Quarter 5 - financial statement for 2025

RC: 1026336

&

For The Year Ended 31st December 2025

V.O.OLAFAMOYE & Co

(Chartered Accountants)

C/o The IMR Place #27, Ogunlana Drive Surulere, Lagos.

.

Lagos

TEL 0802-301- 0752

E-mail: noblehouseconsulting@gmail.com

Table of Contents Page

Corporate Information 3

Company Profile 4

Notice of AGM 5

Results at a glance 8

Chairman's Report 9

Report of the Directors 12

Corporate Governance Report 17

Report of Audit Committee 24

Statement of Directors Responsibilities in relation to the preparation

Of the Financial Statements 25

Certification of Management's Assessment on Internal Control over

Financial Reporting 26

Management Annual Assessment of and Report on, the Entity's internal

Control Over Financial Reporting 27

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

Internal Control over Financial Reporting 32

Independent Auditor's Report 28

Statement of Profit or Loss and Other Comprehensive Income 36

Statement of Financial Position 37

Statement of Change in Equity 38

Statement Of Cash Flows 39

Notes to the Financial Statements 40

Value Added Statements 78

Other National Disclosures 82

Four (4) years financial Summary 88

‌CORPORATE INFORMATION

Registered Company Number: RC: 1026336

1. Board of Directors:

   	DIRECTORS
   	Names	Nationality	Status
   1	Hezekiah Chinyere OSHABA	Nigerian	Chairman
   2	Antonia Chinyere AKABUSI	Nigerian	MD/CEO
   3	Chris A. OGBAISI	Nigerian	Executive Director
   4	John Zimako AKABUSI	Nigerian	Executive Director
   5	Tambari Abdullahi KABIRU	Nigerian	Non-Executive Director
   6	Amos A. FALADE	Nigerian	Independent Director
   7	Oyewole Isaac OGUN	Nigerian	Independent Director
   8	Bob Osarubo ADEGHE	Nigerian	Non-Executive Director

2. Registered 3 SWIFT OIL AVENUE Office IKOTO JUNCTION OLD

   LAGOS/ORE EXPRESS WAY IJEBU ILLESE ODOGBOLU, OGUN STATE

3. Principal Place Imegun Farm Settlement

   Of Business Ijebu Itele, near Ijebu Ode Ogun State.

4. Company Secretary: Chief Barr. Solomon Ogie Itsede

   S.O. Itsede & CO Chambers Zuma Complex, E. Close 202, Road

   Festac Town, Lagos

5. Independent Auditors: V.O.OLAFAMOYE & Co.

(Chartered Accountants) C/o IMR Place

27, Ogunlana Drive Surulere, Lagos

1. Principal Bankers:

   1. Stanbic Bank Limited

   2. UBA

   3. Zenith Bank Plc

2. Solicitors: S. O. Itsede & Co (solicitors & Co.) Zuma Complex, 202 Road

   Festac Town, Lagos

3. Registrar Datamax Registrars Ltd 2C Gbagada Expressway Anthony Oke Bus stop Lagos

4. TIN: 13074929-0001

ZICHIS Agro Allied Industries Plc was incorporated on April 12, 2012 as Zichis Farms Limited, but in May 2024 changed its name to Zichis Agro Aliied Industries Plc and converted to a public liability company. On July 28 2025, the Securities & Exchange Commission registered the securities of Zichis Agro Allied Ind Plc for public trading, and the Company was approved by Nigeria Exchange Limited to list its Equity Securities for trading on its Growth Board on 20 January 2026. Zichis Agro Allied Industries plc is a fully integrated agro industrial company with oil palm plantations, Palm oil mill, palm kernel, vegetable oil refining and processing, poultry & Fish Farms Animal Feed Milling, animal husbandry, maize and other cash crop farming. Its corporate head office is at - 3B Swift Oil Avenue, Ijebu llese, Odogbolu, Sagamu/Ore expressway,

near Ijebu Ode, Ogun State

grower Birds and 25,000 Layers, and 22 large earthen ponds with over 2,000 fishes each. The Company also has a 2 ton Capacity per hour and monthly capacity of 416 tons. Animal feed processing plant now

being upgraded to 5 tons per hour (Monthly Capacity of 1,040 tons) for 8 hours operational daily to

meet internal and external demand of its products. The company also inter-crop the palm trees with maize and cassava in early years of the Palm plantations.

Future Investments and Expansion: By increasing the palm oil plantations area in sustainable phases and improve yield per unit using modern planting materials total palm plantation, palm oil & vegetable oils and palm produce will increase substantially after the installation of Palm oil and Vegetable oil processing plants in Q2 2026.

Zichis Agro plans to plant a total of 2,000 Acres over the next 5 years to 2030 at its Imegun Farm Settlement, Ijebu Itele, Ajebo and Ogbere communities in Ogun state, South West region. The point of lay growers will be raised to 50,000 per 14week cycle while the layers will be increased to 100,000 layers by the Q4 2026. Also fish aquaculture production will be substantially boosted, Animal feed production units plant will be scaled up from 2 tons per hour to 5 tons per hour from 416 tons monthly to over 1,040 tons monthly. Zichis Agro plc also is planning to acquire or invest in agribusiness in its line of focus as part of Zichis Agro Allied plc organic and inorganic expansion strategy.

