Quarter 5 - financial statement for 2025

University Press Plc

Directors' Report

The Directors present their annual reports on the affairs of University Press Plc, along with the audited Financial Statements for the year ended 31st March 2025.

1. LEGAL FORM, PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

   The Company was incorporated in Nigeria on the 14th of August, 1978. A Public Limited Liability Company listed on the Nigerian Group Exchange (NGX) commenced operations in Nigeria as a branch of Oxford University Press in 1949.

   The Company's principal activity is publishing, sales and distribution of educational books and materials. The Company will carry on fulfilling its objectives as stated in its memorandum of association.

2. OPERATING RESULTS

   March 2025	March 2024
   N'000 3,402,471 619,737 (169,112) 450,626	N'000 2,632,232 (222,183) 64,460 (157,723)

   The Company's turnover increased by 29% and the profit before tax was N619.7m, a 379% increase compared with the previous year's result. Highlights of the Company's operating results for the year under review are as follows:

   Revenue

   Profit/(Loss) before tax Taxation

   Profit/(Loss)attributable to owners of the entity

3. DIVIDEND

   The Directors recommend a dividend of 15k (2024:2.5k) per ordinary share of 50 kobo each amounting

   to N64,711,422 to be paid to shareholders subject to approval at the Annual General Meeting. The proposed dividend is subject to withholding tax and is payable on 18th September 2025 to shareholders whose names appear on the Register of Members as at close of business on Friday, 22nd August 2025.

4. CORPORATE GOVERNANCE

   The Company is committed to the best practices and procedures in Corporate Governance. Its business is conducted in a fair, honest and transparent manner which conforms with the Code of Best Practices on Corporate Governance in Nigeria. Examples of the Company's compliance with these Corporate Governance requirements during the year under review includes but not limited to:

   1. Board Composition

      The Board consists of a Non-Executive Chairman, Six (6) Non-Executive Directors, and Three (3)Executive Directors, all bringing high level of competence and expertise. They are seasoned professionals and entrepreneurs with vast business management experience and credible track records. The non-executive Directors are independent of management and are free from constraints which may materially affect their judgement as Directors of the Company.

   2. Role of the Board

   The Board has the responsibility of ensuring that the company is properly managed and achieves its strategic objectives with the aim of creating sustainable long term value to the shareholders.

   Directors' Report

   University Press Plc

   
   
   

5. DIRECTORS AND THEIR INTERESTS

   The names of the Directors who served during the year and at the date of this report are as follows:

   Mr. Obafunso Ogunkeye Mr. Samuel Kolawole Arc. Ayodeji Olorunda

   Mr. Yomi Aremu Adewusi Mr. Olayinka Lawal

   Mr. Joseph B. Daudu

   HRM. Dr. Josephine Diete-Spiff Prof. Tracie Utoh-Ezeajugh

   Dr. Ganiyu A. Adebayo Mrs. Folakemi O. Bademosi

   Chairman Managing Director

   Non-Executive Director Non-Executive Director

   Non-Executive Director - Died on 11th October 2024

   Independent Non-Executive Director

   Independent Non-Executive Director Independent Non-Executive Director Executive Director (Finance) Executive Director (Publishing)

   Directors' interests in the company's issued share capital as recorded in the Register of Members and/or as notified by the Directors for the purpose of section 301 of the Companies and Allied Matters Act, 2020 and disclosed in accordance with the listing rules of the Nigerian Group Exchange (NGX) as at 2016 are as follows:

   Directors	As at 31st March 2023	As at 31st March 2024	As at 31st March 2025
   Mr Obafunso Ogunkeye	876,993	905,314	905,314
   Mr Samuel Kolawole	661,776	661,776	661,776
   Arc. Ayodeji Olorunda	168,228	168,228	168,228
   Mr Yomi A. Adewusi	324,416	324,416	324,416
   Mr. Olayinka Lawal	346,198	386,993	386,993
   Mr. Joseph B. Daudu	-	-	-
   HRM. Dr. Josephine Diete-Spiff	-	-	-
   Prof. Tracie Utoh-Ezeajugh	-	-	-
   Dr. Ganiyu A. Adebayo	217,007	217,077	217,077
   Mrs. Folakemi Bademosi	186,000	186,000	186,000

   No Director has notified the Company, for the purpose of Section 303 of the Companies and Allied Matters Act, 2020 of any declarable interest in contracts with which the Company is involved as at 31st March 2025.

