12-Months financial statements for the period ended 31 july 2025

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

CONTENTS PAGE

Corporate Information 2

Results at a glance 3

Reports of the directors 4

Certification pursuant to Section 60 (2) of Investment and Securities Act No 29 of 2011. 6

Certification pursuant to Section 405 of Companies and Allied Matters Act 2020. 7

Statement of directors' responsibilities for the financial statements 8

Certification of Management's Assessment of Internal Control over Financial Reporting 9

Assurance Report of Independent Consultant 11

Report of Statutory Audit Committee 13

Reports of the independent auditors 14

Consolidated and Separate Statement of Financial Position 17

Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income 18

Consolidated and Separate Statement of Changes in Equity 19

Consolidated and Separate Statement of Cash Flows 20

Notes to the Consolidated and Separate Financial Statements 21

Appendices:

Statement of Value added 47

Five - Year financial summary 48

1

CORPORATE INFORMATION

DIRECTORS:

Mr. Joe Attueyi Chairman

Mr. Chukwuka Mordi Managing Director

Mr. Enotie Ogbebor Executive Director

Ms. Nnenna Onyewuchi Independent Director

Mr. Evans Jakpa-Johns Executive Director

Ms. Osaro Oyegun Non-Executive Director

Mr. Maxwell Oko Non-Executive Director

Mr. Charles Anajemba Non-Executive Director

Mr. Emmanuel Jakpa Non-Executive Director

Mr. Kofoworola Majekodunmi Non-Executive Director

Mr. Nnaemeka Obiakor Non-Executive Director

Registration number: RC: 34296

Tax Identification Number: 00605321-0001

Company secretary: OAKE Legal

AIICO Plaza, Churchgate Street, Victoria Island, Lagos.

Registered office: Ellah Lakes Plc

10, Murtala Muhammed Way, Benin, Edo State.

Independent Auditors: Olabode Akande & Co. (Chartered Accountants)

270, Ikorodu Road, Obanikoro Lagos.

Bankers: Zenith Bank Plc

First City Monument Bank Plc Access Bank

United Bank for Africa Plc

Registrars Condros Registrars Limited

131, Ikorodu Road, Onipanu, Lagos

RESULTS AT A GLANCE

1,376,893

5,157,027

For the year

REPORT OF THE DIRECTORS

The directors are pleased to submit herewith their report and the Consolidated audited financial statements of the company for year ended 31 July 2025.

The Group The Company

2025 2024 2025 2024

1 Result for the period ₦'000 ₦'000 ₦'000 ₦'000 Profit/(Loss) before taxation (1,596,347) (893,939) (1,590,972) (754,233) Taxation - - - 0

Other comprehensive income - - - -

Profit/(Loss) after taxation (1,596,347) (893,939) (1,590,972) (754,233)

1. Principal activities

   The company is a public quoted company incorporated on 22 August, 1980 as a limited liability company. It was converted to public limited company on 16 June, 1992. It engages in the business of palm oil plantation and cassava plantation. It has recently expanded into piggery.

2. Review of business and future developments

   1. The Crude Palm Oil Mill which was initially projected to be 3 tons per hour was upgraded to 5 tons per hour and has been commisioned and commenced production in July, 2025. No revenue has been recognised from the mill operations, however advance revenue were received for advance order which has been recorded in deferred revenue.

   2. A pig farm commenced operations during the year. There are already sales which have been recognised in the revenue for the year.

   3. The company has taken delivery of 17,000 seedlings ready for planting at year end. This is part of 150,000 seedlings purchased to be planted over 1,000 hectares of land in the next planting season.

3. Directors

   The composition of the Board of directors is set out on page 2 of these financial statements.

4. Directors interest in shares

   The interest of Directors in the issued share capital of the Company at 50 kobo each as recorded in the Register of Members and or notified by the Directors for the purpose of the Companies and Allied Matters Act, 2020, and disclosed in accordance with the Listing Rules of the Nigerian Stock Exchange is as follows:

   2025 2024

   Name of Director Units (Direct) Units

   (Indirect) Units (Direct)

   Units (Indirect)

   i. Jakpa Emmanuel O.	535,714,286	-	-	-
   ii. Enotie Ogbebor	81,071,303	-	355,708,705	-
   iii. Osaro Oyegun	93,000,100	-	94,000,000	-
   iv. Francis Chukwuka Mordi	-	209,073,850	-	548,587,328
   v. Joe Attueyi	62,557,001	-	62,557,001	-