For more information on Zichis Agro Allied Industries Plc please visit our website: https://zichisagroallied.com.ng Telephone : 08021066157, 08033046655

ZICHIS AGRO ALLIED INDUSTRIES PLC

NOTICE IS HEREBY GIVEN that the 3rd Annual General Meeting of the members of Zichis Agro Allied Industries plc ('the Company')

Will be held virtually on Wednesday, 22 April, 2025, at 12:00 noon to transact the following:

1. Ordinary Business/Ordinary Resolutions

   1. To lay before the members the Audited Financial Statements for the year ended December 31, 2025, together with the Reports of the Directors, Independent Auditors and Audit Committee thereon.

   2. To declare a Dividend and a Bonus share.

   3. To re-elect the Directors who are retiring by rotation and being eligible have offered themselves for re- election: The profiles of the named Directors can be found on the company's website: https://zichisagroallied.com.ng

   4. To disclose the remuneration of managers of the Company.

   5. To re-appoint V. O. Olafamoye & Co (Chartered Accountants) as Independent Auditors of Zichis Agro Allied Industries Plc. To authorize the Directors to fix the remuneration of the Independent Auditors.

   6. To re-appoint Winners Investment and Trust Co as Financial Advisors of Zichis Agro Allied Industries Plc. To authorize the Directors to fix the remuneration of the Financial Advisors

2. Special Business

7. To approve the Non-Executive Directors' remuneration for the Year Ended 31 December, 2025

To consider, and if thought fit pass the following special resolutions:

10. That in compliance with the Rule of the Nigerian Exchange Limited governing transactions with Related Parties or Interested Persons, the Company, and its related entities be and are hereby granted a General Mandate in respect of all recurrent transactions entered with a related party or interested person provided such transactions are of a revenue or trading nature or are necessary for the Company's day-to-day operations and are based on normal commercial terms.

Amendment of Articles of Association

1. That pursuant to Part 1, Section 11 of the Schedule to the Business Facilitation (Miscellaneous Provisions) Act 2022, the Company's Articles of Association be amended by the insertion of the following new Article 28 to provide as follows: (a) "The Company shall in each calendar year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Any other general meetings held within the year shall be called "Extraordinary General Meetings".

   To consider and if thought fit to pass the following as ordinary resolutions.

2. That the Board of Directors is duly authorized to invest and acquire directly or through its subsidiary all or majority of the shares or assets of a company or companies in the same line of business with Zichis Agro Allied Industries Plc as determined by the Board of Directors pursuant to the Business Expansion Programme.

1. That the Company be and is hereby authorised to raise additional capital through Private

   placing of Equity shares, Debt Finance or Equity raising or a combination of both and by the issue of debt instruments in such tranches, series, or proportions and at such periods or dates, coupon or interest rates and such other terms and conditions as may be determined by the Board of Directors subject to obtaining the approvals of the relevant regulatory authorities.

2. That the Directors be and are hereby authorised to do all such acts and deeds as well as take all such steps (including but not limited to executing or authorising the execution of all relevant agreements and documents, appointing professional advisers and other parties and complying with directives of any regulatory authority which may be incidental, ancillary, supplemental, consequential or otherwise necessary to give full effect to the above resolutions and for the aforesaid purpose, on behalf of the Company.

3. That a new Article no: in the Company"s Articles of Association be and is amended by creating and inserting a section to include the following provision "The Directors may entrust, delegate and confer upon a Managing Director or any other Executive Director any of the power excercisable by them, to do or deal with the shares or stocks of the Company or to borrow except in the ordinary course of business upon such terms and conditions .

Proxy

A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote in his/her/it" s stead. A proxy need not be a member of the Company. A proxy form can be found on the company's website at https://zichis agroallied.com.ng Duly completed and stamped instruments of proxy should be emailed to info@datamaxregistrars.com or deposited at the office of the Registrar, Datamax Registrars Limited, 2c, Gbagbada , Anthony Oke bus stop Lagos, not later than 48 hours before the time of the meeting.

Dividend Qualification Date

Members whose names appear in the Register of Members at the close of business on 16 March, 2026, shall qualify for the dividend payment.

Closure of Register and Transfer Books

In accordance with Section 114 of the Companies and Allied Matters Act, 2020 (CAMA 2020), Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Monday 29 September, 2025, to Wednesday 30 September, 2025, (both days inclusive) to enable the Registrar to prepare for the payment of the dividend.

Payment of Dividend

If the proposed final dividend of 20 kobo per 50 Kobo Ordinary Share, and a Bonus Script issue of One (1) for every One (1) existing share held by Shareholders is approved at the meeting, the dividend will be paid on Monday 30 May, 2026 to shareholders whose names appear on the register of members at the close of business on Friday 17 March, 2026.

E-Annnual Report

The electronic version of the audited financial statements of the company for the year ended December 31, 2025, is available at www.datamaxregistrars..com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the audited financial statements of the company for the year ended 31 December, 2025, via email.

