Annual Report and Financial Statements 2025

KAKUZI PLC

ANNUAL REPORT AND AUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Table of Contents Page No

Company information 3

Notice of Annual General Meeting 4

Chairman's Statement 5 - 8

Report of the Directors 9 - 10

Statement of Directors' Responsibilities 11

Directors' Remuneration Report 12

Statement on Corporate Governance 13 - 33

Corporate Governance Auditor's Report 34

Corporate Social Investment Report 35 - 37

Independent Auditors' Report 38 - 42

Financial Statements:

Consolidated and separate statement of profit or loss and other comprehensive income 43

Consolidated statement of financial position 44

Separate statement of financial position 45

Consolidated statement of changes in equity 46

Separate statement of changes in equity 47

Consolidated and separate statement of cash flows 48

Notes to the consolidated and separate Financial statements 49 - 106

Company's five year record 107

Form of proxy (Annual General Meeting) 108

Company Information

For the year ended 31 December 2025

COUNTRY OF INCORPORATION

The Company is incorporated in Kenya under the Kenyan Companies Act, 2015. DIRECTORS

The Directors who held office during the year and at the date of this report were:-

Mr. N Ng'ang'a Chairman

Mr. C J Flowers Managing Director Mr. G H Mclean*

Mr. K R Shah

Mr. D M Ndonye Mr. S N Waruhiu Mr. A N Njoroge Dr. J K Kimani Ms. P Ager

* British

REGISTERED OFFICE REGISTRARS

Main Office Custody & Registrars Services Limited

Punda Milia Road, Makuyu IKM Place

P O Box 24 Tower B, 1st Floor

01000 THIKA 5th Ngong Avenue

Telephone (060) 2033012 P O Box 8484, NAIROBI 00100

E-mail: mail@kakuzi.co.ke Telephone (020) 7608216 Email: info@candrgroup.co.ke

SUBSIDIARY COMPANIES AUDITORS

Estates Services Limited (100% holding) Deloitte & Touche LLP

Kaguru EPZ Limited (100% holding) Deloitte Place

Waiyaki Way, Muthangari P O Box 40092

00100 NAIROBI

SECRETARY BANKERS

John L G Maonga KCB Bank Kenya Limited

Maonga Ndonye Associates P O Box 30081

Jadala Place, Ngong Lane, Ngong Road 00100 NAIROBI P O Box 73248

00200 NAIROBI NCBA Bank Kenya Plc

Telephone (020) 2149923 P O Box 44599

00100 NAIROBI

ORDINARY SHARES

The Company's ordinary shares are listed on the Nairobi Securities Exchange and the London Stock Exchange.

Notice of Annual General Meeting

NOTICE is hereby given that the Ninety Eighth Annual General Meeting of the Members of the Company will be held in the Ballroom at Nairobi Serena Hotel, Nairobi on Wednesday, 20th May 2026 at 11:00 a.m. for the following purposes: -

1. To read the notice convening the meeting.

2. To table the proxies received and confirm the presence of a quorum.

3. To approve the minutes of the Ninety Seventh Annual General Meeting held on 14th May 2025.

4. To receive, consider and adopt the Audited Financial Statements for the year ended 31 December 2025 together with the reports of the Chairman, the Directors and the Independent Auditors thereon.

5. To declare a first and final dividend of Shs 16 per ordinary share (2024: Shs. 8.00) for the Financial Year ended 31 December 2025. The dividend shall be paid on or about 15 June 2026 to the shareholders on the members' register at the close of business on Friday, 29 May 2026.

6. To approve the Directors' Remuneration Report as detailed in the Annual Report for the Financial Year ended 31 December 2025.

7. To re-elect Directors:-

   1. In accordance with Article 27 of the Company's Articles of Association and subject to approval by the shareholders pursuant to guideline 2.5 of the Code of Corporate Governance Practices for Issuers of Securities to the Public 2015, Nicholas Ng'ang'a, a Director who is over seventy years old, retires by rotation and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.

   2. Ketan Rameshchandra Shah, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.

   3. Ms. Pamella Ager, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers herself for re-election.

8. In accordance with the provisions of Section 769 of the Kenyan Companies Act, 2015, the following Directors be appointed to serve as members of the Board Audit & Risk Committee: -

   1. Mr. Daniel Mutisya Ndonye

   2. Mr. Stephen Njoroge Waruhiu

   3. Mr. Andrew Ndegwa Njoroge

   4. Ms. Pamella Ager

9. To note that Messrs Deloitte & Touche LLP shall retire as Auditors of the Company at the conclusion of the Annual General meeting. Consequently, and as recommended by the Directors, to appoint Messrs PricewaterhouseCoopers LLP (PWC) as Auditors of the Company for the Financial year ending 31 December 2026 and to authorise the Directors to fix the Auditors' remuneration.

10. To transact any other business of an Annual General Meeting of which due notice has been received. BY ORDER OF THE BOARD

    J L G MAONGA COMPANY SECRETARY

    24 March 2026

    Notes: A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company.

    * Messrs Deloitte & Touche LLP were first appointed as Auditors of the Company on 15th May 2017.

    Chairman's Statement

    For the year ended 31 December 2025 Financial Performance

    A pre-tax profit of Ksh 568 million was recorded for the year (2024: pre-tax loss of Ksh 167 million). Whilst certain circumstances leading to the loss in 2024 have been mitigated, geopolitical tensions remain and continue to impact our avocado operations negatively. Further efforts to mitigate losses are continuing in earnest.

    Avocado Profits: An improved but challenging year

    Profit improvement: In 2025, avocado profits reached Ksh 709 million (2024: Ksh 361 million). Whilst this represents a 96% increase, the results are still being negatively impacted by instability in our shipping logistics.

    Production: Whilst production improved by 23%, the export volume was negatively impacted by pest and disease pressure. Pest pressure continues to intensify nationally as the area under avocado orchards increases. We continue to work with the relevant partners to develop new techniques to manage these emerging issues.

    Currency: The average Shilling to Euro exchange rate remained fairly stable for the year at Kshs 146.03 compared to that of 2024 (Average Kshs 145.82). Avocado sales in Europe are transacted in Euros and thus no material exchange losses incurred.

    Market Conditions: The European market prices were lower for our main Hass crop, due to substantial volumes from traditional suppliers Peru, South Africa, and, to some extent, Colombia. The Red Sea route reopened in the year; however, logistical instability on this route continues to cause fruit quality problems and lower prices. In 2025, we exported 525 containers (2024: 446 containers), achieving an average price of Euro 7.13 per carton (2024: Euro 7.64 per carton).

    The Company continues to develop mitigation measures, including leveraging market access to both China and India. Whilst these markets offer easier logistics, the current market size does not offer an immediate substitute for Europe.

    Macadamia Profits: Continued recovery

    Profit Improvement: In 2025, the macadamia operations recorded a much-improved profit of KSh 365 million (2024: KSh 69 million).

    Demand for macadamia kernel continues to recover with increased volumes of sales and improved prices. However, in order to maintain sustainable demand, the product needs to expand the opportunities for how consumers can experience quality macadamia kernel.

    The average price achieved in 2025 for all kernel was US$ 11.70 per kilo (2024: US$ 9.0 per kilo). Whilst this 30% price increase is welcome, it remains lower than pre-COVID levels of circa US$ 15 per kilo.

    As our orchards mature, we continue to witness increasing volumes. In 2025, a total of 7.8 million kilos of nuts in husk were produced from our 1,410 hectares (2024: 6.9 million kilos), representing an annual growth of 13%.

    We remain confident that market demand for good-quality, premium-size kernels will continue to improve; however, for smaller kernel, we anticipate a less balanced market, leading to some price volatility.

    Forestry & Livestock: Another good year of profitability.

    Stable profits: Forestry profits (prior to biological asset valuation) recorded similar performance to last year at Ksh 122 million (2024: Ksh 128 million).

    Demand for poles and timber remains firm, and we continue to grow our customer base for our range of sustainably grown timber.

    Livestock operations again broke even, in line with last year's performance. Livestock sales continue to be through the Company's butchery and Boran Barn restaurant.

    Tea: Production was down on 2024 and the operation loss making.

    Profit reduction: The international price for Kenya tea continued to suffer on the back of high global inventories of the product. Consequently, the price paid for our leaf reduced 11% to Ksh 166 per kilo of made tea (2024: Ksh 186 per kilo of made tea).

    Profits were negatively impacted with the production unit recording a loss of Ksh 53 million (2024: Profit of Ksh 15 million).

    Blueberry: Increased Production and Profits

    The operation made a profit of Ksh 5 million (2024: a loss of Ksh 19 million). Production volumes increased to 90 tons (2024: 53 tons). The new varieties continue to perform according to expectation for both yield and fruit quality. In 2025, the average price was US$ 12.40 per kilo (2024: US$ 11.54 per kilo).

    Key Achievements

    I am pleased to report that the Company's investment in its multiple crops continues to demonstrate reasonable returns. The increase in macadamia volumes and the return to acceptable levels of profitability is commendable.

    The results for our blueberry operations are encouraging and continue to indicate that, despite a high establishment cost, this crop has the potential to significantly contribute to our diversification strategy.

    As a part of our corporate strategy of product diversification we continue to focus on value addition wherever it makes commercial sense. The strategy is paying off, and while Kakuzi was export-oriented in the past, we can now confirm that we have a growing domestic market contribution to the bottom line with over Ksh 50 million of sales recorded. This significant sum was generated from the sale of our value-added products through our Kakuzi Farm Market, including ready-to-eat macadamia, cold-pressed macadamia oil, avocado fruits and blueberry packs. In addition, we have recently introduced a loose-leaf tea product available in 250 g and 500 g packs.

    Corporate Governance

    Shareholders would have read the recommendations from National Lands Commission's deliberations during the third quarter of 2025. After obtaining legal advice, we have moved to Court challenging the constitutional legitimacy of these recommendations. The legal process is ongoing, and we will keep shareholders informed as material developments occur.

    The Company has also filed a lawsuit in the Supreme Court to defend its ownership of the 70-acre golf course. The Supreme Court has already heard this matter and we await their judgement.

    Regarding the issues raised by the CMA in 2020, the matter is now before both the Court of Appeal and CMA Tribunal.

    Sustainability Initiatives

    Sustainability remains central to our operations, underpinning our commitment to responsible business practices in line with societal aspects, what is good for the environment, planet and business outcomes. Company Community Partnerships continued to evolve through continuous needs assessments and structured engagement with local communities, administration, and partner institutions. These engagements provide insights that shape our actions in line with the UN Guiding Principles on Business and Human Rights. We published our Sixth ESG report in the year

    We continued strengthening our approach to responsible resource management, building on longstanding investments in water security and technology based, climate conscious agricultural practices. These efforts supported operational resilience throughout the year.

    The impact of climate change on our operations cannot be ignored. In 2024, we experienced a significant reduction in avocado production due to the excess rainfall experienced in the early part of the year. Some orchards were simply inundated by the heavy rain, with approximately 30 hectares lost to flooding.

    Sustainability Initiatives (continued)

    Climate change remains a defining factor for our operating environment. In 2025, we continued our work on climate change mitigation and landscape restoration through structured tree-planting initiatives, riparian rehabilitation along the Thika River, and conservation partnerships. These activities are geared towards supporting ecosystem recovery and the health of our agricultural operations.