5. Substantial Shareholders

   Name

   2025 2024

   Holding % Holding %

   1. Jakpa Emmanuel O. 535,714,286 13.89 - -

   2. Blackman & Co Limited 264,669,903 6.86 338,153,398 12.28

   3. CBO Capital Limited 209,073,850 5.42 548,587,328 19.92

   4. Lake - Oko Farms Ltd. - - 188,000,000 6.83

   5. MBC Securities Ltd - - 383,738,196 13.93

   6. Enotie Ogbebor - - 355,708,705 12.92

      We declare that no other shareholder aside from the above holds 5% and above of the issued and fully paid shares of the

      company. 4

      ELLAH LAKES PLC

      REPORT OF THE DIRECTORS

6. Property, plant and equipment

   Movements in property, plant and equipment during the year are shown in Note 4 to the financial statements on Page 40. In the opinion of the directors, the market value of the Company's property, plant and equipment is not lower than the value shown in the financial statements.

7. Analysis of Shareholders as at 31 July 2025

   	Range	No of Holders	Holder's %	Holder's Cumulative	Units	Units %	Unit Cumulative
   1	-	1,000 4,567	41	4,567	1,982,446	0.05	1,982,446
   1,001	-	10,000 2,905	26	7,472	12,790,349	0.33	14,772,795
   10,001	-	20,000 731	7	8,203	11,129,260	0.29	25,902,055
   20,001	-	50,000 960	9	9,163	33,871,327	0.88	59,773,382
   50,001	-	100,000 600	5	9,763	47,594,657	1.23	107,368,039
   100,001	-	500,000 911	8	10,674	218,595,453	5.67	325,963,492
   500,001	-	1,000,000 199	2	10,873	146,314,108	3.79	472,277,600
   1,000,001	-	20,000,000 217	2	11,090	723,791,697	18.76	1,196,069,297
   20,000,001	-	50,000,000 9	0	11,099	271,584,166	7.04	1,467,653,463
   50,000,001	-	100,000,000 8	0	11,107	637,146,781	16.51	2,104,800,244
   100,000,001	-	200,000,000 5	0	11,112	1,008,585,298	26.14	3,113,385,542
   200,000,001	-	500,000,000 2	0	11,114	209,073,850	5.42	3,322,459,392
   500,000,001	- and	above 1	0	11,115	535,714,286	13.89	3,858,173,678
   		11,115	100		3,858,173,678	100

8. Dividend

   The directors have not recommended any dividend for the period ended 31 July 2025 because the company made loss during the period under review.

9. Personnel

   1. Employment of disabled persons:

      The company does not discriminate in considering applications for employment including those from disabled persons. All employees are given equal opportunities to develop their knowledge and skills within the organisation. As at 31 July 2025 there were however, no disabled persons in the company's employment.

   2. Employee's involvement and training :

      The company is committed to keeping employees fully informed as far as possible regarding its performance and progress and seeking their views wherever practicable on matters, which particularly affect them as employees. The Company provides a range of training from time to time with potential broadening opportunities for employees' career development within the organisation.

   3. Staff welfare and safety at work:

   The Company places high premium on its human resources and there is in existence provision for lunch, rent and transport allowances. The Company conducts its activities in a way to take foremost account of the safety of its employees and other persons.

10. Donations

    The company did not make donation to any organisation during the year.

11. Auditors

Messrs Olabode Akande & Co. (Chartered Accountants) have indicated their willingness to continue as auditors in accordance with Companies and Allied Matters Act, 2020. A resolution will be proposed to authorise the directors to fix their remuneration.

By order of the Board

LAGOS, Nigeria

10th October

2025

OAKE Legal Company Secretary

Certification Pursuant to Section 60(2) of Investment and Securities Act No. 29 of 2011

We the undersigned hereby certify the following with regards to our financial reports for the year ended 31 July 2025 that:

1. We have reviewed the report:

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

   1. Any untrue statement of material effect, or

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

3. To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the Company as of, and for the period presented in the report.

4. We:

   1. Are responsible for establishing and maintaining internal controls;

   2. Have designed such internal controls to ensure that materials information relating to the company is made known to such officers by others within the entity particularly during the period in which the periodic report 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 our report our conclusions about the effectiveness of the company's internal controls based on our evaluation as of that date.

