Audited financial statements for the year ended 31 december 2025

ELLAH LAKES PLC

CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2025

CONTENTS PAGE

Corporate Information 2

Results at a glance 3

Reports of the directors 4

Certification pursuant to Provision of Investment and Securities Act 2025. 7

Certification pursuant to Section 405 of Companies and Allied Matters Act , 2020 8

Statement of directors' responsibilities for the financial statements 9

Certification of Management's Assessment of Internal Control over Financial Reporting 10

Attestation Report of Independent Consultant 13

Report of Statutory Audit Committee 14

Reports of the independent auditors 15

Statement of financial position 19

Statement of profit or loss and other comprehensive income 20

Statement of changes in equity 21

Statement of cash flows 22

Notes to the financial statements 23

Appendices:

Statement of Value added 58

Five - Year financial summary 59

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 Non-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. Majekodunmi Kofoworola 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: United Bank for Africa Plc

Zenith Bank Plc

First City Monument Bank Plc Access Bank Plc

Registrars Cordros Registrars Limited

131, Ikorodu Road, Onipanu, Lagos

ELLAH LAKES PLC

RESULTS AT A GLANCE

Seventeen

July 31, 2024

Seventeen Months

July 31, 2024

ELLAH LAKES PLC

REPORT OF THE DIRECTORS

The directors are pleased to submit herewith their report and audited financial statements of the company for the seventeen months ended 31 December, 2025.

Group Company

Seventeen Months to 31

December, 2025

Twelve months to 31 July, 2024

Seventeen Months to 31

December, 2025

Twelve months to 31 July,

2024

1 Result for the period ₦'000 ₦'000 ₦'000 ₦'000 Profit/(Loss) before taxation (3,839,656) (893,938) (3,830,733) (754,233) Taxation - - - -Other comprehensive income (16,999) 164,597 (16,999) -

Profit/(Loss) after taxation (3,856,655) (729,341) (3,847,732) (754,233)

(3,856,655) (729,341) (3,847,732) (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 cassava and palm plantation. The company has recently commenced pig farming.

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 commissioned and commenced production in July, 2025.

   2. A pig farm commenced operations during the period. This has contributed to the turnover of the company.

   3. The company planted 17,000 seedlings during the period and has 47,000 seedlings in the nursery being nurtured for planting. This is part of 200,000 seedlings planned for nursery and eventual planting over 1,500 hectares of land.

   4. In the course of the period, the company approached the capital market to raise N235 billion as part of its strategic move to upscale the operations of the company and its subsidiaries through the acquisition a new company. The public offer did not succeed as the company could not meet the threshold of subscriptions needed. The company has since returned funds to all subscribers. The acquisition is still in process as the company is exploring alternative funding for the acquisition.

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:

   Name of Director

   2025 2024

   	Units (Direct)	Units (Indirect)	Units (Direct)	Units (Indirect)
   i Enotie Ogbebor	81,071,303	-	355,708,705	-
   ii. Osaro Oyegun	93,000,100	-	94,000,000	-
   iii. Chukwuka Mordi	-	209,073,850	-	548,587,328
   iv. Joe Attueyi	62,557,001		-	62,557,001

5. Substantial Shareholders

   Name

   2025 2024

   Holding % Holding %

   i Emmanuel Jakpa 535,714,286 13.89 - -

   ii. Blackman & Co Limited	264,669,903	6.86		338,153,398	12.28
   iii. CBO Capital Limited	209,073,850	5.42		548,587,328	19.92
   iv. Lake - Oko Farms Ltd.	-		-	188,000,000	6.83
   v. MBC Securities Ltd	-		-	383,738,196	13.93
   vi. 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.