Furthermore, shareholders who are interested in receiving the electronic version of the audited financial statements of the company for year ended 31 December, 2025, are kindly required to request for it via email to info@datamaxregistrars.com

E-Dividend

Notice is hereby given to all Shareholders who are yet to mandate their dividends to their bank accounts to kindly update their records by completing the e-dividend mandate form and

submitting same to the Registrar, as the dividend will be credited electronically to shareholders' accounts pursuant to the directive of the Securities and Exchange Commission. A detachable application Mandate form for e- dividend payment can be found in the company's website and the website of the Registrars, Datamax Registrars Limited for completion by all

Shareholders to furnish the particulars of their accounts to the Registrars (Datamax Registrars Ltd, 2c, Gbagada , Anthony Oke bus stop , Lagos, Lagos state).

Nomination for Statutory Audit Committee

In accordance with section 404 (6) of the Companies and Allied Matters Act, 2020 (CAMA 2020), any member may nominate a Shareholder as a member of the Statutory Audit Committee by giving notice in writing of such nomination to the Company Secretary (together

with a short biodata of the nominee), at least 21 days before the Annual General Meeting. A list of the prospective candidates shall be posted on the Company's website before the date of the meeting.

Rights of Securities Holders to Ask Questions

Pursuant to Rule 19.12 (c) of the Nigerian Exchange Limited Rulebook 2015, as amended, every shareholder has the right to ask questions, not only at the Annual General Meeting but may also submit written questions to the Company prior to the meeting. Such questions should be sent by electronic mail to: info@datamaxregistrars.com or addressed to the Company Secretary and delivered to the Company not less than 7 days to the date of the meeting.

Website

A copy of this Notice and other information relating to the meeting (with a link for all Shareholders to join the meeting on the 22nd of April 2025) can be found at https://zichisagroallied.com.ng

By Order of the Board

Chief Solomon O. Itsede, Esq. Company Secretary

Dated this 19thday of February 2026.

‌RESULTS AT A GLANCE

‌Chairman's Report

Ladies and Gentlemen, esteemed shareholders, and distinguished guests,

I extend a warm welcome to each of you to the 3rd Annual General Meeting of our Company and the 1st since becoming listed on the NGX EXCHANGE. It is my pleasure to present to you the Annual Report and Financial Results for the year ended 31st December 2025, which provides insights into our 2025 journey as well as our vision for the year ahead.

The Operating & Economic Environment for 2025

Geopolitical tensions and economic pressures dominated the global landscape in 2025. In Nigeria, the operating environment was exceptionally challenging due to the effect of several macroeconomic policies and market reforms implemented by the Federal Government in 2023/2024. These resulted in the depreciation of the Naira, surge in petrol prices and persistently high inflation (reaching a near 30-year peak of 34.8% by mid 2025) but is now coming down due to rebasing of Inflation and GDP rate among other Federal Government measures to tame inflation. This increased the already high cost of living, soaring food prices, escalating energy and high transport costs and high cost of agricultural inputs. Likewise, the country's debt service cost remained unsustainably high relative to government revenue.

Our Company was also not immune to the voracity of these pressures, as was seen in the increase in costs, year on year. The resultant effect on the Company was an increase in the already existing hurdles for productivity and growth. However, the Company was able to navigate these headwinds and in 2025, the Company recorded Sales turnover increase of 134% and net profit increase of 478%.

Operating Results

1. Palm Oil

   The total Oil Palm area for 2025 was 61acres fully mature Palm trees estate expected to increase yield of Fresh Fruits Bunch (FFB) substantially. The Company have recently signed Land Purchase agreements with communities in Ajebo and Ogere in Ogun State to acquire 2,000 acres of Land to commence planting new Palm trees.

   The Oil mills plant to process the Oil Palm fruits will be installed in Q2 2026 to aggregate fruits internally and externally.

   Total revenue for all Oil palm products in 2025 was N182.7million c o m p a r e d t o N14,283,200 achieved in 2024, but it is expected to significantly contribute massively to the Company' s turnover and net profits substantially in the coming years.

2. POULTRY FARMS

Our Livestock Farm is sitting on 18 Acres of land with over 20,000 growers and 25,000 layers for Egg production. We also have 22 earthen ponds stocked with over 2 ,000 catfish each for aquaculture production. The Fish pond capacity is further being expanded to increase Revenue and profitability. Egg production i s been scaled up from current 25,000 layers pen capaci ty to 100,000 by Q 4 2026 , while the growers brooding to point-of-lay for sal e will be increased to 50 , 000 bi rds in Q3 2026.

For the year 2025 Egg producti on sales grew 47 % from N154,690 ,650 in 2024 to N226.7 million in 2025, while Chicken poultry sales grew by 207%. Fish sal es increased 56 % from N23 milli on i n 2024 to N35 milli on in 2024 .

FEEDMILL PRODUCTS

The Company has feed mill plant with a producti on capacity of 2 tons per hour or 480 tons monthly capacity and i s currently being expanded to 5 tons per hour to meet internal use and sell to farmers across the region. Sales of feed mill products to third party farmers in 2025 increased from N 57.5 million (2024) to N108.7 million representing about 89% increase year on year. Zichis Agro Allied Industries Plc has established strategic alliance with local farmers to grow high breed maize and cassava which has assisted us greatly in our backward i n t e g r a t i o n in feeds production.