5. We are not aware of and have disclosed as such to the Auditors and the Audit Committee:

   (i)

   (ii)

   Significant deficiencies in the design and operation of internal controls which would adversely affect the Company's ability to record, process, summarise and report financial data and have identified for the company's auditors any material weakness in internal controls; and

   Any fraud, whether or not material, that involves management or other employees who have significant role in the company's internal controls;

   
   
   

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

Chukwuka Mordi Olushola Dehindilu

Managing Director Finance Manager

FRC/2014/CIBN/00000005906 FRC/2025/PRO/ICAN/001/111277

Certification Pursuant to Section 405 of Company and Allied Matters Act 2020

We the undersigned hereby certify with regards to our financial reports for the year ended July 31, 2025 that;

1. the audited financial statements have been reviewed and based on our knowledge that:

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

   2. audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the company as of and for, the periods covered by the audited financial statements;

2. the officer who signed the audited financial statements-

   1. is responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the company and its subsidiaries is made known to the officer by other officers of the companies, particularly during the period in which the audited financial statement report is being prepared,

3. i.

   ii.

   has evaluated the effectiveness of the group's internal controls within 90 days prior to the date of its audited financial statements, and

   certifies that the company's internal controls are effective as of that date;

   officer who signed the audited financial statements disclosed to the company's auditors and audit committee:

   all significant deficiencies in the design or operation of internal controls which could adversely affect the company's ability to record, process, summarise and report financial data, and has identified for the company's auditors any material weaknesses in internal controls, and

   whether or not, there is any fraud that involves management or other employees who have a significant role in the company's internal control; and

   
   
   

4. officer who signed the report, has indicated in the report, whether or not, there were significant changes in internal controls or in other factors 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.

   
   
   

   Chuka Mordi Olushola Dehinsilu

   Managing Director Finance Manager

   FRC/2014/CIBN/00000005906 FRC/2025/PRO/ICAN/001/111277

   Statement of Directors' Responsibility 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:

   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, 2022, and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   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 judgements and estimates and are consistently applied.

The directors accept responsibility for the preparation and fair presentation of these financial statements which have been prepared using appropriate accounting policies supported by reasonable and prudent judgement and estimates, in compliance with International Financial Reporting Standards, and in the manner required by the Companies and Allied Matters Act, 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023. This responsibility includes: designing, implementing and maintaining adequate internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; and preparing its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates which are consistently applied.

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 internal control system.

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 entity in the years ahead.

Signed on behalf of the Board of Directors by:

Chukwuka Mordi Ms Nnenna Onyewuchi

Managing Director Director

FRC/2014/CIBN/00000005906 FRC/2020/003/00000021999

Certification of Management's Assessment of Internal Control Over Financial Reporting

To comply with the provision of Section 1.1 of SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act, 2007, I hereby make the following statements regarding the Internal Controls of ELLAH LAKES PLC for the year ended 31 JULY 2025.

We, Chuka Mordi (Managing Director) and Olushola Dehinsilu (Finance Manager) certify that:

1. We have reviewed this management assessment on internal control over financial reporting of ELLAH LAKES PLC.

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

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of, and for, the periods presented in this report;

4. We:

   1. Are responsible for establishing and maintaining internal controls;

   2. Have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. Have signed 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;

   4. 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.

5. We have disclosed, based on our most recent evaluation of the internal control system, to the entity's auditors and the audit committee of the entity'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 entity'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 significant role in the group's internal controls system.

      
      
      

6. 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 our evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Chuka Mordi Olushola Dehinsilu

Managing Director Finance Manager

FRC/2014/CIBN/00000005906 FRC/2025/PRO/ICAN/001/111277

Management's Annual Assessment of, and Report on, ELLAH LAKES PLC Internal Control Over Financial Reporting

To comply with the provision of Section 1.3 of SEC Guidance on Implementation of Section 60-63 of the Investments and Securities Act, 2007, we hereby make the following statements regarding the Internal Controls of ELLAH LAKES PLC for the year ended 31 JULY 2025:

i.

ii

iii. iv.

ELLAH LAKES PLC 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.

ELLAH LAKES PLC management used the Committee of Sposoring organisation of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR;

ELLAH LAKES PLC management has assessed that the entity's ICFR as of the end of 31 JULY is effective.