   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 38. 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 December 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	1,982,446
   1,001	-	10,000 2,905	26	7,472	12,790,349	0	14,772,795
   10,001	-	20,000 731	7	8,203	11,129,260	0	25,902,055
   20,001	-	50,000 960	9	9,163	33,871,327	1	59,773,382
   50,001	-	100,000 600	5	9,763	47,594,657	1	107,368,039
   100,001	-	500,000 911	8	10,674	218,595,453	6	325,963,492
   500,001	-	1,000,000 199	2	10,873	146,314,108	4	472,277,600
   1,000,001	-	20,000,000 217	2	11,090	723,791,697	19	1,196,069,297
   20,000,001	-	50,000,000 9	0	11,099	271,584,166	7	1,467,653,463
   50,000,001	-	100,000,000 8	0	11,107	637,146,781	17	2,104,800,244
   100,000,001	-	200,000,000 5	0	11,112	1,008,585,298	26	3,113,385,542
   200,000,001	-	500,000,000 2	0	11,114	209,073,850	5	3,322,459,392
   500,000,001	-	1,000,000,000 1	0	11,115	535,714,286	14	3,858,173,678
   		11,115	100		3,858,173,678	100

8. Community Relations Expenses

   Below are expenses incurred on the communities as part of the community relations expenses where the Group operated in the course of the period:

   	2025		2024
   Iguelaba Community	₦'000 20,210		₦'000 14,600
   Ugbakele Community	6,445		375
   Mosogar Community	-		2,000
   Welfare project to SCPZ by Adani	-		3,100
   Others	380		-
   	27,035		20,075

9. Donations

   The group made donations of N11,100,000 during the period ended 31 December, 2025. Listed below are the donations for the period.

   	2025		2024
   Imo State Economic summit	₦'000 10,000		₦'000 -
   Towards a staff	1,000		-
   Doculand	-		325
   Others	100		13
   	11,100		338	-

10. Dividend

    The directors have not recommended any dividend for the period ended 31 December 2025 because the company made a loss during the period under review. The company is also in the process of restructuring.

11. Personnel

    (i)

    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 December 2025 there were however, no disabled persons in the company's employment.

    1. 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.

    2. 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.

12. 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.

OAKE Legal

Company Secretary

By order of the Board

LAGOS, Nigeria

………27…M…a.r..c…h., 2026

Certification Pursuant to Sections 90-92 of Investment and Securities Act 2025

We the undersigned hereby certify the following with regards to our financial reports for the year ended 31 December 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 Dehinsilu

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 December 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-

   i.

   ii. iii.

3. i.

   ii.

   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,

   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 for the Financial Statements

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 with the requirements of the Companies and Allied Matters Act, 2020. 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.

Chukwuka Mordi Ms Nnenna Onyewuchi

Managing Director Director

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

MANAGEMENT'S ASSESSMENT OF, AND REPORT ON, ELLAH LAKES PLC'S INTERNAL

CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2025

In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 90-92 of the Investments and Securities Act (ISA) 2025, and Financial Reporting Council's guideline in fulfilment of Sec.7(2f) of the FRC Act. 6, 2011, we hereby make the following statements regarding the Internal Controls over Financial Reporting of ELLAH LAKES PLC for the period ended 31 December 2025:

1. 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. Management used the Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the company's ICFR. We have reviewed the audited consolidated and separate financial statements of the company for the year ended 31 December 2025 and based on our knowledge we certify as follows:

   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.

   2. The audited consolidated and separate financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition, results of operation and cash flows of the company as of and for the year ended 31 December, 2025.

   3. The Company's management has assessed that the entity's Internal Control over

      Financial Reporting (ICFR) as of the end of 31 December 2025 is effective.

   4. The Company's internal controls were evaluated within 90 days of the financial

reporting date and are effective as of 31 December 2025.

Chuka Mordi Olusola Dehinsilu

Managing Director Finance Manager

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

In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 90-92 of the Investments and Securities Act (ISA) 2025 and Financial Reporting Council's guideline in fulfilment of Sec.7(2f) of the FRC Act. 6, 2011, I hereby make the following statements regarding the Internal Controls over Financial Reporting of ELLAH LAKES PLC for the year ended 31 December 2025:

I, Chuka Mordi, certify that:

1. I have reviewed this management's assessment on internal control over financial reporting of ELLAH LAKES Plc

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

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

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

   1. are responsible for establishing and maintaining internal controls;

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

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAPs);

   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. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the Board Audit, Governance, Nomination and Remuneration Committee:

   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 a significant role in the entity's internal control system.

