Quarter 5 - financial statement for 2025

RC:813022

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

GBENGA BADEJO & CO. (CHARTERED ACCOUNTANTS)

A Correspondent Firm of Reanda International. An International Network of Independent Accounting and Consulting Firms.

TABLE OF CONTENTS PAGES

CORPORATE INFORMATION 2-3

FINANCIAL HIGHLIGHTS 4-5

REPORT OF THE DIRECTORS 6-15

STATEMENT OF THE DIRECTORS' RESPONSIBILITIES16

CORPORATE GOVERNANCE REPORT 17-25

STATUTORY AUDIT COMMITTEE REPORT26

MANAGING DIRECTOR CERTIFICATION REPORT27

CHIEF FINANCIAL OFFICER'S CERTIFICATION REPORT28

STATEMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING29

REPORT OF THE INDEPENDENT AUDITORS 30-33

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 34

STATEMENT OF FINANCIAL POSITION 35

STATEMENT OF CHANGES IN EQUITY 36

STATEMENT OF CASH FLOWS 37

NOTES TO THE FINANCIAL STATEMENTS 38-85

OTHER NATIONAL DISCLOSURES:

VALUE ADDED STATEMENT (NON-IFRS) 86

FIVE YEAR FINANCIAL SUMMARY (NON-IFRS) 87

SKYWAY AVIATION HANDLING COMPANY PLC

CORPORATE INFORMATION

REGISTERED CORPORATION

NUMBER:

813022

TAX IDENTIFICATION NUMBER: 04683753-0001

DIRECTORS: Barrister (Dr.) Taiwo Afolabi Chairman

Mrs. Adenike Aboderin Managing Director

Mr. Babatunde Afolabi Executive Director

Mr. Abiodun Adegbesan Executive Director

Mrs. Boma Ukwunna Executive Director

Mr. Herbert Odika Executive Director Deceased 15/6/2025

Dr. Oluropo Owolabi Non-Executive Director Barrister Oladipo Kayode Filani Non-Executive Director

Captain Shehu Iyal Non-Executive Director Deceased 15/5/2025

Mr. Anogwi Anyanwu Independent Non-Executive Director Dr. Bukola Bello Jaiyesimi Independent Non-Executive Director Mrs. Laila Jean St. Matthew-Daniel Independent Non-Executive Director

PRINCIPAL OFFICERS: Mrs. Adenike Aboderin Managing Director/CEO

Mr. Abiodun Adegbesan Executive Director - Finance and Admin. Mrs. Boma Ukwunna Executive Director - Cargo Services

Mr. Babatunde Afolabi Executive Director IT and Business Development Mr Olusegun Adejo Chief Financial Officer

Mr. Olugbenga Okeowo GM - Operations

Mr. Donald Adekunle GM - Cargo Services

Ms Jesuyemisi Odeyemi GM - Legal/ Company Secretary

Mr. James Oriowo AGM - Maintenance

Mr. Hamzat Bola Olaniyan AGM - Billing

Mr. Yinka Afolabi Ogungbemi AGM - Admin Services and Project Mr. Oluseyi Richard Ajayi AGM- Internal Control

Mrs. Doyin Olusanya Head - Safety and Quality Assurance

Miss Bukola Amele Head - Human Resources

Mrs Bukola Oyinloye Head - Information Technology

Mr. Bamaiya Gumuti Head - Security

Mr. Benjamin Akinola Head - Internal Audit

Mrs. Vanessa Adetola Uansohia Head - Corporate Communications Mr. Ifeanyi Onunkwo Head - Training

Mr. Moses Akpaibor Head- Sales and Marketing

Ms. Anthonia Ayodele Head- Procurement

REGISTERED OFFICE ADDRESS 54, Warehouse Road, Apapa, Lagos State

OPERATIONAL OFFICE ADDRESS: Skyway Aviation Handling Company Plc. Complex, Cargo Terminal,

Murtala Muhammed International Airport, Ikeja, Lagos State.

COMPANY SECRETARY: Jesuyemisi Odeyemi

Skyway Aviation Handling Company Plc. Complex, Cargo Terminal,

Murtala Muhammed International Airport, Ikeja, Lagos State.

CORPORATE INFORMATION (CONTINUED)

PRINCIPAL BANKERS: Access Bank Plc.

Ecobank Nigeria Limited Fidelity Bank Plc.

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

Lotus Bank Limited Nova Bank Limited Parallex Bank Limited Polaris Bank Limited Providus Bank Limited Stanbic IBTC Bank Plc. Sterling Bank Plc.

Union Bank of Nigeria Limited United Bank for Africa Plc.

Wema Bank Plc.

Zenith Bank Plc.

INDEPENDENT AUDITORS Gbenga Badejo and Co.

(Chartered Accountants)

A Correspondent Firm of Reanda International

Plot 8A, Ajumobi Olorunoje Street, Off Acme Road, By First Bank, Agidingbi, Ikeja, Lagos State

Tel.: 0809-622-7865. 0916-901-9711

Email: info@gbc-consult.com https://www.gbc-consult.com

SOLICITORS Justification Law Firm

7, Kolawole Odunsi Street,

Off Unity Road, Mobolaji Bank, Anthony way, Ikeja,

Lagos State.

REGISTRARS: Apel Capital Registrars Limited

8, Alhaji Bashorun Street, Off Norman Williams Street, Ikoy Lagos State.

ADVISERS J. Ajayi Patunola & Co.

FRC/2013/0000000000679

Estate Surveyors & Valuers

3, Adelabu Close, Opp Custom Training College Gate, Off Ola-Ayinde/Toyin Street, Ikeja, Lagos State.

Seyi Katola & Co. (Chartered Accountants)

FRC/2013/ICAN/00000003609

Actuarial Valuers

1, Babatunde Ladega Street Omole Bus-Stop

Lagos State.

Current ratio indicates the company's ability to absorb its current liabilities from its current assets.

Return on capital employed (ROCE) ratio measures the company's profitability and the efficiency with which its capital is employed.

Gearing ratio measures the proportion of the company's borrowed funds to its equity.

Earnings per share and net assets per share are based on profit after income tax expense and net assets respectively and the number of issued and fully paid ordinary shares at the end of each financial year.

STATEMENT OF FINANCIAL POSITION ITEMS

2025

2024

90

80

70

60

50

40

30

20

10

0

Millions

FINANCIAL HIGHLIGHTS - GRAPHICAL REPRESENTATION FOR THE YEAR ENDED 31 DECEMBER, 2025

STATEMENT OF FINANCIAL POSITION ITEMS

2025

2024

50

45

40

35

30

25

20

15

10

5

-

Millions

5

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER, 2025

The Directors are pleased to present their annual report on the state of affairs of the Company (also referred to as SAHCO PLC) together with the financial statements for the year ended 31 December 2025.

1. PRINCIPAL ACTIVITIES

   The principal activities of the Company include provision of aviation handling services including aircraft/ramp handling, cargo handling, passenger handling, premium lounge, aviation security and baggage reconciliation.

2. LEGAL FORM

   The Company was incorporated on the 21st of April 2009. On 3rd of December, 2009, SIFAX Shipping Limited and Global Apex Logistic Limited through Skyway Aviation Handling Company Limited acquired 100% interest of the Federal Government in Skypower Aviation Handling Company Limited due to the privatisation of the company.

   Skyway Aviation Handling Company Limited became a Public Limited Liability Company on 5th October, 2018.

   The Corporate Headquarters is located at Skyway Aviation Handling Company Plc. Complex, Cargo Terminal, Murtala Muhammed International Airport, Ikeja, Lagos State.

