Quarter 5 - financial statement for 2025

FOR THE YEAR ENDED 31 MARCH 2025

Content Page

Financial highlights i

Directors and other corporate advisers ii

Report of the directors iii

Statement of directors' responsibilities 1

Certification of management's assessment of internal control over financial reporting 2

Statement of compliance 3

Audit committee's report 4

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

Controls over Financial Reporting 5

Independent auditor's report 6

Statement of financial position 12

Statement of profit or loss and other comprehensive income 13

Statement of changes in equity 14

Statement of cash flows 15

Notes to the financial statements 16

Other national disclosures

Value added statement 57

Financial summary 58

BOARD OF DIRECTORS Chief Emeke Iwerebon Chairman

Alhaji Hassan S. Bala Managing Director

Mr. Gbola Aiyedun Publishing Director

Mrs. Cordelia Ojeile Finance Director

Mr. Frederick E. Ijewere Non-Executive Director

Hajia Binta Bakari Non-Executive Director

Mrs. Yetunde Aina Non-Executive Director

Mrs. Egbichi Akinsanya Independent Non- Executive Director Mr. Iyinoluwa Aboyeji Non-Executive Director

SECRETARIES Dcsl Corporate Services Limited

(Corporate Secretaries) 235 Ikorodu Road Ilupeju, Lagos

Tel: +234-809-0381-860

Website: https://www.dcsl.com.ng

REGISTERED OFFICE 52 Oba Akran Avenue, Ikeja, Lagos

Website: https://www.learnafricaplc.com Tel: +234-8039-9912-547

REGISTERED NUMBER RC2637

COMPANY FRC NO: FRC|2012|00000000340

AUDITOR PKF Professional Services, PKF House,

205A Ikorodu Road, Obanikoro,

Lagos Nigeria

REGISTRAR First Registrars and investor services Limited

Plot 2 Abebe Village Road, Iganmu TEL:012799880

P.M.B 12692, Lagos email:info@firstregistrarsnigeria.com

SOLICITORS Citi Point Chambers (Legal Practitioners) 11, IPM Avenue Alausa, Lagos

BANKERS First Bank of Nigeria Limited United Bank of Africa Plc

Ikeja Industrial Estate Branch 16,Oba Akran Avenue Branch 21,Oba Akran Avenue, Ikeja, Lagos. Ikeja, Lagos

Zenith Bank Plc Guaranty Trust Bank Plc

Medical Road Branch 33, Oba Akran Avenue

8, Simbiat Abiola Way Ikeja, Lagos. Ikeja, Lagos.

INVESTMENT ADVISER Cordros Capital Limited

70 Norman Williams Street Ikoyi, Lagos

Tel: +23419049041 - +2347002673767

The directors have pleasure in presenting their report together with the audited financial statements and other national disclosures of Learn Africa Plc ("the company") for the year ended 31 March 2025.

LEGAL FORM

The Company was incorporated in Nigeria under the Companies and Allied Matters Act as a Private Limited Liability Company in Nigeria in 1961. It also commenced business operations that same year. The Company was converted to a Public Limited Liability Company on 28 May 1991 and its shares listed on the Nigerian Exchange Limited on 23 July 1996.

PRINCIPAL ACTIVITIES

The principal activities of the Company are publishing and distribution of educational materials for all levels of learning -Nursery, Primary, Secondary and Tertiary.

There was no change in the principal activities of the Company in the year under review.

Dividend

The Directors are pleased to recommend to Shareholders the payment of a dividend of 35 kobo per ordinary share of 50 Kobo each for the year ended 31 March 2025, which amounts to N270,007,500, subject to the approval of the members at the Annual General Meeting. If approved, the dividend is payable less withholding tax to all members whose names appear in the Company's Register of Members at the close of business on Friday, 12 September 2025.

Shareholders and substantial shareholders

The issued and fully paid-up Share Capital of the Company is 771,450,000 ordinary shares of 50 kobo each. The Register of Members shows that as at 31 March 2025, only three persons held more than 5% of the Company's shares; one person Iwerebon Emeke Felix held 14.07%, Mr. Fredrick E. Ijewere held 6.23% and the Estate of Ade-Ajayi Jacobs Festus held 5.50% of the Company's shares while twelve (12) members held between 1% and 5%. Other shareholders held less than 1% respectively.