    I am pleased to inform our stakeholders that we expanded our irrigation water conservation by adding an additional 1 million cubic meters of storage capacity, bringing our total to 13 million cubic meters. This key development further enhances our self-sufficiency in water through our use of water catchments.

    Our efforts to transform waste agricultural products into valuable resources continue. The production of biochar from macadamia shells provides a sustainable solution to waste management and also supports our commitment to environmental sustainability and agricultural innovation. If our trials prove successful, the biochar produced will be combined with our other organic compost to improve soil health, sequester carbon, and enhance the soil's water and nutrient-holding capacity.

    These initiatives demonstrate our commitment to integrating sustainable agricultural practices into our operations, which we believe will be fundamental to our future success.

    Our focus on sustainable agricultural innovation continued, with increased emphasis on regenerative land management and expanded collaborations in environmental conservation. These efforts continue to contribute to healthier soils, improved carbon retention, and long-term agricultural sustainability.

    In 2025 in line with our broader sustainability agenda, Kakuzi continued its Corporate Social Investment and sustainability initiatives in alignment with the United Nations Sustainable Development Goals (SDGs), with a focus on Good Health and Well-being (SDG 3), Quality Education (SDG 4), Gender Equality (SDG 5), Clean Water and Sanitation (SDG 6), Decent Work and Economic Growth (SDG 8), and Climate Action (SDG 13).

    Kakuzi advanced its Decent Work and Economic Growth priorities by contributing to local economic activities and livelihood development. During the year, the Company directed over Ksh 74 million in procurement spend to local suppliers and expanded skills-building efforts through community beekeeping initiatives, supporting greater economic participation and resilience.

    These initiatives demonstrate Kakuzi's continued commitment to integrating sustainability into its operations and fostering resilient, empowered communities for long-term shared value.

    Collaborative conversations and open communication channels with diverse stakeholders continue to foster sustainable relationships. We partnered with the Ministry of Health, Ministry of Education, Kenya Forest Service, National Environmental Management Authority, and the Kenya Red Cross on several environmental projects. We engaged Murang'a Technical Training Institute on industry-linked training pathways. Kakuzi was recognized by the Kenya Red Cross for leadership and social impact. We also supported youth development through sports-kits donations to local teams. These relationships help shape our Company-Community Partnerships and contribute to creating a sustainable society. These initiatives are designed to build capacity, resilience, and independence within surrounding communities and are detailed in our ESG report, available on our website

    Future Plans

    The Company's strategy of diversification and expansion of superfood production continues, and as described in last year's report, our strategic plan is focused on five key pillars:

    • Expanding our production of avocado and macadamia,

    • Diversification into new superfoods,

    • Diversification into new markets,

    • Value addition through our Kakuzi Farm Market

    • Continuing development of our sustainability and social performance initiatives.

      The positive blueberry results for 2025 have provided the confidence needed to continue expanding this crop. In 2026, a further 15 ha will be added to the existing 10 ha of blueberries, with the potential to increase this by 25 ha a year thereafter.

      Future Plans (continued)

      This venture has the potential to significantly increase the Company's revenue streams, diversify markets and logistics routes, and reduce our exposure to any single crop.

      As well as expanding our existing crops and the new blueberry venture, developing a non-agricultural income stream has long been an objective. Management is actively exploring various options to enhance value for shareholders. I look forward to briefing shareholders on these developments as more concrete plans are formulated.

      Our need to continue expanding agricultural technological initiatives is now more important than ever as we face emerging challenges from pests and diseases, the impacts of adverse weather and changing legislation around plant protection products. We will continue investing in both people and technology to meet these challenges.

      Market Trends & Outlooks

      Further diversification of products, markets, and logistics routes is still required to mitigate risks, many of which are beyond our control. Geopolitical tension in the Middle East has disrupted logistics routes for over two years, and continues to do so.

      Competition in Europe's avocado market is intensifying, and the need for Kenyan producers to deliver high-quality fruit is critical. Long transit times for fresh produce from East Africa to Europe impairs our ability to compete, especially as logistics from key competitors, such as Peru and South Africa, improve.

      The development of Asian and Indian markets for Kenyan fresh produce has always been a priority, but perhaps now the need for further market access is key. Last year, we also noted the need for market access into North America; this remains an aspiration and to this end we are engaged with the relevant government bodies to begin this complex process.

      Macadamia markets continue to show strong demand, but we need to balance the expectation of high international prices with the fundamental need to increase consumption. Having a competitive source of macadamia expands the range of products in which the kernel is used, thereby improving consumer awareness. We have witnessed this in our cold-pressed oil range, where consumers are now actively choosing this oil over traditional alternatives.

      A key objective for Kenya must be to increase the domestic consumption of quality Kenyan macadamia kernel rather than rely exclusively on export markets. It is ironic that, as a country ranked third among the world's producers, we have little domestic promotional activity and consumption.

      The commercialisation of our blueberry production unit is finally becoming a reality. In time, we believe this venture has the potential to add a significant revenue stream to the Company. Demand for quality blueberries continues to increase, and given our location and resources, we are well placed to become East Africa's leading producer.

      Dividend

      Your Board recommends a first and final dividend of Ksh 16 per share. Acknowledgements

      The past year has not been without its challenges, and we remain immensely grateful to you, our shareholders, for your support. The Board also extends its appreciation to the management and staff for their dedication to duty and commitment to our corporate vision and mission. We also extend gratitude to all our stakeholders from the County Government of Murang'a, National Government officials and agencies, buyers, suppliers, business partners and service providers for their support, which continues to drive our success.

      NICHOLAS NG'ANG'A CHAIRMAN

      24th March 2025

      The Directors submit their report together with the audited Financial Statements for the year ended 31 December 2025, which disclose the state of affairs of Kakuzi Plc (the "Group and the "Company"). The Annual Report and Financial Statements have been prepared in accordance with the Kenyan Companies Act, 2015.

      PRINCIPAL ACTIVITIES

      The principal activities of the Group comprise:

    • Growing, packing and selling of avocados

    • Growing, cracking and selling of macadamia nuts

    • The cultivation and sale of tea green leaf

    • Forestry development and sale of forestry products

    • Livestock farming, animal feed and sale of beef

    • Growing, packing and selling of blueberries The two subsidiary companies are dormant.

    GROUP MISSION AND VISION

    The Group's mission is to consistently produce quality products, responsibly, sustainably and ethically. The Group's vision is to be a global leader and the preferred producer and supplier of quality agricultural products.

    BUSINESS REVIEW

    A review of the business of the Group is incorporated within the Chairman's Statement on pages 5 to 8. PRINCIPAL RISKS AND UNCERTAINTIES

    There are a number of possible risks and uncertainties that could impact the Group's operations. The Group regularly monitors the risks. The information on the Group's financial risks is disclosed in Note 4 of the Financial Statements. The following risks relating to the Group's principal operations have been identified:

    1. Climate Change: level of rainfall affecting crop yields and in extreme cases, crop viability.

    2. Market access and Price volatility: logistical challenges and changes in market prices impact profitability each season.

    3. Currency fluctuation: profit volatility arising from sales denominated in foreign currency.

    4. Cost of labour: increased cost of production and lower profitability.

RESULTS AND DIVIDEND

The net profit for the year was Shs 387,573,000 (2024: loss of Shs 131,694,000). The Directors recommend the approval of a first and final dividend of Shs 16.00 (2024: Shs 8.00) per ordinary share.

The results for the year are set out on page 43 in the Financial Statements. ANNUAL GENERAL MEETING

The Ninety Eighth Annual General Meeting of the Company will be held in the Ballroom at Nairobi Serena Hotel, Nairobi on Wednesday, 20th May 2026 at 11:00 a.m.

DIRECTORS

The Directors who held office during the year and at the date of this report are set out on page 3. The Directors' interests in the share capital of the company are listed below: -

At 31 December 2025 At 31 December 2024

In accordance with Article 27 of the Company's Articles of Association and subject to approval by the shareholders pursuant to guideline 2.5 of the Code of Corporate Governance Practices for Issuers of Securities to the Public 2015, Nicholas Ng'ang'a, a Director who is over seventy years old, retires by rotation and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.

Ketan Rameshchandra Shah, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers himself for re-election.

Ms Pamella Ager, a Director who retires by rotation in accordance with Article 27 of the Company's Articles of Association and, being eligible in accordance with Article 28 of the Company's Articles of Association, offers herself for re-election.

In accordance with the provisions of Section 769 of the Kenyan Companies Act, 2015, the following Directors be appointed to serve as members of the Board Audit & Risk Committee: -

1. Mr. Daniel Mutisya Ndonye

2. Mr. Stephen Njoroge Waruhiu

3. Mr. Andrew Ndegwa Njoroge

4. Ms. Pamella Ager

DISCLOSURE OF INFORMATION TO AUDITORS

Each Director confirms that, so far as he is aware at the date of approval of this report, there is no relevant audit information of which the Group's and Company's auditor is unaware and that each Director has taken all the steps that they ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Group's and Company's auditor is aware of that information.

AUDITORS

The Directors note that Messrs Deloitte & Touche LLP shall retire as Auditors of the Company at the conclusion of the Annual General meeting, having been in office for nine years. Consequently, the Directors recommend that Messrs PricewaterhouseCoopers LLP (PWC) be appointed as Auditors of the Company for the financial year ending 31 December 2026.

BY ORDER OF THE BOARD

K R SHAH DIRECTOR

24 March 2026

The Kenyan Companies Act, 2015 requires the Directors to prepare Financial statements for each financial year which give a true and fair view of the financial position of the Group and of the Company at the end of the financial year and of their financial performance for the year then ended. It also requires the Directors to ensure that the Company and its subsidiaries maintain proper accounting records that are sufficient to show and explain the transactions of the Company and its subsidiaries; disclose with reasonable accuracy the financial position of the Group and the Company; and that enables them to prepare Financial Statements of the Group and the Company that comply with prescribed financial reporting standards and the requirements of the Kenyan Companies Act, 2015. The Directors are also responsible for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and error.

The Directors accept responsibility for the preparation and presentation of these Financial Statements in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) and in the manner required by the Kenyan Companies Act, 2015. They also accept responsibility for:

1. Designing, implementing and maintaining such internal controls as they determine necessary to enable the preparation of Financial statements that are free from material misstatement, whether due to fraud or error;

2. Selecting suitable accounting policies and then apply them consistently; and

3. Making judgements and accounting estimates that are reasonable in the circumstances

In preparing the Financial Statements, the Directors have assessed the Group's and the Company's ability to continue as going concerns and disclosed, as applicable, matters relating to the use of going concern basis of preparation of the Financial Statements. Nothing has come to the attention of the Directors to indicate that the Group and the Company will not remain going concerns for at least the next twelve months from the date of this statement.

The Directors acknowledge that the independent audit of the Financial Statements does not relieve them of their responsibilities.