6. The entity's other certifying officer and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Chuka Mordi Managing Director

FRC/2014/CIBN/00000005906

In line with the provision of Section 1.3 of Securities and Exchange Commission's guidance on implementation of Sections 90-92 of the Investments and Securities Act (ISA) 2025 and Financial Reporting Council's guideline in fulfilment of Sec.7(2f) of the FRC Act. 6, 2011, I hereby make the following statements regarding the Internal Controls over Financial Reporting of ELLAH LAKES PLC for the year ended 31 December 2025:

I, Olushola Dehinsilu, certify that:

1. I have reviewed this management's assessment on internal control over financial reporting of ELLAH LAKES Plc

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

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

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

   1. are responsible for establishing and maintaining internal controls;

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

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAPs);

   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. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the Board Audit, Governance, Nomination and Remuneration Committee:

   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 a significant role in the entity's internal control system.

6. The entity's other certifying officer and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Olusola Dehinsilu Finance Manager

FRC/2025/PRO/ICAN/001/111277

Consultant's Attestation on Internal Control Over Financial Reporting

31st March 2026

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 December 2025.

The work performed was done in accordance with the Guidance on Implementation of Sections 88 - 91 of the Investments and Securities Act 2025 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 some 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 December 2025.

Yours Faithfully,

For: Kreston Pedabo Professional Services

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 December 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. Banji Olugbosun Shareholders Representative

3. Mr. Okoahaba Emmanuel 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

25th March, 2026

14

AOLABODE

AKANDE & CO.

270, Ikorodu Road,

(CI-BARTERED ACCOUNTANTS)

AUDIT • TAXATION • ADYISORY

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ELLAH LAKES PLC

Obanikoro, Lagos.

+234 (0) 803 309 5806,

+234 {0) 705 940 0265

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of die Elfah Labs Plc, which comprise inc statement of fnaneiel 9osition us at 31 December 2025, and the statement of comprehensive income, st8tement of changes in equiry and statement of cash flows for the perio4 then ended, and notes to the financial statements, including a summary of Significant accounting policies.

In our opinion. the aciiompanying financial statements give a true and fair view of the finaneial position of Ellah Lakes Plc 8s at 31 December 2025, its financial performance and its cash flows for the period then ended on that date, and comply with Companies and Allied Matters Act, 2020 and the applicable International Financial Reporting Standards in the manner required by the Financial Reporting Council ofNigeria Act 2011.

BaSis of Opinion

Xey sudit matters

during our audit., certain matters required more attention than others - either because they involved difficult judgements by the Directc'rs, or because they related to significant amounts in the financial statement. We call these Key Audit Matters.

We explain each matter below: what it is, why it caught our attention, what we did about it, and what we found. Wt are not expressing a separate opinion on any of these matters - they are part of our overall audit opinion on the financial statements.

KEY AUDTT MATTER

The Oil Palm Plantation - Moving from a Growing Crop to a Producñve fixed Aseet

15

Background - What bappened

Ellah Lakes Plc has been developing an oil palm plantation for approximately five years. During that timc, the Company spenl money on preparing the land, purchasing sccdlings, planting, ferti]ising, and maintaining the growing trees. Because the trees were not yet producing anything, all of tliat expendilure . u> ‹reat+d as a developing biological asset - essennally a living investment still being grown.

In 2025, a Sigoificant milestone was reached: the oil palm trees starred bearing fniii. The Company's Crude Palm Oil Mill - upgraded to 5 tonnes per hour capacity - was commissioned in July 2025, and the first commercial sales ofpalm oil produce, totalling f'tl36,408,000, were recorded.

Once trees stari producing fruit regularly, accounting rules require that they be treated differently. They stop bting a developing biological asset and become what is known as a bearer platit - a long-lived productive asset, similar in nature to I piece of machinery or a building. Th.s means they are moved into ihe fixed assets section of the balance sheet and depreciated over their expected useful life, which the Directors have set at 30 years.