2025

No. of

Shares of 50k each

2024

No. of

Major shareholders

The following shareholders held more than 5% of the issued share capital as at 31 March

shares %

shares %

Iwerebon Emeke Felix (Chief) 108,538,916 14.07 107,197,682 13.90

Mr Frederick E. Ijewere 48,074,954 6.23 48,074,954 6.23

Estate of Ade-Ajayi Jacob Festus (Prof) 42,429,847 5.50 42,429,847 5.50

Stated below is the company's shareholding structure as at the year ended.

Directors' interest in shares

The interests of the Directors in the issued share capital of the Company as recorded in the Register of Directors' Shareholdings and/or as notified by them for the purpose of Sections 301 and 302 of the Companies and Allied Matters Act 2020 and the listing requirements of the Nigerian Exchange Limited are as follows:

Directors' interest in contracts

In accordance with Section 303 of the Companies and Allied Matters Act 2020, no Director notified the Company of any interest in any contracts in which the Company was involved in the ordinary course of business during the year under review

Acquisition of own shares

The company has not purchased any of its own shares during the year under review (2024: Nil).

Analysis of shareholding as at period ended 31 March 2025

Property, plant and equipment

Information relating to changes in property, plant and equipment during the year is given in Note 13 to the financial statements. In the opinion of the Directors, the market value of the Company's property, plant and equipment is not less than the value shown in the financial statements.

Corporate social responsibility

As an integral part of the Nigerian society playing varied roles as an employer, partner, and tax payer. The Company impacts the society through various means including the Learn Africa Education Development Foundation, a non-profit making organisation committed to the growth and development of schools and education through the provision of educational infrastructure.

Employment of Physically Challenged Persons

The company continued to maintain its policy of non-discrimination in considering applications for employment and other industrial relations matters.

Health, safety and welfare of workers

The company takes the health, safety and welfare of its employees very seriously, with a strong conviction that a healthy workforce will always be highly productive. The company is registered with a Health Management Organisation (HMO) which is accessible to all staff and their dependants where cases of illness are referred for treatment. We comply with relevant statutory provisions and regulations on health, safety and welfare matters.

Training and development

The Company places a premium on the development of its employees and advocates training and re-training for all employees. Our training activities during the year cut across all categories of employees. Also, induction training has been designed to benefit new employees such that it will assist them settle into their roles conveniently. The performance management system ensures that good performance is recognized and adequately rewarded while poor-performance is appropriately sanctioned. The system is designed to assist employees develop and apply their innate skills and proficiency in the discharge of their assigned duties.

Events after reporting date

As stated in Note 36, there are no events or transactions that have occurred since the reporting date which would have a material effect on the financial statements as presented.

Format of the financial statement

The financial statements of Learn Africa Plc have been prepared in accordance with the reporting and presentation requirement of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), the provisions of the Companies and Allied Matters Act, 2020 and the requirements of Financial Reporting Council of Nigeria Act, 2023 (as amended). The directors consider that the format adopted is that most suitable for the Company.

Auditor

PKF Professional Services (External Auditors) have indicated their willingness to continue in office as External Auditors of the Company. A resolution will be proposed at the Annual General Meeting to authorise Directors to determine their remuneration.

By Order of the Board

Anne Agbo-FRC/2013/NBA/002/00000000855

for: DCSL Corporate Services Limited (Company Secretary)

235, Ikorodu Road, Ilupeju, Lagos Nigeria FRC/2024/COY/876656

Dated: 23 June 2025

In accordance with the provisions of the Companies and Allied Matters Act 2020, the directors of Learn Africa Plc. are responsible for the preparation of annual financial statements which gives a true and fair view of the financial position of the company at the end of the year and of the financial performance and cashflows for the year then ended. The responsibilities include ensuring that:

1. the company keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act, 2020 and Financial Reporting Council of Nigeria Act, 2023 (as amended).

2. appropriate and adequate internal controls are established both to safeguard the assets and to prevent and detect fraud and other irregularities;

3. the company prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and that all applicable accounting standards have

4. It is appropriate for the financial statements to be prepared on a going concern basis.

   The directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with:

   • International Financial Reporting Standards

   • the requirements of the Companies and Allied Matters Act 2020.

   • the requirements of the Financial reporting Council of Nigeria Act 2023 (as amended)

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial position of the Company and of its performance and cash flows for the year.

The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

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

Signed on behalf of the Board of Directors by:

Chief Emeke Iwerebon Alhaji Hassan S. Bala

Chairman Managing Director

FRC/2013/PRO/DIR/003/0000002046 FRC/2016/PRO/DIR/003/00000015071

Dated: 23 June 2025 Dated: 23 June 2025

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

We, Alhaji Hassan S. Bala (Managing Director) and Mrs. Cordelia Ojeile (Finance Director), certify that:

1. We have reviewed the 2025 Annual Report and financial statements of Learn Africa Plc ("the company").

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

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations, and cash flows of the company as of 31 March 2025, presented in this report.