3. RESULT FOR THE YEAR

   Highlights of the Company's operating results for the year ended 31 December 2025 is as follows: -

   31 December 31 December %

   2025 2024

   ₦'000 ₦'000

   Revenue44,459,36528,941,270 54

   Profit Before Income Tax Expense 12,007,264 6,486,469 85

   Income Tax Expense (2,265,634) (1,652,883) 37

   Profit After Income Tax Expense 9,741,630 4,833,586 102

   Total Other Comprehensive Income 24,014,520 2,057,888 1,067

   Total Comprehensive Income33,756,1506,891,473 390

   Earnings Per Share (Naira)

   7.203.57 102

4. OPINION OF THE DIRECTORS

   In the opinion of the Board of Directors: -

   1. The Financial Statements of the Company together with the notes therein are drawn up so as to give a true and fair view of the financial position of the Company as at 31 December, 2025 and of the financial performance, changes in equity and cash flows for the year then ended and;

   2. As at the date of reporting, there are reasonable grounds to believe that the Company will be able to pay its liabilities as and when they fall due.

   REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

5. DIRECTORS AND DIRECTORS' INTEREST

   The names of the Directors that served during the year under review are detailed on page 2. The interests of the Directors in the Issued Ordinary Share Capital of the company are listed below in accordance with Section 301 of the Companies and Allied Matters Act, CAP C20 LFN 2020 and the listing requirements of the Nigerian Exchange Limited:

   Number of shares held (Unit) As at 31 December 2025

   Directors	Direct	Indirect
   Barr. Dr. Taiwo Afolabi	379,041,989	443,331,091 (SIFAX Shipping Ltd)
   Dr. Bukola Jaiyesimi Bello	-
   Mrs. Laila Jean St. Matthew-Daniel	-
   Dr. Oluropo Owolabi	5,332,500		-
   Bar. Kayode Filani	4,000,000	4,000,000 (Through Kaydidson Nigeria Limited)
   		4,000,000 (Through KFA Investment and Property Dev. Co. Ltd.)
   Mr. Babatunde Afolabi	-		-
   Mr. Abiodun Adegbesan	10,000		-
   Mr. Anogwi Anyanwu	50,000		-
   Mrs. Boma Ukwunna	350,000		-
   Total	388,784,489

   Number of shares held (Unit) As at 31 December 2024

   Directors	Direct	Indirect
   Barr. Dr. Taiwo Afolabi	379,041,989	443,331,091 (SIFAX Shipping Ltd)
   Dr. Bukola Jaiyesimi Bello	-
   Mrs. Laila Jean St. Matthew-Daniel	-
   Dr. Oluropo Owolabi	5,332,500		-
   Bar. Oladipo Filani	4,000,000	4,000,000 (Through Kaydidson Nigeria Limited)
   		4,000,000 (Through KFA Investment and Property Dev. Co. Ltd.)
   Mr. Olutoye Ariyo	-		-
   Mr. Babatunde Afolabi	-		-
   Captain Shehu Iyal	-		-
   Mr. Anogwi Anyanwu	50,000		-
   Mrs. Boma Ukwunna	350,000		-
   Total	388,774,489

6. APPOINTMENT / RESIGNATION OF DIRECTORS

   There was no appointment of any new members of the Board of Directors during the year. Two members of the Board of Directors were deceased during the year.

   DECEASED

   1. Captain Shehu Iyal

   2. Mr. Herbert Odika

   REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

7. ANALYSIS OF SHAREHOLDING

   The shareholding structure of the Company is as stated below:

   As at 31 December 2025

   Range of Shareholding	Num. of Holders	Holders %	Holders Cumulative	Units	Units %	Cumulative Units
   1 - 1,000	1446	52.27766	1,446	513,785	0.04	513,785
   1,001- 5,000	625	22.59581	2,071	1,768,548	0.13	2,282,333
   5,001- 10,000	224	8.098337	2,295	8,132,975	0.60	10,415,308
   10,001- 50,000	315	11.38829	2,610	1,889,137	0.14	12,304,445
   50,001- 100,000	56	2.024584	2,666	4,523,307	0.33	16,827,752
   100,001- 500,000	73	2.63919	2,739	16,885,981	1.25	33,713,733
   500,001- 1,000,000	8	0.289226	2,747	5,920,204	0.44	39,633,937
   1,000,000- 5,000,000	9	0.33	2,756	28,772,085	2.13	68,406,022
   10,000,001- 50,000,000	6	0.22	2,762	162,223,338	11.98	230,629,360
   50,000,001- 1,000,000,000	4	0.14	2,766	1,122,950,640	82.96	1,353,580,000
   Grand Total	2,766	100%		1,353,580,000	100%

   As at 31 December 2024

   Range of Shareholding	Num. of Holders	Holders %	Holders Cumulative	Units	Units %	Cumulative Units
   1 - 1,000	834	44.29102	834	370,325	0.03	370,325
   1,001- 5,000	445	23.6325	1,279	1,329,431	0.10	1,699,756
   5,001- 10,000	166	8.81572	1,445	1,437,285	0.11	3,137,041
   10,001- 50,000	302	16.03824	1,747	8,405,540	0.62	11,542,581
   50,001- 100,000	45	2.389804	1,792	3,896,934	0.29	15,439,515
   100,001- 500,000	60	3.186405	1,852	12,984,651	0.96	28,424,166
   500,001- 1,000,000	10	0.531067	1,862	6,817,444	0.50	35,241,610
   1,000,000- and above	21	1.115242	1,883	1,318,338,390	97.40	1,353,580,000
   Grand Total	1,883	100%		1,353,580,000	100%

   SUBSTANTIAL INTEREST IN SHARES

   According to the Register of Members as at 31 December, 2025, the following shareholders of the Company held more than 5% of the issued ordinary share capital of the Company;

   			2025		2024
   Shareholders			Num. of share	Shareholding (%)	Num. of share	Shareholding (%)
   Sifax Shipping Company Limited			443,331,091	32.75	443,331,091	32.75
   Afolabi Taiwo			379,041,989	28.00	379,041,989	28.00
   Afolabi Folashade			241,816,960	17.86	241,816,960	17.86
   			1,064,190,040	78.62	1,064,190,040	78.62

   SKYWAY AVIATION HANDLING COMPANY PLC

   REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

   1. FREE FLOAT ANALYSIS

      Shareholding Structure/Free Float Status

      Description	31 December 2025		31 December 2024
      	Units	Percentage (in relation to Issued Share Capital)	Units	Percentage (in relation to Issued Share Capital)
      Issued Share Capital	1,353,580,000	100%	1,353,580,000	100%
      Details of Substancial Shareholdings (5% and above)
      Afolabi Taiwo Olayinka	379,041,989	28.00	379,041,989	28.00
      SIFAX Shipping Company Limited	443,331,091	32.75	443,331,091	32.75
      Afolabi Folashade A.	241,816,960	17.86	241,816,960	17.86
      Total Substantial Shareholdings	1,064,190,040	78.62	1,064,190,040	78.62
      Details of Directors Shareholdings (Direct and indirect), excluding directors' holding substantial interests
      Name(s) of Directors
      Afolabi Taiwo Olayinka	-	-	-	-
      Aboderin Adenike	-	-	-	-
      Adegbesan Abiodun	10,000	0.001	-	-
      Anogwi Anyanwu (Direct)	50,000	0.004	50,000	0.004
      Oluropo Saka Owolabi(Direct)	5,322,500	0.393	5,322,500	0.393
      Shehu Usman Iyal	-	-	-	-
      Filani Kayode Oladipupo (Direct)	4,000,000	0.296	4,000,000	0.296
      Filani Kayode Oladipupo (Indirect)	8,000,000	0.591	8,000,000	0.591
      Boma Ukwunna	350,000	0.03	350,000.00	-
      Afolabi Babatunde Olanrewaju	-	-	-	-
      Laila ST. Mathew Daniel	-	-	-	-
      Bukola Bello-Jayesimi	-	-	-	-
      Total Directors' Shareholdings	17,732,500	1.31	17,722,500	1.29
      Share Price as at end of period (₦)	88.45		33.45
      Free Float	271,657,460	20.07	271,667,460	20.09
      Free Float in value (₦)	24,028,102,337		9,087,276,537