Approved by the Board of Directors on 24 March 2026 and signed on its behalf by:

K R SHAH C J FLOWERS

DIRECTOR DIRECTOR

Kakuzi Plc

Directors' Remuneration Report

For the year ended 31 December 2025

This report is drawn up in accordance with the Kenyan Companies Act, 2015. Nomination & Remuneration Committee

Details of the Nomination and Remuneration Committee are set out on page 21. Policy on Directors Remuneration

The details agreed by the Nomination & Remuneration Committee are as follows:-

• To seek to provide remuneration packages that will attract, retain and motivate the right people for the roles

• So far as is practicable, to align the interests of the Executives with those of shareholders Service Contracts

The Managing Director and the Finance Director are the only Executive Directors of the Company. They have

service contracts with fellow subsidiary companies within the Parent company, Camellia Plc Group, on rolling service contract basis.

Following the initial appointments, Non-Executive Directors and the Finance Director may seek re-election by shareholders on a rotational basis in accordance with the Company's Articles of Association at Annual General Meetings. Non-Executive Directors do not have service agreements.

Directors' Remuneration

The following section has been audited:

The Executive Directors' remuneration (including value of benefits in kind) charged to the Company by a fellow subsidiary company and included in the Related Party transactions (Note 27 (ii)) is as follows:-

Directors' fees are payable after the occurrence of the Board and Committee Meetings. The Directors do not receive any performance-based remuneration. Non-Executive Directors are not entitled to any pension contributions.

BY ORDER OF THE BOARD

K R SHAH C J FLOWERS

24 March 2026 24 March 2026

Overview of the Corporate Governance Framework

As a Board, we are committed to upholding the highest standards of corporate governance, transparency, and accountability, ensuring that the Company is managed in a professional, transparent, fair, and equitable manner that protects and enhances shareholder value while safeguarding the interests of all stakeholders.

The governance principles and standards applied by the Board are guided by the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015 issued by the Capital Markets Authority, the Thirteenth Schedule (Continuing Obligations) to the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023, as well as other globally recognized corporate governance best practices.

Through these frameworks, the Board seeks to promote ethical leadership, effective oversight, responsible risk management, and sustainable value creation.

This Statement describes how the Group applies the main principles of the Code. The Group acknowledges and continues to consider the recommendations of the Code carefully and implement as appropriate. In implementing the Code, the Directors have taken account of the Group's size and structure and the fact that there is a controlling shareholder, which itself is a listed entity in the United Kingdom, Camellia Plc.

The Board, in order to ensure that the Group is compliant, commissions a Governance Audit to be undertaken by an auditor, accredited by the Institute of Certified Public Secretaries of Kenya, every two years. An independent Corporate Governance Audit was conducted for the period ending 31 December 2025, in accordance with the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015. The Governance Auditor's opinion and report are published on page 34 of this Annual Report.

This Corporate Governance Statement is current as at 31 December 2025 and has been approved by the Board of Directors.

Governance Framework

The Group operates within a clearly defined governance framework which provides for delegated authority to strategic Committees with clear lines of responsibility without abdicating the responsibility of the Board. Through the framework, the Board sets out the strategic direction of the Group while entrusting the day-to-day running of the organization to the Executive Management led by the Managing Director. The Board operates through three Committees and one Independent advisory Committee mandated to review specific areas and assist the Board undertake its duties effectively and efficiently. The structure of the relationships between the Board and Board's Committees is illustrated below:

Board composition, size and independence

The Group is governed by a Board of Directors each of whom is, with the exception of the Managing Director, elected by the shareholders.

Board composition, size and independence (continued)

In line with these considerations and the Company's Articles of Association, the Board comprised nine Directors as at the date of this Annual Report: the Chairperson, two Executive Directors, Six Non-Executive Directors, and one Independent Non-Executive Director.

For effective deliberations and to support prudent and timely decision-making, the size and composition of the Board are determined with due consideration to the Company's Articles of Association, the nature and complexity of its operations, the scale and geographic footprint of the Group, as well as the risks to which the business is exposed, in line with the principles of the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015.

The names of the Directors appear on page 3 of this Annual Report, while their abridged biographies are available on the Company's website (https://www.kakuzi.co.ke/management). Based on the Company's strategic priorities, operational scale and governance requirements, the current Board size is considered appropriate to have a balanced mix of skills, experience, independent judgement, and effective oversight of the Group's affairs.

The Board Charter outlines clear criteria for assessing the independence of Directors, consistent with the requirements of the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015. The Board is aware of the requirement to maintain at least one-third of its members as Independent Directors. As at the reporting date, the Board comprises nine Directors, of whom one meets the independence criteria. The Board acknowledges this gap and has committed to progressively enhancing its independence ratio as Non-Executive Director vacancies arise in future.

The Chairperson and three Non-Executive Directors are classified as non-independent owing to their tenure exceeding nine years, in line with the Code's guidance on independence thresholds. However, seven Non-Executive Directors remain independent of Management and maintain unrestricted access to senior Management and the Company Secretary.

Day-to-day operations of the Group are delegated to Management, who are accountable to the Board for the delivery of strategic objectives and performance targets. The Board continues to exercise robust oversight through established governance structures, ensuring clear separation between governance and management roles.

The Company maintains an appropriate Directors' and Officers' (D&O) Liability Insurance policy to indemnify Board members and senior executives against liabilities that may arise in the course of discharging their duties. This coverage supports the Board's ability to exercise independent and objective judgment without undue exposure to personal risk. The policy is reviewed annually to confirm that the level of cover remains adequate, relevant, and aligned with emerging governance and regulatory expectations.

Board Diversity

The Board is committed to maintaining a diverse, balanced, and inclusive composition that brings together the breadth of perspectives, experience, and competencies required for effective oversight and sound decision-making. This commitment is guided by the Company's Board Diversity Policy, which is publicly available on the Company's website and aligned with the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015.

The Board reflects a strong mix of professional qualifications, industry experience, governance expertise, and leadership capability, enabling it to effectively oversee the Company's strategy, risk management, and longterm value creation. The Directors collectively bring experience from a range of sectors and disciplines that support balanced deliberations and informed decision-making.

The Board recognises that diversity extends beyond professional background to include gender, generational perspectives, cultural background, and diversity of thought, all of which enhance the quality of Board discussions and strengthen governance outcomes. The current composition benefits from significant institutional knowledge and experience arising from the tenure and expertise of its members.

At the same time, the Board acknowledges the importance of progressive Board renewal and succession planning for an appropriate balance of continuity, fresh perspectives, and evolving competencies required to support the Company's long-term strategy. The Board remains committed to progressively enhancing its composition, including generational and gender diversity, as opportunities arise through the Company's structured succession and renewal processes.

Board Diversity (continued)

The Nomination and Remuneration Committee periodically reviews the composition of the Board, taking into account independence, diversity, skills requirements, tenure, and the future needs of the Company, and makes recommendations to the Board as appropriate.

Where appropriate, the Board may also seek independent professional advice or draw on specialist expertise from within the wider Group to support informed deliberations on complex matters.

The Board periodically reviews its composition so that it maintains an appropriate balance of skills, experience, independence, and diversity, consistent with the expectations of the CMA Code and evolving corporate governance best practice.

A summary of the current Board diversity profile is presented below.

Board appointment and re-appointment

The Board, assisted by the Board Nominations and Remuneration Committee, is responsible for identifying its members and recommending them for election by the shareholders, who are ultimately responsible for the appointment of Directors to the Board subject to regulatory approvals.

In accordance with the Code and the Company's Articles of Association, all serving Directors excluding the Managing Director, are subject to retirement by rotation and must seek re-election by shareholders at least once every three years. During the 2025 Annual General Meeting Mr. Stephen Njoroge Waruhiu, Mr. Daniel Mutisya Ndonye, and Mr. Graham Harold Mclean offered themselves up for re-election and were re-elected by the shareholders.

Prior to formal appointment, Directors are required to declare any Conflict of Interest that may undermine their position or service as Directors. Declaration of interest is a continuous process that is done at every meeting of the Board.

All Directors have received an appointment letter setting out the terms of their appointment.

The Nomination and Remuneration Committee is tasked on an annual basis, to review the structure, size and composition (including the skills, knowledge, experience, gender and diversity) of the Board. Any further re-appointment of a Non-Executive Director, who has served the Board and attained the age of seventy (70) years is subject to a separate resolution that is approved by the shareholders.

Succession Planning

The Board Nomination and Remuneration Committee regularly reviews the composition of the Board and maintains succession planning as an annual standing agenda item in its deliberations, demonstrating the Board's commitment to leadership continuity and governance effectiveness.

Separation of roles and responsibilities: Chairman, Managing Director and Company Secretary

The role of the Chairman is separate from that of the Managing Director and Company Secretary and there are distinct and clearly defined duties and responsibilities set out in writing in the Company's Board Charter. The separation of the functions of the Chairman (a Non-Executive Director) and the Managing Director (Executive Director) support an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision making. The roles of the Board are separated from that of the Management.

The Chairman provides overall leadership to the Board without limiting the principles of collective responsibility for Board decisions. The Managing Director is responsible to the Board and takes responsibility for the effective and efficient running of the Group businesses on a day-to-day basis.

The Company Secretary, who is a member of the Institute of Certified Secretaries of Kenya and in good standing, with the assistance of the Finance Director and Head of Legal, provides guidance to the Board on its duties and responsibilities and other matters of governance and monitoring and coordinating their completion.

The Board has delegated appropriate authority and limits through various Board approved policies relevant to the tasks to be overseen by Management. In addition, the Board has established Board Committees to assist it to effectively perform its mandate.

A summary of the key responsibilities of each role can be found below:

Chairman Managing Director Company Secretary

• Setting the style and tone of Board discussions and creating the overall conditions for

  Board and Director Effectiveness.

• Ensuring that the Board as a whole is enabled to play a full and constructive part in the development and determination of the Group's strategy and overall commercial objectives.

• Ensuring that the development of the Group's businesses and the protection of the reputation of the Group receive sufficient attention from the Board.

• Directs and controls the work and resources of the Group and ensures the recruitment and retention of the required numbers and types of well-motivated, trained and developed staff so that it achieves its mission and objectives.

• Prepares and recommends to the Board, a long-term strategy and annual business plan and budgets and monitor progress against these plans so that the Group attains its objectives as cost-effectively and efficiently as possible.

• Provides strategic advice and guidance to the Chairperson and members of the Board, to keep them aware of developments within the industry and ensure that the appropriate policies are developed to meet the Group's mission and objectives and to comply with all relevant statutory and other regulations.

• Establishes and maintains valid formal and informal links with major customers, relevant government departments and agencies, local authorities, key decision-makers and other stakeholders generally, to exchange information and views and that the Group is providing the appropriate range and quality of services.

• Develops and maintains an effective marketing and public relations strategy to promote the products, services and image of the Group on the broader community.

• Represents the Group in negotiations with customers, suppliers, government departments and other key contacts to secure for it the most effective contract terms.

• Oversees the preparation of the Annual Report and Accounts of the Group and their approval by the Board.

• Develops and directs the implementation of policies and procedures so that the Group complies with relevant statutory regulations.

• The Company Secretary facilitates effective communication between the organization and the shareholders.

• Ensures that the Board complies with its obligations under the law and the Company articles of association;

• Provides guidance to the Board on its duties and

  responsibilities and other matters of governance;

• Coordinates the

  governance audit process; and

• Maintains and updates the register of conflict of interest.

