Quarter 5 - financial statement for 2025

Red Star Express Plc

Annual Report 31 March 2025

Corporate Information 1

Directors' Report 2

Corporate Governance Report 7

Statement of Directors' responsibilities in relation to the Consolidated and Separate Financial Statements 10

Statement of Corporate responsibility for the Consolidated and Separate Financial Statements 11

Audit Committee's Report 12

Certification of Management's assessment of Internal Control over Financial Reporting - GMD 13

Certification of management's assessment of Internal Control over Financial Reporting - CFO 14

Management's Report on the Effectiveness of Internal Control over Financial Reporting 15

Independent Auditor's Limited Assurance Report on Internal Control over Financial Reporting 16

Independent Auditor's Report 18

Consolidated and Separate Statements of Financial Position 22

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 23

Consolidated Statement of Changes in Equity 24

Separate Statement of Changes in Equity 25

Consolidated and Separate Statements of Cash Flows 26

Notes to the Consolidated and Separate Financial Statements 27

Other National Disclosures 86

• Value Added Statement - Group 87

• Value Added Statement - Company 88

• Five-Year Financial Summary - Group 89

• Five-Year Financial Summary - Company 90

Board of Directors: Suleiman Barau (OON) Chairman

Auwalu Badamasi Babura Group Managing Director/CEO

Ejekam Charles Executive Director

Chioma Sideso Independent Non-Executive Director

Sulaiman Lawan Koguna Non-Executive Director

Peter Surulere Aletor Non-Executive Director

Chukwuemeka Ndu Non-Executive Director

Registered office: 70, International Airport Road Lagos.

Tel: 01-2715670

Email: enquiries@redstarplc.com

https://http://www.redstarplc.com

Registration number: RC No. 200303

FRC number: FRC/2012/0000000000253

Company secretary: Frances Ndidi Akpomuka

70, International Airport Road Lagos.

Company registrar: Apel Asset Limited

8 Alhaji Bashorun Street, Off Norman Williams Street,

S.W. Ikoyi Lagos.

Company solicitor: Uwensuyi Edosomwan & Co.

254A, Ikorodu Crescent, Dolphin Estate,

Ikoyi, Lagos.

Independent auditor: KPMG Professional Services

KPMG Tower,

Bishop Aboyade Cole Street, Victoria Island, Lagos.

Bankers: Access Bank Plc Ecobank Nigeria Plc Fidelity Bank Plc

First Bank of Nigeria Limited First City Monument Bank Plc Guaranty Trust Bank Limited. Heritage Bank Plc

Jaiz Bank Plc

Keystone Bank Limited Parallex Bank Limited Polaris Bank Limited Stanbic IBTC Bank Plc Sterling Bank Plc

United Bank for Africa Plc Union Bank Plc

Unity Bank Plc Wema Bank Plc Zenith Bank Plc

Alternative Bank Limited

Tax Identification Number: 02460096-0001

for the year ended 31 March 2025

1. Financial statements

   The Directors present their annual report on the affairs of Red Star Express Plc ("the Company") and its subsidiaries ("together, the Group"), together with the independent auditor's report of Red Star Express Plc ("the Company") and its subsidiaries ("together, the Group") for the year ended 31 March 2025. The Directors have considered all the matters brought before them in the financial year ended 31 March 2025 and are satisfied that the Directors' report and Consolidated and Separate Financial Statements represents a fair, balanced and realistic view of events.

2. Legal form

   Red Star Express Plc was incorporated as a Private Limited Company on 10th of July 1992 under the name, Red Star Express Nigeria Limited and commenced business operations on 12th of October 1992. The Company was subsequently converted to a Public Company in July 2007 and had its shares listed on the Nigerian Stock Exchange on November 14, 2007.

   The Company has three (3) wholly owned subsidiaries; Red Star Logistics Limited, Red Star Freight Limited and Red Star Support Services Limited. The results of the Company's subsidiaries have been consolidated in these financial statements.

