15 Months unaudited financial statements

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED

31 OCTOBER 2025

ELLAH LAKES PLC

CONTENTS

PAGE

Certification

2

Consolidated Unaudited Statement of Financial Position

3

Consolidated Unaudited Statement of Profit or Loss

4

Consolidated Unaudited Statement of Changes in Equity

5

Consolidated Unaudited Statement of Cash Flows

6

Notes to the Consolidated Unaudited Financial Statements

7

ELLAH LAKES PLC

FINANCIAL STATEMENTS FOR THE FIFTEEN MONTHS ENDED 31 OCTOBER, 2025

CERTIFICATION PURSUANT TO SECTION 88 (2) OF INVESTMENT AND SECURITIES ACT 2025

We the undersigned hereby certify the following with regards to our financial reports for the fifteen months ended 31 October, 2025 that;

a.

We have reviewed the report;

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

i.

Any untrue statement of a material fact, or

ii.

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

b.

To the best of our our knowledge , the Group financial statements and other financial information included in the report fairly present in all material respects the financial condition and result of operations of the company and of the Group for the period presented in the report.

c

We:

i.

Are responsible for establishing and maintaining internal controls;

ii.

Have designed such internal controls to ensure that material information relating to the group is made known to officers by others within the entity, particularly during the period in which

the periodic reports are being prepared;

iii.

Have evaluated the effectiveness of the Group's internal controls within 90 days prior to the report;

iv.

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

d

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

i.

All significant deficiencies in the design or operation of internal controls which would adversely affect the Group's ability to record, process, summarise and report financial data and have identified for the Company's audit committee any material weakness in internal controls, and

ii.

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

e

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

Certified by:

Mr. Chuka Mordi

Olushola Dehindilu

Chief Executive Officer

Finance Manager

FRC/2014/CIBN/00000005906

FRC/2025/PRO/ICAN/001/111277

Date:

Date:

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 31 OCT, 2025

Notes

31 October, 2025

31 July 2025 Audited

₦'000

₦'000

Assets

Non-Current assets

Property, plant and equipment

3

24,896,783

24,506,498

Biological assets

4

33,378

14,615

Goodwill

5

57,689

57,689

Other asset

6

1,360,421

13,664

26,348,271

24,592,466

Current assets

Receivables

7

207,232

75,502

Resricted cash

483,213

483,213

Cash and cash equivalents

8

3,699,011

5,900,296

4,389,456

6,459,011

Total assets

30,737,727

31,051,476

Liabilities

Current liabilities

Trade and other payables

9

914,045

877,686

Current tax payable

13.1

570

570

914,615

878,256

Non-current liabilities

Payables to related parties

10

- 8,929

- 10,738

Directors' Loan

11

7,076,000

7,076,000

Borrowings

12.0

400,424

447,424

Deferred tax

13.2

88

88

7,467,582

7,512,773

Total liabilities

8,382,198

8,391,029

Equity

Share Capital

14

1,929,087

1,929,087

Share premium

15

8,203,178

8,203,178

Reserves

15

710,788

710,788

Deposit For Shares

2,498,641

2,498,641

Retained earnings/(loss)

(5,913,953)

(5,609,035)

Revaluation surplus

16

14,927,789

14,927,789

Total equity

22,355,529

22,660,448

Total liabilities and equity

30,737,727

31,051,476

These Group financial Statements were approved by the Board of Directors on Nov, ……. and signed on it behalf by:

Mr. Chuka Mordi

Olushola Dehindilu

Chief Executive Officer

Finance Manager

FRC/2014/CIBN/00000005906

FRC/2025/PRO/ICAN/001/111277

Date:

Date:

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE FIFTEEN MONTHS ENDED 31 OCTOBER, 2025

Notes

3 months ended

October, 2025

3 months ended

October, 2024

15 months to 31

October 2025

15 months to 31

October 2024

₦'000

₦'000

₦'000

₦'000

Revenue

17

5,054

249

72,158

1,029

Cost of sales

18

(277)