Roles and Functions of the Board

The primary role of the Board is to protect and enhance long-term shareholders' value. It sets the overall strategy for the Group and supervises Executive Management. It also ensures that good corporate governance policies and practices are implemented within the Group. In the course of discharging its duties, the Board acts in good faith, with due diligence and care, and in the best interests of the Group and its shareholders.

Matters reserved for the Board include:

Board Meetings

The Board has in place a schedule of Board meetings, Committee meetings as well as the date of the Annual General meeting. The Board and its Committees meet regularly in accordance with business requirements. It is vital to the proper functioning of our Board and Committees that each Director is able to commit sufficient time to their role in order to discharge their responsibilities effectively. Directors make every effort to attend all Board and Committee meetings as part of their fiduciary duties and all Board and Committee meetings had full attendance during the reporting period. In addition to holding extra meetings when needed, the Board meets routinely at least four times a year at quarterly intervals. Four (4) Board meetings were held during the year 2025.

The Chairman, in conjunction with the Finance Director, works closely with the Managing Director to formulate the annual work plan and an agenda for each meeting. The notice, agenda and detailed Board papers are circulated in advance of the meetings. Directors are entitled to request for additional information where they consider further information is necessary to support informed decision-making.

The Committee meetings are scheduled around the Board meetings and Board agendas, though they also meet as and when they think it is appropriate. Committee papers and other appropriate information are distributed prior to each meeting to allow the Committees to meet its duties.

Directors of the Company play an active role in participating in these meetings through contribution of their professional opinions and their active participation in discussions. The Chairpersons of the Board Committees report at each meeting of the Board on the activities of the Committees since the previous Board meeting. The Board also receives regular reports and presentations from the Managing Director.

Kakuzi Plc

Statement on Corporate Governance (continued) For the year ended 31 December 2025

2025 BOARD & BOARD COMMITTEES MEMBERSHIP AND ATTENDANCE

Details of the Board and Board Committee meetings held during the Reporting Period and attendances at those meetings are set out below:

18

During the course of the year 2025, the Board focused on the following key areas: Areas of focus Key Deliberations in 2025

Strategy Development and Capital Planning

• Overseeing the Group's strategy and any changes and monitoring delivery.

• Approving any major capital project, corporate action or investment by the Company including investment in land, joint ventures and development arrangements.

  Leadership, Governance and Ethics

• Changing the structure, size and composition of the Board following recommendations from the Nomination and Remuneration Committee.

• Making appointments to the Board, following recommendations from the Nomination Committee.

• Reviewing the performance of the Board and its Committees, individual Directors and the Group's overall corporate governance framework.

• Reviewing the Board's succession planning and diversity status and policies

• Reviewing the individual Directors' independence

• Facilitating induction and continued development education of the Directors with the aid of the Nomination and Remuneration Committee

  Business plan and performance

• Approving annual budget and business plan and regularly reviewing actual performance and latest forecasts against the budget and business plan, including proposed actions by Management to address performance issues.

  Financial reporting

• Approving final and interim results, trading updates, the Annual Report and the release of price sensitive information.

• Approving the dividend policy, determination of any interim dividend and the recommendation (subject to the approval of shareholders in general meeting) of any final dividend to be paid by the Company or any other distributions by the Company or purchase of own shares.

• Continuous review of the strategy for the years 2024 to 2033

• Establishing the Group's strategic objectives for the year, business plans and budgets and advising on implementation thereof

• Considered risks and issues arising during the year including impact of regulatory changes and macroeconomic factors on strategic plan.

• Discussed strategic opportunities to create value and diversify our products evidenced by Management reports to the Board.

• Reviewing comprehensive market updates and recommending actions for implementation against the strategic plans.

• Review and Approval of the succession planning and diversity policies of the Board.

• Board members attended training during the period of review that covered various areas of focus such as ESG among others.

• Monitoring compliance with good governance principles and practices and implementing measures for adherence including avoiding of conflict of interest.

• Undertaking an evaluation of the Group's Board, its Committees, Chairman's, Managing Director's and the Company Secretary's effectiveness.

• Review of the Terms of reference of the Committees

• Reconstitution of Board Committees membership

• Approved 2026 budget and business plan

• Received reports on supply chain challenges and steps being taken by Management to manage and mitigate the issues and risks.

• Approved the financing facilities

• Reviewed and considered Managing Director's reports

• Approved final results and interim results announcements.

• Recommended the first and final dividend following the 2024 financial results.

• Approved Annual Report and Notice of AGM.

• Reviewed and approved major contracts and tenders awarded.

  Areas of focus Key Deliberations in 2025 Internal Controls, Risk Management and

  Compliance

  • Ensuring the Group has effective systems of internal control and risk management in place including approving the Group's risk appetite.

    Stakeholder engagement

  • Considering the balance of interests between the Group's stakeholders.

  • Meeting with stakeholders to receive and consider their views

  • Receiving and considering the views of the Group's shareholders.

    Sustainability, ESG and Corporate Social Investment

  • Overseeing the Group's sustainability strategy

  • Reviewing the Group's sustainability strategy and its implementation.

    External Factors

  • Overseeing, reviewing and discussing external matters arising that may significantly affect the company operations

    Board Committees

• Reviewed the effectiveness of the Group's risk

  management and internal control systems.

• Reviewed and approved the Group's risk matrix, principal and emerging risks.

• Received reports from the Audit and Risk Committee on the process for the management of risks and their associated mitigation plans, and the identification of emerging risks

• Received and reviewed internal auditor and external auditor reports

• Received regular reports on engagement with the communities, regulators and suppliers among others.

• Monitored and considered stakeholder feedback and continued to actively promote wider engagement.

• Reviewed progress against sustainability strategy and targets and agreed priorities for 2025.

• Approved the 2024 ESG report

• Review Board's oversight of climate-related risks and opportunities.

• Review Management's role in assessing and managing climate related risks and opportunities.

• Received and reviewed quarterly CSI reports.

• Effect of climate and weather patterns

• Impact of the ongoing conflict between Russia and Ukraine on Kenya's business environment.

• Impact of the Red Sea conflict on shipping routes to Europe

• Changes in Government policy and the opportunities and threats arising thereof vis-à-vis the Group's business such issues surrounding land disputes.

• Impact of inflation and the resultant monetary and fiscal policy actions on the economy.

• Effect of the extended drought on economic activity and especially on the agricultural sector.

  The Board, in line with the Code, delegates its powers and authorities from time to time to various Board Committees for operational efficiency and specific issues are being handled with relevant expertise. During the year under review, the existing Board Committees namely the Audit and Risk Committee, Nomination and Remuneration Committee and Legal Risk Committee continued to support the Board. The appointment of the members to these Committees draws on the skills and experience of individual Directors. Each Committee is governed and guided on their specific duties and authorities set out in its own terms of reference which are reviewed from time to time. The Committees are provided with all necessary resources to enable them to undertake their duties effectively. Extract of the Committees terms of reference are in the website.

  The CMA Code requires the Board Audit and Risk Committee to comprise at least three Independent Non-Executive Directors and to be chaired by an Independent Non-Executive Director. The Committee currently has four members, with only one Independent Director, and the Chairperson of the Committee is not independent. The Board has acknowledged this position and is considering addressing it as part of its ongoing Board renewal and succession planning processes.

  Board Committees (continued)

  Board members have access to all Board Committee meeting papers. Following each Board Committee meeting, the minutes are included in the subsequent Board papers and presented to the Board by the respective Committee Chairs.

  Management and external service providers and experts attend the Committee meetings by invitation as circumstances dictate. Details of these Committees and Directors' attendance of these Committees is provided on page 18.

  The following are the detailed Committee functions and key deliberations for the year ending 31 December 2025:

  Committees Members Major Functions Key deliberations during FY2025

  Audit and Risk Committee

  Nomination and Remuneration Committee

• Mr. Daniel M Ndonye (Chairperson)

• Mr. Stephen Waruhiu

• Ms. Pamella Ager

• Mr. Andrew Ndegwa Njoroge

  All the

  members of the Audit & Risk Committee have the

  relevant qualifications and expertise in audit, financial management and accounting.

• Ms. Pamella Ager (Chairperson)

• Mr. Stephen Waruhiu

• Mr. Andrew Ndegwa Njoroge

• Mr. Christopher Flowers

• to monitor the financial reporting process of the Group

• to review the Group's financial control, internal control and risk management systems and arrangements under the Group's whistleblowing policy

• to review the effectiveness of internal audit activities carried out by the Group's audit function and senior Management

• to govern the engagement of external auditor and its performance

• to review non-audit services provided by the external auditors.

• To oversee ESG matters and Climate-related risks and mitigation

• to review the structure, size and composition (including the skills, knowledge and experience) of the Board

• Annual review of the term limits and independence of the individual Directors.

• Board evaluation

• continuing professional development

• review of the Committee's terms of reference

• to oversee the Board's succession planning requirements and identify qualified individuals and to make recommendations to the Board on the appointment or re-appointment of Directors

• to review and recommend to the Board on the Group's policy and structure for remuneration of Directors and on the establishment of a formal and transparent procedure for developing policy on such remuneration

• review of external auditors 2024 audit findings reports and audit plan for 2025

• review of Financial report for the year ended 31 December 2024

• Status of implementation of 2025 internal audit plan

• review of the internal audit reports

• review of the risk map update reports

• Review of the external auditor's reports

• review of dividend and press announcement of interim and year-end financial results.

• Met with external auditors without the presence of management

• Review of the Terms of reference of the Committee

• Annual review of the Board composition, term limits and Independence of the individual Directors.

• Facilitated Board evaluation.

• Oversaw shortlisting of the trainers and Board training.

• Review of the Terms of reference of the Committee

• Review of the CMA findings and recommendations report on the Company's Corporate Governance assessment for 2024.

• Reconstitution of Board Committees membership

  Board Committees (continued)

  Committees Members Major Functions Key deliberations during FY2025

  Legal Risk Committee

• Mr. Andrew Ndegwa Njoroge (Chairperson)

• Mr. Stephen Waruhiu

• Ms. Pamella Ager

• Mr. Christopher Flowers

• to understand the nature of any legal claim or process with Management and appraise the Board on the same

• to review any material breaches of policy which may expose the Group to a legal risk and advise on adequacy of the proposed remedial action

• to understand advise the Board on any future legal risk mitigation strategy

• to review the Group legal audit and advise the Board on the findings, non-compliances and required action plan to remedy such non-compliance

• Oversaw the Group's dispute resolution mechanisms and any resulting claims and legal proceedings and appraised the Board on the progress.

• Review of the legal cases and the legal risk register

• Review of the CMA findings and recommendations report on the Company's Corporate Governance assessment for 2024.

• Progress update on the internal and external legal audit

  Independent Human Rights Advisory Committee

  An Independent Human Rights Advisory Committee has been established. The Committee is governed and guided on their duties and responsibilities set out in its own Terms of Reference. The following are the detailed Committee functions and key deliberations for the year ending 31 December 2025:

  Committee Members Major Functions Key deliberations during FY2025

  Independe nt Human Rights Advisory Committee

• Professor Githu Muigai (Chairman)

• Grace Madoka

• Dr Brenda Achieng

• Andrew Ndegwa Njoroge

• Gina Din Kariuki

• identifying Human Rights risks to which the Group is exposed and recommend to the Board measures to mitigate these risks, set goals and evaluate results

• reviewing Human rights matters raised with the Group to be handled in accordance with the Group Human Rights policies

• advise the Board on best practices

• has access to Lady Justice - Violet Mavisi (Rtd), an Independent Senior Lawyer in her role as the Independent head of SIKIKA.