ELLAH LAKES PLC external auditor OLABODE AKANDE & CO., which 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 Olabode Akande & Co. that audited its financial statements will be filed as part of the ELLAH LAKES PLC annual report.

Consultant's Assessment of Internal Control Over Financial Reporting

13th October 2025.

The Managing Director, Ellah Lakes Plc.

10, Muritala Mohammed Way, Benin City, Edo State,

Nigeria.

Dear Sir,

Subject: Report on Review of Internal Control Over Financial Reporting (ICFR)

In accordance with the requirements of Ellah Lakes Plc, we performed a limited assurance engagement and reported on

management's assessment of the Company's internal control over financial reporting as of July 2025.

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

The Management of Ellah Lakes Plc is responsible for establishing and maintaining adequate internal Controls over financial reporting. ICFR refers to the controls specifically designed to address risks related to financial reporting.

Kreston Pedabo has performed a review of the Internal Control over the financial reporting of Ellah Lakes Plc for the purpose of determining the existence and adequacy of Internal Controls around the preparation of its financial statements.

We conducted our review using the criteria established by the Treadway Commission's Committee of Sponsoring

Organizations (COSO) Internal Control-Integrated Framework 2013. Our procedures included examining entity-level controls, general controls, and transaction-specific controls. While there are general controls in place, we noted certain areas requiring improvement to further strengthen the overall internal control framework and mitigate potential risks of misstatement as of July 2025.

Yours faithfully,

For: Kreston Pedabo Professional Services

A

(CHARTERED ACCOUNTANTS)

AUDIT • TAXATION • ADVISORY

270, tkorodu Road,

Obanikoro, Lagos.

+234 (0) 803 309 5806,

+234 (0) 705 940 0265

info@oaprofessionals.com https://www.oaprofessionaIs.com

To the members of Ellah Lakes Plc

Attestation Statement on Review of Consultant's Report on Internal Control over financial Reporting

As the appointed external auditor of Ellah Lakes Plc, we hereby confinn that we have reviewed the report prepared by Preston Pedabo in respect of the company's internal cone o1 over financial reporting (ICFR) for the financial year ended July 31, 2025.

The Consultant was engaged by the company to perform an inttependent review of the design and operating effectiveness of controls relevant to financial reporting. We have evaluated the scope, methodology, and tindtngs of the Consultant's report as part of our audit procedures.

Our review was conducted in accordance with applicable auditing standards and the Financial Reporting Council (FRC) guidelines. Bascd on our review', we are satisfied that the Consultant's work was carried out with appropriate professional competence and objectivity, and thal the findings therein were considered in our assessment of the company's intemai conti of environment.

Th is attestation does not constitute an audit opinion on the Consultant's report, nor does it replace our independent eval uatiun oi' internal controls as required under applicable auditing standards. However. it serves to confirm th8f the Consultant's repori was duly reviewed rind t'hctoseâ into our audit planning rind risk assessment.

Mr. Olabode A kande FRCf20lS/I CAN/fl00lltitilll7SS

(C ptter«d Accountantsj Lagos, Nigeria

13" October, 2025

12

info@ooprofessionols.com

ELLAH LAKES PLC

Report of the Audit Committee

To the Members of Ellah Lakes Plc.

In accordance with the provisions of the Companies and Allied Matters Act, 2020, we, the members of the Audit Committee of Ellah Lakes Plc, having carried out our statutory functions under the Act, hereby report that:

1. The accounting and reporting policies of the company are consistent with legal requirements and ethical practices.

2. We reviewed the scope and planning of the external audit for the period ended July 31, 2025 and we confirm that they were adequate.

3. We have considered the independent auditors' post-audit report and management responses thereon, and are satisfied thereto.

   Members of Audit Committee are:

   1. Ms. Osaro Oyegun Chairman

   2. Mr. Olugbosun Banji Shareholders Representative

   3. Mr. Emmanuel Okoahaba Shareholders Representative

   4. Mr. Oladayo Makanjuola Shareholders Representative

      
      
      

   5. Ms. Nnenna Onyewuchi Directors Representative

      Ms. Osaro Oyegun

      Chairman of the Audit Committee FRC/2020/003/ 00000022066

      Date:…1…3t…h .O..…cto…b…er., 2025

      13

      
      
      
      
      
      

      A

      OLABODE AKANDE & CO.