3. Principal activities

   The Group is principally engaged in the provision of courier services, mail management services, freight services, logistics, ware housing and general haulage.

4. Results for the year

   The performance of the Group and Company during the year as compared with the previous year is as follows:

   			Group					Company
   in thousands of naira	2025		2024		Change %		2025	2024		Change %
   Revenue	21,660,339		16,127,752		34%		10,609,408	7,581,574		40%
   Operating profit	944,179		578,211		63%		493,677	243,583		103%
   Profit before taxation	924,715		542,146		71%		469,237	224,423		109%
   Income tax expense	(378,194) (199,143)				90%		(181,357)		(69,065) 163%
   Profit for the year	546,521 343,003				59%		287,880		155,358 85%

5. Property, plant and equipment

   Information relating to changes in property plant and equipment is disclosed in Note 10 to these consolidated and separate financial statements.

6. Dividend

   The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of dividend payment of 35 kobo (2024: 27 kobo) amounting to a total dividend of ₦334.05 million (2024: ₦257.69 million). This dividend, if approved, is subject to deduction of appropriate withholding tax.

7. Directors

   Names of Directors Designa

   Suleiman Barau (OON) Chairman

   Auwalu Badamasi Babura Group Managing Director/CEO Ejekam Charles Executive Director

   Chioma Sideso Independent Non-Executive Director Sulaiman Lawan Koguna Non-Executive Director

   Peter Surulere Aletor Non-Executive Director Chukwuemeka Ndu Non-Executive Director

   Directors' Report (cont'd)

   for the year ended 31 March 2025

8. Record of director's attendance

   Red Star Express Plc

   Annual Report 31 March 2025

   In accordance with the provisions of Section 284(2) of the Companies and Allied Matters Act, 2020, the record of the Directors' attendance at Directors' meetings during the year is disclosed in the table below. The Directors have a formal schedule of meetings and met a total of four (4) times in the year. The table below shows the number of meetings (including Board and Board Committees) attended by each Director.

   Frequency and Attendance of Board Meetings Board Meetings Attendance

   2024 2025

   Directors

   24-Apr 27-Jun 24-Oct 20-Feb

   Suleiman Barau (OON) Yes Yes Yes Yes Auwalu Badamasi Babura Yes Yes Yes Yes Ejekam Charles Yes Yes Yes Yes

   Chioma Sideso Yes Yes Yes Yes Sulaiman Lawan Koguna Yes Yes Yes Yes Peter Surulere Aletor Yes Yes Yes Yes

   Chukwuemeka Ndu Yes Yes Yes Yes

   			2024				2025
   Audit Committee		23-Apr 26-Jun		26-Jul		22-Oct	30-Jan
   Folorunsho Olajide	No	No	No		Yes		Yes
   Moses Ogundeji	Yes	Yes	Yes		No		No
   Cyril Ugwumadu	Yes	Yes	Yes		No		No
   Bukola Adetunji	No	No	No		Yes		Yes
   Kolawole Amoo	Yes	Yes	Yes		Yes		Yes
   Sulaiman Koguna	Yes	Yes	Yes		Yes		Yes
   Chukwuemeka Ndu	Yes	Yes	Yes		Yes		Yes
   Strategy & Business Development		2024		2025
   Committee		18-Apr 21-Jun		30-Jan
   Chioma Sideso Peter Aletor Sulaiman Koguna Chukwuemeka Ndu Sulaiman Koguna Auwalu Badamasi Babura Ejekam Charles	Yes Yes Yes Yes Yes Yes Yes	Yes Yes Yes Yes Yes Yes Yes	Yes Yes Yes Yes Yes Yes Yes
   Risk Management		2025

   6-Feb

   Peter Aletor Yes

   Chioma Sideso Yes

   Chukwuemeka Ndu Yes

   Governance, Nomination and			2024		2025
   Remuneration Committee		22-Apr	26-Jun		18-Feb
   Sulaiman Koguna Chioma Sideso Peter Aletor	Yes Yes Yes		Yes Yes Yes	Yes Yes Yes
   Legend:
   Yes - Present
   No - Absent

