors are responsible for the other infarmation. The other information oxnprises the Chairman's

• statement Directors' Report; Audit Committee's Report, Corporate Govenance Report and Company Secretary's rapart but does not indude the consolidated and separate financial statonents and our auditor's

  Our opinion on the consdidata:I ard separate financial staterienls does not cover the other information and we do riot express any form of assurance conclusion thereon.

  In connection with Our audit of the consdidated and separate financial statonents, our responsibility is to read the other informaton and, in doing so. consider whether tho other information is materidly inconsistent with tne caraotidated and sepamte financial statements or our knowledge obtained in the audit, or otherwise appeared to be materially inisstaed. If, based on the work w hava performed on ihe other information iha we obtained priof to the date of this auditor's report, we conclude that there is a material misstatement of this other in1orrnstim, we are required to report that fact We have nothing to report in this ‹egard.

  Rasponsibllities of t • orectora aud Tkase Charged vztth Governance for to Financial seems

  Tha directors are rasponside for the preparation and fair presentation of the consoTidatad and separate financial statements in accordance with Internation& Firanca Reporting Standgrds; and in the manner required by the Compaq es and Alied Matters Ao, 202D. and the Financial Reporting Coundl of Nigeria Act, 2023 (as amended) and for such internal control as the directors determine is necessary to enable the preparation of financial statwnents that are free Iron mzseriaT misstatement, whether due to fraud or error.

  
  
  

  In preparing the. finar›cizg statwnents, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as appicable, matterB related to going concefTi and using the going concern bagis. of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

  Those charged with govamance are responsible fbr overseeing the c‹:rnpany'.s finarxñal reporting process.

  Auditor's.ResponsibIlItIes for the Audit of the Financial Statamanta

  Our objectives are to abtain reasonable assurance about whether the consdidated and separate financial statements as a whole ara free from maerial misstatement, whether due to fraud or error, and to issue an auditor's repoit that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists, Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to irduence the economic decisions of users taken on tha basis of these consolidated and separate financial datements.

  As part of an Audit in accordance with ISAs, we exercise professional judgment and mainain professional sceptiasm throughout the audii. We also:

• Identified ana assess the risks of material misstaternem of the consolidated and separate financid slalamenB, whether due to fraud or error, design and perfozn audit pfoceduree resporisive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstaiwent resulting from fraud is highe thBn for one resulting from error,. as fraud may involve coilusion, forgery, intentional omiaBious, misrepresemations, or the override of internal

• OlXained an understwding of internal contrd relevant to the audit in order to design auclit procedures the are appropriate in the drcumstances, but not for the purpose of expressing.an opinion on the effectiveness of the company's internal control.

• Evaluated the appropriateness of accounting policies used and the reasonadeness of accounting estimates arid raated disdosures made by the directors.

• Conduded oñ the appropriateness of the director's use of the going concern basis of accounting and based on the. audit evidence obtained, whether a materid uncertainty exists. related to evlts or conditions that may cast significant doubt on the oxnpany'.s ability to continue as a going concern. If we.condude that a material .uncertainty exists, we are required to draw attention in our auditor!s report to the related disdosures in the consolidated and separate finanoal statouents or, if such di"sclosures are inadequate, to modify our opinion. Our confusions ara basa:I on the audit evidenoe obtained up to the date of our auditor's repoft However, future .events or conditions mBy cause ths company to cease to corainue as a going concern.

• Evaluated .the overall preswtation, struoure and content of the consolidated and separate financial statements, iodudiog the sdosuies, and wheher he oonsoidated aod separats finanaal statwnens represent the underlying transac0ons and events in a manner that achieves fair presentation.

• Obtained sufficient appropriate audit evidence regarding the financial information of the. entities or business activities within the company to express an opinion on the consdidated and. separate financial statements. We are rasponsibte for the direction, supervision and performance of the Company aLdit. Wa remain soely responsible for our audit opinion.

We cammunicated with the Au4t Committee regarding, among other matters, fhe planned scope and timing of tha audit ard significant audit findings, including any significant deficiencies in internal control !hat we identify during our audit.

We aso provkted the Audit Commitee etc a statament that we have compied with ieevam ethical requirements regarding independence,. and to communicate with th ali relBionships and other matters that may reasonaLiy be thought to bear on our independence, and where applicable, related safeguards.

Fr‹xn the matters commMnicated with the Audit Committee, we determine thee ma8ers that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these mattes in our auditor's report unlass law or regulaLon.preludes public disdosure about the matter or when, in extremely rare circumstBnce8, we datermine that a matter shouid not be communicated in our repoA'bacause the. advese consequences of doing so would reasonably be expected to outweigh the public irderest benefits of such commurication.