-

(1,392)

-

Gross profit/(loss)

4,777

249

70,766

1,029

Other income/(loss)

19

147,412

-

186,054

15,933

Administrative expenses

20

(233,373)

(78,282)

(900,147)

(375,523)

Personnel expenses

21

(234,576)

(194,083)

(1,020,697)

(785,534)

Finance cost

22

(7,050)

(9,940)

(58,521)

(157,561)

Depreciation

3

(871)

(961)

(5,495)

(4,806)

Gain/(loss) on foreign exchange

22,749

(191,990)

152,257

Revaluation gain/Loss

18,763

-

-

-

(457,108)

(260,517)

(2,176,849)

(1,171,168)

Operating profit/(loss)

(304,919)

(260,268)

(1,920,029)

(1,154,207)

Earnings per share (EPS)

(0.08)

(0.13)

(0.50)

(0.58)

For the period ended 31 October, 2025

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

At Aug 1, 2025

1,929,087

8,203,178

2,498,641

(5,609,035)

710,788

14,927,789

22,660,448

Adjustment to retained earning Profit/(loss) for the period

-

-

(304,919)

-

-

-(304,919)

Addition during the year

-

-

-

Other comprehensive income

-

-

- - -

At 31 October, 2025

1,929,087

8,203,178

2,498,641 (5,913,953) 710,788 14,927,789 22,355,529

For the period ended 31 July 2025

At 1 August 2024

1,376,893

5,663,088

3127040.749

(3,957,100)

710,788

14,927,789

21,848,499

Addition during the year

552,193

2,540,090

(628,400)

2,463,883

Profit/(loss) for the period

(1,596,347)

-

(1,596,347)

Adjustment to retained earning

-

-

(11,437)

-

-

(11,437)

Other comprehensive income

-

-

(44,151) - - (44,151)

At 31 July 2025

1,929,087

8,203,178

2,498,641 (5,609,035) 710,788 14,927,789 22,660,448

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOW

FOR THE FIFTEEN MONTHS PERIOD ENDED 31 OCTOBER, 2025

Year to

31 October 2025

Year to 31 July 2025

₦'000

₦'000

Cashflows from operating activities

Profit/(loss) before taxation

(304,919)

(1,596,347)

Adjustment for:

Retained earning

(11,437)

Fair value gain in biological assets

-

(44,151)

Depreciation

871

4,624

(304,048)

(1,647,311)

Working capital:

Changes in biological assets

(18,763)

570,506

Changes in Inventory

-

96,264

Changes in receivables

(131,730)

(54,882)

Changes in payables

36,360

(444,121)

(114,133)

167,767

Net cash from/(used in) operating activities

(418,181)

(1,479,543)

Cash flows from investing activities:

Purchase of property, plant and equipment

(391,157)

(1,649,038)

Investment in Financial assets

-

Other asset

(1,346,757)

-

Net cash used in investing activities

(1,737,914)

(1,649,038)

Cash flows from financing activities:

Inflow from shares capital

-

552,193

Deposit for shares

(0)

(628,400)

Inflow from Revaluation Surplus

-

-

Share premium

-

2,540,090

Change in short term Borrowings

(47,000)

(713,320)

Change in long term Borrowings

0

(210,576)

Change in related parties loan

1,809

7,055,703

Restricted cash

-

189,927

Net cash used in financing activities

(45,191)

8,785,618

Net increase/(decrease) in cash and cash

equivalents

(2,201,285)

5,657,036

Cash and cash equivalents at beginning of the

period

5,900,296

243,260

Cash and cash equivalents at end of the period

3,699,011

5,900,296

ELLAH LAKES

NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE FIFTEEN MONTHS ENDED 31 OCTOBER, 2025

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 299748. It was converted to public limited company on 16 June 1992. Its office is now situated at 10 , Muritala Mohammed Way, Benin City, Edo State.