• Facilitation of the Operational-level Grievance Mechanism and review of the Independent Monitor for SIKIKA Mechanism

• Appraises the

  Independent Monitors report on the effectiveness of the OGM

• Appraise the wider Human Rights Action Plan for the Company.

• Staffing levels for 2025

• Research on DOHS compensation

  Management Committees

  In addition to the Board Committees, the Group has in place several established Management Committees to support its decision-making structures, increase efficiency and allow detailed deliberation on specific areas. The Management Committees deal with particular sets of ongoing issues and work across the Group to promote best practice and information sharing. Each Committee has terms of references that sets out its mandate. The Executive Directors can delegate their responsibilities to these Committees and utilize the areas of expertise contained within them. These Committees report to the Managing Director. In 2025, the Management Committees supporting the Group's activities included:

• Executive Committee

• Tender Committee

• Trainings Committee

• Health and safety Committee

• Company Community Partnership Committee

  Management Committees (continued)

  • Energy Management Committee

  • Recruitment Committee

  • Grievance Committee

  • Data Protection Committee

Director Access to Management and Independent Advisors

Directors receive operating and financial reports of the Group and have access to senior Management at Board and Committee meetings. The Board has the authority to retain, terminate and determine the fees and terms of consultants, legal counsel and other advisors to the Board as the Board may deem appropriate.

The Group has employed the expertise of external independent consultants, amongst others, covering Public relations, implementation of the Operational-level Grievance Mechanism (SIKIKA), statutory trainings and audits.

Directors' external activities and Conflicts of Interest

Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Group. The conflict-of-interest requirements is embedded in the Code of Conduct and Ethics policy as well as the Directors' letters of appointment. The Board and Board Committee meetings have a standing agenda item on the declaration of interest, where members declare actual, potential or perceived conflicts of interest. The declared items of interest are part of the minutes and are documented in a conflict-of-interest register. The of conflict-of-interest policy is awaiting Board approval.

Board Policies and Processes

The Board is committed to ensuring that the business is run in a professional, transparent, just and equitable manner to protect and enhance shareholder value and satisfy the interests of other stakeholders.

The Board has established several processes, policies and procedures to guide the Board and Management in conducting the Group's business. A summary of the Board policies and related governance documents include:

Board Charter This Board Charter recognizes and aims to adopt related best practices and guidance from the provisions of the Code of Corporate Governance Practices for Issuers of securities to the Public, 2015 (the Code), Kenyan Companies Act, 2015, the Company's Memorandum and Articles of Association and any applicable law or regulatory provision. The document is in no way intended to replace or amend the Company's Memorandum and Articles of Association in any way whatsoever.

The purpose of the Board Charter is to promote the highest standards of Corporate Governance and to set out the role, composition and responsibilities of the Board of Directors. The Board Charter serves not only as a reminder of the Board's roles and responsibilities but also as a general statement of intent and expectation as to how the Board discharges its duties and responsibilities. The Board Charter is periodically reviewed so that it remains current. https://www.kakuzi.co.ke/documents/normal/board-charter-2024.pdf

Board Policies and Processes (continued)

Code of Conduct & Ethics

Environmental, Social and Governance (ESG) Report

Insider Trading

The Group has established a Code of Conduct and Ethics that binds both the Directors and employees. The Group takes cognizance of the fact that its operations are closely integrated with the local communities and, because the very nature of agriculture is longterm, it is aware that it has an impact on the environment. The Group policy is to make the Group activities meet and exceed the social, economic and environmental expectations of its stakeholders. https://www.kakuzi.co.ke/company-code-of-conduct-and-ethics

The Code has been integrated into the Company's operations through the development of various policies and reporting mechanisms. Before on-boarding suppliers, the Company requires them to confirm compliance with Company's policy on Anti-Slavery and Human Trafficking, Code of Ethics for doing business in Kenya (KEPSA and KAM) Ethical Purchasing Policy (Supplier Code). The Anti-Bribery Policy is in place to foster an environment that encourages ethical behaviour and compliance. The staff are provided with the code of conduct and ethics upon appointment and must commit to abide by its requirements as part of the employment contract with the Company. Several initiatives are in place for its application. Every year the Managing Director conducts a staff training called "Kakuzi who we are', highlighting the values and the mission. Every six months the Anti -Bribery (TABO) report, which also covers gifts/entertainment, is presented to the Board. No unethical issues were reported during the course of the year under review.

ESG considerations have been incorporated into decision-making processes at Kakuzi as we have noted growing interest in our approach to environmental, social and governance (ESG) issues, and in particular our performance on carbon emissions. The Company published its fifth ESG report in 2024. This report covers the key commitments the Company is making to UN SDGs, the UN Guiding Principles on Business and Human Rights and highlights the work being undertaken in key Corporate Social Investment areas.

The Board reviewed the Group's climate related risks and opportunities and the related financial impact on the group. In line with the recommendations of the Task force on climate-related financial disclosures, these financial disclosures are in the 2024 ESG report

- https://www.kakuzi.co.ke/environment.

The Board has adopted an Insider Trading Policy, which was reviewed and approved in 2023, in order to comply with applicable laws, regulations, and guidelines governing the Group's securities trading. The Policy prohibits Directors, employees, and other insiders from dealing in the Company's securities when they are in possession of price-sensitive information that is not publicly available. Information is considered non-public unless it has been disclosed to the market and sufficient time has elapsed for the market to absorb it.

All staff are required to comply with the Group's Insider Trading Policy, which is available on the Company's website, https://www.kakuzi.co.ke/insider-trading-policy. The Policy reinforces the Company's commitment to maintaining market integrity, transparency, and fair disclosure.

During Board meetings held in 2025, the Board received updates on the top ten shareholders, as well as reports on share trading activities, including purchases, sales, and transfer transactions. In the event of any breach of the Insider Trading Policy, the Board is required to notify the Capital Markets Authority (CMA).

To the best of the Company's knowledge, no insider trading occurred during the financial year under review.

In line with the 2024 NSE-CMA Joint Circular, the Company has also published its forward-looking insider trading windows on its website, further strengthening transparency and promoting market integrity. Top of Form Bottom of Form

Board Policies and Processes (continued)

Related Party Transactions

Whistle blowing policy

Operational-Level Grievance Mechanism (SIKIKA)

Procurement policy

The Group recognizes that related party transactions arise where there is a relationship by virtue of shareholding, common shareholding or key management personnel directorship. The Group Related Party Transactions policy, which is on the Group's website, https://www.kakuzi.co.ke/related-party-transactions-policy, gives guidance on related party transactions, which are carried out using the arm's length principle. All transactions with related parties are disclosed in note 27 to the Financial statements.

The Whistleblowing Policy, which is on the Group's website, (https://www.kakuzi.co.ke/whistle-blowing-policy) sets out the Board of Directors', Managements' and staff members' commitment to upholding the highest levels of integrity and observance of the rule of law. The policy applies to all employees of the Group, general public, service providers, customers, Company agents, contractors and any other individuals performing functions in relation to the Group. The Group's website provides an email contact (confidential@kakuzi.co.ke) to report any fraud, misconduct or wrongdoing by employees, Company Agents or Executives of the Group. All reported cases are investigated in a confidential and timely manner, and the required action taken so that feedback is provided as appropriate.

The Operational-level Grievance Mechanism (OGM) provides a systematic and transparent process for receiving, investigating, and addressing company-related grievances from affected communities, workers, farmers who supply avocados through Kakuzi's economic empowerment program, and other relevant stakeholders.

The overall objective of the OGM is to enhance Kakuzi's existing processes to respect human rights, to provide access to remedy through a transparent process of fact finding and respectful dialogue aimed at mutually agreed outcomes, and to strengthen Kakuzi's relationships with all its stakeholders. The OGM has been given a local name, SIKIKA, which means "be heard". Extensive stakeholder engagement has been undertaken in developing the Company's OGM as described on the web site. (https://www.kakuzi.co.ke/business-and-human-rights.

The SIKIKA process is annually evaluated by an independent monitor regarding its fairness, transparency, effectiveness and efficiency and recommendations are reported to the Board. The latest report is on the website: (https://www.kakuzi.co.ke/documents/normal/kakuzi%202025%20independent%20monitor%2 0report%20reg.pdf).

The Group's Procurement Policy which is on the website (https://www.kakuzi.co.ke/procurement-policy) is to promote fairness and transparency in the process of procurement and awarding of tenders, as far as possible with the ultimate objectives of procuring the required quantity/quality of goods or service at the most competitive price. The policy gives guidance on the principles and tender procedures. In addition, a Management Tender Committee oversees the award of tenders in line with its terms of reference.

Every half year a TABO report is tabled to the Board on the procurement process, stating whether the Company followed the processes and adhered to the system of internal controls around supplier selection by reviewing a gift register.

ICT policy The Group has deployed a number of Information Technology (IT) systems and infrastructures for its various activities and leverages on the systems to achieve its objectives. An IT/Security policy administered by the IT Manager is in place. It provides guidelines on proper utilization and safeguarding of Computer hardware, system, application and proprietary software and communications infrastructure whether wired or wireless as well as provision of adequate protection and confidentiality of all corporate data.

A data protection policy is in place and the data protection committee continues to monitor its implementation. (https://www.kakuzi.co.ke/data-protection-policy)

Board Policies and Processes (continued)

Corporate Social Investment (CSI)

Operational policies

Group Guiding Principles (GGPs)

The Group has put in place a Community Relations policy to guide the CSI Committee in carrying out its duties. The Board allocates funds annually when the budget is prepared and approved.

The Group as part of the community is committed to enhance its community relations by ensuring that it supports, collaborates and co-exists with the community, employees and other stakeholders as a responsible corporate citizen. Focus areas of our community relations program include but are not limited to economic empowerment, good health and wellbeing, quality education, clean water and sanitation, environmental conservation and climate action. The community relations program is conducted through partnerships with various stakeholders and relevant community linkages.

The Group has established a Company Community Partnership Management Committee to facilitate and promote CSI mandates in accordance with the Company strategy, as well as to provide and define goals and metrics for measuring the implementation of corporate citizenship.

The Community Stakeholder plan enables the specific departments to assess the necessity of CSI initiatives and appropriately allocate resources which enhances the company Community Partnership program.

The CSI Committee reports to the Board on a quarterly basis detailing the projects and initiatives taken each quarter. A highlight of these is contained in the Corporate Social Investment and Sustainability report on pages 37 to 43, within the Group's ESG report and on the Group's web site.