Consolidated Financial Results

During the year under review, despite the economic pressures and the difficult economic situation and high cost of production, our Company remained resilient. I am pleased to report that our Company recorded a total turnover of N675.6 million (N289 million in 2024), representing a commendable 134% increase over the previous year.

Consolidated costs of sales for 2025 recorded an increase of approximately 39 % over those in 2024, whilst consolidated gross profit increased by approximately 134 % from N 58 million in 2023 to N135.5 million in 2024.

The Company's net profit for 2025 on continuing operations increased by approximately N478% to N328 million (N56.7 million in 2024).

Dividends & Bonus share issue

In recognition of our Company's performance, the Board of Directors has recommended a cash dividend payment of 20kobo per share and a Bonus shares issue of One (1) for One (1) existing ordinary shares held by our esteemed shareholders. A form for this purpose is included in the notice of AGM and can be downloaded from the Company's website: https://zichisagroallied.com.ng or from the registrars Datamax Registrars limited website: https://www.datamaxregistrars.com

Environment Sustainability, Health, Education & Safety for 2025

Environmental conservation, health, education and safety standards remain key facets of the Company's commitments, ensuring the minimization of any negative impacts on our staff, their families, communities and the surrounding biodiversity. This commitment is reflected in the Company's bold effort to continually maintain high standards were also successfully implemented in 2025.

Employees

The Company had a peaceful and conducive work environment with its employees throughout the year 2025 under review and continued its comprehensive health, safety and welfare programs for staff in 2025.

Corporate Social Responsibility

In 2025, the Company maintained its strong commitment to corporate social responsibility, consistently investing in community development projects, education, and skills acquisition programs designed to empower many individuals and families within the neighboring communities within the Company's footprint and to promote sustainable social growth and development within these communities.

Future Expansion & Development Plans for 2026

As we look to the future, we remain committed to purposeful expansion and sustainable growth. In 2026, on the main business lines of the Company, the Company will continue to expand its Egg layers unit and point of lay chicken brooding program as l have earlier indicated in this letter, expansion of the Feed mill plant capacity from 2tons per hour to 5tons per hour is on-going. The Company will expand the Oil Palm estates in phases by planting up to 2,000 acres of oil palm trees for which Land Purchase agreements to acquire a total 2,000 acres were recently signed with communities in Ajebo and Ogbere in Ogun State, with further plans to roll out more in the future.

Conclusion

In closing, I express my gratitude to our esteemed shareholders, regulators, management team, staff, and all stakeholders for their contribution to the commendable performance of the Company in achieving these stellar results, especially under our prevailing business environment and economic circumstances. With our dedicated team and unwavering dedication to our vision, we will achieve even greater success in the year ahead.

I also wish to thank you for your attendance at our Annual General Meeting this year and wish you well in 2026.

MR. HEZEKIAH ADEJOH OSHABA

CHAIRMAN

21, February 2026

‌REPORT OF THE DIRECTORS

The Directors' present their report together with the audited financial statements of the Zichis Agro Allied Industries Plc ("the Company") for the year ended 31 December 2025, which disclose the state of affairs of the Company.

Legal form

The Company was incorporated as a private limited liability Company on 12 April 2012. It was converted to a public limited Company on May 2024 under the Companies and Allied Matters Act, and it is domiciled in Nigeria.

Principal activities

The principal activities of the Company are the cultivation of oil palm, processing of fresh fruit bunches into crude palm oil for resale, Poultry and Fish farms, Animal feed production, Snail Farming, and cultivation of maize and other cash crops for sale to third parties.

Dividend & Bonus shares

The Directors approved a cash dividend of 20 kobo per ordinary shares, subject to the deduction of withholding tax at the appropriate rate, and a Bonus of One (1) new shares for every existing One

(1) shares held as at the qualifying date 17 March, 2026. This proposed dividend and Bonus will only be recognized as a liability after approval by the shareholders at the Annual General Meeting (AGM).

Board of Directors

The members of Board of Directors of the Company for the year under review comprise:

Directors Retiring

In accordance with Section 285 (1) of the Companies and Allied Matters Act 2020. One-third of the Directors shall retire at the conclusion of the Annual General Meeting, and these Directors, being eligible, hereby offer themselves for re-election.

Substantial interest in shares

The shares of Zichis Agro Allied Industries Plc are 54% owned by Chilla Entertainment Limited, 22.65% Winners Investment & Trust Co. Limited which are incorporated under the laws of Nigerian CAMA 2020, 10% by Mrs. Akabusi Anthonia Chinyere and 13.35% held by Nigerian individual's shareholders. Other than the earlier mentioned 3 entities, no other shareholder holds more than 5% of the issued share capital of the Company.

Analysis of shareholding structure as at 31 December 2025

Suppliers

The company purchases its spare parts and machinery from both local and overseas suppliers.

Major Distributors

The Company's Palm Oil products, Poultry and Fish, Animal feed products are locally distributed across the country through key distributors.

Director's Interest in Contracts

None of the Directors for the purpose of Section 303 of the Companies and Allied Matters Act 2020 has notified the company of having any direct or indirect interest in contracts or proposed contracts with the company during the year.

