Audited financial statements for the year ended 31 december 2025

»ppnrtu*n›ties

Haldane McCall Plc

Haldane McCall

Annual Report & Accounts 2025

Contents Page

1

2025 Audited Financial Statements 1

CORPORATE INFORMATION

1. Chief George Oguntade (SAN) Chairman

2. Mr. Edward Akinlade Group Managing Director

3. Mrs. Abiola Elugbaju Executive Director

4. Mr. David Emuloh Executive Director

5. Mr. Olufemi Ojewande Executive Director

6. Sir. Adewole Farinu Non-Executive Director

7. Prince Samuel Oyebola Non-Executive Director

8. Princess Ifeoluwaseyi Adesola Non-Executive Director

9. Mr. Bidwell Onyeakosi Independent Non-Executive Director

10. Mr. Tobenna Nnamani Independent Non-Executive Director

11. HRM. Nosirudeen Babatunde Akanbi Independent Non- Executive Director

12. Chief Mrs. Ebele Akala Independent Non-Executive Director

13. Mr. Adedapo Adekoje Independent Non-Executive Director

14 Mrs. Olajumoke Oluwagbemiro Independent Non-Executive Director

(Chartered Accountants)

117, Apapa Road, Ebute- Metta (West), Lagos.

Tel: 234-8033076727

E-mail: funshowoyemi@yahoo.com Website: https://www.funshowo.com

Oladele Ojogbede Street Ikate Elegushi, Lekki Lagos.

Suru Express Hotel Limited

220, Ikorodu Road Palm Grove, Lagos

Bolade Oshodi Shogunle, Ikeja, Lagos

31, Mobolaji Bank Anthony Way, Maryland, Lagos.

Wing 2, No.4,

Mobolaji Bank Anthony Way, Maryland, Lagos.

»uorrzo rxvxrzciat stxrruEws

rOc tH£ Y£A2 £NDED 3 I OEC£MBFR 2075

CO8r Q0A1E GOVEkNANCE 8EPO0I.

Board ol Dkeclors (BOD) Composlllon:

T Al i‹° I •r fJt' C?‹1irit o‹Ir SAN Alt , F tT x th ct AkiMlocJ c•

Chairman GF2D

6OD Committees:

Mr. lobenna Nnamani

1. Mr. Bidwell Onyeakosi

2. Mrs. Ebele Anisiobi Akola

3. Mr. Adedopo Adekoje

1. Mrs. JumoLe Oluwogbemiro AudP Commlttee:

   1. Prince 3amuel Oyeoolo

1. Sir Adewole Farinu

2. Mr, Mayowa Emmanuel

3. Mr. Gbenga Olowojore

J Mr. Adelokun tukmon Aaesola

ei›k Management Committee:

1. Sz Adewole Forinu 2, M‹. David Emuloh

1. Princess Ifeoluwoseyi Adesola

2. ftP/vt Nnsirudeen 8obalunde Akonbi

Chairman Member Nember Member Member

Chairman Board Membei

Shareholder's 9epreten[gt,ve Snareholder' s 8eDretCnla!ive Shareholder' s R epiesent otiv e

xien Ger

CamScanner

Kindly note that the Board members of Haldane McCall Plc are diverse professionals from different works of life. The appointment process is at the Board Meetings and are usually introduced by the GMD with their CV/Profile attached to the Board papers that must have been circulated prior to the meeting date for members to send in their observations after a thorough background check has been conducted.

The Board had 4 meetings for each quarter of the calendar year 2025 and all Directors were present except for Mr. Bidwell Onyeakosi who sent in his apologies on two occasions.

Expanding Opportunities

I am pleased to present my second Annual Report as Chairman of the Group. During the year under review, the Group recorded stable operational and strategic performance despite a challenging macroeconomic environment characterized by elevated inflation and sustained volatility in the Naira exchange rate.