   List of Directors' Shareholding as at 31st March 2025.

   Names	Direct Holdings as	Indirect Holdings as	Direct Holding as	Indirect Holdings as
   	at March 31, 2024	at March 31, 2024	at March 2025	at March 2025
   Mr Obafunso Ogunkeye	876,993	-	905,314	-
   Mr Samuel Kolawole	661,776	-	661,776	-
   Arc. Ayodeji Olorunda	168,228	-	168,228	-
   Mr Yomi A. Adewusi	324,416	-	324,416	-
   Mr. Olayinka Lawal	386,993	-	386,993	-
   Mr. Joseph B. Daudu	-	-	-	-
   HRM. Dr. Josephine Diete-Spiff	-	-	-	-
   Prof. Tracie Utoh-Ezeajugh	-	-	-	-
   Dr. Ganiyu A. Adebayo	217,077	-	217,077	-
   Mrs. Folakemi Bademosi	186,000	-	186,000	-

6. RETIREMENT BY ROTATION

   In accordance with Clause 90 of the Company's Articles of Association, Mr. Obafunso Ogunkeye, Mr. Josheph B. Duadu and Prof. Tracie Utoh-Ezeajugh will retire by rotation and being eligible, offer themselves for re-election.

7. ACQUISITION OF OWN SHARES

   The Company did not purchase any of its own shares during the year under review.

   Directors' Report

   University Press Plc

   
   
   

8. ANALYSIS OF ORDINARY SHAREHOLDINGS AS AT 31ST MARCH 2025.

   1. Analysis by Nationality

      Shareholders	2024		2025
      	No of Shares	%	No of Shares	%
      Oxford University Press, UK	60,926,796	14.12	74,026,640	17.16
      Nigerians	370,482,708	85.88	357,382,864	82.84
      	431,409,504	100	431,409,504	100

   2. Range Analysis

      Share Range	No. of Shareholders	No. of Holdings	Percentage of Shareholdings
      1 - 5,000	9,265	11,570,645 6,859,069 32,172,173 18,557,567 58,906,421 26,409,575 276,934,054	2.68 1.60 7.46 4.30 13.65 6.12 64.19
      5,001 - 10,000	936
      10,001 - 50,000	1,493
      50,001 - 100,000	257
      100,001 - 500,000	285
      500,001 - 1,000,000	38
      1,000,001 and above	49
      TOTAL	12,323	431,409,504	100.00

   3. Major Shareholdings

      According to the register of members, the following shareholders of the Company held more than 5% of the issued share capital of the Company as at 31st March 2025:

      	Holdings	% of Holding
      1. Oxford University Press, U.K.	74,026,640	17.16
      2. Awhua Resources Limited	40,155,291	9.31
      3. Dr. Lalekan Are	27,101,909	6.28
      4. Sanyaolu Jonathan Ayomitunde	23,530,724	5.45
      5. Chukwuma Ndubueze Ajene	22,007,518	5.10

      No other individuals (aside from those listed above) hold above 5% of the Company's issued and fully paid shares.

9. DONATIONS

Donations made during the year under review amounted to N1,484,000.00, details of which are stated below:

1. EMPLOYMENT AND EMPLOYEES

   1. Employees' Health, Safety and Environment

      The Company strictly observes all health and safety regulations in force within the Company's premises and employees are aware of existing regulations. Financial provision is also made for all employees in respect of transportation, housing, medical insurance and meals.

   2. People with Special Needs

      It is the Company's Policy that there is no discrimination in the consideration of applications for employment including those of physically challenged persons. All employees, whether physically challenged or not, are given equal opportunities to develop their knowledge and to qualify for promotion in furtherance of their careers.

      Directors' Report

      University Press Plc

      
      
      

   3. Employees' Involvement and Training

The Company attaches great premium to training of its staff. Staff are sponsored to attend local and overseas courses of the highest quality. For the period under review, all staff attended trainings of various types.