Directors' interest

The Director's interest in the issued share capital that are fully paid up as recorded in the register of Directors' shareholdings and/or notified by them for the purposes of section 301 of the Companies and Allied Matters Act, 2020 and the listing requirements of Nigerian Exchange Limited are set out as follows:

Managers' Remuneration

In compliance with section 257 of the Companies and Allied Matters Act, 2020 and the Nigerian Code of Corporate Governance, the Company makes disclosure of its remuneration of its managers as follows:

Employee Health, Safety, and Welfare

The Company accords the highest priority to health and safety in its operations. To this end, health and safety regulations are operational within the Company.

The Company has engaged competent medical practitioners to treat accidents, if any, that may arise from the operations of the Company and provides medical care for its employees through designated hospitals and clinics.

Employee training and development

The Company believes in the development and training of its staff. There is great emphasis on staff development and training through carefully planned training courses and seminars to update the special skills and job requirement of the staff throughout the Company.

Employment of physically challenged persons

The Company's policy is to give equal consideration to all persons, including those who are physically challenged persons, in all matters of employment after taking cognizance of their special aptitudes or challenges. Employees who become physically challenged during the course of their employment are given reasonable alternatives, having regard to their disabilities.

Property, plant and equipment

Movements in property, plant and equipment during the year are shown in Note 17 to the financial statements.

Biological Asset

Movement in the Biological Assets during the year are shown in Note 17 to the financial statements.

Events after Reporting Period

The Directors are of the opinion that there were no events after the reporting date that could have material effect on the financial statements of the Company that had not been adequately provided for or disclosed in these financial statements.

Health, safety, and welfare

Health and Safety regulations are in force within the Company and are displayed on various notice boards within the premises. The Company engaged a private clinic to provides medical facilities to all levels of employees.

Corporate Social Responsibility

The Company expended a huge sum of mon ey on corporate social responsibility projects during the year within the Community of its operation.

In accordance with Section 43(2) of the Companies and Allied Matter Act, 2020, the Company did not make or gift to any political party, political association or for any political purpose during the year.

Corporate Social Responsibility for Financial Reports

In accordance with Section 405 of the Companies and Allied Matters Act 2020, each, and all the Directors, as at the date of the approval of this report confirm that:

• So far as he is or they are aware, that the audited financial statements do not contain any untrue statement of material fact or omit state of material facts, which would make the statements misleading, in the light of the circumstances under which such statements are made; and

• the audited financial statement and all other financial information included in the statements fairly presents, in all material respects, the financial condition and results of the operation of the Company as of and for the periods covered by the audited financial statements.

Audit Committee

Pursuant to Section 404 of the Companies and Allied Matters Act 2020, the Company has a statutory audit committee comprising three representatives of the Shareholders and two representatives of the Directors. The members of the Committee are Mr. Falade Amos Adeoye, Mr. Omasan Hamilton, Ms. Matilda Chinonye Elochukwu , Alhaji Tambari Abdullahi Kabiru and Mr. Adenle Adedapo who acted as the Chairman of the Committee.

Independent Auditor

Messrs. V. O. OLAFAMOYE & Co. (Chartered Accountants) has indicated their willingness to continue in office as auditors of the Company in accordance with Section

401 of the Companies and Allied Matters Act 2020. A resolution will be proposed authorizing the Directors to fix their remuneration at the Company's general meeting.

By Order of the Board of Directors

CHIEF SOLOMON O. ITSEDE

Company Secretary

Dated this 19th February, 2026

S.O. Itsede & CO Chambers Zuma Complex, E. Close 202, Road

Festac Town, Lagos

19

CORPORATE GOVERNANCE REPORT

Corporate Governance

The Board is responsible to the shareholders for the management and control of the Company's activities and is committed to the highest standards of corporate governance as set out in the Nigerian Code of Corporate Governance. It is the Board's view that the Company has fully complied with the provisions of the Code during the year.

The section provides the details of how the Company applied the principles and complied with the provisions of the Code.

Board composition and balance

During the year, the Board comprised a Non-Executive Chairman, two Independent Non-Executive Directors, three Non-Executive Directors and two Executive Directors.

The posts of Chairman and Managing Director are separate and independent. The Chairman is responsible for the working and leadership of the Board and for the balance of its membership. The Managing Director is responsible for leading and managing the business within the authority delegated by the Board.

The Board considers that during the year the company was in full compliance with the Nigerian Code of Corporate Governance, which requires that the membership of the Board should not be less than 5 persons and should be a mix of executive and non-executive Directors headed by a chairman with at least one Independent Director.

It is part of the Board's plan to ensure that it has a blend of skills experience and independence that is required to provide leadership and to shape the overall strategic development of the company.

Functioning of the Board

The Directors receive management information, including financial, operating, and strategic reports, in advance of Board meetings. The Board receives presentations from non-board members on matters of significance which help to give the Board greater insight into the business of the company. The company's solicitors and company secretary provide the Board with ongoing reports that cover legal and regulatory changes and developments.

The Board has a formal schedule of matters specially reserved to it for decision making, although its primary role is to provide leadership and to review the overall strategic development of the company as a whole. In addition, the Board sets the company's values and standards and ensures that the company acts ethically and that its obligations to its shareholders are understood and met. The Board is specifically responsible for the:

• Approval of the company's strategy and its budgetary and business plans.