9. Directors and their interests

   The direct and indirect interest of Directors in the issued share capital of the Company as recorded in the Register of Directors' shareholding and/or as notified by them for the purposes of section 301 and 302 of the Companies and Allied Matters Act 2020 and in compliance with the listing requirements of the Nigerian Stock Exchange are as follows:

   No of Shares held as at 31 March 2025

   No of Shares held as at 31 March 2024

   	Direct	Indirect	Direct	Indirect
   Suleiman Barau	79,656,679	Nil	79,656,679	Nil
   Sulaiman Koguna	8,377,818	Nil	8,377,818	Nil
   Auwalu Babura	375,764	Nil	375,764	Nil
   Ejekam Charles	Nil	Nil	248,637	Nil
   Chukwuemeka Ndu	Nil	96,419,958	Nil	96,419,958
   Peter Aletor	Nil	101,977,912	Nil	101,977,912
   Chioma Sideso	Nil	Nil	Nil	Nil

   Other than as disclosed above, the Directors are not aware of any disclosable interests or transactions in the share capital of the Company or any of its subsidiaries as at 31 March 2025 or at the date of this report.

10. Director's interest in contracts

    In accordance with Section 303 of the Companies and Allied Matters Act (CAMA) 2020, none of the Directors has notified the Company of any disclosable interests in contracts in which the Company was involved during either at 31 March 2025 or at the date of this report.

11. Analysis of Shareholding

According to the register of members, the spread of shareholding in the Company as at 31 March 2025 was as follows:

31 March 2024

The Shareholders that have more than 5% holding are as follows:

12

Courier and Logistics Management Institute - 250

1,200 625

In accordance with Section 43(2) of the Companies and Allied Matters Act, 2020 ("CAMA"), the Company did not make any donation or give gifts to any political party, political association or for any political purpose during the year (2024: Nil).

1. Corporate social responsibility

   Our corporate social responsibility (CSR) integrates social, environmental and economic concerns into the Group's values, culture, decision making, strategy and operations in a transparent and accountable manner and thus, establishes better practices within the Group, creates wealth and improves the society at large.

2. Employment of physically challenged persons

   It is the Company's policy to give special consideration to disabled persons having regard to the individual applicant's aptitude and abilities. There were no physically challenged persons in the Company as at year end. (2024: Nil).

3. Employment equity, gender policies and practices

   Our resourcing and promotion policy ensures equity, and is free from discriminatory bias of gender, ethnic origin, age, marital status, gender, sexual orientation, disability, religion and other diversity issues. This is role-modelled throughout our end-to-end employee life cycle process.

4. Health, safety and welfare of employees

   We ensure that our employees and members of their immediate families have access to free medical health care, under the Health Management Organization (HMO) scheme. The Company maintains a secure and healthy workplace with fire prevention and fire-fighting equipment installed at strategic locations within the Company's offices whilst also retaining a Group Personal Accident and Nigeria Social Insurance Trust Fund (NSITF) schemes, as well as a Contributory Pension Scheme for the benefit of the employees.

5. Employees' involvement and training

   Red Star Express Plc is committed to providing its employees with the best opportunities for learning and development and these programs are intended to challenge our people whilst empowering them to be more proficient as it relates to their individual careers and personal lives. This is achieved by a combination of internal and external trainings which is supported by our experienced in-house training faculty, periodic job rotations and mentoring to ensure our people are well equipped with the essential skills to efficiently carry out their diverse assignments.

6. Events after the reporting date

   Other than those disclosed in note 30 of the Financial Statements, there were no other events after the reporting date which could have had a material effect on the financial position of Red Star Express Plc ("the Company") and its Subsidiaries (together "the Group) as of 31 March, 2025, which have not been adequately provided for in the Financial Statements.

