Ellah Lakes PlcNSENG: ELLAHLAKES

Unaudited Financial Statements for 17 Months ended 31 December 2025

· Issued by Ellah Lakes Plc
ELLAH LAKES PLC

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE SEVENTEEN MONTHS ENDED

31 DECEMBER 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

1

ELLAH LAKES PLC

FINANCIAL STATEMENTS FOR THE SEVENTEEN MONTHS ENDED 31 DECEMBER, 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 seventeen months ended 31 December, 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

Chief Executive Officer

FRC/2014/CIBN/00000005906

Date:

Olushola Dehindilu

Finance Manager

FRC/2025/PRO/ICAN/001/111277

Date:

2

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 31 DEC, 2025

31 December, 2025

₦'000

31 July 2025 Audited

₦'000

Notes

Assets

Non-Current assets

Property, plant and equipment

3

Biological assets

4

Goodwill

5

Other asset

6

25,040,053

33,378

57,689

1,614,542

26,745,662

24,506,498

14,615

57,689

13,664

24,592,466

Current assets

Receivables

7

Resricted cash

Cash and cash equivalents

8

138,365

483,213

2,926,385

3,547,963

75,502

483,213

5,900,296

6,459,011

Total assets

Liabilities

Current liabilities

Trade and other payables

9

Current tax payable

13.1

Non-current liabilities

Payables to related parties

10

Directors' Loan

11

Borrowings

12.0

Deferred tax

13.2

- 8,929

7,076,000

372,262

88

7,439,420

8,279,283

- 10,738

7,076,000

447,424

88

7,512,773

8,391,029

30,293,626 31,051,476

839,293

570

839,863

877,686

570

878,256

Total liabilities

Equity

Share Capital

14

Share premium

15

Reserves

15

Deposit For Shares

Retained earnings/(loss)

Revaluation surplus

16

Total equity

1,929,087

8,203,178

710,788

2,498,641

(6,255,139)

14,927,789

22,014,343

1,929,087

8,203,178

710,788

2,498,641

(5,609,035)

14,927,789

22,660,448

Total liabilities and equity 30,293,626 31,051,476

These Group financial Statements were approved by the Board of Directors on Jan, 30 2026 and signed on it behalf by:

Mr. Chuka Mordi

Chief Executive Officer

FRC/2014/CIBN/00000005906

Date:

Olushola Dehindilu

Finance Manager

FRC/2025/PRO/ICAN/001/111277

Date:

3

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SEVENTEEN MONTHS ENDED 31 DECEMEBR, 2025

3 months ended

to December 31,

2025

3 months ended to

Decemeber, 2024

17 months to 31

December, 2025

17 months to 31

Decemeber, 2024

₦'000

₦'000

₦'000

₦'000

79,250

18,966

146,658

19,746

(15,210)

-

(16,602)

-

64,041

18,966

130,056

19,746

180,591

66

268,495

16,182

Notes

Revenue

17

Cost of sales

18

Gross profit/(loss)

Other income/(loss)

19

Administrative expenses

20

Personnel expenses

21

Finance cost

22

Depreciation

3

Gain/(loss) on foreign exchange

(412,252)

(156,497)

(1,202,884)

(506,978)

(252,657)

(214,836)

(1,190,156)

(935,592)

(10,221)

(13,925)

(66,392)

(166,576)

(1,559)

-

(6,076)

(4,806)

-

12,899

191,990

150,470

(676,689)

(372,359)

(2,273,518)

(1,463,482)

(432,058)

(353,327)

(1,874,966)

(1,427,554)

(0.11)

(0.18)

(0.60)

(0.71)

Operating profit/(loss)

Earnings per share (EPS)

4

Deposit for shares

Retained Earnings

₦'000

₦'000

2,498,641

(5,609,035)

- 214,047

(432,058)

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE SEVENTEEN MONTHS ENDED 31 DECEMBER, 2025

Share Capital

₦'000

1,929,087

-

-

1,929,087

For the period ended 31 December, 2025

At Oct 1, 2025

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

Other comprehensive income

At 31 December, 2025

For the period ended 31 July 2025

At 1 August 2024 1,376,893

Addition during the year 552,193

Profit/(loss) for the period

Share Premium

₦'000

8,203,178

Other Equity

Reserve

₦'000

710,788

Revaluation Surplus

₦'000

14,927,789

-

-

8,203,178

5,663,088

2,540,090

-

-

-

710,788

-

-

-

14,927,789

Total

₦'000

22,660,448

(214,047)