• Approval of the significant investments and decisions.

• Review of the performance, assessed against the company's strategy, objectives business.

• Approval of the annual results, interim management statements, accounting policies and the appointments and, subject to shareholder approval, remuneration of the external auditors.

• Approval of the dividend policy, and the recommendation of the final dividend.

• Changes to the company's capital structure and the issue of any securities.

• Establishing the company's risk policies, system of internal control, governance, and approval authorities.

• Executive performance and succession planning, including the appointment of new Directors; and

• Determine the standards of ethics and policy in relation to business practice, health, safety, environment, social and community responsibilities.

Functioning of the Board

At its meetings during the year, the Board discharged the duties above and received updates on the following financial performance indicators; key management changes; material new projects; financial plans; legal and regulatory updates, and in particular, it continued with development work in the future expansion project of the company. In addition to formal reports passed to the Directors, the Directors are expected to take responsibility for identifying their ow n individual needs and to take appropriate steps to ensure that they are properly informed about the Company and their responsibilities as a Director.

Board performance and evaluation

In the year under review, the company's consultants undertook an annual independent evaluation of the Board and Board committees' performance and ascertained whether there were areas where performance and procedures might be further improved. The outcome of the Board evaluation was highly enlightening and very satisfactory.

Board training

The company's policy encourages Directors to attend different training programes and seminars that enhance their professional skills and inform them of new developments in the company's business and operating environment.

Director's conflicts of interest

The Directors have and are aware of the statutory duty to avoid a situation in which they have, or could have, an interest that conflicts or possibly may conflict with the interests of the company. They will not be in breach of that duty if the relevant matter has been authorized in accordance with the Articles by the other Directors. The Board has adopted a set of guiding principles on managing conflicts and has approved a process for identifying current and future actual and potential conflicts of interest.

Board resignation and appointment

Changes in the composition of the Board are as set out in the Director's report.

The Board has a written policy in respect of the appointment of new members. The policy sets out the basis of selection, the process of examining and evaluating the curriculum vitae together with personal interviews by the Chairman and members of the Board. An induction process is held upon acceptance of the person on the Board.

Board meetings

During the year the Board held four scheduled meetings. The record of attendance of Directors at the scheduled committee meetings that were convened in the year ended 31 December 2025 are kept in a register. In line with the provisions of section 267(1) of the Companies and Allied Matters Act, 2020, the record of Directors' attendance at board meetings shall be available for inspection at the Annual General Meeting. The Board and Committee meetings are structured to allow open discussion. All Directors receive detailed papers in advance of Board meetings.

When unable to be physically present in person, Directors may attend by audio or video conference. When Directors are not able to attend the Board or its committee meetings in which they are members, their comments on the paper to be considered at that meeting are relayed in advance to the Chairman of that meeting or an alternate/proxy is produced where applicable.

The company secretary, whose appointment is a matter reserved for the Board, is responsible for advising and supporting the Chairman and the Board on company Law and corporate governance matters and ensuring that Board procedures are duly followed. The officer is responsible for ensuring that there is a smooth flow of information to enable effective decision-making.

All Directors have access to the advice and services of the company's legal counsel and the company secretary and through him, have access to independent professional advice in respect of their duties at the company's expense.

‌CORPORATE GOVERNANCE REPORT

Board Committees

The Board has delegated certain authority to the Committees, each with formal terms of reference, which are available on request or can be obtained from the Company Secretary. The Committees of the Board are as follows:

• Risk Management Committee

• Audit Committee

• Governance/Remuneration Committee

  The Chairman of the Board of Directors is a member of only one of the Board Committees.

  Risk Management Committee

  The Committee comprised three Non-Executive Directors and one Independent Director as shown below:

  Mr. Ogbaisi Chris A.	Executive Director	Chairman
  Dr. Bob Osarubo Adeghe	Independent Director	Member
  Mr. John Zimako Akabusi	Non-Executive Director	Member

  The Risk Management Committee is charged with the responsibility for acknowledging and identifying risk in the workplace and in the operating environment, evaluating and prioritizing such risks that may arise and advising the company on how to avoid, modify and manage all risks the company may encounter. During the year, the Committee was chaired by Mr. Ogbaisi Chris A. with two other Directors as members. The Committee met three times in 2025.

  Audit Committee

  The Committee comprised two Non-Executive Directors and three elected members of the shareholders as shown below:

  Rev. Adenle Adedapo A.	Shareholder	Chairman
  Mr. Omason Hamilton	Shareholder	Member
  Mr. Matilda Chinoye Elochukwu	Shareholder	Member
  Alhaji Tambari Abdullahi Kabiru	Director	Member
  Mr. Falade Amos Adeoye	Director	Member

  23

  The Committee met four times during the year. At these meetings, the Managing Director, Executive Director, representative of the External Auditors (attended twice), the Internal Auditor and the company secretary were all in attendance. The Board considers that the Members of the Audit Committee collectively have sufficient recent and relevant financial Experience to carry out the functions of the committee.