7. Independent auditor

Messrs. KPMG Professional Services, having satisfied the relevant corporate governance rules on their tenure in office have indicated their willingness to continue in office as independent auditors to the Company. In accordance with Section 401(2) of the Companies and Allied Matters Act (CAMA) 2020 , therefore, the independent auditors will be re-appointed at the next annual general meeting of the Company without any resolution being passed.

BY ORDER OF THE BOARD

FRANCES NDIDI AKPOMUKA

Company Secretary FRC/2013/ICSAN/00000002640

Lagos, Nigeria 27 June 2025

Governance Structure

Red Star Express Plc is committed to high standards of Corporate Governance and best practice both within the Company and amongst its subsidiaries.

Directors and other key personnel

The Directors and key personnel complied with the Securities and Exchange Commission (SEC) Code of Corporate Governance as well as other disclosure requirements of the Nigerian Stock Exchange Limited and Financial Reporting Council Code of Corporate Governance during the year.

Shareholding

The Company maintains a varied shareholding structure.

The Board Governance Structure Board of Directors

The Board is currently constituted of Seven (7) Directors with the relevant knowledge and expertise required to oversee the activities of the Company. The Board's main responsibility is to determine the strategic direction for the Company and is composed of Four (4) Non - Executive Directors (which includes the Chairman), One (1) Independent Non-Executive Director and Two (2) Executive Directors. The positions of the Chairman and Group Managing Director are separate, and the other responsibilities of the Board are as contained in the duly approved Board Charter.

Board Membership

Suleiman Barau (OON) Chairman

Auwalu Badamasi Babura Group Managing Director/CEO Ejekam Charles Executive Director

Chioma Sideso Independent Non-Executive Director

Sulaiman Lawan Koguna Non-Executive Director

Peter Surulere Aletor Non-Executive Director

Chukwuemeka Ndu Non-Executive Director

Board Committees

The Board carries out its oversight functions via its Committees governed by Charters and definite Terms of Reference. There are Four (4) Board Committees namely, Governance, Nomination and Remuneration Committee, Strategy & Business Development Committee, Risk Management Committee and the Audit Committee.

Governance, Nomination and Remuneration Committee

This committee is comprised solely of Non-Executive Directors and Independent Non-Executive Directors. The Committee's terms of reference are in line with SEC Code of Corporate Governance, 2018.

This committee is comprised of three (3) Non-Executive Directors:-Sulaiman Lawan Koguna Chairman/Non-Executive Director Chioma Sideso Independent Non-Executive Director

Peter Surulere Aletor Non-Executive Director

Strategy and Business Development Committee

This committee is comprised of six (6) members: four (4) Non-Executive Directors and two (2) Executive Directors:-

Mrs. Chioma Sideso Chairman/Independent Non - Executive Director

Mr. Sulaiman Koguna Non-Executive Director

Mr. Peter Aletor Non-Executive Director

Mr. Chukwuemeka Ndu Non-Executive Director

Mr. Auwalu Babura Group Managing Director/CEO

Mr. Charles Ejekam Executive Director

Risk Management Committee

This committee is comprised of five (5) members: three (3) Non-Executive Directors and two (2) Executive Directors: -

Mr. Peter Aletor Chairman/Non-Executive Director

Mrs. Chioma Sideso Independent Non - Executive Director

Mr. Emeka Ndu Non-Executive Director

Mr. Auwalu Babura Group Managing Director/CEO

Mr. Charles Ejekam Executive Director

Audit Committee

This committee is comprised of Five (5) members: Three (3) Shareholders' representatives and Two (2) Non-Executive Directors: -

Mr. Folorunsho Olajide Chairman/Shareholder Representative

Mrs. Bukola Adetunji Shareholder Representative

Mr. Kolawale Amoo Shareholder Representative

Mr. Sulaiman Koguna Non-Executive Director

Mr. Chukwuemeka Ndu Non-Executive Director

Group Executive Committee

The Group Executive Committee is the highest governing body of Management and meets bi- weekly or as business needs demands, to deliberate on implementation of Board approved strategies as well as ensure that the Company's resources are efficiently and effectively deployed. The Committee is headed by the Group Managing Director/CEO ably supported by the Executive Directors,Chief Operating Officers, and Departmental Heads.