Why We Paid Close Attention to This

This was one of the inost significant event in the Company's history - its first abwicultural production - arid it involved a number ofjudgenunt calls that could have a matenal effect on the financial statements:

• Wnen exactly to make the switch, The Directors had to decide the precise point at which the trets moved from being a developing crop to a productive asset. Making this change too early could overslate the fixed assets; making it tpo late could understate them.

• how' much cost to include. Over five years, large amounts were spent on the plantation. We neecled to confimi that e.veryrhing included in the bearer plant balance of f't1,l 30,775,000 was genuinely a cost of establishing the plantation 8nd ihat routine running costs after the Lees started fruiting were nor wrongly added to the fixed asset.

• Hnxv ]ong tire trees will last 'the Directors assigned a 30-year usefhl life, which determines how quickly the asset is depreciated. A ionger pr shortet file would change the depreciation charge and the asset's carrying value in every future year.

  
  
  

• Whether the dead trees matter. Of:he 26,741 trees planned across 187 hectares, 5,554 (about one in five) have died. We

What we did

Our work on this matter was focused on fiix key questions:

What we found

W c are satisfied that tht, oil palm pl8ntation has bern correctly reclassified from a biological asset to bearer plants at tire right time ard with the riglit ariaounts. The 30-year useful life is reasonable. The depreciation charge ofR24.059,000 has been correctly calculated. The carry ink valuc of H1,l30,776,000 shown in the balance sheet is not materially misstated, and the disclosures in the financial statements adequalcly explain the chan|ie.

A Note on the Dead Trees

We obsei-› ed that approximately one in five of the hees planted (5,554 ont of 26.741) have dted. W'e considered whether this was unusi:at enoiigh to require a write-down of the bearer plant balance. Based on the information available, a degree of tree mortality is normal in the early years of an oii palm plan!ation. We 8rc satisfied that the dead trees do not cause a material oveistaieinezf of r'oe asset. Howcver, we recommend that management continues to monitor the rate of tree mprtaiity in future periods. as a significantly higher rate could require an impairment assessment under accounting standards.

17

Responsibilities of the Directors for the financial Statements

The Directors are responsible for the preparation and fair presentation of these financial statements which are in compliance with the requirements of both Financial Reporting Council ofNigeria Act, No. 6 of 2011 and the Companies and Allied Matters Act, Z020. This responsibility imludes: designing, imp‹:nip; 'ui and maintaining internal cruel relevant to the preparation and fair presentation of the financial statements that bre frcc from material misstgtements, 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 tn express an independent opinion on these financial statements based on our audit. We conducted our audit in accordance with Nigerian Standards on Auditing (NSAs) issued by the Institute of Chartered Accountants ofNigeria.

Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the financiat statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Fhe procedures selected depend on the auditors' judgment, including the assessment of the ri3ks of material misstatement of tne financial statements. In making those rislt assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design auilit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accour.ting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial Statements.

Report on Other Lega! and Regulatory Requirements

The Companies and Allied Matters Act, 2020 requires that in carrying out our audit we consider and report to yoti on the following matters. We confirm ihat: -

i4 we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

1. in otir opinion, proper books if account have been kept by the Company; and

2. tne Company's statement of financial pos'tion and profit or loss and other comprehensive income are in agreement with the books of° account.

r. Olabode Ak8ndc

FRC/2013/ICAN/00000001755

Olabode Aker:dc & Co. (Chmuered Accout uuitsj

FRC/2025/COY/986846

18

Lagos, Nigeria 30th March, 2026

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

The financial statements were approved by the Board of Directors on 26th March, 2026 and signed on its behalf by:

The significant accounting policies on pages 23 to 40 and the notes on pages 41 to 60 form an integral part of these financial statements

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2025

Group Company

The significant accounting policies on pages 23 to 40 and the notes on pages 41 to 60 form an integral part of these financial statements

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2025

The significant accounting policies on pages 23 to 40 and the notes on pages 41 to 60 form an integral part of these financial statements

ELLAH LAKES PLC

CONSOLIDATED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED 31 DECEMBER 2025

Group Company

The significant accounting policies on pages 23 to 40 and the notes on pages 41 to 60 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 299748. It was converted to public limited company on 16 June 1992. Its registered office is situated at 10, Murtala Muhammed Way, Benin, Edo State.