There are broad operational policies that guide Management in executing the Group's operations in an efficient and socially responsible manner. The policies cover various operational functions including: human resource, financial management, sustainability, environment, safety and health, fire and safety, and corporate affairs among others. Some of the key policies which have been updated in line with the amendments of applicable legislations and rules as well as the current market practices are available on the Group's website, (https://www.kakuzi.co.ke/corporate-governance)

The Holding Company requires each subsidiary to comply with the Group Guiding Principles and confirm this to its Board on an annual basis. The Group has in place policies as required by the Holding Company as follows which are also on the website:

• Occupational Safety & Health Policy

• Whistleblowing Policy

• Anti-Slavery and Human Trafficking Policy

• Environment Policy

• Safety and Health Employee Handbook

• Human Rights Policy

• Anti-Bribery Policy

Board Evaluation

The Group recognizes the importance of measuring the effectiveness of the Board through a proper Board evaluation process on a regular basis.

The Nomination and Remuneration Committee is responsible for determining the process for evaluating Board performance. The Board has taken a progressive step of rolling out Board evaluation, in line with the provisions of the Code. In 2025, the Board engaged an external consultant to conduct the evaluation.

The evaluation covered the performance of the Board of Directors as a whole, peer assessment (individual members of the Board), Company Secretary, Chairperson, Managing Director and Board Committees. The process, which involved detailed questionnaires, examined the balance of the skills of the Directors, the operation of the Board in practice, including governance issues, and the content of the Board meetings.

Board Evaluation (continued)

The evaluation identified strengths, weaknesses, opportunities and challenges that will make the Board more effective. The Board evaluation methodology processes included administering quantitative forms, internal documentation review and structured one on one sessions.

The key points of focus in the evaluation included:

• The effectiveness of the governance structures, processes and systems in place.

• The effectiveness of the collective board in the performance, transformative leadership, compliance and concordance roles.

• The effectiveness of the board in providing strategic and ethical leadership and management oversight.

• The clarity of the roles, functions and responsibilities of board committees and the effectiveness of the committees in performing those roles.

• The effectiveness of the individual Directors in performance of their roles, responsibilities and duties.

• The adequacy, timeliness and appropriateness of information to and from the Board.

• Management and effectiveness of board and committee meetings.

• Development of the collective board and individual Directors.

• Nature and effectiveness of Board/Management relationships.

• Relationships between the board, shareholder and stakeholders.

Development and improvement opportunities

• Development of a formal work plan to support the working of the board and to comply with best practices. This is an important tool especially for Induction of new Directors.

• Succession at the management level is generally good, but there is still room for strengthening and formalizing the process.

• Board Quorum requirements: The board should consider reviewing the quorum provisions as provided for in the board charter and also that it is aligned to the Memorandum & Articles.

  Board Induction and Continuous Professional Development

  The Chairperson is responsible for ensuring that new Directors participate in a full, formal, and tailored induction programme facilitated by the Managing Director. Newly appointed Directors are provided with orientation upon his/her appointment. In addition, as part of their induction, new Directors also meet Senior Management of the Company and undertake visits to the Company's operations. In the year 2025 there were no new Directors appointed to the Board.

  The Nomination and Remuneration Committee is responsible for the continuing professional development programs for Directors to develop and maintain the skills and knowledge needed to perform their role effectively. Directors are continually updated on the Group's businesses, the markets in which the Group operates and changes to the competitive and regulatory environments.

  The Board approved the Directors' training programme for 2025, which was delivered by external consultants. The trainings took 12 hours and covered the following topics:

• Economic Outlook and Corporate Governance Trends in 2025

• Cybersecurity and Public Relations Management

• ESG and Climate Change

• Community Stakeholder Management General Legal Updates and local and International Corporate Governance Trends

In addition, the Company Secretary, through the Finance Director, updates the Board on its duties and responsibilities and latest developments and changes to the Listing Rules and the applicable legal and regulatory requirements.

The Board has put in place a formal Remuneration Policy which sets guidelines and criteria for the Board's compensation, attraction and retention of Directors. All aspects of remuneration, including but not limited to Directors' fees, salaries, benefits-in-kind and short-term and long-term incentives, options, share-based incentives and awards are overseen by the Nomination and Remuneration Committee.

Board Remuneration

Directors' fees are reviewed annually and submitted to shareholders for approval at each Annual General Meeting.

The Directors' remuneration policy and report, including details of their compensation appears on page 12. Multiple Directorship

The Board recognizes that it is important for Directors to have a diverse range of experience and the benefit that external appointments in other companies can provide for both the individual Director and to the Board as a whole. In light of this, Directors may be permitted to take up external appointments and Directorships in other companies in accordance with the Capital Markets Authority Code.

The Board has clearly determined the maximum number of listed Board representations a Director may hold. The Nomination and Remuneration Committee, having reviewed the Directors' directorships in other companies, their principal commitments, attendance and contributions to the Group, is satisfied that all Directors are able to contribute and have adequately performed their duties as Directors of the Group. A review of the other listed Company Directorships of the Directors indicated that all the Directors have complied with the Code, which limits the number of Directorships in listed companies a member of the Board holds at any given time.

Governance Audit

The Board is committed to ensuring that the company has sound corporate governance practices and strives for continuous improvement in its governance structures and processes. The Capital Markets Authority (CMA) Code provides that issuers of securities to the public are required to undertake periodic governance audits.

In line with the CMA Code of Corporate Governance Practices for Issuers of Securities to the Public (2015), a Governance Audit for the Group was undertaken in 2025. The Governance Auditor issued an opinion noting that the current number of Independent Non-Executive Directors is below the threshold recommended under the applicable governance framework.

Capital Markets Authority (CMA) Corporate Governance Assessment

Annually the CMA, as part of its statutory activities, undertakes an assessment of the Group's status of implementation of the Code of Corporate Governance Practices for Issuers of Securities to the Public. The 2024 CMA Corporate Governance Reporting Template was submitted on time, with feedback received for governance strengthening. The Company attained an overall weighted score of (Good) of 74% in 2024 (2023

- 69%).

Adherence to Corporate Governance Principles

The Board remains committed to upholding the highest standards of corporate governance. In this regard, it has carefully considered the feedback provided by the Capital Markets Authority (CMA) and the Independent Governance Auditor while also taking into account evolving corporate governance best practices. The Board continues to work closely with Management to progressively implement the recommendations arising from these assessments, with the aim of further strengthening the Group's governance practices and internal control framework.

Legal and Compliance Audit

The Group has identified several local and international laws and regulations and performs regular compliance assessment checks under the various divisions of the Group. A Compliance Register that identifies the areas of compliance and the level of compliance by the Group is presented to the Board regularly.

In accordance with the Code, the Group is undergoing an internal Legal and Compliance Audit for the year ending 2025, having conducted an independent Audit for the year ending 2023 and finalized in 2024. The findings from the independent audit which were presented to the Legal Risk Committee confirmed that the Group was generally in compliance with the applicable laws and regulations

Legal and Compliance Audit (Continued)

In accordance with the Code, the Group is undertaking an internal Legal and Compliance Audit for the year ending 2025, having conducted an in addition, to promote full transparency, traceability, and accountability in its operations, the Group maintains various industry certifications and accreditations that support compliance with applicable standards, regulatory requirements, and responsible production practices. These accreditations, which are disclosed on the Company's website, include a range of self-assessment and certification programmes, among others. The accreditations which are on the website, include the following self-assessment, and certification programs:

1. Global certifications:

   • FSSC 22000

   • Rainforest Alliance

   • SMETA (Sedex Members Ethical Trade Audit)

   • Diamond Mark of Quality

   • Global G.A.P. add-ons

   • Halal certification

   • SPRING

   • Kosher

2. statutory-assessments:

   • NEMA- environmental self-assessment

   • Fire safety audit

   • Occupational and health and safety audit

   • Occupational safety and health risk assessment Shareholders Relations

All shareholders receive full and timely information about the Group's performance. This is achieved through the distribution of a half-yearly interim Financial report and the Annual Report and Financial Statements as well as through compliance with the relevant continuing obligations under the Capital Markets Authority Act.

The Group's results are advertised in the press and released to the securities exchanges within the prescribed period at each half-year and year-end. The published results and related investor information together with all the relevant information relating to the Company is available on the Group's website, https://www.kakuzi.co.ke (Company Reports - Kakuzi).

The Group's Annual General Meeting (AGM) is an opportunity for shareholder engagement when the Chairman and the Managing Director explain the Group's full year performance and receive questions from shareholders. The Chairpersons of the Audit and Risk Committee, the Legal Risk Committee and the Nominations and Remuneration Committee are usually available at the AGM to take any relevant questions. All other Directors also attend.

The Group has engaged the services of a registrar, Custody & Registrar Services (Kenya) Limited, who together with the Finance Director, regularly address issues raised by the shareholders. Shareholders' enquiries, either received by telephone or by email, are properly attended to by the registrar. Through the registrar, the shareholders have a secure central custody and simplified, swift and safe method of transfer and registration of ownership of their shares. Frequently asked questions on share ownership and CDS accounts are answered on the CDSC Website.

In 2024, a shareholder's visit to the Group's farm operations in Makuyu was carried out which was well received by the shareholders who visited. Such visits will be held on a biennial basis.

Annual General Meetings (AGM)

The Board is committed to the constructive use of the AGM as a forum to meet with Shareholders and to hear their views and answer their questions about the Group and its business. In 2025, we provided our Shareholders a valuable opportunity to meet with all Directors and Company Secretary to answer any questions.

Shareholders were able to participate in the AGM and were given the right to ask questions and participate in the AGM and to vote for the resolutions and all resolutions were passed on a poll.

Annual General Meetings (AGM) (continued)

During the last AGM held on 14 May 2025, the shareholders approved the Financial statements for 2024, Dividend, Directors' Remuneration Report, re-election of Directors, re-election of the members of the Audit and Risk Committee and re-appointment of Messrs. Deloitte & Touche LLP as Auditors.

Stakeholder Engagement

Understanding the perspectives of our stakeholders and building and maintaining strong ties with them enables their views and concerns to be considered in Board and Committee discussions and decision-making. In keeping with our sustainability strategy, which addresses stakeholder concerns as advised by the Global Reporting Initiative (GRI), our Board members and management continue to actively engage with stakeholders and address their concerns. Additionally, the Board continues to seek to identify and facilitate mechanisms for more effective and meaningful dialogue with our stakeholders. The Group is committed to equitable treatment of its stakeholders.

A Stakeholder engagement matrix is in place and it identifies all the key stakeholders, our engagement with them, modes of the engagements, the issues most material to them and how we have responded (Kakuzi PLC 2024 ESG Report).

The Company has put in place a community relations policy which is on the Company's website covering the key stakeholders. For each of the stakeholders, an effective mode of communication and engagement including education, informing, engagement and collaboration has been developed with timelines. A number of the activities conducted have been captured on the Company's website.

The company continually engaged with stakeholders through community partnerships, trade shows, forums and expositions during the period under review.

Stakeholder relations

The Board recognizes that the Group is accountable to various stakeholders including farmers and suppliers, employees, investors, general public, media, regulators/authorities and the communities in which we operate. In order to promote effective relationships with its stakeholders, the Group has set and expects the highest standards of conduct within its operations, based on our established core values. The Group is committed to building mutually beneficial relationships with all its stakeholders and to ensuring that a balance is maintained between the individual interests of stakeholders and those of the Group. In particular, the Group:

• promotes fair, just and equitable employment policies;

• promotes and is sensitive to the preservation and protection of the natural environment;

• is sensitive to and conscious of gender interests and concerns;

• promotes and protects the rights of children and other vulnerable groups;

• enhances and promotes the rights and participation of host communities; and

• supports staff and customer sensitization.