Relationship with shareholders

The Company maintains a cordial relationship with Shareholders and all shareholders are treated equally, regardless of number of shares or social position. Financial and other mandatory information are promptly communicated to shareholders through appropriate media, including quarterly publication of the Group performance in the newspapers and requisite filings with the regulatory bodies.

Shareholders complaint policy

In furtherance to the directive of the Securities and Exchange Commission (SEC), the Company has in place a Shareholders Complaint Management Policy geared at standardizing the procedure for shareholders to bring to the attention of the Company complaint regarding their shareholding and how these may be resolved and/or addressed. The policy is available on the Company's website - https://www.redstarplc.com. Complaints/questions/clarifications may also be sent directly to investorrelations@redstarplc.com.

Insider trading and price sensitive information

Directors, Insiders and other related persons in possession of confidential price sensitive information ("Insider Information") are prohibited from dealing with the securities of the Company where such would amount to Insider Trading. Directors, Insiders and other related persons are also prohibited from disposing, selling, buying or transferring their shares in the Company for a period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the Company from time to time.

Directors Remuneration Policy

The Company's Directors remuneration policy takes into consideration the industry in which it operates as well as the performance of the Company at the end of each financial year. The component of the policy includes: -

For Non-Executive Directors:

• Payment of Directors annual fees and sitting allowances;

• Sponsorship for training programmes which are required to enhance individual performance of assigned responsibilities.

  For Executive Directors

• Fixed remuneration in line with competitive remuneration paid for comparable positions in the Industry

• Variable remuneration based on performance and attainment of set targets.

The Directors accept responsibility for the preparation of the consolidated and seperate financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act (CAMA) 2020 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.

The Directors have made an assessment of the Group and Company's ability to continue as a going concern and have no reason to believe the Group and Company will not remain a going concern in the year ahead.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

Suleiman Barau (OON) Chairman

Auwalu Badamasi Babura Group Managing Director/CEO

FRC/2015/ICENNIG/00000011559 FRC/2016/ICAN/00000014402

27 June 2025 27 June 2025

Further to the provisions of section 405 of the Companies and Allied Matters Act (CAMA), 2020, we, the Group Managing Director/CEO and Chief Financial Officer, hereby certify the consolidated and separate financial statements of Red Star Express Plc for the year ended 31 March 2025 as follows:

1. That we have reviewed the audited consolidated and separate financial statements of Red Star Express Plc ("the Company") and its Subsidiaries (together "the Group) for the year ended 31 March 2025.

2. That the audited consolidated and separate financial statements do not contain any untrue statement of material fact or omit to state a material fact which would make the statements misleading, in the light of the circumstances under which such statement was made.

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

4. That we are responsible for establishing and maintaining internal controls and have designed such internal controls to ensure that material information relating to the Company and its subsidiaries is made known to us by other officers of the companies during the year ended 31 March 2025.

   
   
   
   
   
   

   Auwalu Badamasi Babura Onyibo Valentine Uchenna

   Group Managing Director/CEO Chief Financial Officer (CFO)

   FRC/2016/ICAN/00000014402 FRC/2013/ICAN/00000003908

   27 June 2025 27 June 2025

   AUDIT COMMITTEE REPORT

   TO THE SHAREHOLDERS OF RED STAR EXPRESS PLC

   In accordance with Section 404 (7) of the Companies and Allied Matters Act (CAMA), 2020 and Section 30.4 of the SEC Code, the members of the Audit Committee of Redstar Express Plc hereby report as follows:

   We have exercised our statutory functions under Section 404 (7) of the Companies and Allied Matters Act, 2020 and we acknowledge the cooperation of the Board, management and staff in the conduct of these responsibilities. After careful consideration of the report of the external auditors, we accepted the report that the Consolidated and Seperate Financial Statements give a true and fair view of the state of the Group and Company's financial affairs as at 31st March, 2025 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   We confirm that:

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

   2. We reviewed the scope and planning of audit requirements and found them adequate.

   3. We reviewed the findings on the management letter prepared by the external auditors and found management responses to the findings satisfactory.