1. EVENT AFTER THE REPORTING PERIOD

   There are no events after the reporting period which could have had a material effect on the state of affairs of the Company, as at 31st March, 2025 and the profit for the year ended on that date, which have not been adequately provided for or disclosed in these financial statements.

2. AUDIT COMMITTEE

   In accordance with the provisions of Section 404

   (5) & (6) of the Companies and Allied Matters Act, 2020, the Audit Committee which was elected at the last Annual General Meeting comprising two (2) Non-Executive Directors and three (3) Shareholders' Representatives, functioned effectively during the year under review. The Committee was chaired by a member representing the shareholders. The functions of the Committee are as provided for in Section 404 (7) of the Companies and Allied Matters Act, 2020. The Committee met four times during the year under review.

3. AUDITORS

   PKF Professional Services (External Auditors) have indicated their willingness to continue in office as External Auditors of the Company.

   A resolution will be proposed at the Annual General Meeting to authorize the Directors to determine their remuneration.

4. LIST OF MAJOR CUSTOMERS (BOOKSELLERS/AGENTS)

IBADAN ZONE

1. Akanni Bookshop

2. Bethel Books

3. Chris Ogbolie

4. Famenoch Bookshop

5. Forward Bookshop & Stationary Stores

6. I. A. Alli

7. Lawal & Sons Bookshop

8. Mosuro, The Booksellers

9. Nightingale Bookstores

10. Ola-Ade Alowolodu

11. Sharon Rose Bookshop

12. Uncle B Stationery Centre

13. University of Ibadan Bookshop

ABA ZONE

1. C. U. Uba

2. Okwara Ughochukwu

ABEOKUTA ZONE

1. Ogunde Bookshops

2. Olaleye A. E

3. School Books Nigeria

ABUJA/MINNA ZONE

1. Himnet Bookshop

2. Pearls Book Ventures

3. Umar Bookshop

AJEGUNLE ZONE

1. CSS Bookshop, Lagos

2. E. Gavik Bookshop

3. Right Way Bookshop

4. Warith Global Services Ltd

AKURE ZONE

1. Arowolo Bookshop

2. Pastor Osarobo Iyen

3. Hope & Faith Bookshop

4. Michealian Bookshop

5. Noble Bookshop

BENIN ZONE

1. Kenjones Bookshop

ILORIN ZONE

1. Lara Bookshop

2. Alliance Bookshop

3. Monday Monday Bookshop

4. De Brown Bookshop

5. Grace Bookshop

6. Sunday Sunday Bookshop

7. Smart Education Field

KADUNA/ZARIA ZONE

1. Uba Achibi

2. Mohammed Musa

3. Habila David

KANO ZONE

1. Green Access Global International Ltd

2. Islama Finance & Investment Trust

LAGOS MAIN OFFICE ZONE

1. Abikoye Bookshop

2. Abiodun Bookshop

3. Ambra Royal Bookshop

4. Ohio Super Bookshop

5. Signal Ventures

6. The Books Company

7. Arksim Ventures

8. Bridges Bookshop

MAKURDI/JOS ZONE

1. IsaacYusuf Dawoh

2. Wilcet Bookshop

MINNA

1. K. C. Bookshop

2. Umar Bookshop

ONITSHA ZONE

1. Chief Egwu & Sons Bookshop

2. M&E Books International Limited

3. Azih A. Anthony

Directors' Report

University Press Plc

OSOGBO

1. Adelad Bookshop

2. Muttex Books & Stationery Store

3. New Era Bookshop

4. Sambest Bookshop

5. Optimist Book and Stationery Store

OWERRI ZONE

1. Okwara Ugochukwu (Agent)

PORT-HARCOURT

1. Linus Bookstore

   University Press Plc

   
   
   

   Corporate Social Responsibility

   At University Press Plc, Corporate Social Responsibility (CSR) is a key component of our business strategy as we believe that giving back to host communities is a requirement for overall development of the country and our business.

   The Corporate Social Responsibility (CSR)'s objective of the Company is to balance the shareholders' value, the welfare of employees, and contributions to the communities and environment where we operate. We ensure that our CSR projects are targeted towards the needs of the society and are sustainable. Our CSR strategy focuses on three major areas namely; community development, education and environment.

   Community Development

   We are committed to impacting positively in the communities in which we operate in order to encourage both social and economic activities therein.