      (CHARTERED ACCOUNTANTS)

      AUDIT • TAXATION * ADYISORY

      270, Ikorodu Road, Obanikoro, Lagos.

      
      
      
      
      
      

      +234 (0) 803.309.5806,

      +234 (0) 705.940.0265

      
      
      

      info@oaprofessionals.com https://www.oaprofessionals.com

      REPORTOFTHElNDEPENDENTAUDITORS

      TO THE MEMBERS OF

      ELLAH LAKES PLC

      Report on the Audit of the Financial Statements

      Opinion

      We have audited the financial statements of the Ellah Lakes Plc, which comprise the statement of financial position as at 31 July 2025, and the statement of comprehensive income, statement of changes in equity and statement of cash flows ror the year then ended, and notes to die financial statements, including a summary of significant accounting policies.

      In our opinion, the accompanying financial statements give a true and fair view of the financial position of Ellah Lakes Plc as at 3.1 July 2025, jts financial performance and its cash flows for the year then ended on that date, and comply with Companies and A1li•d Matters Act, 2020 and the applicable International Financial Reporting Standards in the wanner iequired by the Financial Reporting Council of Nigeria Act 2011

      Basis of Opinion

      We cr›i1ducted our audir in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the &udfiOr 's Respoitsibilitiesfor the Aydit of the Jiiioncia/ Statements section of our repori. We are independent of the Company in accordance with the Intemauonal Ethics Standard Board for Accountants' Code of Ethics for ProfeSsional Accountants (IESBA Code) together with the ethical requirements that are relevant to oin audit o* the financia: statements in Nlgeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements rind the IESBA Code. We believe that the audit evidence we have obtained is sufficient and

      upprooriatu to provide a basis for ouj opinion.

      Key Audit Matters

      Kev audit mattc•rs are those matters 1!iat in our professional judgement were of significant importance in the performance ot our audio of the *inancia1 statements. These matters were fully addressed during the audit and in form.ing our opinion. We do not provide o separate opinion on these matter s.

      1. £?rude Palm Gil Milling Ptan‹

         7'he Crude Pal m Oil Mill which was initially projected to be 3 tons per your was upgraded to 5 tons per hour and hss been coirmisi‹›neJ and commenced production in July, 2025. No revenue lIaS been recognised from tire mill operations, ho 'ever advance revenue were received for advance order which has been recorded in deferred revenue,

         14

         
         
         

         info@ooprofessionols.com

      2. Plantation

         The coiiipany has taken delivery of 17,000 seedlings ready for planting at year end. This is part of 150,000 seedlings purchased to be planted over 1,000 hectares of 1on‹I dtu try the next planting season.

      3. Commencement of Pig Farming

         A pig farm commenced operations during the year. There are are already sales which have been recognised in the revenue for the year.

      4. ELP Sunshine Limited

         The interest of the company in fiLP Sunshine Limited which was 80% while Ondo State Government through Ondo State Invesfinent and Promotion Agency was 20% is being reviewed as Ondo State Government has indicated its intention to withdrawal front the arrangement, but instead prefer to lease the land (2,800 hectares) to Ellah Lakes Plc.

      5. Adarii Staple Crop Processing Zone Food Company Limited

         Activities on the company is presently on hold as Enugu State Government that has l0*Zo of the company hns i equested its interest to be tiicrensed to 40%. Discussions are on going. The decision may have effect on the land bank of the company.

      6. Conversion of debts to Equities

         The company converted some of its debts to equities during the year. This has increased the paid up share capital from N1,376,593,350 to N1,929,087,000 and reduced it debts balance.

         Responsibilities of the Directors for the Financial Statements

         The Directors are responsible for the preparation and fair presentation of these financial stntements which are in compliance with the requirements of both Financial Reporting Council of Nigeria Act, No. 6 of 2011 and the Coiripanies and Allied Matters Act, 202D. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material iiusstatements, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

         .Auditor's Responsibilities for the Audit of the Financial Statements

         Our responsibility is to express an independent opinion on ihese financial statements based on our audit. We conducted Our audit in accordance with Nigerian Standards on Auditing (NSAs) issued by tire Instimte of Chartered Accountants of Nigeria.

         Those standards require that we comply with ethical requirements and plan arid perform the audit to obtain ieasonable assurancc that the financial statements are free from material misstatement.