      Declaration:

      SAHCO Plc has a free float of 20.07% as at 31 December 2025 in line with the Nigeria Exchange Limited's rules on the requirement for all listed companies to maintain a free float of 20% and above

      SKYWAY AVIATION HANDLING COMPANY PLC

      REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

8. DIVIDEND

   The Board of Directors, subsequent to the reporting date, recommended the payment of a dividend of

   ₦1.20k (2024: 60 kobo) per share on the issued ordinary share capital of 1,353,580,000 ordinary shares, amounting to NGN1,624,296,000 (2024:NGN812,148,000). The dividend proposed is subject to the approval of shareholders at the next Annual General Meeting (AGM). Withholding tax will be deducted at the point of payment.

9. EMPLOYMENT AND EMPLOYEES

   1. Employment of disabled persons:

      The Company has an employment policy which does not discriminate against the disabled persons.

   2. Health Safety and Welfare

      The Company is fully committed to employees' well being and would continue to seek better ways of guaranteeing their well being.

   3. Employees Involvement and Training:

   The Company attaches great importance to staff training and encourages employees to pursue self development that will impact positively on the Company's service delivery. The Company is committed to keeping employees as fully informed as possible regarding its focus, performance and progress.

10. GIFTS AND DONATIONS

    In accordance with Section 43 (2) of the Companies and Allied Matters Act CAP C20 LFN, 2020, the Company did not make any donation or gift to any political party, political association or for any political purpose in the course of the year under review.

    The Company made contributions to charitable and non-political organisations amounting to ₦101,703,001 (2024:₦221,189,609 ) during the year. Details of the Charitable Gifts and Donations are as follows;

    As at 31 December 2025

    									Amounts
    									N
    AAA Foundation									12,000,000
    Others									89,703,001
    									101,703,001

    As at 31 December 2024

    									Amounts
    									N
    AAA Foundation									12,000,000
    Others									209,189,609
    									221,189,609

    SKYWAY AVIATION HANDLING COMPANY PLC

    REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

11. PROPERTY, PLANT AND EQUIPMENT

    Movements in property, plant and equipment during the year are shown in Note 13. In the opinion of the Directors, the market value of the Company's property, plant and equipment are not less than the value shown in the financial statements.

12. ACQUISITION OF OWN SHARES

    The Company did not purchase any of its own shares during the year (2024-Nil).

13. EVENTS AFTER THE REPORTING PERIOD

    13.1

    A dividend of ₦1.20k (2024-60kobo) was proposed by the directors for approval at the Annual General Meeting . This will result in a dividend payment of NGN1,624,296,000 once it is approved by the shareholders at the Annual General Meeting.

14. WHISTLE BLOWING POLICY

    The Board encourages the exposure of unethical practices and all reported cases are investigated while the whistle blower is protected. SAHCO's whistle blowing policy is displayed on the Company's website and strategic places at the Head Office. SAHCO Plc. conducts its business with integrity and diligence and with total consideration for the interest of the shareholders and other stakeholders.

15. COMPLAINTS MANAGEMENT POLICY

    SAHCO Plc is committed to providing high standards of services for shareholders including a platform for efficient handling of shareholders' complaints and enquiries, enabling shareholders to have shareholder related matters acknowledged and addressed, providing sufficient resources to ensure the shareholders' complaints and enquiries are dealt with adequately, and in an efficient and timely manner and facilitating efficient and easy access to shareholders' information.

    The Company has therefore formulated a Complaint Management policy designed to ensure the complaints and enquiries from the Company's shareholders are managed in a fair, impartial, efficient and timely manner.

    Furthermore, this policy has been prepared in recognition of the importance of effective engagement in promoting shareholders / investors' confidence in the company.

    This policy sets out the broad framework by which Skyway Aviation Handling Company Plc. ("SAHCO PLC") and its Registrar will provide assistance regarding shareholder issues and concerns. It also provides the opportunity for Skyway Aviation Handling Company Plc.'s shareholders to provide feedback to the company on matters that affect shareholders.

    This policy only relates to the Company's shareholders and does not extend to its customers, suppliers or other stakeholders.

    REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

16. INSIDER INFORMATION POLICY

    The Company has a policy on insider information and prohibition of Insider dealings as required by rules and regulations and the policy has been made publicly available to all stakeholders.

    Skyway Aviation Handling Company Plc.'s Insider Information policy is to generally ensure the board members, employees and its external stakeholders who have knowledge of confidential and potentially price sensitive information are aware of the prohibition imposed by law against using, disclosing (other than in the normal course of the performance of their duties) or encouraging transactions in securities on the basis of such insider information. In addition to obligations imposed by law, Skyway Aviation Handling Company Plc. wants board members, employees and external stakeholders to respect the safeguarding of confidential information and potentially price sensitive information.

17. SAFETY POLICY

    SAHCO is committed to ensuring the Conduct and Provision of Safe and Efficient Operations for our Customer Airlines, Aircraft Operators and our Employees. All Managers and Employees are required to have Safety considerations as of prime importance in their job functions.

    A Safe operation is the result of combining qualified staff, well-maintained Equipment, appropriate Processes and procedures, adequate Training and Supervision. As Safety is everyone's responsibility, personnel safety reporting process on hazards, anomalies and deficiencies is established. All reported issues are investigated, are reviewed and amended to improve SAHCO's Management System.

    This Safety culture is enhanced by embracing human factors principles and includes encouraging personnel to report related errors/ incidents. SAHCO embraces this Just Reporting Policy, whereby no action shall be taken against one reporting an unintentional error, unless such report indicates beyond reasonable doubt, an illegal act, gross negligence or deliberate willful disregard for regulations or procedures.

    The Management of SAHCO is committed to support the Management of Safety through allocation of resources and to the principles stated in the safety policy. This policy shall be communicated, understood, implemented at all levels within the Organization and shall be periodically reviewed. The Management of SAHCO is totally committed to the principles stated in this Safety Policy.

    It is the responsibility of each and every SAHCO employee to be conscious of the security of its property, its Customers, themselves, and protection of SAHCO business interests at all times.

18. QUALITY POLICY

It is the objective of SAHCO to provide Safe, Reliable and an Efficient Standard of Customer Service. It has chosen Quality as a way and means to realize its goals and thus continuously improve its services, to provide what really meets the aspirations of its Customer Airlines, Aircraft operators and exceeds their expectations.

REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

1. QUALITY POLICY (CONTINUED)

   SAHCO is committed to maintaining the highest standards of Quality and performance in its Operations and Customer Service to accomplish this goal; and will employ the latest technology, methods and procedures.

2. NON-PUNITIVE POLICY (NO BLAME POLICY)

   SAHCO encourages a voluntary incident reporting system to facilitate the collection of information that may not be captured by a mandatory incident reporting system and provides immunity from disciplinary action for employees that report Safety and Security deficiencies, hazards or occurrences. This policy is in the true spirit of ICAO Annex 13 document.