Notwithstanding these headwinds, the Board is satisfied with Management's execution of the Group's strategy and remains confident in the leadership team's capacity to deliver sustainable growth and long-term value following the Company's listing on the Nigerian Exchange Limited (NGX).

Looking forward, the Group remains well positioned to advance its growth agenda. Our strategic priorities continue to center on optimizing asset value, strengthening earnings capacity, and delivering superior returns to shareholders through a balanced mix of dividends and capital appreciation.

The Group's core strategy remains focused on the acquisition and development of landed properties and hospitality assets within the Lagos metropolitan area. This approach is aimed at strengthening the balance sheet, enhancing asset quality, and positioning the Company as a fundamentally strong and attractive investment on the NGX.

As asset values mature and stock valuation is optimised, the Group will continue its phased disposal strategy, with approximately 75% of residential units sold off-plan and 25% sold as completed units to preserve liquidity and manage market risk.

The Board remains committed to a disciplined capital allocation framework that balances immediate shareholder returns with long-term value creation. Historically, dividend distributions have accounted for approximately 30% of total shareholder returns, while the remaining 70% has been reinvested to support growth, asset acquisition, and balance sheet expansion.

The Group's consistent growth in shareholders' equity over the past five years underscores the effectiveness of this approach and reflects management's ability to execute strategy prudently in varying market conditions.

The Board recognizes that the Group's long-term success is anchored on strong governance, operational resilience, and the quality of its people. For the second consecutive year, inflationary pressures impacted operating costs and project timelines; however, the dedication and adaptability of our employee's ensured continuity across all business lines.

During the year, the Group achieved ISO 9001:2015 certification, reinforcing our commitment to operational excellence, risk management, and continuous improvement. Our corporate purpose remains focused on unlocking value in property assets, empowering small and medium-sized enterprises, and developing human capital in a sustainable manner.

In line with the Group's 10-year strategic plan, 2025 was initially identified as the target year for the Group's inaugural bond issuance. However, regulatory, credit rating, and certification requirements, including the completion of ISO 9001:2015 processes, resulted in a deferral of the programme.

The Board has mandated management to intensify efforts toward meeting all regulatory and market prerequisites, with a view to accessing the debt capital market at an appropriate time to support long-term growth while maintaining prudent leverage levels.

The Board remains cautiously optimistic about the Group's prospects, notwithstanding ongoing macroeconomic uncertainties. Demand fundamentals within our core real estate and hospitality segments remain resilient, and the Group is well positioned to capitalize on emerging opportunities.

On behalf of the Board, I extend our appreciation to our shareholders, regulators, business partners, and employees for their continued trust and support. The Group will continue to execute its strategy with discipline, transparency, and a clear focus on sustainable value creation.

In conclusion, the Board is confident in the Group's ability to deliver consistent

performance and enhanced shareholder value across economic cycles.

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATIONS

TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER, 2025

The Directors of Haldane McCall Plc, accept responsibility for the preparation of the financial statements which give a true and fair view in accordance with International Financial Reporting Standards.

The directors further accept responsibility for maintaining adequate accounting records and for such internal controls as the directors deemed necessary for the preparation of financial statements that are free from material misstatements 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 that company will not remain as a going concern in the year ahead.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS OF HALDANE McCALL PLC ON

FRC/2020/PRO/000000020083 FRC/2014/ICAN/00000007325

The Directors have the pleasure of submitting the Company annual report, together with the audited financial Statements for the year ended 31 December 2025.

Haldane McCall Plc was Founded in 2012 as a Limited Company, but incorporated as a Public Liability Company. Haldane McCall Plc is a seasoned development company in Nigeria with an established record in developing, selling and managing real estate assets, with remarkable growth and development in the hospitality business across Nigeria.

Haldane McCall Plc is known for the quality of its products delivery, HMK Plc is one of the real estate company recently listed on the Nigeria Stock Exchange that offers the most diversified portfolio in residential, commercial, retail and hospitality assets.