The Group encourages feedback from all stakeholders via various channels including but not limited to general meetings, surveys, whistleblowing and feedback forms. This feedback in turn informs the Board on the issues that stakeholders are most concerned with, and these are considered when formulating the Group's strategy.

Directors' Responsibilities for Financial Reporting and Disclosures

The Group has maintained timely balanced disclosure of all material information concerning the Group. The Group publishes on its website (News (kakuzi.co.ke)key Group information including but not limited to; Annual reports, ESG reports, Financial Statements, changes in Board composition, Group Notices and AGM materials, Group Board Charter, Group policies such as the Code of Ethics, Human Rights Policy, Whistleblowing Policy among others.

The Group additionally releases material information to the Capital Markets Authority, the Nairobi Securities Exchange and any other relevant regulators in line with all disclosure requirements prescribed in the Code and listing regulations.

A statement of the Directors' responsibilities in respect of the Annual Report and Financial Statements is set out on page 11 of the Annual Report. A statement on going concern is also given within the statement of corporate governance on page 32 of the Annual Report.

Internal Controls, and Risk Management Systems

The Directors acknowledge their responsibility for maintaining a sound system of internal control and risk management. The Board has delegated to the Board Audit and Risk Committee the responsibility for reviewing the effectiveness of the Group's internal control framework and risk management processes. During the year, the Committee, on behalf of the Board, reviewed the effectiveness of the Group's internal control systems through reports received from the Internal Audit function and observations raised by the External Auditors in the course of their audit work.

Accountability and delegation of authority across the Group are clearly defined, supported by regular communication between the Board and Management.

The Group maintains an independent Internal Audit Department, which reports functionally to the Board Audit and Risk Committee and provides independent assurance on compliance with the Group's policies, procedures, and business standards. Where necessary, the Internal Audit function recommends corrective actions to strengthen internal controls.

The performance of each division is monitored centrally through regular reviews of annual budgets, forecasts, and monthly reports on sales, profitability, and cash flows. Financial results and key operational indicators are closely monitored against approved plans, and any significant variances are analysed and addressed. The Board has reviewed the Group's internal control policies and procedures and is satisfied that appropriate systems and controls are in place.

The Company has also developed a comprehensive Risk Map, which is reviewed semi-annually by the Board Audit and Risk Committee and is a standing agenda item at Board meetings. The Risk Map identifies key risk categories faced by the Company, including Macroeconomic, Strategic, Operational, Financial, Information Technology (IT), People, and Health, Safety and Environment risks. The Board Audit and Risk Committee reviews the Company's aggregated residual risk profile against approved quantitative and qualitative risk appetite metrics and receives regular updates from Senior Management on mitigation measures and corrective actions.

In addition, the Company receives independent assurance through annual external audits, during which the external auditors assess significant audit risk matters. This was evidenced by the Deloitte & Touche 2025 Audit Findings Report.

Further details on the Group's Risk Management Policies are provided in Note 4 to the Financial Statements. Internal Audit

The Group has an independent Internal Audit Department, which reports functionally to the Board Audit and

Risk Committee and provides independent assurance on compliance with the Group's business standards, policies, and procedures. The function is headed by the Head of Internal Audit, a member of the Institute of Internal Auditors (IIA), and operates in accordance with the International Standards for the Professional Practice of Internal Auditing.

The Internal Audit Charter, approved by the Board, outlines the authority, scope, standards, and procedures governing the activities of the Internal Audit Department. The Internal Audit function reports to the Board Audit and Risk Committee on a half yearly basis, providing independent assurance on the effectiveness of the Group's governance, risk management, and internal control processes.

The Department adopts a risk-based auditing approach, which provides a systematic framework for identifying, prioritizing, and scheduling audits while ensuring that audit resources are directed towards areas of higher risk. An annual internal audit plan is developed using a structured risk and control assessment framework that evaluates both inherent risks and the effectiveness of existing controls, including emerging risks arising from internal and external factors.

Audit engagements are prioritised based on the results of this assessment, with emphasis placed on higher-risk areas. The Head of Internal Audit submits the annual risk-based audit plan to the Board Audit and Risk Committee for review and approval.

Performance reports presented in 2025 indicated strong execution of the audit plan, with 95% completion of planned audits in 2025 (2024: 92%), including both planned and additional audit assignments.

External Auditor

To assess the effectiveness of the external audit process, the external auditor is required to report to the Audit and Risk Committee and confirm their independence in accordance with ethical standards and that they have maintained appropriate internal safeguards to ensure their independence and objectivity.

In addition to the steps taken by the Board to safeguard auditor objectivity, the Committee has reviewed the non-audit services provided by the external auditor and satisfied itself that the scale and nature of those services were such that the external auditors' objectivity and independence were safeguarded.

The Committee confirms that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

The External Auditors attended the two meetings of the Audit and Risk Committee, one to present their 2024 Audit findings report and the second one to present their audit service plan for the year ended 31 December 2025.

The current External Auditors were appointed on 15th May 2017. Going Concern

The Board confirms the Financial Statements are prepared on a going concern basis, and the Directors are satisfied that the Group has adequate resources to continue in business for the foreseeable future. In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources. For this reason, it continues to adopt the going concern basis when preparing the Financial Statements.

Shareholding Profiles

The Company, through its Registrar, files returns regularly in line with the requirement of the Capital Markets Authority and the Nairobi Securities Exchange under the listing regulations on transactions related to shareholders.

The number of shareholders as at 31st December 2025 was 1,618 (2024 -1,440). Principal Shareholders

The top 10 major shareholders, based on the Group's share register as at 31st December 2025 were as follows:-

* Camellia Plc incorporated in England, by virtue of its interests in Bordure Limited incorporated in England and Lintak Investments Limited incorporated in Kenya, is deemed to be interested in these ordinary shares.

Distribution Schedule

The following Directors had direct or indirect beneficial equity interests in the ordinary shares of the Group as at 31st December 2025.

BY ORDER OF THE BOARD

K R SHAH C J FLOWERS

24 March 2026 24 March 2026

CORPORATE GOVERNANCE AUDIT OPINION

Introduction

We have carried out Governance Audit of Kakuzi PLC for the Calendar Year ended 31st December 2025 through which we reviewed the Governance Practices, Structures and Systems put in place by the Board of the Company.

Board Responsibility

The Board of Kakuzi PLC is responsible for putting in place governance structures and systems that support the practice of good governance in the two companies. Their responsibilities include planning, designing and maintaining governance structures through policy formulation necessary for efficient and effective management of the companies. The Board is responsible for ensuring that it is properly constituted to promote and enhance ethical leadership and corporate citizenship, accountability, risk management, internal controls, transparency, disclosure, members' rights and obligations, members' relationship, compliance with laws and regulations, sustainability and performance management.

Governance Auditor's Responsibility

Our responsibility is to express an opinion on the existence and effectiveness of governance instruments, policies, structures, systems and practices in a Company within the legal and regulatory framework and in accordance with best governance practices as envisaged under proper Board constitution and composition; ethical leadership and corporate citizenship; accountability, risk management and internal control; transparency and disclosure; members' rights and obligations; members' relationship; compliance with laws and regulations; sustainability; and performance management based on our audit.

We conducted our audit in accordance with the ICS-K Governance Audit Standards and Guidelines which conform to global Standards. These standards require that we plan and perform the governance audit to obtain reasonable assurance on the adequacy and effectiveness of the Company's policies, systems, practices and processes. We believe that our governance audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the Board of Kakuzi PLC has established governance structures that are appropriate and effective, and which align with the applicable legal and regulatory framework as well as recognised corporate governance best practices in the interest of stakeholders. We note, however, that the current number of Independent Non-Executive Directors is below the threshold recommended under the applicable governance framework. The Board has acknowledged this position and is addressing it as part of its ongoing Board renewal and succession planning processes in order to further strengthen independence, oversight, diversity and minority shareholder representation.

………………………………………………….. LUCY NJOROGE P.174

24 March 2026

The Company is committed to supporting community initiatives that foster sustainable development and build collaborative partnerships for mutual growth and prosperity.

There is good progress on Company Community Partnership (CCP) focus areas which are aligned to the UN Sustainable Development Goals (SDGs): Good health and Well-being (SDG 3); Quality Education (SDG 4); Gender Equality (SDG 5); Clean water & Sanitation (SDG 6); Decent Work & Economic growth (SDG 8); and Climate Action (SDG 13).

Our interventions are continuously shaped by needs assessment, the requests and valuable feedback we receive from the community and our partners.

Meaningful community relations remain essential for fostering mutual trust, understanding and collaboration between Kakuzi and the community we serve. Strong relationships with community members, local administration, and stakeholders contribute to long-term success and positive societal development. Strategic community forums, sessions with local administration and county government, community visits to the office fostered interaction and engagement with the stakeholders and informed our direction in the year.

In 2025 Kakuzi invested in the following initiatives:

Good health and Well-being (SDG 3)

Good and well-being is fundamental to individual and community development, contributing to social, economic, and environmental progress, including improved productivity and educational outcomes.

Kakuzi, in partnership with Government officials from the Ministry of Health attended the commissioning of Mwania Mbogo dispensary in Ithanga area. The facility was established through a partnership between the County Government and the Company. Kakuzi constructed a 4-door ablution block, to improve on liquid waste management at the facility.

In an effort to enhance access to quality primary health care and health education, Kakuzi partnered with Murang'a County Health department to celebrate nurses during nurse's week, a globally recognized event held annually in the month of May to honor the dedication, hard work and invaluable contribution of nurses in delivering quality health care. In addition to the event banner, Kakuzi supported the celebrations with 450 sanitary towels for issuance to ladies as a reproductive health support against period poverty.

In collaboration with the Ministry of Health, Kakuzi organized free medical camps in Gikono, Kinyangi, and Makuyu locations, providing preventive, curative and health promotion services that included; health education, voluntary HIV counseling and testing, cervical, breast, and prostate cancer screening, as well as blood sugar and blood pressure checks, among others. A total of 1,224 community members benefited from these outreach services.

Through Tabasamu, our menstrual health and hygiene program, we strive to equip the community with knowledge on menstrual health, breaking taboos and ending the stigma associated with menstruation.

Sensitization forums were done in 8 learning institutions, over 4,070 absorbents donated to school going girls and the community and, in an effort, to enhance hygiene, over 2,000 pieces of bar soaps were issued to boys in these institutions.

Kakuzi supported the World Patient Safety Day celebrations by providing tents and chairs for the event. World Patient Safety Day raises global awareness about patient safety and calls for collective action by countries and international partners to reduce patient harm and strengthen healthcare systems. Through this support, Kakuzi reaffirmed its commitment to promoting community health and partnering in initiatives that enhance the well-being of the communities it serves.

Global Handwashing Day is an annual international campaign aimed at raising awareness about the importance of handwashing with soap and water as a simple, effective, and affordable way to prevent some communicable diseases and save lives. Kakuzi supported the event by providing t-shirts and tents to help promote the campaign's message.