   All SAHCO Personnel are encouraged to report Safety concerns and errors and to cooperate with the investigation of incidents. The Primary aim is to identify the causes and eliminate them, and not to identify and punish the individuals concerned". It is a SAHCO policy that an unpremeditated or inadvertent lapse will not incur any punitive action, but a breach of professionalism may do so. It may be necessary to suspend an individual pending an investigation. This should not be interpreted as punitive action but, rather, as a precautionary measure.

   It is reiterated that a voluntary incident reporting system is non-punitive and affords protection to the sources of information i.e. the concerned employee. However, in the case of willful negligence, intentional violation and the use of illicit substances the non-punitive immunity will not apply.

3. SECURITY POLICY

   It is the responsibility of each and every SAHCO employee to be conscious of the security of its property, its Customers, themselves, and protection of SAHCO business interests at all times".

4. ALCOHOL AND DRUG POLICY

   SAHCO is committed to providing and maintaining a working environment in which its employees are not exposed to hazards arising from the use and abuse of alcohol and/or drugs. We have a "zero tolerance" policy for the consumption of alcohol or the use of non-prescriptive drugs whilst on duty. All employees are required to report for work in a fit and proper condition in order to perform their duties in a safe and efficient manner. Any employee found under the influence of alcohol or non-prescriptive drugs / psychoactive substances - drugs that are considered clinically harmful to disorient normal human functioning and endanger operational safety shall be removed immediately from safety critical functions and strict disciplinary action including termination of services will be initiated against the staff.

   All employees have a legal obligation not to endanger themselves or others because of being in an alcohol or drug impaired condition, either within or outside the workplace. Employees are required to disclose to their manager or supervisor the use of any prescriptive drugs or medicines for the treatment of sickness or illness that may affect their performance or behavior. This is extremely important for personnel assigned duties in the operational area and safety critical functions. Such personnel shall be redeployed to functions that are not directly associated with operations.

   REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

5. SEXUAL HARASSMENT POLICY

   SAHCO is committed to ensuring that all staff enjoys a workplace free from sexual harassment. Our commitment is to create and sustain a work environment that supports mutual trust and assists each individual to reach his or her maximum potential. Sexual harassment is considered to be a form of unacceptable behaviour that will not be tolerated under any circumstances. Individuals found to have breached this policy or found engaging in a sexually harassing conduct are subjected to appropriate disciplinary action that may include instant dismissal.

   This policy applies to all staff including Management, Supervisors, full time, part time, temporary, contract, and casual employees.

6. ENVIRONMENTAL POLICY

   SAHCO aims to ensure that the highest standard of environmental care is achieved and will continually seek new ways to maintain and improve these high standards. Our employees must ensure that all reasonable steps are taken to improve our impact upon the environment and to ensure compliance with all relevant environment legislation. Every employee through his daily work has a potential impact on our environment. As an employee we expect all staff to adhere to the company's philosophy and policies in relation to the environment.

7. INTEGRITY

   The Company strives to maintain the highest standards of integrity in its operation. Accordingly, the Company condemns and does not give nor receive directly or otherwise any bribes, gratifications or obtain improper advantages for any business or financial gains. It is our policy to avoid any situation that will impact negatively on our operations.

8. GOING CONCERN STATUS

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

   Resulting from the above, the directors have a reasonable expectation that the company has adequate resources to continue operations for the foreseeable future. Thus, directors continued the adoption of the going concern basis of accounting in preparing the annual financial statements.

9. APPROVAL OF THE FINANCIAL STATEMENTS

   These financial statements for the year ended 31 December, 2025 have been approved for issue by the Directors on 30 March, 2026.

   REPORT OF THE DIRECTORS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER, 2025

10. NOTICE OF RETIREMENT

In accordance with Section 401 (3) of the Companies and Allied Matters Act of Nigeria, 2020, Messrs. Gbenga Badejo & Co. (Chartered Accountants) have indicated their intention to retire as auditors of the company, and therefore, will not be seeking re-election at the Annual General Meeting of the Company.

BY ODER OF THE BOARD

Jesuyemisi Odeyemi Company Secretary

FRC/2023/PRO/ICSAN/002/887904

Dated this: 30thDay of March, 2026

STATEMENT OF THE DIRECTORS' RESPONSIBILITIES FOR THE YEAR ENDED 31 DECEMBER, 2025

The Companies and Allied Matters Act (sections 377 and 378) , CAP C20 LFN, 2020 requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Company at the end of the year and its profit or loss. The responsibilities include ensuring that the company;

1. 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, CAP C20 LFN, 2020:

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

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

The Directors accept responsibility for the 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 as issued by the International Accounting Standards Board, and the requirements of the Financial Reporting Council of Nigeria Act, 2023 and the Companies and Allied Matters Act, CAP C20 LFN, 2020.

The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the company and of its profit or loss. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statement, 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.

………………………………………….. …………………………………………..

Barr. (Dr.) Taiwo Afolabi Mrs. Adenike Aboderin

Chairman Managing Director/CEO

FRC/2015/PRO/NBA/002/00000013106 FRC/2021/PRO/DIR/003/00000022723

Date: 30 March, 2026 Date: 30 March, 2026

………………

………… ……………….. Mr. Abiodun Adegbesan Executive Director Finance

FRC/2024/PRO/DIR/003/831228

Date: 30 March, 2026

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 DECEMBER, 2025

Skyway Aviation Handling Company Plc. is committed to observing high standards of Corporate Governance. The Board of Directors recognises the importance of applying best Corporate Governance principles, its valuable contribution to long term business prosperity and accountability to its shareholders.

Consequently, the Company has undertaken to create the institutional framework conducive to defending the integrity of our directors and is convinced that, on account of this, the Board of "SAHCO PLC" is functioning in a highly effective manner. The Board will continue to challenge itself to improve the standard in areas where the need for improvement is identified.

Relationship with Shareholders

As a deliberate policy, SAHCO PLC maintains an effective and candid communication with its shareholders which enables them to understand the Company's business, financial conditions and operating performance and trends. The Board places considerable importance on effective communication with its shareholders as it recognises the importance of ensuring an appropriate balance in meeting their needs. The Company strives at all times to build enduring relationships with the shareholders. The Board ensures that shareholders receive prior notice of meetings and that all other statutory notices and information are communicated regularly. Shareholders can freely communicate their thoughts and recommendations whenever they feel the need to do so by contacting the Company Secretary or the Managing Director/CEO.

Shareholders' responsibilities

The shareholders' role is to approve appointments to the board of directors and the external auditors as well as to grant approval for certain corporate actions that are by legislation or the company's articles of association specifically reserved for shareholders. Their role is extended to holding the board accountable and responsible for efficient and effective corporate governance.

THE BOARD

The names of Directors who held office during the year and at the date of this report are as follows:

Non-Executives Directors.

1. Dr. Taiwo Afolabi

2. Mr. Kayode Filani

3. Dr. Oluropo Owolabi

4. Captain S.U Iyal

   Executive Director

5. Mrs. Adenike Aboderin

6. Mr. Abiodun Adegbesan

7. Mrs. Boma Ukwunna

8. Mr. Babatunde Afolabi

9. Mr. Herbert Odika

   Independent Director

10. Mr. Anogwi Anyanwu

11. Mrs. Laila St. Matthew Daniel

12. Dr. Bukola Bello Jaiyesimi

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER, 2025

Board Structure and Independence

The Board is made up of a group of individuals from diverse academic and professional background. The Board size is in line with Corporate Governance and International best practices. Ultimate responsibility for governance rests with the board of directors of the company, who ensure that appropriate controls, systems and practices are in place. The company has a unitary board structure where the roles of Chairman and Chief Executive Officer are separate and distinct in accordance with corporate governance best practices. The company's Chairman is a non-executive director. The majority of directors on the Board are non-executive directors of which one is an independent director; with no material relationship with the company except as directors'. The number and structure of non-executive directors ensure that sufficient consideration and debate are brought to bear on decision thereby contributing to the efficient running of the board.