         An audit involves performing procedures to obtain audit evidence about the amount* and disclosures in the financial st:moments. 'The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statefrients. ln making those risk assessments, the auditor considers internal control relevant to the entiry's preparation and fair presentation of the financial statements in order to design audit procedures tliai arc appropriate in the circumstances, but not for the purpose of.expressing an opinion on the effectiveness of the entity's iutenial control. An audit also includes evaluating the appropriateness of accounting policies used and the reasorableness of accounting estimates innde by the Directors, as weii as evaiuating the overal I presentation of the financial statements.

         15

         
         
         

         www. nfo aprofeszicnols cut a

         Report on Other Legel and Regulatory Requirements

         Tire Companies and Allied Matters Act, 2020 reqiures that in carrying out out audit we consider aid report to you on the following matters. We confirm that: -

         1. we have ob}nined all the information and explanations which to the best of our knowledge and belief were necessary for the pm-pose of our audit;

         2. in our ppirioli, proper books of account have been kept by the Company; and

         3. fire Company's statement of financial position and pi'ofit pr toss and other comprehensive income are in agreement with the books of account.

Mr. Olnbode Akande

FRC/2015/1 CAN/0t100000I755

for

tilabode Akande & Co. ' (C hartered Accountant5)

16

Logos, Nigeria

13tb October, 2025

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2025

The Group The Company

21,868,919

791,528

21,048,599

799,900

The financial statements were approved by the Board of Directors on…1…0…th…O.c…to..b...e..r., 2025 and signed on its behalf by:

Chukwuka Mordi Chief Executive Officer

FRC/2014/CIBN/00000005906

Ms. Nnenna Onyewuchi Director FRC/2020/003/00000021999

Olushola Dehindilu Finance Manager

FRC/2025/PRO/ICAN/001/111277

The significant accounting policies on pages 21 to 46 and the notes on pages 47 to 49 form an integral part of these financial statements

17

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 JULY 2025

The Group The Company

The significant accounting policies on pages 21 to 46 and the notes on pages 47 to 49 form an integral part of these financial statements

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JULY 2025

The significant accounting policies on pages 21 to 46 and the notes on pages 47 to 49 form an integral part of these financial statements.

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 JULY 2025

The Group The Company

The significant accounting policies on pages 21 to 46 and the notes on pages 47 to 49 form an integral part of these financial statements

1 Reporting Entity

Ellah Lakes Plc is a public limited company incorporated on 22 August 1980 with Corporate Affairs Commission as a private limited liability company with registration number RC 34296. It was converted to public limited company on 16 June 1992.

In May 2019, Ellah Lakes acquired Telluria Farms, an oil palm production company with 2400 hectares of farm land in Edo State. This changed the corporate mission to the production of oil palm and its derivative products, as well as other cash crops.

The company also acquired 5,000 hectares of land in Ondo State (to be used for planting cassava, soybean and maize), A subsidiary company - ELP Sunshine Limited was incorporated in which Ellah Lakes holds 80%. In addition the company acquired another 5,000 hectares in Enugu State in which it has a subsidiary - Adani Staple Crop Processing Zone Food Company Limited with 65% holding, the farm is being developed for soybeans and rice in partnership with Enugu State Government.

The company engages in carrying on business as agricultural producers, dealing in oil palm produce, cassava plantation etc.

1. Summary of Significant Accounting Policies

   The principal accounting policies applied in the preparation of these financial statements are set out below. These accounting policies have been fully applied to the financial statements.

   1. Basis of preparation

1. Statement of compliance

   The financial statements have been prepared in accordance with International Financial Reporting Standard as issued by the International Accounting Standards Board ("IASB"), and in compliance with the requirements of the Financial Reporting Council (FRC) of Nigeria Act No. 6 of 2011. The standard has been adopted and applied in preparing these financial statements without any reservation.

2. Basis of measurement

   The financial statements have been prepared on the historical cost basis.

3. Functional and presentation currency

   These financial statements are presented in Nigerian Naira (₦) which is the Company's functional currency.

4. Use of estimates and judgments

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

1. Going concern

   The financial statements have been prepared on a going concern basis. The directors have no doubt that the Croup would remain in exitence after 12 months from the date of this financial statements.