To be the leading real estate and hospitality company in Africa

To provide innovative and quality real estate and hospitality services that set new standards in Africa.

We are transparent in all our operational processes

Innovation defines our value proposition.

We strive to be the best in every sector we operate.

We optimize our resources for efficiency

We have a proactive approach in all our business operations.

The Company results for the year ended 31 December 2025 are as set out below. The profit for the year has been transferred to Revenue reserves.

The Directors recommend the payment of 0.05k as dividend for shareholders for the year ended 31st of December, 2025 (2024, 0.07k).

At HMK Plc, We are committed to ensuring that our employees reflect our core values of Integrity, responsibility, service, excellence, customer's focus and shareholder value Creation. Our corporate culture fosters open communication, collaboration, diversity, and forward thinking among all employees to encourage the exchange of views, Ideas and knowledge which leads to innovation.

1. Diversity and Inclusion Strategies

   At HMK Plc, there is no form of discrimination and as such, recruitment, training, and career development are strictly based on character, competence, and merit. To achieve hiring the best Individuals, our recruitment processes are tailored to harness fair competition, while identifying the most suitable candidates in each required field, who will contribute immensely to the growth of our company.

2. Health, Safety and Employee Welfare

   The Company is very conscious of the safety requirement both of Its guests and employees; therefore, stringent precautions are taken to ensure they are provided conducive and safe working environment at locations where the employees are located, including the corporate head office, estates, and project sites.

   There is access to first aid amenities at these locations which are to be used In line with safety regulations. Employees are also covered under Health Insurance schemes.

3. Employee Recognition and Incentive Scheme

   Management openly acknowledges and recognizes employees who have performed exceptionally well in the course of each year. Gift vouchers are often awarded for individual performances. There are also incentives that are tailored to foster engagement and encourage team performance. All these are aimed at boosting employee morale which in turn impact productivity and sales for the Company.

4. Employee Engagement and Team Communication

   HMK Plc recognizes that the employees are an integral part of the business and to this end; certain events are organized to boost staff morale. Employees are fully involved in strategy formulations and executions for their respective business unit. This aims at encouraging business plan ownership and commitment at all levels.

   Team Retreats, Business Review Meetings, Strategy Review Sessions, Project Integration Meetings and Town Hall Meetings are held for cross-exchange of ideas and crucial business information dissemination. In recent times, we have embraced the use of technology to have more hybrid forms of meeting.

5. Learning and Development

   Employees are encouraged in their quests for personal and professional development. We adopt a training methodology that fosters free exchange of knowledge internally. Self-development is also encouraged and monitored, while the Company organizes training programs in conjunction with external facilitators for career advancement. The trainings involved technical and people development training objectives which align with employee needs. The post training feedback indicated a positive Return on Investment (ROI).

6. Performance Management

   Performance Management strategies are structured to achieve the maximum productivity levels from all employees while maintaining a healthy and motivated workforce. HMK's business objectives are set, cascaded, and monitored periodically to ensure alignment with overall business goals. Trainings on performance management standards are held periodically and compliance is also monitored.

7. Employee Wellness and Wellbeing

   The Company prioritizes employee wellbeing and mental health. The focus on nurturing employee's well-being Is critical to the development of workplace resilience. The Company organizes initiatives and Interventions for the improvement of health and the wellbeing of its employees periodically, to boost employee productivity and overall output. Employees are encouraged to engage in programs focused on the Improvement of a healthy lifestyle, with positive Impacts on the mental, emotional, physical and social wellbeing. Some of the wellness initiatives implemented during the year Include:

   • An approved medical aid scheme for all employees.

   • Compulsory Annual Health Checks for all employees, on-site physical health checks, healthier living and maintaining a good work-life balance.

     Health Insurance covers for employees through the Health Maintenance Organizations (HMOs). Regular advisory and health talks during health awareness sessions, work life balance Initiatives which Include remote work policies.