Working Procedures

The Board meets at least once every quarter. Additional meetings are scheduled whenever matters arise which require the attention of the Board. Prior to meetings, the company secretariat circulates the agenda for the meeting along with all documents the Directors would be required to deliberate upon. This enables the Directors to contribute effectively at the Board Meetings.

The Board through the Company Secretary keeps detailed minutes of its meetings that adequately reflect the Board's discussions.

Constructive Use of Annual General Meeting

The notice of meeting is sent to shareholders at least 21 days before the AGM. The Directors encourage the participation of shareholders at the AGM, and are available both formally during the meeting and informally afterwards for questions. The Chairperson of each Committee including the Audit Committee and Governance and Nominations Committee are available to answer questions at the AGM.

Re-Election of Directors

In accordance with the Section 285 of CAMA all directors shall retire from office at the first annual general meeting of the company and in every subsequent year, one third of the Directors who are longest in office since their last appointment or election are required to retire by rotation and, if eligible offer themselves up for re-election. The Board has the power to appoint a new director and any director so appointed is subject to Shareholder election at the next Annual General Meeting (AGM).

In line with the above one third of the longest serving directors are retiring and presenting themselves for re-election at the Company's next AGM.

Appointment of Audit Committee

According to Section 404(4) of CAMA, all Public Companies are mandated to have a Statutory Audit Committee to ensure accounting and reporting policies of the Company is in accordance with legal requirements and agreed ethical standards.

The Committee shall have a maximum of five (5) members of which three (3) shall be Shareholder representative and two

(2) (Non-Executive) directors. Therefore, Shareholders are requested to vote to elect the nominees to serve on the Audit Committee for the 2026 financial year. The committee members which were elected for the financial year 2025 are:

1. Mrs. Samiat Odunuga (Shareholders' Representative)

2. Mr. Ismaila Adamu (Shareholders' Representative)

3. Mr. Rotimi Aina (Shareholders' Representative)

4. Mr. Anogwi Anyanwu (Director)

5. Mrs Laila St. Matthew Daniel (Director)

   CORPORATE GOVERNANCE REPORT (CONTINUED)

   FOR THE YEAR ENDED 31 DECEMBER, 2025

   Board Appointment Process

   To ensure the highest standards of corporate governance, the Governance and Nominations Committee have the overall responsibility for the appointment process subject to final approval by the Board. The fundamental principles of the process includes: evaluation of the balance of skills, knowledge and experience on the Board, leadership needs of the company and the ability of the candidate to fulfill his/her skill and obligations as a Director.

   Board Authority

   A range of decisions are specifically reserved for the Board to ensure it retains proper direction and control of the Company. The board is entitled to delegate some of these functions to the Executive Directors who are responsible for the day to day management of the business or to Committees of the Board. The Delegation of Authority Policy sets the financial limits on the decisions that can be taken by Executive Directors and various Committees of the Board.

   The schedule of matters reserved for the Board includes (but is not limited to) the following:

   • Strategy and objectives.

   • Business plans and budgets

   • Changes in capital and corporate structure.

   • Accounting policies and financial reporting

   • Internal controls

   • Major contracts

   • Capital projects

   • Acquisitions and disposals

   • Board membership

     The day-to-day operational management of the Company's activities is delegated to the Chief Executive Officer (CEO) and is supported by the Executive Director Sales and Marketing, Executive Director Business Development, IT and Strategy and Executive Director Cargo Services.

     Board Duties and Responsibilities

     The Directors act in good faith, with due care and in the best interest of the Company and all its stakeholders. Each Director is expected to attend and actively participate in Board meetings.

     The key terms of reference in the board's mandate, which forms the basis for its responsibilities, are to:

   • annually review the corporate governance process and assess achievement against objectives;

   • review its mandate at least annually and approve recommended changes;

   • delegate to the chief executive or any director holding any executive office or any senior executive any of the powers, authorities and discretions vested in the board's directors, including the power of sub-delegation; and to delegate similarly such powers, authorities and discretions to any committee as the board may deem fit from time to time;

   • determine the terms of reference and procedures of all board committees and review their reports and minutes;

   • consider and evaluate reports submitted by members of the executive;

   • review and monitor the performance of the chief executive and the executive team;

   • approve the remuneration of non-executive directors on the board and board committees,

   • based on recommendations made by the remuneration committee, and recommend to shareholders for approval;

   • consider and approve capital expenditure recommended by the executive committee;

     CORPORATE GOVERNANCE REPORT (CONTINUED)

     FOR THE YEAR ENDED 31 DECEMBER, 2025

     Board Duties and Responsibilities (Continued)

   • consider and approve the annual financial statements, quarterly results and dividend announcements and notices to shareholders, and consider the basis for determining that the group will be a going concern as per the recommendation of the audit committee;

   • assume ultimate responsibility for financial, operational and internal systems of control, and ensure adequate reporting on these by committees to which they are delegated

     The Company does not prohibit its Directors from serving on other boards. However, Directors should ensure that other commitments do not interfere with the discharge of their duties and shall not divulge confidential or inside information about the Company.

     The board adopts the following best practice principles in the discharge of its duties.

   • The Company believes that the role of the Chairman and Chief Executive Officer should be separate and that the Chairman should be a Non-Executive Director;

   • To maintain appropriate balance of interest and ensure transparency and impartiality, we have an independent Director. The independent directors is one who have no material relationship with the Company beyond their directorship;

   • Directors are to abstain from actions that may lead to "conflict of interest" situations; and shall comply fully with the Company's Related Party Transactions Policies;

   Board Meetings

   The Board and its Committee meets at a minimum, once every quarter and whenever they are deemed necessary. During the year under review, the Board met at various times to provide strategic directions, policy and leadership in chaining the objectives of the Company. The Directors are provided with comprehensive Board documentation at least seven (7) days prior to each of the scheduled meetings.

   Dates of Board Meetings

   March 27th 2025 April 28th April 2025 July 30th July 2025 October 30th 2025

   Board Meetings Attendance:

   	Date of Meeting and Attendance
   NAMES OF BOARD MEMBERS	27/03/2025	28/04/2025	30/07/2025	30/10/2025
   NON-EXECUTIVE DIRECTORS
   Barrister (Dr.) Taiwo Afolabi	P	P	P	P
   Dr. Bukola Bello Jaiyesimi	P	P	P	P
   Mrs. Laila Jean St. Matthew-Daniel	P	P	P	P
   Dr. Oluropo Owolabi	P	P	P	P
   Mr. Anogwi Anyanwu	P	P	P	P
   Barrister Oladipupo Kayode Filani	P	A	P	P
   Captain S.U. Iyal	A	A	D	D
   EXECUTIVE DIRECTORS
   Mrs. Adenike Aboderin	P	P	P	P
   Mr. Abiodun Adegbesan	P	P	P	P
   Mrs. Boma Ukwunna	P	P	P	P
   Mr. Babatunde Afolabi	P	P	P	P
   Mr. Herbert Odika	P	P	D	D

   NB: P = Present, A = Apology D=Deceased

   CORPORATE GOVERNANCE REPORT (CONTINUED)

   FOR THE YEAR ENDED 31 DECEMBER, 2025

   Board Committees

   Under the Company's Articles of Association, the Directors may appoint Committees consisting of members of the Board and such other persons as they think fit and may delegate any of their powers to such committees. The Committees are required to use their delegated powers in conformity with the regulations laid by the Board. One of the features of the manner in which the board operates is the role played by its Committees, which facilitate the discharge of board

   Committee members are expected to attend each Committee meeting, unless exceptional circumstances prevent them from doing so. The Board and the Committee's terms of references spell out the responsibilities, appointment, composition, and their review among other things.