  The Board has delegated to the Committee the responsibility for overseeing the financial Reporting, internal risk management and control functions and for making recommendations To the Board in relation to the appointment of the company's internal and external auditors.

  The Committee is authorized to investigate any matter within its terms of reference and, where necessary, to obtain external legal or other independent professional advice.

  The Committee's principal activities during the year included:

  • Reviewing the half-year and annual financial statements with a particular reference to accounting policies, together with significant estimates and financial reporting judgements and the disclosures made therein.

  • Monitoring the financial reporting process.

  • Reviewing management representations made to the external auditors.

  • Reviewing the Company's procedures to ensure that all relevant information is disclosed.

  • Discussing any issues arising out of the full-year audit with the external auditors (in the absence of management where appropriate);

  • Making recommendations to the Board with regards to continuing the appointment and remuneration of the external auditors.

• Overseeing the Company's relations with the external auditors and the effectiveness of the process.

• Reviewing and assessing the effectiveness of the Company's internal financial controls and their applications.

• Monitoring and reviewing the internal audit function, reviewing all reports prepared by the internal auditors and assessing management's responses to such reports; and

• Reviewing and assessing the efficiency of the Company's internal control and risk management systems.

To enable it to carry out its duties and responsibilities effectively, the committee relies on the information and support from the management across the business.

The Committee also considers on an ongoing basis the independence of the external auditors and has established policies to consider the appropriateness or otherwise of appointing external auditors to perform non-audit services, including consideration as to whether the auditors are the most suitable suppliers of such services.

Governance/Remuneration Committee

This Committee comprised two Non-Executive Directors and three Independent Director as shown below:

n

The Committee's principal responsibilities are to determine the company policy on senior management remuneration and approve appropriate salary packages of the senior Management staff and Non-Executive Board allowances. The Committee determines the level of fees payable to the Non-Executive Chairman as well as establishing the criteria for Board and Board Committee membership.

Given the central part that remuneration plays in the success of the company, in terms of recruitment, motivation and retention of high-quality employees, the Committee is consulted on the remuneration packages of the Senior Management staff. The Committee also reviews the remuneration of other members of the company's Non- Executive Board.

Relations with shareholders

The company recognizes the importance of maintaining regular dialogue with its' shareholders hence the institution of a comprehensive programme to maintain the ongoing two-way dialogue between the company and shareholders as it helps to ensure that the Board is aware of shareholders' views on a timely basis. This programme is carried out through the office of the Company secretary. The company has established a web portal on the company's website at https://zichisagroallied.com.ng for its shareholders to ensure access to relevant historical financial information.

The Annual General Meeting (AGM) provides the Board with a valuable opportunity to communicate with the shareholders and is generally attended by all the Directors. Shareholders are given the opportunity to ask questions during the meeting and to meet the Directors following the conclusion of the formal part of the meeting. The Directors aim to give as much notice of the AGM as possible which will be at least 21 clear days, as required by the Companies and Allied Matters Act, 2020. In accordance with the Articles, electronic and proper proxy appointments and voting instructions must be received not later than 48 hours before a general meeting.

Internal Control and Risk Management

The Board has overall responsibility for establishing and maintaining the company's system of risk management and internal control to safeguard shareholders' investments and the company's assets and for reviewing the effectiveness of this system. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement or loss.

Key elements of the Company's system of risk management and internal controls are:

• The regular review and assessment of the performance of the business in relation to risk management and internal control by the Board and its subcommittees.

• The Company's risk management policy which sets out the process for identifying, evaluating and managing the key risks to the Company's business objectives, supported by an appropriate organizational structure and clearly defined management responsibilities.

• The Company's risk committee which reports to the Board and is tasked with the review, discussion and challenges of key risks reported, the ongoing development of internal controls and the monitoring of internal audits and other sources assurance on the effectiveness of internal controls. The Audit Committee, on behalf of the Board, has reviewed the effectiveness of the system of risk management and internal control. In performing its review of effectiveness, the Audit Committee considers the following reports and activities:

• Internal audit reports on the review of priority controls across the Company and the monitoring of management actions arising.

• Management's own assessment of the performance of the system of risk management and internal control during 2025; and

• Reports from the external auditors on issues identified during the course of their work.

The Board, having reviewed the effectiveness of the system of internal control, can confirm that necessary actions have been, or are being taken to remedy any significant failings or weaknesses identified.

Complaints management policy

The Company has a Complaints Management Policy and Framework in place in accordance with SEC Directives on the resolution of complaints. This policy will be uploaded on the Company's website for public access.

Gender diversity

The Board is aware of the need to ensure equal and fair opportunities to all persons regardless of gender or physical attributes. The Board is currently examining its policies to ensure a more focused approach in recruiting and promoting women within its organization.

Employees

The Company continues to promote an equal opportunity, merit-based environment for all of its employees.

Prohibition of insider trading

The Company's Code of Conduct (in accordance with the extant Nigerian laws and rules of the Nigerian Exchange Limited) prohibits employees and Directors from insider trading, dealings and stock tipping when in possession of price-sensitive, non-public information relating to the Company's business and from sharing or using such insider information.

SEC Code of Corporate Governance for public companies in Nigeria

The Company complied with the SEC Corporate Governance Guidelines for Public Companies in Nigeria.