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

1. Material 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 of The ELLAH LAKES PLC have been prepared in accordance with International Financial reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). And in compliance with additional information required by the provision of the Companies and Allied Matters Act (CAMA) Act 2020, and the Financial Reporting Council of Nigeria (Amended) Act, 2023. The financial statements comprise the statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, statements of cashflows and explanatory notes.

   The financial statements have been prepared on the historical cost basis except for:

   • biological assets measured at fair value less costs to sell,
     
     

   • inventories measured at lower of cost and net realizable value.

   The financial Statement covers the financial period from 1 August 2024 to 31stDecember 2025, with the comparatives for the year ended 31 July 2024.

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.

2.6.1

Initial recognition and measurement of financial assets and liabilities

1. Initial recognition

   The company shall recognise a financial asset or a financial liability in its statement of financial position when, and only when, it becomes party to the contractual provisions of the instrument.

   A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable, using trade date accounting or settlement date accounting.

2. Initial measurement

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.

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.

(e) 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.

The objective of hedge accounting is to represent, in the financial statements, the effect of an entity's risk management activities that use financial instruments to manage exposures arising from particular risks that could affect profit or loss (or other comprehensive income, in the case of investments in equity instruments for which an entity has elected to present changes in fair value in other comprehensive income in accordance with paragraph 5.7.5). This approach aims to convey the context of hedging instruments for which hedge accounting is applied in order to allow insight into their purpose and effect.

An entity may choose to designate a hedging relationship between a hedging instrument and a hedged item in accordance with paragraphs 6.2.1-6.3.7 and B6.2.1-B6.3.25. For hedging relationships that meet the qualifying criteria, an entity shall account for the gain or loss on the hedging instrument and the hedged item in accordance with paragraphs 6.5.1-6.5.14 and B6.5.1-B6.5.28.

When the hedged item is a group of items, an entity shall comply with the additional requirements in paragraphs

6.6.1-6.6.6 and B6.6.1-B6.6.16.

For a fair value hedge of the interest rate exposure of a portfolio of financial assets or financial liabilities (and only for such a hedge), an entity may apply the hedge accounting requirements in IAS 39 instead of those in this Standard. In that case, the entity must also apply the specific requirements for the fair value hedge accounting for a portfolio hedge of interest rate risk and designate as the hedged item a portion that is a currency amount (paragraphs 81A, 89A and AG114-AG132 of IAS 39). hedged item in accordance with paragraphs 6.5.1-6.5.14 and B6.5.1-B6.5.28.

When the hedged item is a group of items, an entity shall comply with the additional requirements in paragraphs

6.6.1-6.6.6 and B6.6.1-B6.6.16.

For a fair value hedge of the interest rate exposure of a portfolio of financial assets or financial liabilities (and only for such a hedge), an entity may apply the hedge accounting requirements in IAS 39 instead of those in this Standard. In that case, the entity must also apply the specific requirements for the fair value hedge accounting for a portfolio hedge of interest rate risk and designate as the hedged item a portion that is a currency amount (paragraphs 81A, 89A and AG114-AG132 of IAS 39).

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Revenue comprises the fair value of the consideration received or receivable for the rendering of services in the ordinary course of the entity activities. Revenue is shown net of value-added tax (VAT), returns, rebates and discounts.

The Company recognises revenue when: control is passed, either over time or at a point in time in line with IFRS 15:32; the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the Company's activities, as described below.

(a Sales of plantation products

Proceeds from sales of plantation products are recognised in the books when significant risks and rewards of ownership have been transferred to the buyer.

(b Interest income

Interest income is recognized using the effective interest method.

(c Dividend income

Dividend income from investment is recognized when the Company's right to receive payment has been established

and is shown as 'other income'.

• Transactions and balances

  Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. The functional currency is the currency of the primary economic environment in which the Entity operates, which is the Nigerian Naira (₦).

  Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

  At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

  Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

• Influencing the business environment by being active participants in the relevant regulatory and business forums; and

• Keeping abreast of technology and consumer trends and investing capital and resources where required.

  1. Risk Management

     The primary objective of the Company's risk and financial management framework is to protect the Company's shareholders from events that hinder the sustainable achievement of financial performance objectives, including failing to exploit opportunities. The board recognizes the critical importance of having efficient and effective risk management systems in place.

     The principles that guide management on risk are:

     1. Effective balancing of risk and reward by aligning risk appetite with business strategy, diversifying risk, pricing appropriately for risk, mitigating risk through preventive and detective controls.
        
        
     2. Business decisions based on an understanding of risk as management perform rigorous assessment of risks in relationships, provision of services and other business activities.
        
        
     3. Proper focus on clients to reduce risks by knowing its clients and ensuring that the services the Company provides are suitable for and appreciated by its clients.
        
        

        The overall company focus within an appropriate risk framework is to give value to the customers through effective Ellah Lakes Plc is to produce fish and plantation products to members of the public. The company has exposure to significant risks which are categorised as follows:

        • Regulatory risk

        • Business environment risk

        • Operational risk

        • Market risk

        • Liquidity risk

          3.1

          Regulatory risk

          Regulatory risk arises from a change in regulations in any legal, taxation and accounting pronouncements or specific industry regulations that pertain to the business of the company. In order to manage this risk, the Company is an active participant on topical issues in the industry.

          1. Legal risk

             Legal risk is the risk that the company will be exposed to contractual obligations which have not been provided for. The company has a policy of ensuring all contractual obligations are documented and appropriately evidenced to agreements with the relevant parties to the contract.

          2. Taxation risk

          Taxation risk is the risk of suffering a loss, financial or otherwise, as a result of an incorrect interpretation and application of taxation legislation or due to the impact of new taxation legislation on existing products or services.

          Taxation risk occurs in the following key areas:

        • Transactional risk

        • Operational risk

        • Compliance risk

        • Financial accounting risk

          Transactional risk concerns specific transactions entered into by the company, including supplies of pigs and palm produce.

          operational risk is underlying risks of applying tax laws, regulations and decisions to the day-to-day business operations of the company.

          Compliance risk is the risk associated with meeting the company's statutory obligations.

          In managing the Company's taxation risk, management with the help of the engaged tax practitioner ensures that the Company fulfils its responsibilities under tax law in each jurisdiction which it operates, whether in relation to compliance, planning or client service matters. Tax law includes all responsibilities which the company may have in relation to company taxes, personal taxes, capital gains taxes, indirect taxes and tax administration.

        • All taxes due by the company are correctly identified, calculated, paid and accounted for in accordance with the relevant tax legislation;

        • The company continually reviews its existing operations and planned operations in this context; and

        • The company ensures that, where clients participate in company products/services, these clients are either aware of the probable tax consequences, or are advised to consult with independent professionals to assess these consequences, or both.

a.

Accounting risk

Accounting risk is the risk that the company fails to explain the current events of the business in the financial statements.

Accounting risk can arise from the failure of management to:

• Maintain proper books and records, accounting systems and to have proper accounting policies

• Establish proper internal accounting controls

• Prepare periodic financial statements that reflect an accurate financial position; and

• Be transparent and fully disclose all important and relevant matters.

Measures to control accounting risk are the use of proper accounting systems, books and records based on

proper accounting policies as well as the establishment of proper internal accounting controls. Proposed accounting changes are researched by accounting resources, and if required external resources, to identify and advise on any material impact on the company.

Operational risk

Operational risk is the risk of loss (direct or indirect) resulting from inadequate or failed internal processes, people and systems as well as from external events.

The initiation of all transactions and their administration is conducted on the foundation of segregation of duties that has been designed to ensure materially the completeness, accuracy and validity of all transactions. Appropriate and adequate controls are implemented by management while executive review of controls and systems (electronic and manual checks) are periodically carried out. There is provision for back-up facilities and contingency planning. The internal control systems and procedures are also subject to regular internal audit reviews.