   The following Committees are currently operating at the Board Level;

   1. Board Audit Committee

   2. Governance and Nominations Committee

   3. Strategic Planning and Finance Committee

Board Committee on Governance and Nominations.

The Board Nominations Committee is a sub-committee of the Board of Directors ("the Board") of the Company.

The goal of the committee is to oversee and advise the Board on matters relating to the annual evaluation of its performance and the performance of other Board Committees in compliance with the corporate governance regulations and codes. It shall review and make recommendations to the Board on the Company's organizational structure, succession planning and also propose amendments. It shall deliberate on any other matter which the Company may refer to it from

• Review the structure, size, composition of the Board at least annually and make recommendations on any proposed changes to the Board.

• Establish a formal and transparent process for Board appointments, including establishing the criteria for appointment to the Board and Board committees' memberships, reviewing prospective candidates' qualifications and any potential conflict of interest; assessing the contribution of current Directors against their re-nomination suitability, and making appropriate recommendations to the Board.

• Prepare a job specification for the Board Chairman's position, including an assessment of time commitment required of the candidate.

• Identify individuals suitably qualified to become Board members and make recommendations to the Board for nomination and appointment as Directors.

• Periodically determine the skills, knowledge and experience required on the Board and its committees

• Make recommendations on experience required by Board committee members, committee appointments and removal, operating structure, reporting and other committee operational matters.

• Make recommendations on compensation structure for Executive Directors and key management executives such as the Chief Finance Officer and Company Secretary.

• Provide input to the annual report of the Company in respect of director compensation.

• Ensure that the Company has a formal program for the induction and training of Directors.

• Undertake the annual assessment of the independent status of each Independent Non-Executive Director.

• Review the performance and effectiveness of the subsidiary company Boards on an annual basis where applicable.

• Ensure that the Company has a succession policy and plan in place for the Chairman of the Board, the MD/CEO and all other Executive Directors, Non-Executive Directors and senior management positions to ensure leadership continuity. Succession planning should be reviewed periodically, with provision made for succession in emergency situations as well as long-term vacancies.

• Deal with all matters pertaining to executive management selection and performance, including an annual evaluation of the performance of the MD/CEO and executive management.

  CORPORATE GOVERNANCE REPORT (CONTINUED)

  FOR THE YEAR ENDED 31 DECEMBER, 2025

  Board Committee on Governance and Nominations (Continued)

• Develop a process for, and ensure that the Board undertakes, an annual Board performance evaluation of itself, its committees, the Chairman and individual Directors, as well as the Company's corporate governance practices.

• Ensure the development and periodic review of Board charters, Board committee charters and other governance policies, such as the code of ethics, conflict of interest and whistleblowing policies among others.

• Review and make recommendations to the Board for approval of the Company's organizational structure and any proposed amendments.

• Annually review and recommend changes to the Governance and Nominations Committee's Terms of Reference for the Board's consideration and approval.

• The Governance and Nominations Committee should ensure that proposed Directors are fit and proper persons before recommending them to the Board for consideration for directorship positions.

• At Board meetings, the chairman of the Governance and Nominations Committee should present a written report of

  the key recommendations made at all the meetings held by the Committee since the last Board meeting.

  Composition.

  The Committee as at 31st of December 2025, consist of 3 members of the Board of Directors who are appointed by a standalone committee assigned by the Board for the purpose of nominating members of the Committee.

  The Members of the Governance and Nominations Committee comprises solely of Non-Executive Directors, and a majority of them should be Independent Non-Executive Directors where possible. However, Senior Management may be in attendance at meetings, as and when appropriate.

  Dates of Governance and Nominations Committee Meetings

• March 18th 2025

• April 17th 2025

• July 22nd 2025

• October 23rd 2025

  The Statutory Board Audit Committee

  The role of the Board Audit Committee shall be in line with regulatory requirements separate from the Statutory Audit The Committee's key terms of reference comprise various categories of responsibilities and include the following:

• Ensure the development of a comprehensive internal control framework for the Company, obtain appropriate

  (internal and/or external) assurance and report annually in the Company's audited financial report, on the design and operating effectiveness of the Company's internal controls over the financial reporting systems.

• Oversee the management process for the identification of significant fraud risks across the Company and ensure that adequate prevention, detection and reporting mechanisms are in place.

• Discuss the interim or annual audited financial statements as well as significant financial reporting findings and

• Maintain oversight of financial and non-financial reporting.

• Review and ensure that adequate whistle-blowing policies and procedures are in place and that the issues reported

  CORPORATE GOVERNANCE REPORT (CONTINUED)

  FOR THE YEAR ENDED 31 DECEMBER, 2025

  The Statutory Board Audit Committee (Continued)

• Review, with the external auditors, any audit scope limitations or significant matters encountered and management's responses to same.

• Develop a policy on the nature, extent and terms under which the external auditors may perform non-audit services.

• Review the independence of the external auditors in line with the policy developed on the nature, extent and terms under which the external auditors may perform non-audit services prior to their appointment to perform non-audit services to ensure that where approved non-audit services are provided by the external auditors, there is no real or perceived conflict of interest, or other legal or ethical impediment.

• Preserve auditor independence, by setting clear hiring policies for employees or former employees of external

  (independent) auditors.

• At least on an annual basis, obtain and review a report by the internal auditor describing the strength and quality of internal controls including any issues or recommendations for improvement, raised by the most recent internal control review of the Company.

• Discuss the annual audited financial statements and half yearly unaudited statements with management and external

  auditors.

• Discuss policies and strategies with respect to risk assessment and management.

• Meet separately and periodically with management, internal auditors and external auditors.

• Consider any related party transactions that may arise within the company or group.

• Invoke its authority to investigate any matter within its terms of reference and the Company must make available the

• Report regularly to the Board.

• Annually review and recommend changes to the Committee's Terms of Reference for the Board's consideration and approval.

• At least once in a year, the Committee should hold a discussion with the head of the internal audit function and the

  external auditors without the presence of management, to facilitate an exchange of views and concerns that may not be appropriate for open discussion.

• Where the Board Audit Committee requires the advice of any director on a particular matter, it may co-opt him for such period as it thinks fit to assist in the discharge of any of its functions under this Act.

• Exercise/Assist in oversight over management's processes to ascertain the integrity of the Company's financial

  statements, compliance with all applicable legal and other regulatory requirements; and assess the qualifications and independence of the external auditors, and the performance of the Company's internal audit function as well as that of the external auditors.

• Ensure the establishment of and exercise oversight on the internal audit function which provides assurance on the

  effectiveness of the internal controls. On a quarterly basis, obtain and review a report by the internal auditor describing the strength and quality of internal controls including identification of any issues or recommendations for improvement raised

• Establish an internal audit function and ensure there are other means of obtaining sufficient assurance of regular review or appraisal of the system of internal controls in the company.