   Education

   Apart from being our core business area, we recognise the importance of education to the social, political, economical and technological development of our country. We also appreciate the fact that government alone cannot meet the needs of this key sector.

   Environment

   We believe in the need to protect and restore the natural environment in which we operate.

   University Press Plc

   
   
   

   Internal Control Report

   The Internal Control system of University Press Plc is designed to ensure that material errors or inconsistencies in the financial statements are identified and corrected. It aims at ensuring that the business of the company is conducted in a profitable manner; ensure that its assets are safeguarded and that adequate records are kept for the Company's transactions.

   The Internal Control consists of control environment and control procedures. Control environment includes Board of Directors, Audit Committee, Internal Audit and Management. The control procedures on the other hand are the elements of internal control system.

   Responsibility of the Board

   The Board of Directors of the Company, University Press Plc, acknowledges the importance of the system of Internal Control in the efficient management of the Company and recognizes that it is their responsibility to maintain a sound system of internal control to safeguard the Company's assets and the shareholders' investments.

   The Board is responsible for identifying the principal business risks, ensuring the implementation of appropriate systems to manage these risks, monitoring and reviewing the adequacy and integrity of the Company's systems of internal control and management information.

   The Board has a Board Committee, Board Risk Management Committee, which performs oversight functions on the Company's Risk Management processes.

   The Board Risk Management committee is responsible for setting risk management policies that ensure that material risks inherent in the Company's business or operations are identified and mitigated or controlled.

   The Risk Management Committee reviewed extensively the internal control system of the Company and made relevant recommendations for its improvement during the year.

   Audit Committee

   The control environment of the Company's internal control system also includes the establishment of the Statutory Audit Committee.

   The Audit Committee of the Company has three representatives of shareholders and two Non-Executive Directors as members. One of the shareholders' representatives, Mr. Ayuba O. Quadri is the Chairman of the Committee. The Committee is therefore independent.

   As part of its functions, the Audit Committee reviews the existence and adequacy of the internal control system. It also reviews the findings of External Auditors on the controls and management's response to the findings.

   Quarterly, the Committee considers the internal Auditor's report and ensures the independence of both External and Internal Auditors. The Committee ensures that financial statements are prepared to comply with acceptable standards and practices.

   Internal Audit Function

   The Company has an independent Internal Audit function to support the review mechanism and assist the Audit Committee and the Board in conducting their review more effectively. Internal Audit is an independent review activity within the Company for the review of its operations as a service to the Company.

   The Internal Auditor reports quarterly to the Board of Directors and Audit Committee. He may be directed to carry out investigations into any matters that may be of interest to them.

   The existence of Internal Audit function enables the Company to continually review its operations for necessary control action.

   The Internal Auditor reports to the Chief Executive Officer, the Board and Audit Committee.

   Management Committee

   The Company's Management Committee is responsible for implementing risk and other policies set out by the Board. They are also responsible for setting internal control policies and monitoring the effectiveness of the internal control systems. They ensure that proper books of records are kept and that accounting policies are in conformity with International Financial Reporting Standards.

   They provide financial and other management information to the Board of Directors and Audit Committee to enable them assess the extent of compliance with established control procedures.

   Risk Assessment

   The Board and Management regularly assess the risks that could impact on the Company's operations including risks relating to financial reporting.

   The Management Committees meet regularly to assess the risks facing the Company in the areas of market, piracy, production or acquisition of titles, liquidity and legal or statutory.

   Internat Control Report

   University Press Plc

   
   
   

   Control Activities or Procedures

   The daily activities of the Company are governed by Internal Control procedures to ensure that the business of the Company is carried out in an orderly and efficient manner and ensure that the objectives or goals of the Company are achieved.

   The system of Internal Control is designed to provide reasonable but not absolute assurance against material mis-statements or loss. The key procedures or elements of Internal Control system include:

   • Organizational structure defining management responsibilities and hierarchy of reporting lines and accountability.

   • Physical controls defining access to the Company's non-current and current assets including the use of such assets.

   • Limit of authority and approval facilitating delegation of authority. The compliance with the limits is monitored daily by the established internal checks and Internal Audit functions.

   • There is segregation of duties. No office can initiate and conclude transactions. Jobs are also rotated from time to time to avoid over familiarity and collusion.