Quality Education (SDG 4)

Education plays a vital role in nurturing abilities, promoting understanding, and developing skills necessary for progressive change and a sustainable society. By investing in education, Kakuzi lays a foundation for long-term social and economic development, empowerment, and sustainable progress.

Kakuzi awarded academic scholarships to seven deserving students from the local communities who are at different levels of secondary education.

The Company supported payment of wages for eight additional teachers across four local schools Kitito, Kinyangi, Kakuzi Primary, and Gititu Secondary to enhance learning through improved teacher-student ratio leading to expected better learning outcomes.

Kakuzi donated 20 desktop computers and their accessories to 18 institutions to enhance education by transforming traditional teaching and learning methods into dynamic and interactive experiences.

Type and condition of classroom furniture may influence academic performance by enhancing comfort, promoting concentration, improving engagement and supporting overall learning efficiency. In recognition of its importance to academic success, Kakuzi donated 468 classroom furniture to 33 local learning institutions.

Academic mentorship has been known to transform learner's life-choices by fostering knowledge, improving confidence, opportunity, and general societal progress. Kakuzi organized mentorship forums for its seven sponsored students. The forums provided guidance on study skills and life-choices for the learners.

We believe income-generating projects in schools provide a powerful blend of educational and economic benefits. Students learn the value of gainful work and financial responsibility, while schools gain aspects of financial independence, reducing the burden on parents and enabling investment in vital resources, infrastructure, and educational programs.

Kakuzi is supporting four schools with avocado projects, the projects were established through a cumulative donation of 350 avocado seedlings to these institutions, complemented with capacity building and periodic extension support services from Kakuzi Extension Services Team.

Clean Water and Sanitation (SDG 6)

Recognizing that improved water and sanitation facilities are fundamental to achieving the Sustainable Development Goals, including good health and gender equality, Kakuzi actively invested in construction of sanitation facilities and installation of rain water harvesting systems in learning institutions to enhance access to safe waste disposal and increase access to safe water.

Kakuzi funded construction of 32 ablution facilities in 8 learning institutions and a 5,000L rainwater harvesting system in one learning institution to strengthen hygiene practices and promote better health for students at these institutions.

Decent Work and Economic Growth (SDG 8)

Economic empowerment for a community is a process that aims to increase the ability of individuals and groups within that community to participate in, contribute to, and benefit from economic activities. It's about creating sustainable economic opportunities and fostering self-sufficiency.

Kakuzi remains committed to providing employment and a source of sustainable livelihood opportunities for the locals, boosting the local economy and enhance economic self-sufficiency for the surrounding communities. Within the reporting period, the Company supported local suppliers by purchasing from them, goods and services worth over 74 million Kenya shillings.

Skills development drives community transformation and economic growth by creating sustainable livelihoods, fostering independence, and enhancing the overall quality of life.

Kakuzi conducted a beekeeping training and donated 5 beehives to Blue Gum Self-Help Group in Makuyu to establish a sustainable, income-generating project and donated an additional 25 beehives for a community-based beekeeping project, through Muranga' Women's representative.

Decent Work and Economic Growth (SDG 8) (continued)

A refresher training session was conducted for the Stima Beekeeping group in Kangangu, also beneficiaries of 25 beehive, to address the reported challenges of unsuccessful hive habitation by bees.

Kakuzi sponsored 33 staff members to take part in the standard chartered marathon, an annual marathon held in Nairobi that brings people together to raise funds for Standard Chartered Future makers program, which empowers youth in underserved communities.

Climate Action (SDG 13)

Environmental management is central to the sustainability of our operations. In line with this commitment, Kakuzi organized a conservation and riparian area rehabilitation initiative along Thika River riparian zone, from Ndula to Rubiru, aimed at restoring and preserving the river basin by way of planting indigenous trees. In collaboration with the local administration and the government forester, 315 indigenous tree seedlings were planted as part of a continuous project targeting the rehabilitation of 12 kilometres stretch of the river.

In collaborated with NEMA Murang'a branch and the Kenya Red Cross Society in a tree planting exercise, Kakuzi contributed to the significant tree planting activity by providing quality seedlings and branded t-shirts. The initiative successfully targeted planting of over 1,000 trees at Kiharu Technical Institute, Mumbi Girls, Kenya Red Cross Society Office Land, and other locations, to promote a greener and healthier environment.

Kakuzi partnered with the Kenya Forest Service (KFS) in Murang'a in a joint tree-planting activity during the County's short rains Tree Planting Launch at Kimakia Forest Station. The exercise targeted the planting of 40,000 seedlings, contributing to the national goal of growing 15 billion trees.

The company partnered with the local community, alongside administration leaders, in a joint environmental conservation initiative. The initiative involved Community sensitization on the importance of environmental conservation, distribution and planting of 1100 tree seedlings donated by the company.

Stakeholder and Community engagement/ Collaboration

Kenya red Cross hosted Kakuzi during the world Red Cross Day held at Kiambu High School. Kakuzi was celebrated for excellence and demonstrating leadership, innovation and social impact.

Kakuzi hosted staff members from Murang'a Technical Training Institute, following their expression of interest in collaborating with the company across various disciplines offered at the institution.

This partnership approach if successful, is designed to enable trainees to gain theoretical knowledge in the classroom while concurrently acquiring hands-on experience within relevant industries. The initiative aims to address the challenge of accessing qualified human resources and to encourage more youth to pursue technical and vocational training, thereby enhancing their employability in an increasingly dynamic job market.

As part of its commitment to fostering goodwill, strengthening community engagement, and supporting sustainable development, Kakuzi donated football kits to Kabati Football Club and Kakuzi Sisal Football Club, both local teams, committed to nurturing talent, promoting sportsmanship, and inspiring the community through games and sports.

BY ORDER OF THE BOARD

K R SHAH C J FLOWERS

DIRECTOR DIRECTOR

24 March 2026 24 March 2026

Deloitte & Touche LLP Deloitte Place

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Email: admin@deloitte.co.ke https://www.deloitte.com

Independent auditor's report to the shareholders of Kakuzi Plc

Report on the audit of the consolidated and separate Financial statements

Our opinion

We have audited the accompanying separate Financial statements of Kakuzi Plc (the Company) and the consolidated Financial statements of the Company and its subsidiaries (together, the Group) set out on pages 43 to 106, which comprise the consolidated and separate statements of Financial position at 31 December 2025 and consolidated and separate statements of profit or loss and other comprehensive income, consolidated and separate statements of changes in equity and consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate Financial statements, including material accounting policy information.

In our opinion, the consolidated and separate Financial statements give a true and fair view of the financial position of the Group and of the Company at 31 December 2025 and of their financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Kenyan Companies Act, 2015.

Basis for opinion

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 consolidated and separate Financial statements section of our report. We are independent of the Group and the company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to audits of the financial statements of public interest entities in Kenya. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

Partners: D.M. Mbogho; A.N. Muraya; F. O. Aloo; J. Nyang'aya; B.W. Irungu; I. Karim; F. Okwiri; F.O Omondi; F. Mitambo; P. Seroney; D. Waweru; C Luo. Deloitte & Touche, a partnership with registration No. 177912, converted to Deloitte & Touche LLP Registration No. LLP-A21DDP effective 14 June 2021 Associate of Deloitte Africa, a Member of Deloitte Touche Tohmatsu Limited

Key Audit Matter How Our Audit Addressed the Key Audit Matter

Measurement of biological assets (in the

consolidated and separate Financial statements)

The measurement of biological assets involves significant judgements and estimates by the Directors, which could have a material impact on the financial position and financial performance of the Group and the Company.

At the end of year, the carrying value of the biological assets amounted to Shs. 1,633,683,000 (2024: Shs. 1,658,234,000) as disclosed in Note

6 to the consolidated and separate Financial Statements.

As discussed in Note 6 of the Financial Statements, biological assets comprise forestry plantations, livestock and growing agricultural produce on bearer plants. These assets are measured at fair value less costs to sell at the end of each reporting period. The fair value is determined using level 2 & 3 hierarchy and the assumptions are based on unobservable inputs hence more susceptible to significant judgments by management.

The changes in fair value arise as biological transformation of the assets occur rather than at the time of harvest.

The Group carried out the valuation of biological assets using fair valuation methodology discussed in Note 6 and employed the services of external valuers (management experts) in the valuation of forestry and livestock.

As disclosed in Note 3(a)(ii), 3(a)(iii) and Note 6 to the consolidated and separate Financial Statements, the key assumptions and estimates used in the valuation include expected yield, future market prices, exchange rates, costs to sell and the age and condition of the assets. The determination of these assumptions and estimates require significant judgment by the Directors and any changes could lead to material adjustments to the consolidated and separate Financial Statements. We therefore identified the measurement of biological assets as a key audit matter.

Refer to Note 2 (h) for the accounting policy on biological assets; Note 3 (a) for the significant estimates used in determining the fair values of biological assets; and Note 6, for the disclosure on biological assets.

Our audit procedures to address the key audit matter

included the following:

We assessed the competence and independence of the management experts and discussed the scope of their work.

We obtained a detailed understanding of the processes followed and the data used by management in making the relevant assumptions.

We assessed and identified the key controls involved in the valuation process and tested their design and implementation.

We engaged our internal valuation specialists to assist with assessing the appropriateness of the methodology and significant judgements and assumptions used by Management and its experts.

We reviewed the valuation reports and discussed the details with Management and the management experts. The discussions involved the valuation process, valuation models, significant assumptions and judgements applied during the valuation.

We performed an analysis of the significant assumptions made in the valuation models and assessed them for reasonableness. Our procedures included comparison with market information, sensitivity analysis, physical verification and retrospective review of the key assumptions and judgements.

In addition, we tested a selection of data inputs used against management's financial and operational information and external sources, to assess the accuracy, reliability and completeness thereof.

We evaluated the sufficiency and accuracy of the disclosures in the notes to the consolidated and separate Financial Statements for compliance with International Accounting Standard (IAS 41) and IFRS 13.

We concluded that the assumptions and judgements used in the valuation were reasonable to support the amounts presented in the consolidated and separate Financial Statements. We also found the models used for the valuation of the biological assets to be appropriate. In addition, the disclosures in the consolidated and separate Financial Statements pertaining to the valuation and measurement of biological assets were found to be appropriate in compliance with IAS 41 and IFRS 13.

Other information

The Directors are responsible for the other information. The other information comprises the Company Information, Notice of the Annual General Meeting, Chairman's Statement, Corporate Social Investment and Sustainability Report, Report of the Directors, Statement of Directors' Responsibilities, Statement on Corporate Governance, Directors' Remuneration Report, five year record and Major shareholders and distribution schedule but does not include the consolidated and separate Financial Statements and our auditor's report thereon.

Our opinion on the consolidated and separate Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon, other than that prescribed by the Kenyan Companies Act, 2015, as set out below.

In connection with our audit of the consolidated and separate Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the consolidated and separate Financial Statements

The Directors are responsible for the preparation and fair presentation of the consolidated and separate Financial Statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Kenyan Companies Act, 2015, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated and separate Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate Financial Statements, the Directors are responsible for assessing the Group's and the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated and separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated and separate Financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report 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 influence the economic decisions of users taken on the basis of these consolidated and separate Financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated and separate Financial statements, whether due to fraud or error, design and perform audit procedures responsive 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 misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.