     A work environment free from health hazards and the continuous provision of resources that create a conducive and ergonomic workplace.

     • Paid time off for all medical, maternity and paternity leave.

     • A daily meal is provided to staff while on duty.

1. Changes on the Board of Directors:

   The names of the Directors that served during the year are as listed on page 2. In the course of the financial year ended 31 December, 2025, there were no changes in the Board of Directors of Haldane McCall Plc.

2. Directors' Remuneration:

   The Company ensures that remuneration paid to its Directors complies with the provisions of the codes of corporate governance issued by its regulators. In compliance with the provisions of Principle 16, and the recommended practices in Articles 16.5 - 16.14 of the Nigerian Code of Corporate Governance 2018 as issued by the Securities and Exchange Commission, the Company makes disclosure of remuneration paid to its directors as follows:

   Remuneration Package Description Time of payment

   Basic Salary:

   13th Month Salary:

   Sitting Allowances:

   • Part of gross salary package for Executive Directors only * Reflects the industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

   • Part of gross salary package for Executive Directors only •Reflects the industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

   • Allowances paid to Non-Executive Directors only for attending Board meetings.

     Paid monthly during the financial year

     Paid in the last month of the financial year

     Paid after each meeting

3. Commitment to Good Corporate Governance: Haldane McCall Plc ("the Company") is committed to carry on its operations in a fair, honest and transparent manner in compliance with a high level of professional ethics, and international best practice and procedure in Corporate Governance. With the goal to deliver greater shareholder value, the Company has continued to subject its operations to the high standards of corporate governance, which is an essential foundation for sustainable corporate success. We are dedicated to uphold the creed and principles of good Corporate Governance in all our operations which is the bedrock of the public trust and confidence reposed in us by shareholders, business partners, employees and the financial markets; and the key to our continued longterm success.

   Corporate Governance is a key driver of corporate accountability and business prosperity. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations. Haldane McCall Plc complies with the provisions of the Code of Best Practices on Corporate Governance in Nigeria and the requirements of the current Nigerian Code of Corporate Governance 2018. The Company adopts a responsible approach in its activities by maintaining a high standard of openness and accountability while also taking into consideration the interest of stakeholders.

   During the year under review, Haldane McCall Plc duly observed all regulations guiding its activities. Haldane McCall Plc established structures / mechanism to enhance its internal control while the efficiency of measures for enhancing operational and compliance control are continually reviewed from time to time. The Company executed various governance activities which included the review of the mandate of all the Board Committees in order to align same with leading practices and extant regulations. The Board and its Committees also carried out self-assessment to review their compliance with their terms of reference. Entrenched in the fibre of Haldane McCall Plc is the culture of openness which promotes healthy discourse and encourages employees to report improper activities. The belief that success is only worth celebrating when achieved the right way through a process supported and sustained with the right values remains one of the Company's guiding principles.

   1. The Board:

      The Board of Directors is responsible for the governance of the Company and is accountable to shareholders for creating and delivering sustainable value through the management of the Company's business. The Board is committed to the highest standards of business integrity, ethical values and governance. It recognizes the responsibility of the Company to conduct its affairs with transparency, prudence, fairness, accountability and social responsibility, thereby safeguarding the interests of all stakeholders. The Board ensures that an appropriate level of checks and balances is maintained, in order to ensure that decisions are taken with the best interest of the Company's stakeholders in mind.

      The company's Directors possess the right balance of expertise, skills and experience, which translates to an effective Board and executive management team capable of steering the affairs of the Company in an ever changing and challenging environment.

      The Board determines the overall strategy of the Company and follows up on its implementation, supervises the performance of the Company and ensures adequate management, thus actively contributing to developing the Company as a focused, sustainable and global brand. The synergy between the Board and Management fosters interactive dialogue in setting broad policy guidelines in the management and direction of the Company to enhance optimal performance and ensures that associated risks are properly managed. Furthermore, the Board plays a central role in conjunction with Management in ensuring that the Company is financially balanced, well governed and risks are identified and well mitigated.