4. Learn Africa Plc certifying officers:

   1. Are responsible for establishing and maintaining internal controls;

   2. Have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information regarding Learn Africa Plc, is made known to us by others within the entities, particularly during the period in which the report is being prepared;

   3. Have designed such internal control system, or caused such internal control system to be designed under

      our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

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

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

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

   2. There was no fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. Learn Africa Plc certifying officers have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to deficiencies noted.

Dated this 23 day of June 2025

Alhaji Hassan S. Bala Mrs. Cordelia Ojeile

Managing Director Finance Director

FRC/2016/PRO/DIR/003/00000015071 FRC/2013/PRO/ICAN/001/00000002038

Dated: 23 June 2025 Dated: 23 June 2025

Certification Pursuant to Section 405(1) of Companies and Allied Matter Act, 2020

We the undersigned hereby certify the following with regards to our Audited Financial Statements for the year ended 31 March 2025 that:

1. We have reviewed the report;

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

   • Any untrue statement of a material fact, or

   • Omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;

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

3. We:

   • are responsible for establishing and maintaining internal controls.

   • have designed such internal controls to ensure that material information relating to the Company is made known to such officers by others within the entity particularly during the period in which the periodic reports are being prepared;

   • have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to

     the report;

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

4. We have disclosed to the auditor of the Company and Audit Committee:

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

   • Any fraud, whether or not material, that involves management or other employees who have

significant role in the company's internal controls;

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

Alhaji Hassan S. Bala Mrs. Cordelia Ojeile

Managing Director Finance Director

FRC/2016/PRO/DIR/003/00000015071 FRC/2013/PRO/ICAN/001/00000002038

Dated: 23 June 2025 Dated: 23 June 2025

Report of the Audit Committee to the Members of Learn Africa Plc

In accordance with the provision of section 404 (7) of the Company and Allied Matters Act 2020, we the members of the Statutory Audit Committee of Learn Africa Plc having carried out our statutory functions of the Act, hereby report that:

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

2. The scope and planning of both the external and internal audit for the year ended 31 March, 2025 are

   satisfactory.

3. The internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the internal control systems.

4. Having deliberated with the Independent Auditor, who confirmed that necessary co-operation was

received from Management in the course of their statutory audit and having reviewed the Independent Auditor's memorandum recommendations on accounting procedures and internal control matters, we are satisfied with Management's responses thereon.

The representatives of our Secretaries, DCSL Corporate Service Limited, acted as Secretaries. Finally, we acknowledge the cooperation of Management and staff in the conduct of our duties. Members of the Audit Committee are:

1. V/Sup Snr Evang. (Dr.) A.O Omojola - Shareholder/ Chairman

2. Mrs. Mary Joke Shofolahan - Shareholder

3. Mr. David Olusegun Oguntoye - Shareholder

4. Mrs. Egbichi Akinsanya - Independent Director

5. Mr. Fredrick Ijewere - Non-Executive Director

   
   
   

   V/SUP SNR EVANG. (DR) A.O. OMOJOLA

   Chairman, Audit Committee FRC/2013/PRO/OTHERS/00000002341

   Dated: 23 June 2025

   
   
   
   
   
   

   PKF Professional Services

   PKF House

   205A Ikorodu Road, Obanikoro, Lagos, Nigeria.

   P.0 Box 2047, Marina, Lagos.

   +234 (0) 90 3000 1351

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

   Independent Auditor's Attestation Report on

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

   Attestation

   We have performed a limited review assurance engagement on management's assessment of the effectiveness of internal control over financial reporting of Learn Africa Plc ("the Company") as of 31 March 2025, in compliance with the SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act 2007 issued by the Securities and Exchange Commission and in accordance with the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance™) issued by the Financial Reporting Council of Nigeria.

   Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Company's internal control over financial reporting as of 31 March 2025 is not effective, in compliance with the SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act 2007 issued by the Securities and Exchange Commission and the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria.

   Basis for Attestation

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

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

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

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

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

   internal control over financial reporting

   The directors are responsible for maintaining effective internal control over financial reporting, and for its

   assessment of the effectiveness of internal control over financial reporting, in accordance with requirement of Section 405 of the Companies and Allied Matters Act, 2020, in connection with Section 1.3 of SEC Guidance on implementation of Sections 60-63 of the investments and securities Act No. 29, 2007 and in compliance with the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria.