   • Detailed budgeting programme with annual budget approved by the Board.

   • Regular review by the Board of actual results compared with budget and forecasts.

   • Reporting to, and review by the Board of changes in legislation and practices within the publishing sector and accounting and legal developments pertinent to the Company.

   • Top Management reviews. These include:

   1. Preparation of Annual budget

   2. Preparation of Annual Sales, forecast for monthly monitoring and tracking of performance.

   3. Preparation of monthly financial statements

      for management review.

   4. Monthly Profitability Review. This involves comparing budget to actual performance and identifying reasons for variances.

   5. Weekly and periodic Internal Audit Reports eliciting control weakness to management.

   6. Quarterly Management Report to the Board

(viii) Quarterly reports to the Board eliciting the existing and potential risks facing the Company and the mitigants deployed.

Assurance and Limitation

The Board believes that the current management control, risk management framework and the review mechanism provide reasonable assurance on the effectiveness of the internal control systems of the Company. The collective business and professional experiences of the Board and the management also constitute a key element in the company's risk management systems. Nevertheless, the Board recognizes that Internal Control System should be continuously improved in line with the evolving business and operating environments.

It should also be noted that risk management systems and internal control system are only designed to manage rather than eliminate risks of failure to achieve business objectives. Therefore, these systems can only provide reasonable but not absolute assurance against material misstatements, fraud and losses.

University Press Plc

Statement of Directors' Responsibilities in Relation to the Financial Statements for the Year Ended 31 March 2025

In accordance with the provisions of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the Company at the end of the year and its profit or loss.

The responsibilities include ensuring that:

i. The Company keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act,

1. Appropriate and adequate internal controls are established to safeguard its assets and to prevent and detect fraud and other irregularities;

2. The Company prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates that are consistently applied; and

3. It is appropriate for the financial statements to be prepared on a going concern basis.

   The Directors accept responsibility for the preparation of the accompanying financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in accordance with the International Financial Reporting Standards; in compliance with the Financial Reporting Council Act 2023 (as amended) and in the manner required by the Companies and Allied Matters Act, 2020.

   The Directors are of the opinion that the accompanying financial statements give a true and fair view of the state of the financial affairs of the Company, in accordance with the International Financial Reporting Standards in compliance with the Financial Reporting Council of Nigeria Act, 2023 (as amended) and in the manner required by Companies and Allied Matters Act, 2020.

   The Directors further accept responsibility for the maintenance of adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal controls as the Directors determine is necessary to enable the preparation of fi ancial statements that are free from material misstatements whether due to fraud or error.

   The Directors have assessed 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 for at least twelve months from the date of this statement.

   Signed on behalf of the Board of Directors by:

   
   
   

   Mr. Obafunso Ogunkeye Mr. Samuel Kolawole

   Chairman MD/CEO

   FRC/2013/CITN/00000003567 FRC/2013/ICSAN/00000003248

   Dated: 18th June 2025 Dated: 18th June 2025

   University Press Plc

   
   
   

   Certification of management's assessment of internal

   control over financial reporting

We certify that:

Mr. Samuel Kolawole Dr. G. A. Adebayo

Managing Director/CEO Chief Financial Officer

FRC/2013/ICSAN/00000003248 FRC/2013/ICAN/00000003250

Annual Reports & Financial Statements 2023/2024

Dated: 18th June 2025 Dated: 18th June 2025

University Press Plc

The Chief Executive officre and the Chief Financial officer of University Press Plc have reviewed the audited financial statements and accept responsibility for the financial and other information within the annual report. The certifications and disclosures regarding the true and fair view of the financial statements as well as the effectiveness of the internal controls established in the Company are provided below:

Financial Information

1. The audited financial statements do not contain any untrue statement of a material fact or omit to state a material fact, which would make the statements misleading.

2. The audited financial statements and all other financial information included in the statements are fairly presented, in all material respects, the Company's financial condition and results of operation as of and for the period ended 31 March 2025.

Effective Internal Controls

1. Effective internal controls have been designed to ensure that material information relating to the Company is made known by the relevant staff, particularly during the period in which the audited financial statement report are being prepared.