      Members of the Board of Directors are seasoned professionals, who have excelled in various sectors including accounting, engineering, oil and gas, telecommunications,

      manufacturing and banking. They possess the requisite integrity, skills and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board. They have a good understanding of the Company's business and affairs to enable them properly evaluate information and responses provided by Management, and to provide objective challenge to management.

      The Board meets quarterly and additional meetings are convened as required. Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the Company. The Directors are provided with comprehensive information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.

   2. Responsibilities of the Board:

      The Board has ultimate responsibility for determining the strategic objectives and policies of the Company to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives and controls. The Board has delegated the responsibility for day-to-day operations of the Company to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board acknowledges the relationship between good governance and risk management practices, in relation to the achievement of the Company's strategic objectives and good financial performance.

   3. Responsibilities of the Board:

      Notwithstanding the delegation of the operation of the Company to Management, the Board reserved certain powers which include the approval of quarterly, half-yearly and full year Financial Statements (whether audited or unaudited) and any significant change in accounting policies and/or practices; approval of major changes to the Company's corporate structure and changes relating to the Company's capital structure or its status as a public limited company; the determination and approval of the strategic objectives and policies of the Company to deliver long-term value; approval of the Company's strategy, medium and short term plan and its annual operating and capital expenditure budget; appointment or removal of Company Secretary; recommendation to shareholders, of the appointment or removal of auditors and the remuneration of Auditors; approval of resolutions and corresponding documentation for shareholders in general meeting(s), shareholders circulars, prospectus and principal regulatory filings with the Regulators. Other powers reserved for the Board are the determination of Board structure, size and composition, including appointment and removal of Directors, succession planning for the Board and senior management and Board Committee membership; approval of mergers and acquisitions, expansion and establishment of subsidiaries; approval of remuneration policy and packages of the Managing Director and other Board members, appointment of the Managing Director and other Directors nominated by the Company; approval of the Board performance evaluation process, corporate governance framework and review of the performance of the Managing Director; approval of policy documents on significant issues including Enterprise-wide Risk Management, Human Resources, Credit, Corporate governance

      and Anti - Money laundering, and approval of all matters of importance to the Company as a whole because of their strategic, financial, risk or reputational implications or consequences.

   4. Role of the Chairman:

      The roles of the Chairman and Chief Executive are separate and no one individual combines the two positions. 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. The Chairman is 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 Company. The Chairman also facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

   5. Role of the Group Managing Director / Chief Executive Officer:

      The Board has delegated the responsibility for the day-to-day management of the Company to the Group Managing Director/Chief Executive Officer, who is supported by Executive Management. The Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board of Directors.

      Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews group performance, matters of strategic concern and any other matter it regards as material.

   6. Board Composition:

      The Company's Articles of Association provides that, the Company's Board of Directors shall consist of no less than five (5) and not more than sixteen (16) Directors. The thorough process for selecting Board members gives premium to educational and professional background, integrity, competence, capability, knowledge, expertise, skills, experience and diversity. During the year under review, the Board provided the required leadership for the Company for prudent and effective risk management while it also ensured that resources were available to enable the Company achieve its aims.

   7. Board Meetings and Attendance

   Members of the Board of Directors hold a minimum of four quarterly meetings to approve the company's business strategy and objectives, decide on policy matters, direct and oversee the Company's affairs, progress, performance, operations, and finances; and ensure that adequate resources are available to meet the Company's goals and objectives. Attendance of Directors at quarterly meetings was very satisfactory.