   4. The accounting and internal controls system is constantly and effectively being monitored through an effective internal audit function.

   5. We made recommendations to the Board on the reappointment and remuneration of the external auditors and also reviewed the provision made in the Consolidated and Seperate Financial Statements for the remuneration of the external

   6. We considered that the external auditors are independent and qualified to perform their duties effectively.

The Committee therefore recommends that the Audited Consolidated and Seperate Financial Statements for the year ended 31 March, 2025 and the External Auditors' report thereon be presented for adoption at this Annual General Meeting."

Folorunso Olajide Alakija FRC/2023/PRO/ICAN/004/378190

Chairman

27 June 2025

Members of the Audit Committee:

Mr. Folorunso Olajide Alakija - Chairman/Shareholder Representative Mrs Bukola Adetunji - Shareholder Representative

Mr. Kolawale Amoo - Shareholder Representative Mr. Sulaiman Koguna - Non-Executive Director Mr. Chukwuemeka Ndu - Non-Executive Director

I, Auwalu Badamasi Babura, certifies that:

1. I have reviewed the Management's Report on the Effectiveness of Internal Control over Financial Reporting as of 31 March 2025 of Red Star Express Plc ("the Company") and its subsidiaries (together "the Group");

2. Based on my 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 my knowledge, the consolidated and separate financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of and for the periods 31 March 2025, presented in this report;

4. The Group's other certifying officer and I:

   1. are responsible for establishing and maintaining internal controls;

   2. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated and separate financial statements for external purposes in accordance with IFRS Accounting Standards;

   3. have evaluated the effectiveness of the Group's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

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

5. The Group's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the Company's auditors and the Audit committee:

   1. All significant deficiencies in the design or operation of the internal control system which are reasonably likely to adversely affect Red Star Express Plc's ability to record, process, summarize 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 Group's internal control system.

6. The Group's other certifying officer and I have identified, in the report whether or not there were significa changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of our evaluation.

Auwalu Badamasi Babura Group Managing Director/CEO FRC/2016/ICAN/00000014402 27 June 2025

I, Onyibo Valentine Uchenna, certify that:

1. I have reviewed the Management's Report on the Effectiveness of Internal Control over Financial Reporting as of 31 March 2025 of Red Star Express Plc ("the Company") and its subsidiaries (together "the Group");

2. ◻Based on my knowledge, this report does not contain any untrue statement of a material fact or omits 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 my knowledge, the consolidated and separate financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of and for, the periods presented in this report;

4. ◻The Group's other certifying officer and I:

   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 relating to the Red Star Express Plc, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   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 IFRS Accounting Standards;

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

5. The Group's other certifying officer and I have disclosed, based on our most recent evaluation of intern control system, to the Company's auditors and the Audit committee:

   1. All significant deficiencies in the design or operation of the internal control system which are reasonably likely to adversely affect Red Star Express Plc's ability to record, process, summarize 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 Group's internal control system.

6. The Group's other certifying officer and I have identified, in the report whether or not there were significa changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of our evaluation.

   
   
   

   Onyibo Valentine Uchenna◻ Chief Financial Officer FRC/2013/ICAN/00000003908 27 June 2025

   2025

   The management of Red Star Express Plc ("the Company") is responsible for establishing and maintaining adequate internal control over financial reporting as required by the Investment and Securities Act 2007 and the Financial Reporting Council (Amendment) Act, 2023.