  CORPORATE GOVERNANCE REPORT (CONTINUED)

  FOR THE YEAR ENDED 31 DECEMBER, 2025

  Composition

  As at 31 December 2025, the Committee was made up of five members of the Board, two of whom are non-executive

  Dates of Board Audit Committee Meetings

• March 17th, 2025 (virtual)

• April 22nd 2025

• July 23rd, 2025

• October 23rd 2025

  Board Committee on Strategic Planning and Finance

  The goal of the committee is to consider and advise the Board on matters relating to the review and analysis of financial matters and finance oversight as well as give an objective view of the financial position of the company. It shall also assist

  The committee undertakes the following responsibilities;

• To exercise their business judgment to take decisions which they reasonably believe is in the best interests of the

• Develop the strategic management of the Company and assess the overall direction and strategy of the business

• Evaluate the Company's capital structure and develop recommendations based upon that information

• Advise management and the Board regarding financial matters including global financial policies and practices, capital structure, annual financing plans, restructuring, acquisitions and divestitures

• Analyze and recommend basic financial goals to be achieved by the Company, ensuring that financial objectives are

• Review significant relationships with analysts, banks and investment banks

• Review the Company's performance on major capital investment projects versus original projections

• Review and recommend a dividend policy for the Company.

• Review the parameters and underlying assumptions of the preliminary annual budget and advise management

• Provide input from the Board to management in the development of the Company's strategic plan.

• Serve as a resource in assisting management in the development of the Company's strategic plan. Act in an advisory

• Serve as representatives of the Board in evaluating the Company's strategic planning process.

• The Strategic Planning and Finance Committee shall review and reassess the adequacy of the Terms of Reference

• Review any potential impact specifically related to the Company's operational performance.

• The Strategic Planning and Finance Committee shall annually review its own performance.

• Annually review and recommend changes to the Strategic Planning and Finance Committee's terms of reference for the Board's consideration and approval.

• At Board Meetings, the chairman of the Strategic Planning and Finance Committee should present a written report of the key recommendations made at all the meetings held by the Committee since the last Board meeting.

Composition

The Committee consist of at least 3 members of the Board of Directors who are appointed by the Board on the

Dates of Strategic Planning and Finance Committee Meetings

March 18th 2025

April 17th 2025

July 22nd 2025

October 16th, 2025

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER, 2025

Attendance at Committee Meetings during the year ended 31 December, 2025

Directors Declaration

None of the Directors have:-

• Ever been convicted of an offence resulting from dishonesty, fraud or embezzlement.

• Ever been declared bankrupt or sequestrated in any jurisdiction.

• At any time been a party to a scheme of arrangement or made any other form of compromise with their creditors.

• Ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities.

• Ever been involved in any receiverships, compulsory liquidations or creditors' voluntary liquidations.

• Ever been barred from entry into a profession or occupation

• Ever been convicted in any jurisdiction of any criminal offence or an offence under any Nigerian Legislation.

BY ORDER OF THE BOARD

Jesuyemisi Odeyemi Company Secretary

FRC/2023/PRO/ICSAN/002/887904

Dated this 30 March, 2026

REPORT OF THE STATUTORY AUDIT COMMITTEE

FOR THE YEAR ENDED 31 DECEMBER, 2025

In accordance with the provision of Section 404 (7) of the Companies and Allied Matters, Act CAP C20, Laws of the Federation of Nigeria 2020, the members of the Audit Committee of Skyway Aviation Handling Company PLC hereby report as follows:

1. We have exercised our statutory functions under Section 404 (7) of the Companies and Allied Matters, Act CAP C20, Laws of the Federation of Nigeria 2020 and acknowledge the co-operation of management and staff in the conduct of these responsibilities.

2. We are of the opinion that the accounting and reporting policies of the company are in accordance with legal requirements and agreed ethical practices and that the scope and planning of both the external and internal audits for the year ended 31 December 2025 were satisfactory and reinforce the company's internal control systems.

3. We have deliberated with the External Auditors, who have confirmed that necessary co-operation was received from management in the course of their statutory audit and we are satisfied with the management's response to the External Auditor's recommendations on accounting and internal control matters and with the effectiveness of the company's system of accounting and internal control.

Mr. Anogwi Anyanwu

Chairman, Audit Committee FRC/2013/PRO/DIR/003/00000002213

Date: 30 March, 2026

Members of Audit Committee are:

Mr. Anogwi Anyanwu

Mrs. Laila Jean St. Matthew-Daniel

Mrs. Samiat Odunuga (Shareholders' Representative) Mr. Ismaila Adamu (Shareholders' Representative) Mr. Rotimi Aina (Shareholders' Representative)

MANAGING DIRECTOR'S CERTIFICATION REPORT FOR THE YEAR ENDED 31 DECEMBER, 2025

I, ADENIKE ABODERIN, certify that:

1. I have reviewed this audited report of year 2025 of Skyway Aviation Handling Company Plc

2. Based on my knowledge, this report does not contain

   1. any untrue statement of a material fact or omit to state a material fact necessary to make the statements untrue, in light of the circumstances under which such statements were made,

   2. misleading information with respect to the period covered by this report;

3. Based on my knowledge, the 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 company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I:

   1. are responsible for establishing and maintaining internal controls.

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

   3. have evaluated the effectiveness of the company's internal controls as of date within 90 days prior to the report;

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

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. The company's other certifying officer(s) and I 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 significant deficiencies and material weaknesses.

………………………………………….. Mrs. Adenike Aboderin Managing Director/CEO

FRC/2021/PRO/DIR/003/00000022723

Date: 30 March, 2026

SKYWAY AVIATION HANDLING COMPANY PLC

CHIEF FINANCIAL OFFICER'S CERTIFICATION REPORT FOR THE YEAR ENDED 31 DECEMBER, 2025

I, OLUSEGUN ADEJO, certify that:

3. I have reviewed this audited report of year 2025 of Skyway Aviation Handling Company Plc Based on my knowledge, this report does not contain

   1. any untrue statement of a material fact or omit to state a material fact necessary to make the statements untrue, in

      light of the circumstances under which such statements were made,

   2. misleading information with respect to the period covered by this report;

   Based on my knowledge, the 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 company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I:

   1. are responsible for establishing and maintaining internal controls.

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

   3. have evaluated the effectiveness of the company's internal controls as of date within 90 days prior to the report;

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

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. The company's other certifying officer(s) and I 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 significant deficiencies and material weaknesses.

…………………………………………..

Mr. Olusegun Lawrence Adej

Chief Financial Officer FRC/2026/PRO/ICAN/001/054

o

797

Date: 30 March, 2026

THIRD PARTY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

SKYWAY AVIATION HANDLING COMPANY PLC FOR THE YEAR ENDED 31 DECEMBER, 2025

In accordance with the requirements of Skyway Aviation Handling Company Plc, we performed a limited assurance engagement and reported on management's assessment of the Company's Internal Control over financial reporting as of December 31, 2025.

The work performed was done in accordance with the Guidance on Implementation of Sections 60 - 63 of the Investments and Securities Act 2007, which requires public companies (subject to the reporting requirements of the Act) to include in their annual reports a report of management on the company's internal control system. A public company is required to file the auditor's attestation report as part of the annual report.

The Management of Skyway Aviation Handling Company Plc is responsible for establishing and maintaining adequate Internal Controls over Financial Reporting (ICFR). It refers to the controls designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, 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 Accepted Accounting Principles (GAAPs) and International Financial Reporting Standards (IFRS).

We have performed a review of the Internal Control over Financial Reporting of the company for the purpose of determining the existence and adequacy of the Internal Controls around the preparation of its financial statements.