4. Board Committees:

   The Board carries out its responsibilities through its Standing Committees, which have clearly defined terms of reference, setting out their roles, responsibilities, functions and

   scope of authority. The Board of Haldane McCall Plc has four (4) Standing Committees alongside other Board Supervised Management Committees:

   1. Executive Board Committee;

   2. Risk Management Committee

   3. Remuneration Committee

   4. Statutory Audit Committee

   Through these Committees, the Board is able to effectively carry out its oversight responsibilities and take advantage of individual expertise to formulate strategies for the Company. The Committees make recommendations to the Board, which retains responsibility for final decision making. All Committees in the exercise of their powers so delegated conform to the regulations laid down by the Board, with well-defined terms of reference.

   1. Executive Management Committee

      The Committee is comprised of Senior Management staff and Heads of Department. The Committee holds its meetings every Monday to deliberate on daily management operations, business reviews, targets and sundry issues. Members of the Committee are:

      • Mr. Edward Akinlade Group Managing Director
      • Mr. David Emuloh Executive Director
      • Mrs. Abiola Elugbaju Executive Director
      • Mr. Olufemi Ojewande Executive Director
   2. Risk Management Committee

      This Committee is tasked with the responsibility of setting and reviewing the Company's risk policies. The coverage of supervision includes the following: Credit Risk, Reputational Risk, Operations Risk, Technology Risk, Market Risk, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time. The Terms of Reference of the Board Risk Management Committee include to:

      • Review and recommend for the approval of the Board, the Company's Risk Management Policies including the risk profile and limits;

      • Determine the adequacy and effectiveness of the Company's risk

        detection and measurement systems and controls;

      • Evaluate the Company's internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework;

      • Oversee Management's process for the identification of significant risks across the Company and the adequacy of risk mitigation, prevention, detection and reporting mechanisms;

      • Review and recommend to the Board for approval, the contingency plan for specific risks;

      • Review the Company's compliance level with applicable laws and regulatory requirements which may impact on the Company's risk profile;

      • Conduct periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Company's risk profile;

      • Handle any other issue referred to the Committee from time to time by the Board.

   3. Remuneration Committee:

      The Board Remuneration Committee has the responsibility of setting the principles and parameters of Remuneration Policy across the Company, determining the policy of the Company on the remuneration of the Group Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long-term incentives for employees of the Company.

      The Committee is responsible for the determination of remuneration policy and its application for senior executives, performance evaluation, the adoption of incentive plans, and various governance responsibilities related to remuneration to a standalone committee, or to any other committee capable of combining it with their existing functions, as is appropriate.

   4. Statutory Audit Committee:

      This Committee is responsible for ensuring that the Company complies with all the relevant policies and procedures both from the regulators and as laid-down by the Board of Directors. Its major functions include:

      • the approval of the annual audit plan of the internal auditors,

      • review and approval of the audit scope and plan of the external auditors,

      • review of the audit report on internal weaknesses observed by both the internal and external auditors during their respective examinations and

      • to ascertain whether the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.

      • The Committee also reviews the Company's annual and interim audited financial statements, particularly the effectiveness of the Company's disclosure controls and systems of internal control as well as areas of judgment involved in the compilation of the Company's results.

      • The Committee is responsible for the review of the integrity of the

        Company's financial reporting and

      • oversees the independence and objectivity of the external auditors, review and

      • ensures that adequate whistle blowing procedures are in place and that a summary of issues reported are highlighted to the Committee; and

      • review the independence of the external auditors and ensures that where non-audit services are provided by the external auditors and that there is no conflict of interest. The Committee has access to external auditors to seek explanations and additional information, while the internal and external auditors have unrestricted access to the Committee, which ensures that their independence is in no way impaired.

   In compliance with the provisions of Section 404 (3) of the Companies and Allied Matters Act 2020, which requires the Director representatives to be two (2); the Committee is made up of two (2) Non-Executive Directors and three (3) Shareholders of the Company appointed at Annual General Meetings with the Company Secretary

   / Legal Adviser as the Secretary. The membership of the Committee at the Board level is based on the relevant experience of the Board members, while one of the shareholders serves as the Chairman of the Committee. The Committee has as its chairman, a member representing the shareholders and holds meetings from time to time to deliberate on Audit Scope & Plan, the Time Table of the Company for the year, the Audited Accounts & unaudited trading results of the Company, Management Letter prepared by the External Auditors of the Company. In the performance of its functions, the Committee has unrestricted, direct access not just to the internal audit department but also to the external auditors.