(432,058)

-

-

22,014,343

2,498,641

(6,255,139)

21,848,499

2,463,883

(1,596,347)

(11,437)

(44,151)

22,660,448

710,788 14,927,789

3127040.749

(3,957,100)

(628,400)

(1,596,347)

(11,437)

(44,151)

2,498,641

(5,609,035)

-

-

-

710,788

-

-

14,927,789

Adjustment to retained earning - -Other comprehensive income - -

At 31 July 2025 1,929,087 8,203,178

5

ELLAH LAKES PLC

CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOW

FOR THE SEVENTEEN MONTHS PERIOD ENDED 31 DECEMBER, 2025

Year to

31 December 2025

₦'000

Year to 31 July

2025

₦'000

Cashflows from operating activities

Profit/(loss) before taxation

Adjustment for:

Retained earning

Adjustment for prior PPE

Fair value gain in biological assets

Depreciation

Working capital:

Changes in biological assets

Changes in Inventory

Changes in receivables

Changes in payables

Net cash from/(used in) operating activities

Cash flows from investing activities:

Purchase of property, plant and equipment

Investment in Financial assets

Other asset

Net cash used in investing activities

(432,058) (1,596,347)

(214,047)

(350,602)

-

1,559

(995,148)

(11,437)

-

(44,151)

4,624

(1,647,311)

(18,763)

-

(62,863)

(38,393)

(120,019)

(1,115,167)

570,506

96,264

(54,882)

(444,121)

167,767

(1,479,543)

(184,512)

-

(1,600,878)

(1,785,389)

(1,649,038)

-

(1,649,038)

Cash flows from financing activities:

Inflow from shares capital

Deposit for shares

Inflow from Revaluation Surplus

Share premium

Change in short term Borrowings

Change in long term Borrowings

Change in related parties loan

Restricted cash

Net cash used in financing activities

Net increase/(decrease) in cash and cash

equivalents

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

-

(0)

-

-

(75,162)

0

1,809

-

(73,354)

(2,973,910)

5,900,296

2,926,385

552,193

(628,400)

-

2,540,090

(713,320)

(210,576)

7,055,703

189,927

8,785,618

5,657,036

243,260

5,900,296

6

ELLAH LAKES

NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE SEVENTEEN MONTHS ENDED 31 DECEMEBR, 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.

  1. Recent Events in the Company

    i.The company acquired 20% of the value of ELP Sunshine Limited being held by Ondo State Government, thereby having 100% ownership of the company now. The conversion of the equity to a long

    term lease on the 5,000 hectares of land in Ondo State has now been concluded.

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

    3. Property, plant and equipment

    FOR 17 MONTHS TO 31 DECEMEBER, 2025

    Land

    Building & Pens (WIP)

    Furniture & Fittings

    Office Equipment

    IT & Equipment

    Motor Vehicles

    Bearer plants (Oil palm)

    Plant and

    machinery (others)

    Plant and

    machinery (MILL)

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Cost:

    At OCT 1, 2025

    22,647,000

    410,616

    4,846

    5,000

    24,202

    160,109

    926,531

    17,337

    682,241

    24,877,882

    Additions

    -

    100,167

    1,290

    756

    -

    -

    43,993

    1,000

    37,306

    184,512

    Disposal

    -

    At 31 DECEMBER, 2025

    22,647,000

    510,783

    6,136

    5,756

    24,202

    160,109

    970,523

    18,337

    719,547

    25,062,393

    Depreciation:

    At OCT 1, 2025

    -

    -

    30

    1,167

    2,765

    10,839

    -

    5,980

    -

    20,781

    Charge for the period

    -

    0

    7

    250

    119

    495

    -

    688

    1,559

    Reclassification

    On Disposal

    -

    -

    -

    -

    At 31 DECEMEBR, 2025

    -

    -

    37

    1,417

    2,884

    11,334

    -

    6,668

    -

    22,340

    Net Book Value at 31 Dec 2025

    22,647,000

    510,783

    6,099

    4,339

    21,317

    148,775

    970,523

    11,669

    719,547

    25,040,053

    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

    0

    18,881

    36,109

    1,107,884

    0

    695,521

    24,526,698

    Depreciation:

    At 1 Aug 2024

    -

    4,841

    0

    0

    2,208

    8,527

    -

    -

    -

    Charge for the period

    -

    1,139

    26

    1,477

    1,981

    On Disposal

    -

    -

    -

    -

    At 31 Jul 2025

    -

    5,980

    26

    -

    3,685

    10,509

    -

    -

    -

    15,577

    4,624

    -

    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

    7

    4

    Biological assets

    17-months period as at 31 December, 2025

    Palm Plantations

    Livestock

    Others

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Cost:

    Balance at 1 Oct 2025

    Additions

    Balance at 31 Dec., 2025

    Amortisation/depreciation:

    Balance brought forward

    Charge for the period

    on disposal

    Balance carried forward

    Carrying Cost at 31 December, 2025

    31 Jul 2025 Audited

    Cost:

    Balance 1 August 2024

    Additions

    Disposal

    Balance 31 Jul 2025

    Amortisation/depreciation:

    Balance brought forward

    Charge for the period

    on disposal

    Balance carried forward

    Carrying Cost at 31 July 2025

    5

    Goodwill

    Goodwill on acquisition

    6

    Other assets

    Others

    New Project preaquisition cost

    -

    -

    33,378

    -

    33,378

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    33,378

    -

    33,378

    485,169

    19,410

    80,542

    585,121

    -

    14,615

    14,615

    - 485,169

    - 19,410

    - 80,542

    (585,121)

    -

    14,615

    -

    14,615

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    -

    14,615

    -

    14,615

    17 months to 31

    Dec., 2025

    ₦'000

    31 Jul 2025

    Audited

    ₦'000

    33,378

    -

    33,378

    -

    57,689

    57,689

    57,689

    57,689

    73,582

    1,540,960

    1,614,542

    13,664

    -

    13,664

    8

    17 -Month to 31

    December, 2025

    ₦'000

    31 July 2025 -Audited

    ₦'000

    7

    Receivables

    Prepaid Expenses

    Others

    Prepaid fueling

    71,261

    57,372

    65,083

    18,130

    2,022

    -

    138,365

    75,502

    Resricted cash- DSRA

    This represents deposit made solely for principal

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

    Cash and cash equivalents

    Short term deposits

    Cash at Bank (Naira Account)

    Cash at Bank (Dom Accounts) i

    Cash in hand

    483,213 483,213

    8

    900,000

    -

    1,575,723

    5,900,138

    450,556

    -

    106

    157

    2,926,385

    5,900,296

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

9

Trade & Other Payables

Trade payable

Other Current Liabilities

5,683 5,683

833,609 872,002

839,293 877,686

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)

372,262 447,424

372,262 447,424

12.1

Non-Current

Secured Borrowing:

CBN/FCMB

372,262 447,424

372,262 447,424

9

17 Months to 31

December, 2025

₦'000

12 Months to 31

July 2025

₦'000

13

Taxation

Current tax (13.1)

Deferred tax (13.2)

-

570

-

-

-

570

13.1

Current tax payable

At 1 August

Tax for the period:

Income tax

Education tax

Payment

570 570

-

-

-

-

-

-

570

570

13.2

Deferred tax

At 1 August

Arising/(reversing) during the period

At 31 Oct

88

88

-

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

Other reserves

Deposit for shares

8,203,178

8,203,178

710,788

710,788

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

10

3 months ended

December, 2025

₦'000

12 months to 31

July 2025

₦'000

17

Revenue

Sales

79,250 67,104

79,250 67,104

18

Cost of sales

Goods

15,210 1,115

15,210 1,115

19

Other income

Other income

Interest Received

8,749 11,668

171,842 26,974

180,591 38,642

19B

Gain on foreign exchange

- 191,990

20

Administrative expenses

Bank charges

Audit fee

Professional and legal fees

Regulatory charges and penalty

Advertisement

Telecommunication and postage

Maintenance costs

Printing and stationeries

Travels and hotel accommodation

IT and internet

Fuel

Meetings and Entertainment

Corporate Social Service

Medical Expenses

Motor Vehicles expenses

Dues and Subscription

Rents

Insurance

Security Expenses

Livestock expenses

Other expenses (Public offer expenses etc)

1,524

4,629

1,613

11,825

46,090

153,607

24,592

23

1,970

4,745

118

412

3,969

10,057

338

3,728

13,453

185,560

5,811

3,434

15,060

35,475

-

10,487

19,262

17,773

752

1,103

4,112

157

9,628

15,827

5,026

36,643

8,431

14,111

7,065

37,794

16,792

113,807

226,647

5,578

412,252

666,773

21

Personnel Expenses

Salaries and wages

Wages

Pension

222,187

720,947

13,557

65,174

16,913

-

252,657

786,121

22

Finance costs

Interests

10,221 51,471

10,221 51,471

11

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.

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