We conducted our review using the criteria established by the Financial Reporting Council Guidelines on Management Report on Internal Control Over Financial Reporting and the Treadway Commission's Committee of Sponsoring Organizations (COSO) on Internal Control-Integrated Framework 2013. Our procedures included examining entity-level controls, general controls, and transaction-specific controls. We observed that the management had a system of internal control and found a few inadequacies for which the management has committed to planned corrective measures.

In our opinion, the internal controls designed and effected by the management of Skyway Aviation Handling Company Plc over operations, processes, systems, corporate governance and compliances were reasonably adequate and sufficient to ensure that the financial statements and report for the period ended December 31, 2025 did not contain any untrue statements of a material fact or omit to state a material fact necessary to make the financial statements misleading with respect to the period ended December 31, 2025.

Yours faithfully,

Seyi Katola

FRC/2014/ICAN/00000006285

Engagement Partner Seyi Katola & Company (Chartered Accountants) Lagos-Nigeria

March 13, 2026

REPORT OF THE INDEPENDENT AUDITORS

TO THE MEMBERS OF SKYWAY AVIATION HANDLING COMPANY PLC.

OPINION

We have audited the financial statements of Skyway Aviation Handling Company Plc. (SAHCO PLC) herein referred to as "the company", which comprise of:

the company's statement of financial position as at December 31, 2025;

the company's statement of profit or loss and other comprehensive income for the year ended 31 December, 2025;

the company's statement of changes in equity as at 31 December, 2025;

the company's statement of cash flows for the year ended 31 December, 2025;

the notes comprising a summary of the significant accounting policies and other explanatory information.

The accompanying Financial Statements give a true and fair view of the financial position of the company as at 31 December 2025 and its financial performance and cash flows for the year then ended in accordance with the Companies and Allied Matters Act, CAP C20 LFN, 2020, the International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board and in the manner required by Financial Reporting Council of Nigeria Act, 2023.

BASIS FOR OUR 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 Financial Statements section of our report. We are independent of 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) 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.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgments 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.

We have determined the matters described below to be the key audit matters to be communicated in our report. The key audit matters below relate to the audit of the financial statements.

Other information in the Annual Report

The directors are responsible for the other information. The other information comprises all the information in the Skyway Aviation Handling Company Plc.'s 2025 annual report other than the company financial statements and our auditor's report thereon ("the Other Information").

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 appears to be materially misstated. If, based on the work we have performed, 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 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 the requirement of the Companies and Allied Matters Act CAP C20 LFN 2020, circulars and guidelines issued by the Financial Reporting Council Act 2023 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 intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 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 financial statements.

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

1. Identify and assess 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.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by directors.

4. Conclude on the appropriateness of directors'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 doubt on the company'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.

5. Evaluate 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.

6. We communicate 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 identified during our audit.

7. We also provide 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.

8. 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 precludes 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 expected to outweigh the public interest benefits of such communication.

Report on other legal requirements

The Companies and Allied Matters Act, CAP C20 LFN, 2020 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

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

2. In our opinion, proper books of account have been kept by the company; and

3. The company's statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of account.

The Engagement Partner on this audit resulting in this independent auditor's report is :-

Emmanuel Ogiaga, FCA

FRC/2021/ICAN/PROF/00000024269

Gbenga Badejo & Co., (Chartered Accountants), Lagos State, Nigeria.

Date: 30 March, 2026.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER, 2025

The accompanying notes form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT DECEMBER, 2025

The accompanying notes form an integral part of these financial statements.

SKYWAY AVIATION HANDLING COMPANY PLC

STATEMENT OF CHANGES IN EQUITY

AS AT 31 DECEMBER, 2025

ORDINARY SHARE CAPITAL

SHARE PREMIUM

RETAINED EARNINGS

ACTUARIAL VALUATION RESERVE

FAIR VALUE RESERVE FOREIGN EXCHANGE

REVALUATION RESERVE

TOTAL EQUITY

The accompanying notes form an integral part of these financial statements.

36

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

1. General Information

   The principal activities of the Company include provision of aviation handling services including aircraft/ramp handling, cargo handling, passenger handling, premium lounge, aviation security and baggage reconciliation.

   The Company was incorporated on the 21st of April 2009. On 3rd of December 2009, SIFAX Shipping Limited and Global Apex Logistic Limited through Skyway Aviation Handling Company Limited acquired 100% interest of the Federal Government in Skypower Aviation Handling Company Limited due to the privatisation of the company.

   In 2018, SAHCOL undertook a business combination with Skypower wherein both companies were consolidated with SAHCOL as the surviving entity.

   Skyway Aviation Handling Company Limited became a Public Limited Liability Company on 5th October, 2018.

   The Corporate Headquarters is located at Skyway Aviation Handling Company Plc. Complex, Cargo Terminal, Murtala Muhammed International Airport, Ikeja, Lagos State, Nigeria.

2. Significant Accounting Policies

   The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

   1. Statement of Compliance

      The Company's financial statements for the year ended 31 December, 2025 have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) that are effective at 31 December, 2025 and requirements of the companies and Allied Matters Act (CAMA) of Nigeria and Financial Reporting Council (FRC) Act of Nigeria.

      The financial statements comprise of the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows and the notes.

      The financial statements were authorised for issue by the Board of Directors on 30 March, 2026.

   2. Basis of Preparation

      The financial statements have been prepared under the historical cost convention except for some financial assets and liabilities measured at fair value and amortised cost; inventory at net realisable value; and the liability for defined benefit obligations is recognised as the present value of the defined benefit obligation and related current service cost.

   3. Fair Value

      Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability that market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

   4. Going Concern

      The directors assess the Company's future performance and financial position on a going concern basis and have no reason to believe that the Company will not be a going concern in the year ahead. For this reason, the financial statements have been prepared on a going concern basis.

      NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

      FOR THE YEAR ENDED 31 DECEMBER, 2025

   5. Use of Estimates and Judgement

      The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgments. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

   6. Revenue Recognition

      Revenue is measured based on the consideration specified in a contract with a customer. The Company recognises revenue when it transfers control over a good or service to a customer. Transfer of control is believed to be transferred to the customer at the point of delivery to the customer.

      2.6.1 Rendering of Services - Cargo Income

      The company is into Cargo handling in the aviation industry. Services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date. The proportion recognised in the Statement of Profit or Loss and Other Comprehensive Income is assessed by reference to services performed to date as a percentage of total services to be performed.

      Revenue from cargo services is also recognised when control of the goods have passed to the clearing agents or customers, usually on delivery of the goods. Delivery occurs when a customer's truck has been loaded with the cargo goods specified in the invoice.

      Revenue is recognised net of discount, VAT at 7.5% and rebates given on volume trade.

      2.6.2 Aircraft Handling Income

      The company also renders aircraft handling which include crew and passenger transportation, passenger profiling, equipment rentals and ground handling services. Income from aircraft handling are recognised in the profit or loss in proportion to stage of completion of the transaction as the reporting date. However, when the services under a single arrangement are rendered in different reporting periods, the consideration is allocated on a relative fair value basis between the services.

      1. Rental Income

         Rentals from sub-leased property are recognised as rental income which is determined over the term of lease.

   7. Expenditure

Expenditures are recognised as they accrue during the course of the year. Analysis of expenses recognised in the statement of profit or loss is presented in classification based on the function of the expenses as this provides information that is reliable and more relevant than their nature.

The Company classifies its expenses as follows:

• Direct Cost;

• Administration Expenses;

Administrative expenses are recognised as they accrue during the course of the year. Analysis of expenses recognised in the statement of profit or loss and other comprehensive income is presented in classification based on the function of the expenses as this provides information that is reliable and more relevant than their nature. However, analysis by nature is presented in the notes.