5. Relations with Shareholders:

   The Company is conscious of and deliberately promotes shareholders' rights. It continues to take necessary steps to improve on same. In its interaction with its shareholders, the Company lays emphasis on effective communication. Through its reports and the Annual General Meeting, the Board renders stewardship to the Company's shareholders. Besides these formal relations, the Board has in place other avenues for interaction with shareholders such as other less formal meetings and contacts.

   The benefits from contributions, advice and wisdom from the shareholder members of the statutory Audit Committee remain invaluable. The inclusion of the representatives of the shareholders in the Audit Committee and also on the Board ensures that the shareholders are kept abreast of developments in the Company.

6. The Annual General Meeting:

   The Annual General Meeting of the Company is the highest decision-making body of the Company. The Company's General Meetings are conducted in a transparent and fair manner. Shareholders have the opportunity to express their opinions on the Company's financial results and other issues affecting the Company. The Annual General Meeting is attended by representatives of regulators such as the Securities and Exchange Commission, the Nigerian Exchange Group, the Corporate Affairs Commission as well as representatives of Shareholders' Associations. The Company's has a Relations Unit, which deals directly with enquiries from shareholders and ensures that Shareholders' views are escalated to Management and the Board. In addition, quarterly, half-yearly and annual financial results are published in national newspapers.

   1. Management's, Protection of Shareholders' Rights:

      The Board ensures the protection of the statutory and general rights of shareholders at all times, particularly their right to vote at general meetings. All shareholders are treated equally, regardless of volume of shareholding or social status.

   2. The Company Secretary:

      The Company Secretary provides a point of reference and support for all Directors. The Company Secretary also consults regularly with Directors to ensure that they receive required information promptly. The Board may obtain information from external sources, such as consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly. The Company Secretary is also responsible for assisting the Board and Management in the implementation of the Nigerian Code of Corporate Governance, coordinating the orientation and training of new Directors and the continuous education of Non-Executive Directors; assisting the Chairman and Managing Director to formulate an annual Board Plan and with the administration of other strategic issues at the Board level; organizing Board meetings and ensuring that the minutes of Board meetings clearly and properly capture Board discussions and decisions.

   3. Insider Trading and Price Sensitive Information:

      The Company has in place a policy regarding trading in its shares by its Directors and employees on the terms and conditions similar to the standards set out by the Nigerian Exchange Group. Directors, insiders and their related persons in possession of confidential price sensitive information ("insider information") are prohibited from dealing with the securities of the Company where such would amount to insider trading. Directors, insiders and related parties are prohibited from disposing, selling, buying or transferring their shares in the Company for a "lock up" period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the Company

      from time to time. In addition to the above, the Company makes necessary disclosure as required under Rule 111 of the Securities and Exchange Commission ("SEC") Rules and Regulations which stipulates that Directors and top Management employees and other insiders of public companies shall notify the SEC of any sale or purchase of shares in the company, not later than forty-eight (48) hours after such activity. The Directors of the Company comply strictly with the laid down procedure and policy regarding trading in the Company's shares.

   4. Corporate Social Responsibilities: Interaction with the Society:

   The Company in its activities, pays due attention to ethical values, complies with legal requirements and takes into consideration the various stakeholders comprising not just its members but also the general populace and communities where it carries on business. The Company ensures maximum care for the environment where it operates by maintaining the highest environmental standards. Being an employer, supplier and consumer, Haldane McCall Plc contributes to the economic growth in various ways.