2. a. Changes in accounting policies and disclosures

   New standards, interpretations and amendments were issued in respect of periods beginning on (or after) 1st August, 2024. The company has elected to adopt them in these financial statements with no significant impact. The nature and effect of each new standard, interpretation and amendment adopted by the company are as detailed below:

   IFRS 17 Insurance Contracts - The standard was issued in May 2017 as a replacement for IFRS 4 Insurance Contracts. It requires a current measurement model where estimates are re-measured each reporting period. Contracts are measured using the building blocks of:

   • discounted probability-weighted cash flows

   • an explicit risk adjustment, and

     a contractual service margin ("CSM") representing the unearned profit of the contract which is recognized

   • as revenue over the coverage period.

The standard allows a choice between recognizing changes in discount rates either in the statement of profit or loss or directly in other comprehensive income. The choice is likely to reflect how insurers account for their financial assets under IFRS 9. An optional, simplified premium allocation approach is permitted for the liability for the remaining coverage for short duration contracts, which are often written by non-life insurers.

There is a modification of the general measurement model called the "variable fee approach" for certain contracts written by life insurers where policy holders share in the returns from underlying items. When applying the variable fee approach the entity's share of the fair value changes of the underlying items is included in the contractual service margin. The results of insurers using this model are therefore likely to be volatile than under the general model. The new rules will affect the financial statements and key performance indicators of all entities that issue insurance contracts or investment contracts with discretionary participation features 1 January, 2021.

b. Amendment to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-current

The amendments to IAS 1 published in January 2020 affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of "settlement" to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

The amendments to the requirements in IAS 1 on classification of liabilities as current or non-current with effective date of the application on 1 January 2024.

Biological assets are measured on initial recognition and at subsequent reporting dates at fair value less estimated costs to sell, unless fair value cannot be reliably measured.

The gain on initial recognition of biological assets at fair value less costs to sell, and changes in fair value less costs to sell of biological assets during a period, are included in profit or loss.

A gain on initial recognition of agricultural produce at fair value less costs to sell are included in profit or loss for the period in which it arises.

All costs related to biological assets that are measured at fair value are recognised as expenses when incurred, other than costs to purchase biological assets.

At initial recognition, the company shall measure a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

However, if the fair value of the financial asset or financial liability at initial recognition differs from the transaction price, an entity shall apply paragraph B5.1.2A of IFRS 9.

When the company uses settlement date accounting for an asset that is subsequently measured at amortised cost, the asset is recognised initially at its fair value on the trade date.

At initial recognition, the company shall measure trade receivables at their transaction price (as defined in IFRS 15) if the trade receivables do not contain a significant financing component in accordance with IFRS 15 (or when the entity applies the practical expedient in accordance with paragraph 63 of IFRS 15).

The company shall classify all financial liabilities as subsequently measured at amortised cost, except for:

1. financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

2. financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies. Paragraphs 3.2.15 and 3.2.17 of IFRS 9 apply to the measurement of such financial liabilities.

3. financial guarantee contracts. After initial recognition, an issuer of such a contract shall (unless paragraph 4.2.1(a) or (b) applies of IFRS 9) subsequently measure it at the higher of:

   1. the amount of the loss allowance determined in accordance with Section 5.5 of IFRS 9 and

   2. the amount initially recognised (paragraph 5.1.1 of IFRS 9) less, when appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15.

4. commitments to provide a loan at a below-market interest rate. An issuer of such a commitment shall (unless paragraph 4.2.1(a) of IFRS 9 applies) subsequently measure it at the higher of:

   1. the amount of the loss allowance determined in accordance with Section 5.5 of IFRS 9 and

   2. the amount initially recognised (paragraph 5.1.1 of IFRS 9) less, when appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15.

5. contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. Such contingent consideration shall subsequently be measured at fair value with changes recognised in profit or loss.

A gain or loss on a financial asset measured at fair value through other comprehensive income in accordance with paragraph 4.1.2A shall be recognised in other comprehensive income, except for impairment gains or losses (Section 5.5 of IFRS 9 ) and foreign exchange gains and losses (paragraphs B5.7.2-B5.7.2A of IFRS 9), until the financial asset is derecognised or reclassified. When the financial asset is derecognised the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment (IAS 1). If the financial asset is reclassified out of the fair value through other comprehensive income measurement category, the entity shall account for the cumulative gain or loss that was previously recognised in other comprehensive income in accordance with paragraphs 5.6.5 and 5.6.7 of IFRS 9. Interest calculated using the effective interest method is recognised in profit or loss.