   5

   Offices In: Abuja, Kano

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

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

   
   
   

   Auditor's Responsibilities for the Audit of the internal control procedures over financial reporting

   Our responsibility is to express an opinion on the management's assessment of the effectiveness of the Company's internal control over financial reporting based on our limited review.

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

   • obtaining an understanding of internal control over financial reporting;

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

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

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

   Definition of Internal Control over Financial Reporting

   The Company's internal control over financial reporting is process designed by, or under the supervision of, the entity's principal executive and principal financial officers, or persons performing similar funNions, and effected by the entity's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Acceptable Accounting Principles and includes those policies and procedures that:

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

   2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of

      financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and direction of the Company; and

   3. provide reasonable assurance regarding prevention or timely deteoion of unauthorised acquisition, use, or

disposition of the Company's assets that could have a material effect on the financial statements.

Limitations of lntemat Control over Financial Reporting

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

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

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

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

   Other information

   We have also audited, in accordance with the requirements of International Standards on Auditing, the financial statements of the Learn Africa Plc and our report dated 23 June 2025 expressed an unqualified opinion.

   Benson . jayan, Fch

   
   
   

   FRC/20 /P O/lCAN/004/00000002226

   For: PKF Professional Services

   FRC/2023/COY/141906

   Chartered AccountanB

   Lagos, Nigeria

   Dated: 23 June 2025

   6

   
   
   

   PXF Professional Services

   PKF House

   205A Ikorodu Road, Obanikoro, Lagos, Nigeria.

   P.0 Box 2047, Marina, Lagos.

   +Z34 (0) 90 3000 1351

   info@pkf-ng.com

   https://www.pkf-ng.com

   Independent Auditors Report

   To the Shareholders of Learn Africa Plc Report on the audit of the financial statements

   Opinion

   We have audited the accompanying financial statements of Learn Africa Plc (the Company), which comprise the statement of financial position as at 31 March 2025, the statement of profit ar loss and comprehensive inoome, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies.

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

   Basie of Opinion

   We conducted our audit in accordance with International Standards on Auditing (ISAs). Our ‹esponsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Nigeria, and we have 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.

   7

   Offices In: Abuja, Kano

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

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

   "«II PKF

   Key Audit Matters

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

   t. Impairment of trade receivables - Expected Credit Loss (ECL) assessment on financial assets. The determination of the impairment charge for trade receivables requires the assessment of Expected Credit Loss Model (ECL) using the simplified approach on recoverable amounts in line with IFRS 9. The ECL model involves the application of considerable level of judgement and estimation in determining inputs which are derived from historical records obtained within and outside the company in formulating the financial model. The model also requires assumptions in the estimation of forward looking maoo-economic variables in computing the Probability of Defauh (PD).	We focused our testing of impairment on the assumption made by management and in line with IFRS 9, Expected Credit Loss Model {ECL). Our audit procedures include, amongst o0iers, the Reviewed the age analysis of debtors and controls put in place by management on the recoverability of receivables that have Oeen long over due.
   2. Valuation of investment properties The Company adopted fair valuation method in the valuation of investment properties. Included in the total assets at year end are investment properties valued at N376 million (2024:N345 million) representing 9%. The investment properties are stated at their fair values as determined by an independent valuer that was engaged by the management of the company at the reporting date. The assessment of the recoverable amounts of the investments properties by the management is a judgmental process whiM requires the estimation of the net realisable value. The determination of the fair values involve significant judgement, assumptions and estimation, particuJarly in selecting the appropriate valuation methodology and valuation basis. Due to the significant assumptions and estimate, valuation of investment properties has been considered as a key audit matter.	Our audit procedures include, amongst others, the following: competence of the external valuer, and reviewed the term of engagement with the valuer. We considered the appropriateness of the valuation methodology adopted by the valuer. Reviewed the assumption made in determining the fair values of the investment properties for reasonableness. We ensured adequate disclosures were made in the financial statements.

   • Performed an independent review of the impairment calculation and considered all assumptions used in the impairment model and evaluated whether the model complies with the requirements of IFRS 9.

   • We reviewed other areas of maoo-economic variables such as inflation rates, exchange rate, Gross Domestic Products (GDP).

   • We confirmed that appropriate disclosures were made in accordance with the entity's accounting policies and applicable financial framework.