   Internal Financial Controls

   The Company has in place procedures and structures for an effective control environment that promotes the orderly and efficient conduct of the Company's business. These include the safeguarding of the Company's assets and the maintenance of proper accounting records and financial information among others. The Audit Committee also plays a vital role in ensuring a sound system of internal control.

7. Information Technology Upgrades

   Information Technology is embedded into the Company operations and seeks to provide a stable, up to date information technology Infrastructure for the Improvement of the working environment, increased productivity and cyber security. The technological advancements include:

   1. Software use for smarter work and improved productivity; this encompasses various applications with social distancing technics to reduce physical interactions at the workplace.

   2. A centralized office 365 SharePoint Library, set up for ease of document sharing among employees and the Backup of official documents, to create a reduction in data loss, accidents or theft

   3. The implementation of a centralized Storage Area Network (SAN) for safe storage and backup for all employee files through integration in the systemm network.

   4. Antivirus Upgrade to maintain a safe cyber environment which matches advancements in emerging threats.

8. Internship Management

The internship programme is an initiative, designed to develop and create a talent pool. It seeks to provide learning opportunities and practical work experience for career development in young uundergraduates (SIWES/Industrial Attachment). The interns acquire technical and soft skills, based on exposure to the business practices through various learning modules.

Haldane McCall Plc ensures compliance with the laws and regulations guiding its operations in Nigeria. The Company has in place the following Policies:

1. Securities Trading Policy

2. Code of Conduct and Business Ethics

3. Anti-Bribery and Corruption Policy

4. Anti-Money Laundering and Combating Terrorism Financing Policy

5. Market Conduct Policy Complaints Management Policy Framework

The Company complied with all relevant laws and regulations within the year ended 31 December, 2025.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

In conformity with the provisions of Section 377 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of the financial statements which give a true and fair view in accordance with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and Allied Matters Act, 2020. In doing so, they ensure that, in preparing the financial statements, the Directors are responsible for:

• Proper accounting records are maintained;

• Applicable accounting standards are complied with;

• Suitable accounting policies are adopted and consistently applied;

• Judgments and estimates made are reasonable and prudent;

• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and Internal control procedures are instituted which, as far as is reasonably possible, safeguards the assets -and also prevents and detects fraud and other irregularities.

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 in the year ahead.

CERTIFICATION IN COMPLIANCE WITH RULE 17.15 DISCLOSURE OF DEALINGS IN ISSUER'S SHARES

In compliance with Rule 17.15 Disclosure of Dealings in Issuer's Shares, Rulebook of the Exchange 2015 (Issuers Rule) Haldane McCall Plc maintains effective security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the company's shares.

……………………………………..

The Policy is regularly reviewed and updated by the Board. The company has made specific inquiries of all the directors and other insiders and is not aware of any infringement.

……………………………………

Haldane McCall Plc with a free float percentage of 35.34% as at 31 December 2025, is compliant with The Exchange's Free Float requirements for the companies listed on the Main Board.

We have audited the Financial Statements of Haldane McCall Plc ("the Company") which comprise the statements of financial position as at 31 December 2025, the statements of profit or loss and other comprehensive Income, changes in equity, statements of cash flows for the year ended, the notes to the financial statements including a summary of significant accounting policies. In our opinion, the financial statements give a true and fair view of the financial position of Haldane McCall Plc as at 31 December 2025 and the statements of profit or loss and other comprehensive and statement of cash flows for the year then ended in accordance with the International Financial Reporting Standards, the Companies and Allied Matters Act Cap C20 LFN 2020 and the Financial Reporting Council of Nigeria Act, 2011.

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the requirements of the Institute of Chartered Accountants (ICAN) code and other independent requirements applicable to performing audit of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the ICAN code and in accordance with other ethical requirements applicable to performing audits in Nigeria. The ICAN code is consistent with the International Ethics Standard Board for Accountants code of Ethics for Professional Accountants (Part A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon, and we do not provide a separate opinion on these matters.