Whistleblowing

The company encourages its employees to report the concerns that they feel need to be brought to the attention of management. Whistle-blowing procedures, which are displayed on the company's website and notice boards, are available to employees who are concerned about possible impropriety, security breaches, or any other issue and who may wish to ensure that appropriate action is taken without fear of victimization or reprisal.

Code of conduct

The company's code of ethics and business conduct is readily available to all employees, and in particular to ensure that employees have a single reference point (which is available in local language as appropriate) which details the company's commitment and approach to ethical business conduct.

Going concern

The Board of Directors has undertaken a thorough review of the company's budget and forecasts that the management has produced which are detailed and realistic cash flow projections. These cash flow projections, when considered in conjunction with the company's anticipated future loan facilities and cash (including consideration of reasonable possible changes in trading performance), demonstrate that the company has sufficient working capital for the foreseeable future. Consequently, the Directors believe that the company has adequate resources to continue its operational existence. The financial statements have therefore been prepared on a going concern.

BY THE AUTHORITY OF THE BOARD.

Chief Solomon O. Itsede Company Secretary

Dated this 19 February, 2026

Ijebu Illese, Ogun State.

REPORT OF THE AUDIT CMMITTEE

In Compliance within the provisions of sections 404 (7) of the Companies and Allied Matters Act, 2020, we, the members of the Audit Committee of The Zichis Agro Allied Industries Plc, having carried out our functions under the Act, confirm that the accounting and reporting policies of the Company as contained in the financial statements for the year ended 31st December 2025 are in accordance with legal requirements and agreed ethical practice.

We confirm that the external auditors, Messrs. V. O. OLAFAMOYE & CO have issued an unqualified opinion on the Company's financial statements for year ended 31 December 2025.

In our opinion, the scope and planning of the audit for the year ended 31 December 2025 were adequate and we confirm that the responses by the management to the external Auditors' findings on Management matters were satisfactory.

ADENLE ADEDAPO AYORINDE

Chairman, Statutory Audit Committee Dated this date 18 February 2026.

‌STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE PREPARATION OF THE FINANCIAL STATEMENTS

The Companies and Allied Matters Act, 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 of its profit or loss. The responsibilities include ensuring that the Company:

• Keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act. 2020, and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

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

• 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 annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with IFRS Accounting Standards as issued by International Accounting Standards Board (IASB) and in the manner required by Companies and Allied Matters Act, 2020 and the Financial Reporting Council of Nigeria (Amendment) Act. 2023.

  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 financial performance for the year ended

  31 December 2025. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

  
  
  

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

  Signed on behalf of Board of Directors by:

  
  
  AKABUSI ANTHONIA C,

  Managing Director

  FRCN/2024/PRO/DIR/DO3/518139

  OGBAISI CHRIS A.

  Executive Director

  FRCN/2013/CIIN/0000004975

  CERTIFICATION OF MANAGEMENT'S ASSESSMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

  To comply with the provisions of Section 11 of SEC Guidance on implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of The Zichis Agro-Allied Industries Plc for the year ended 31 December 2025.

  We, Akabusi Anthonia C. (Managing Director) and Ogbaisi Chris A. (Executive Director, Finance) certify that:

  We have reviewed this management assessment on internal control over financial reporting of The Zichis Agro Allied Industries Plc.

  Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the Statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report: Based on our 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 entity as of, and for, the periods presented in this report;

  We:

  • Are responsible for establishing and maintaining internal controls:

  • 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 entity, is made known to us by others within those entities, particularly during the period in which this report is being prepared:

  • Have designed such internal control system, or caused such internal control system to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:

  • Have evaluated the effectiveness of the entity'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.

We have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the audit committee of the entity's Board of Directors:

All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information: and any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control system.

We 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 action with regard to significant deficiencies and material weaknesses.

AKABUSI ANTHONIA C. OGBAISI CHRIS A.

Managing Director Executive Director, Finance

FRCN/2024/PRO/DIR/DO3/518139 FRC/2013/CIIN/000000497

29

MANAGEMENT ANNUAL ASSESSMENT OF, AND REPORT ON, THE ENTITY'S INTERNAL CONTROL OVER FINANCIAL REPORTING

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of The Zichis Agro Allied Industries Plc for the year ended 31 December 2025;

1. The Zichis Agro Allied Industries Plc's management is responsible for establishing and maintaining a system of internal control over financial reporting ("ICFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. The Zichis Agro Allied Industries Plc's management used the Internal Control-Integrated Framework (2013) of Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR.

3. The Zichis Agro Allied Industries Plc's management has assessed that the entity's ICFR as of the end of 31 December 2024 is effective.

4. The Zichis Agro Allied Industries Plc's external auditor Messrs. V. O. OLAFAMOYE & CO that audited the financial statements, included in the annual report, has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

The attestation report of Messrs. V. O. OLAFAMOYE & CO that audited its financial statements will be filed as part of its annual report.

AKABUSI ANTHONIA C.

MANAGING DIRECTOR FRCN/2024/PRO/DIR/DO3/518139

OGBAISI, CHRIS A.

EXECUTIVE DIRECTOR, FINANCE FRCN/2013/CIIN/0000004975

30