   • We considered professional qualification and

   "sQ PKF

   3. Revenue recognition Revenue is a key performance indicators on which the company and its Directors are assessed. There could be pressures on margin and competition which could lead to recognising revenue in the wrong financial period. In addition, the company operates sales and return policy where goods sold can be returned within a reasonable time. As a result of this policy, goods returned may not be accurately recorded in the company's books or may not be recognised appropriately in the correct financial period.		Our audit procedures include, amongst others, the following: For sales of goods to customers during the year, we compared on a sample basis, postings into revenue ledger which is evidence by delivery notes and copy of invoice duly signed by the customer. For bulk and normal orders, we verified on a sample basis customers' purchase order, delivery notes and signed contract agreement. We performed data integrity check on revenue including the accuracy of sample of journal entries relating to revenue by checking them to supporting documentations, such as approved credit notes to customers with respect to sales returns. We tested whether revenue transactions occurring both prior and post year end date were recognised in the correct financial period.
   4. Valuation of inventory The carrying amount of inventories at year end was N3.2 billion representing 55°/» of the total assets. An allowance of N103 million has been recorded to reduce the carrying value of the inventories to their estimated realisable values. The company's inventory is prone to obsolescence as a result of changes in government curriculum, technological changes, passage of time among others. There is possibility that obsolete and slow moving inventories may not be adequately written down and this may lead to overstatement of inventory.		Our audit procedures include, amongst others, the following: Reviewed age analysis of the Company's inventory and ensured that the value of obsolete and soiled inventory were adequately written down. Reviewed and take note for action, all observations noted during the inventory physical count that could likely affect the impairment calculation of obsolete inventory. Reviewed and challenged the reasonableness of key management's assumptions used for the impairment based on our knowledge of the business and industry.

   • Reviewed the accounting policy for consistency and management's procedures in the recognition and recording of revenue and sales return.

   • Evaluated the design and implementation and the operating effectiveness of internal controls over the approval of goods sold.

   • We assessed the posting in sales ledger subsequent to year end to understand the basis of any significanVunusuat credit notes.

   • Reviewed management's procedures and policies relating to provision for obsolete inventories.

   Other Information

   The directors are responsible for the other information. The other information comprises the Chairman's statement, Directors' Report; Audit Committee's Report, Corporate Governance Report and Company Secretary's report but does not include the financial statements and our audlor's report thereon.

   Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

   In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appeared to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude tfiaf there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

   "«Qt PKF

   Responsibilities of the Directors and Those Charged with Governance for the Financial Statements

   The directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards; and in the manner required by the Companies and Allied Matters Act, 2020, and the Financial Reporting Council of Nigeria Act, 2023 (as amended), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

   In preparing the financial statements, the directors are responsible for assessing 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 company or to cease operations, or have no realistic alternative but to do so.

   Those charged with governance are responsible for overseeing the company's financial reporting process.

   Auditor's Responsibilities for the Audit of the Financial Statements

   Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 oould reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

   • Identified and assessed the risks of material misstatement of the 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.

   • Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the ciroomstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

   • Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

   • Concluded on the appropriateness of the director's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubf on the oompany's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

   • Evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

   We communicated with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

   We also provided the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards

   "@ PKF

   From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be exqeaed to ouMeigh the public interest benefits of such communication.

   Report on Other Legal and Regulatory Requirements

   In accordance with the fifth Schedule of the Companies and Allied Matters Act, 2020, we confirm that:

   1. We have obtained all the information and explanations whioh to the best of our knowledge and belief were necessary for the purpose of our audit;

   2. Proper books of accounts have been kept by the Company, in so far as it appears from our examination of

      those books; and

   3. The Company's statement of financial position and statement of profit or loss are in agreement with the

books of account.

Compliance with FRC Guidance on Assurance Engagement Report on Internal ConVol over Financial Reporting

In accordance with the requirements of the financial Reporting Council of Nigeria, we performed a limited

assurance engagement and reported on management's assessment of the Company's internal control over financial reporting as of 31 March 2025. The work perfomed was done in accordance with ISAE 3000 (Revised) Assurance Engagements Other Than Audit or Reviews of Historical Financial Information and the FRC Guidance on Assuranoe En9agement Report on Internal Control over Financial Reporting. We have issued an unmodified conclusion in our report dated 23 June 2025. The repon is included in the annual report

Benson . ejayan, rc<

FRC/20 RO/ICAN/004/00000002226

For: PKF Professional Services FRC/2023/COY/141906

Chartered Accountants Lagos, Nigeria

Dated: 23 June 2020

The financial statements was approved by the Board of Directors on 23 June 2025 and signed on their behalf by:

The accompanying notes and significant accounting policies form an integral part of these financial statements.