2. Recent Events in the Company

i. The company acquired 80% of the value of ELP Sunshine Limited. The remaining 20% owned by Ondo State Government . Presently, ODSG is proposing the conversion of the equity to a long term lease on 5,000 hectares of land in Ondo State.

ii. The company has changed the Benin Office Address to 10, Muritala Mohammed Way, Benin City, Edo State.

3. Property, plant and equipment

FOR 15 MONTHS TO 31 OCTOBER, 2025

Land

Building & pens (wip)

furniture & Office Equipment

IT/Equipm ent

Motor Vehicles

Bearer plants (Oil palm)

Plant and

machinery

Total

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

Cost:

AS AT AUG 1, 2025

22,647,000

16,967

4,336

18,881

36,109

1,107,884

695,521

24,526,698

Additions

82,049

510

5,321

127,800

175,171

307

391,157

Disposal

-

-

-

-

-

AS AT 31 OCTOBER, 2025

22,647,000

99,016

4,846

24,202

163,909

1,283,055

695,828

24,917,855

Depreciation:

At AUG 1, 2024

-

5,980

26

3,685

10,509

-

-

20,200

Charge for the period

-

25

266

580

871

Reclassification

On Disposal

-

-

-

-

At 31 OCTOBER, 2025

-

5,980

1,283

2,805

11,089

-

-

#

21,072

Net Book Value at 31 Oct 2025

22,647,000

93,035

3,563

21,397

152,820

1,283,055

695,828

#

24,896,783

31 Jul 2025 Audited

At 1 Aug 2024

22,647,000

8,341

130

3,124

11,109

-

207,956

22,877,660

Additions

8,626

4,206

15,757

25,000

1,107,884

487,565

1,649,038

Disposal

-

-

-

-

-

Revaluation surplus/(deficit)

-

-

-

-

-

At 31 Jul 2025

22,647,000

16,967

4,336

18,881

36,109

1,107,884

695,521

24,526,698

Depreciation:

At 1 Aug 2024

-

4,841

0

2,208

8,527

-

-

15,577

Charge for the period

-

1,139

26

1,477

1,981

4,624

On Disposal

-

-

-

-

-

At 31 Jul 2025

-

5,980

26

3,685

10,509

-

-

20,200

Net Book Value at 31 July 2025

22,647,000

10,987

4,310

15,195

25,600

1,107,884

695,521

#

24,506,498

4

Biological assets

15 months period to 31 October, 2025

Palm Plantations

Livestock

Others

Total

₦'000

₦'000

₦'000

₦'000

Cost:

Balance as at 1 Aug 2025

-

14,615

-

14,615

Additions

18,763

18,763

Balance as at 31 Oct, 2025

-

33,378

-

33,378

Amortisation/depreciation:

Balance brought forward

-

-

-

Charge for the period

-

-

-

on disposal

-

-

-

Balance carried forward

-

-

-

-

Carrying Cost as at 31 October, 2025

-

33,378

-

33,378

31 Jul 2025 Audited

Cost:

Balance as at 1 August 2024

485,169

19,410

80,542

585,121

Additions

-

14,615

14,615

Disposal

(485,169)

(19,410)

(80,542)

(585,121)

Balance as at 31 Jul 2025

-

14,615

-

14,615

Amortisation/depreciation:

Balance brought forward

-

-

-

Charge for the period

-

-

-

on disposal

-

-

-

Balance carried forward

-

-

-

-

Carrying Cost as at 31 July 2025

-

14,615

-

14,615

15 months to 31

Oct., 2025

12 months to 31

Jul 2025- Audited

₦'000

₦'000

5

Goodwill

Goodwill on acquisition

57,689

57,689

57,689

57,689

6

Other assets

Others

13,664

13,664

New Project preaquisition cost

1,346,757

-

1,360,421

13,664

15 Month to 31

October, 2025

12 Months to 31

July 2025

₦'000

₦'000

7

Receivables

Prepaid Expenses

40,755

57,372

Others

165,555

18,130

Prepaid fueling

922

-

207,232

75,502

Resricted cash- DSRA

483,213

483,213

This represents deposit made solely for principal

repayments and interest payments on agricultural loan obtained by the company.