2. The effectiveness of the Company's internal controls have been evaluated within 90 days prior to 31 March 2025.

3. The Company's internal controls are effective as of 31 March 2025.

Disclosures

1. There were no 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. Furthermore, there were no identified material weaknesses in the Company's internal control systems.

2. There were no fraud events involving Senior Management or other employees who have a significant role in the Company's internal controls.

3. There were no significant changes in internal controls or other factors that could significantly affect internal controls.

   Signed by:

   
   
   

   Dr G. A. Adebayo Mr S. Kolawole

   Executive Director (Finance) Managing Director/CEO

   FRC/2013/ICAN/00000003250 FRC/2013/ICSAN/00000003248

   18th June, 2025 18th June, 2025

   University Press Plc

   
   
   

   Report of the Audit Committee

   In accordance with the provisions of Section 404 (17) of the Companies and Allied Matters Act,2020, we, members of the Audit Committee of University Press Plc, having carried out our statutory functions under the Act, hereby report that:

   1. The accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.

   2. The scope and planning of both the External and Internal Audit programmes for the year ended 31st March, 2025 were adequate and reinforce the Company's internal control system.

   3. Having reviewed the External Auditors' findings and recommendations on management matters, we are satisfied with management responses thereon.

Finally, we acknowledge the cooperation of management and staff in the conduct of these duties.

Mr. Ayuba Quadri Olayemi FRC/2015/ICAN/00000013470

Chairman, Audit Committee

18th June, 2025

MEMBERS OF THE AUDIT COMMITTEE

1. Mr. Ayuba O. Quadri - Chairman

2. Mrs. Utere Iniobong Obot - Member

3. Mr. Folowosele Micheal Oludare - Member

4. Mr. Olayinka Lawal - Member

5. HRM (DR) Josephine A. Diete-Spiff - Member

FINANCIAL STATEMENTS

31 MARCH 2025

FINANCIAL STATEMENTS

31 MARCH 2025

UNIVERSITY PRESS PLC

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025 CORPORATE INFORMATION REGISTRATION NO.: RC:25783

BOARD OF DIRECTORS:

Mr. Obafunso Ogunkeye - Chairman

Mr. Samuel Kolawole - Managing Director.

Arc. Ayodeji Olorunda - Non-Executive Director Mr. Yomi Aremu Adewusi - Non-Executive Director

Mr. Olayinka Lawal - Non-Executive Director -Died 11/Oct/2024 Mr. Joseph B. Daudu (SAN) - Independent Non-Executive Director HRM. Dr. Josephine Diete-Spiff - Independent Non-Executive Director

Dr. Ganiyu A. Adebayo - Executive Director (Finance) Mrs Folakemi O. Bademosi - Executive Director (Publishing)

Prof. Tracie Chima Utoh-Ezeajugha - Independent Non-Executive Director

Registrar: Greenwhich Registrars & Data Solutions Limited 274, Murtala Muhammed Way

Yaba, Lagos.

REGISTERED OFFICE: Three Crowns Building

Jericho, Ibadan.

INDEPENDENT AUDITOR: PKF Professional Services

PKF House

205A Ikorodu Road Obanikoro

Lagos, Nigeria

MAIN BANKERS: Guaranty Trust Bank Plc Zenith Bank Plc

First Bank Nigeria Limited First City Monument Bank Plc Wema Bank Plc

Access Bank Plc Polaris Bank Plc Fidelity bank Plc

United Bank for Africa Plc

SOLICITORS: Michael Adeleke Esq. Chief Ladosu Ladapo (SAN) & Co

21 Joyce B Road, No. 16 Chief Ladosu Ladapo Crescent

Oke-Ado Idi-Ape, Agodi

Ibadan Ibadan

Toun Akwarandu & Co Myke Amobi Nwachuckwu & Associates Sheu Bus- Stop, Ido-Eruwa Road No. 49, Zander Street

Off Eleyele, Owerri, Imo State. Ibadan

Oyo State

i

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

In accordance with the provisions of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the Company at the end of the year and its profit or loss.

The responsibilities include ensuring that:

i. ii iii

iv

The Company keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the company and comply with the requirements of the Companies and Allied Matters Act,

Appropriate and adequate internal controls are established to safeguard its assets and to prevent and detect fraud and other irregularities;

The Company prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates that are consistently applied; and

It is appropriate for the financial statements to be prepared on a going concern basis.