   The management of Red Star Express Plc assessed the effectiveness of the internal control over financial reporting of the Company and its subsidiaries (together "the Group") as of 31 March 2025 using the criteria set forth in Internal Control-Integrated Framework (2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission ("the COSO Framework") and in accordance with the SEC Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act, 2007.

   As of March 31, 2025, the management Red Star Express Plc did not identify any material weakness in its assessment of internal control over financial reporting. As a result, management has concluded that, as of March 31, 2025, the Group's internal control over financial reporting was effective.

   The Company's independent auditor, KPMG Professional Services, who audited the consolidated and separate financial statements included in this Annual Report, issued an unmodified conclusion on the effectiveness of the Group's internal control over financial reporting as of 31 March 2025 based on the limited assurance engagement performed by them. KPMG Professional Services' limited assurance report appears on page 16 & 17 of the Annual Report.

   Changes in Internal Control Over Financial Reporting

   There were no changes in our internal control over financial reporting that occurred subsequent to the date of our evaluation of the effectiveness of internal control over financial reporting that significantly affected, or are reasonably likely to significantly affect, the Group's internal control over financial reporting.

   
   
   

   Auwalu Badamasi Babura Onyibo Valentine Uchenna◻

   Group Managing Director/CEO Chief Financial Officer

   FRC/2016/ICAN/00000014402 FRC/2013/ICAN/00000003908

   27 June 2025 27 June 2025

   Independent Auditor's Limited Assurance Report

   To the Shareholders of Red Star Express Plc

   Report on Limited Assurance Engagement Performed on Management's Assessment of Internal Control Over Financial Reporting

   Conclusion

   We have performed a limited assurance engagement on whether internal control over financial reporting of Red Star Express Plc ("the Company") and its subsidiaries (together "the Group") as of 31 March 2025 is effective in accordance with the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("the COSO Framework")] and the Securities and Exchange Commission Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act 2007.

   Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Group's internal control over financial reporting as of 31 March 2025 is not effective, in all material respects, in accordance with the criteria established in the COSO Framework and the Securities and Exchange Commission Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act 2007.

   Basis for conclusion

   We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB) and the Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. Our responsibilities are further described in the "Our responsibilities" section of our report.

   We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA).

   Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

   We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

   Other matter

   We have audited the consolidated and separate financial statements of Red Star Express Plc in accordance with the International Standards on Auditing, and our report dated 30 June 2025 expressed an unmodified opinion of those consolidated and separate financial statements.

   Our conclusion is not modified in respect of this matter.

   16

   
   
   
   
   
   

   Responsibilities for Internal Control over Financial reporting

   The Board of Directors of Red Star Express Plc is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on the Effectiveness of Internal Control over Financial Reporting as of 31 March 2025. Our responsibility is to express a conclusion on the Group's internal control over financial reporting based on our assurance engagement.

   Our responsibilities

   The Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting ("the Guidance") requires that we plan and perform the assurance engagement and provide a limited assurance report on the Group's internal control over financial reporting based on our assurance engagement.

   Summary of the work we performed as the basis for our conclusion

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

   The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

   Definition and Limitations of Internal Control Over Financial reporting

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

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

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

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

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

Signed:

Dunni D. Okegbemila, FCA

FRC/2012/ICAN/00000000411

For: KPMG Professional Services Chartered Accountants

30 June 2025

Lagos, Nigeria 17

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Red Star Express Plc

Report on the Audit of the Consolidated and Separate Financial Statements

Opinion

We have audited the consolidated and separate financial statements of Red Star Express Plc ("the Company") and its subsidiaries (together, "the Group"), which comprise:

• the consolidated and separate statements of financial position as at 31 March 2025;

• the consolidated and separate statements of profit or loss and other comprehensive income;

• the consolidated and separate statements of changes in equity;

• the consolidated and separate statements of cash flows for the year then ended; and

• the notes, comprising material accounting policies and other explanatory information.

In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the Company and its subsidiaries as at 31 March 2025, and of its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act (CAMA), 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

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 Company in accordance with 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 consolidated and separate 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, 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.

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