8

Cash and cash equivalents

Short term deposits

1,553,704

-

Cash at Bank (Naira Account)

1,836,101

5,900,138

Cash at Bank (Dom Accounts) i

309,116

-

Cash in hand

89

157

3,699,011

5,900,296

i. The Balances in Dom Accounts were valued at the ruling rate

9

Trade & Other Payables

Trade payable

5,683

5,683

Other Current Liabilities

908,362

872,002

914,045

877,686

10

Related Parties Liabilities

Directors' Current account

(8,929)

(10,738)

- 8,929

- 10,738

11

Director's Loan

7,076,000

7,076,000

12

Term Loans

Non-current (Note 12.1)

400,424

447,424

400,424

447,424

12.1

Non-Current

Secured Borrowing:

400,424

447,424

CBN/FCMB

400,424

447,424

15 Months to 31

October, 2025

12 months to 31

July 2025

₦'000

₦'000

13

Taxation

Current tax (13.1)

-

570

Deferred tax (13.2)

-

-

-

570

13.1

Current tax payable

At 1 August

570

570

Tax for the period:

Income tax

-

-

Education tax

-

-

Payment

-

-

570

570

13.2

Deferred tax

At 1 August

88

88

Arising/(reversing) during the period

-

At 31 Oct

88

88

14

Issued and fully paid:

3,858,173,594 ordinary shares@ ₦0.50 each

1,929,087

1,929,087

15

Reserves

Share premium reserves

8,203,178

8,203,178

Other reserves

710,788

710,788

Deposit for shares

2,498,641

2,498,641

11,412,606

11,412,606

16

Revaluation

Net land revaluation

14,927,789

14,927,789

14,927,789

14,927,789

3 months ended

October, 2025

12 months to 31

July 2025

₦'000

₦'000

17

Revenue

Sales

5,054

67,104

5,054

67,104

18

Cost of sales

Goods

277

1,115

277

1,115

19

Other income

Other income

11,714

11,668

Interest Received

135,698

26,974

147,412

38,642

19B

Gain on foreign exchange

-

191,990

20

Administrative expenses

Bank charges

2,286

4,629

Audit fee

1,613

11,825

Professional and legal fees

28,982

153,607

Regulatory charges and penalty

24,592

23

Advertisement

-

4,745

Telecommunication and postage

2,237

412

Maintenance costs

2,096

10,057

Printing and stationeries

423

3,728

Travels and hotel accommodation

74,806

185,560

IT and internet

5,651

3,434

Fuel

19,059

35,475

Meetings and Entertainment

-

10,487

Corporate Social Service

139

17,773

Medical Expenses

992

1,103

Motor Vehicles expenses

312

157

Dues and Subscription

3,612

15,827

Rents

31,700

36,643

Insurance

11,312

14,111

Security Expenses

7,225

37,794

Livestock expenses

12,576

113,807

Other expenses

3,761

5,578

233,373

666,773

21

Personnel Expenses

Salaries and wages

214,322

720,947

Wages

8,428

65,174

Pension

11,827

-

234,576

786,121

22

Finance costs

Interests

7,050

51,471

7,050

51,471

23

Securities Trading Policy

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule), Ellah Lakes Plc (the Company) is currently updating and finalizing its Securities Trading Policy as mandated by the Issuers Rule. The Policy when it becomes effective, applies to all Directors, Audit Committee, employees of the Company and any other person in possession of insider information from dealing in the Company's shares during the Non-Authorized Trading Period, in accordance with the Investment and Security

Act, 2007 and the Post Listing Rules of The Nigerian Stock Exchange.