The Directors accept responsibility for the preparation of the accompanying financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in accordance with the International Financial Reporting Standards; in compliance with the Financial Reporting Council Act, 2023 (as amended) and in the manner required by the Companies and Allied Matters Act, 2020.

The Directors are of the opinion that the accompanying financial statements give a true and fair view of the state of the financial affairs of the Company, in accordance with the International Financial Reporting Standards in compliance with the Financial Reporting Council of Nigeria Act, 2023 (as amended) and in the manner required by Companies and Allied Matters Act, 2020.

The Directors further accept responsibility for the maintenance of adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal controls as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatements whether due to fraud or error.

The Directors have assessed 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 for at least twelve months from the date of this statements.

Signed on behalf of the Board of Directors by:

Mr. Obafunso Ogunkeye Mr. Samuel Kolawole

Chairman MD/CEO

FRC/2013/CITN/00000003567 FRC/2013/ICSAN/00000003248

Dated: 18 June 2025 Dated: 18 June 2025

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2025

Certification of management's assessment of internal control over financial reporting

We certify that:

1. We have reviewed the 2025 Annual Report and financial statements of University Press Plc ("the company").

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, in light of the circumstances under which such statements were made, not misleading for the period covered by this report.

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations, and cash flows of the company as of 31 March 2025, presented in this report.

4. University Press Plc certifying officers:

   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 regarding University Press Plc, is made known to us by others within the entities, particularly during the period in which the 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 following generally accepted accounting principles; and

   4. Have evaluated the effectiveness of the Company's internal controls and procedures as of date within 90 days prior to the report and presented in this report our conclusion about the effectiveness of the internal controls and procedures, as of 31 March 2025 covered by this report based on such evaluation.

5. University Press Plc certifying officers have disclosed, based on our most recent evaluation of the internal control system, to the company's auditors (PKF Professional Services) and the Audit Committee that:

   1. All significant deficiencies in the design or operation of the internal control system which are reasonably likely to affect University Press Plc's ability to record, process, summarise, and report financial information; and

   2. There was no fraud, whether or not material, that involved management or other employees who have a

      significant role in the company's internal control system.

      
      
      
      
      
      

6. University Press Plc certifying officers 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 deficiencies noted.

Mr. Samuel Kolawole Dr. G. A. Adebayo

Managing Director/Chief Executive Officer Executive Director (Finance)

FRC/2013/ICSAN/00000003248 FRC/2013/ICAN/00000003250

Dated: 18 June 2025 Dated: 18 June 2025

2

STATEMENT OF COMPLIANCE

FOR THE YEAR ENDED 31 MARCH 2025

Corporate Responsibility for Financial Statement as at 31 March 2025

The Chief Executive Officer and the Chief Financial Officer of University Press Plc have reviewed the audited financial statements and accept responsibility for the financial and other information within the annual report. The certifications and disclosures regarding the true and fair view of the financial statements as well as the effectiveness of the internal control established in the Company are provided below:

Financial Information

1. The audited financial statements do not contain any untrue statement of a material fact or omit to state a material fact, which would make the statements misleading

2. The audited financial statements and all other financial information included in the statements are fairly presented, in all material respects, the company's financial condition and results of operation as of and for the period ended 31 March 2025

Effective Internal Controls

1. Effective internal controls have been designed to ensure that material information relating to the company is made known by the relevant staff, particularly during the period in which the audited financial statement report is being prepared;

2. The effectiveness of the Company's internal controls have been evaluated within 90days prior to 31 March 2025;

3. The Company's internal controls are effective as of 31 March 2025.

Disclosures

1. There were no 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. Furthermore, there were no identified material weaknesses in the Company's internal control systems;

2. There were no fraud events involving Senior Management or other employees who have a significant role in the Company's internal controls;

3. There were no significant changes in internal controls or other factors that could significantly affect internal controls.

Signed by:

Dr. G. A. Adebayo Mr. Samuel Kolawole

Executive Director (Finance) MD/CEO

FRC/2013/ICAN/00000003250 FRC/2013/ICSAN/00000003248

Dated: 18 June 2025 Dated: 18 June 2025