Updc PlcNSENG: UPDC

Quarter 1 - financial statement for 2025

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Unaudited Financial Statements for the period ended

31 March 2025





UPDC Plc

Financial Statements

For the period ended 31 March 2025 Performance Highlights

The Group

The Company

2025

2024

%

2025

2024

%

N'000

N'000

Change

N'000

N'000

Change

Revenue

2,181,052

1,301,256

68

362,405

756,583

(52)

Operating profit

345,149

94,543

(265)

(49,476)

37,306

233

Net finance cost

359,410

(10,908)

3,395

74,784

(10,908)

786

Profit before taxation

704,559

83,635

(742)

25,308

26,398

4

Taxation

(222,821)

(24,482)

(810)

(1,812)

(8,579)

79

Profit/(loss) for the year

481,738

59,153

(714)

23,496

17,819

(32)

Total comprehensive profit/(loss) for the year

548,444

(107,614)

610

90,203

(148,947)

161

Total Equity

10,033,998

9,485,552

6

1,475,013

1,384,809

7

Total equity and liabilities

30,242,379

30,988,106

(2)

10,696,450

10,532,771

2

Cash and Cash equivalents

11,381,599

11,504,698

(1)

4,477,512

4,238,385

6

Basic Earnings Per Share (Kobo)

3

0

(714)

0

0

(32)

NSE quotation as at December 31 (kobo)

297

119

297

119

Number of shares in issue ('000)

18,559,970

18,559,970

18,559,970

18,559,970

Market capitalisation as at December 31 (N'000)

55,123,111

22,086,364

55,123,111

22,086,364

UPDC Plc

Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income For the period ended 31 March 2025

The Group The Company

Notes

3 months

ended 2025

N'000

3 months

ended 2024

N'000

3 months

ended 2025

N'000

3 months

ended 2024

N'000

Revenue

Cost of sales

5 (i)

7 (i)

2,181,052

(1,378,617)

1,301,256

(648,485)

362,405

(194,983)

756,583

(532,195)

Gross profit

802,435

652,771

167,422



224,388



Selling and distribution expenses

7 (ii)

(62,738)

(48,571)

(21,474)

(20,658)

Administrative expenses

7 (iii)

(47

9,972)

(539,330)

(223,294)





(196,097)

Other Operating income

6

88,424

29,673

27,870

29,673

Credit Loss reversal/(expenses)

9

(3,000)

-

-

Operating profit

345,149

94,543

(49,476)

37,306

Finance income

8

493,574

94,599

208,948



94,599

Finance cost

8

(134,164)

(105,507)

(134,164)

(105,507)

Net finance cost

359,410

(10,908)

74,784





(10,908)

Profit before taxation

704,559

83,635

25,308

26,398

Taxation

10

(222,821)

(24,482)

(1,812)



(8,579)



Profit after Taxation for the period

481,738

59,153

23,496

17,819

Other comprehensive income:

Items not to be subsequently reclassified to profit or loss:

Net changes in fair value Gain/(loss) on financial assets

17

66,707



(166,767)

66,707



(166,767)

Total comprehensive profit/(loss) for the year

548,444

(107,614)

90,203

(148,947)

Profit/ (loss) attributable to:

265,504

216,233

27,386

31,767

23,496

-

17,819





-

Equity holders of the parent Non controlling interest

Total profit/(loss)

481,738

59,153

23,496

17,819

Total comprehensive profit/(loss) attributable to:

Equity holders of the parent

332,211

(139,381)

90,203

(148,947)

Non controlling interests

216,233

31,767



-

-

Total comprehensive profit/(loss) for the period

548,444

(107,614)

90,203

(148,947)

Earnings per share for profit/(loss) attributable to the equity holders of the group:



Basic Earnings Per Share (Kobo)

From continuing operations 12

Diluted Profit/(Loss) Per Share (Kobo)

From continuing operations 12

3

3

0

0

0

0

0

0

The notes on pages 40 to 92 are an integral part of these consolidated financial statements.

UPDC Plc

Consolidated and Separate Statement of Financial Position As at 31 March 2025







The Group The Company

Notes

31 Mar 2025

N'000

31 Dec 2024

N'000

Assets

Non-current assets

Property, plant and equipment

13

8,275,386

8,252,734

Intangible assets

14

67,011

56,302

Investments in joint ventures

16 (ii)

120,141

120,141

Equity instrument at fair value

17

733,774

667,067

Investments in subsidiaries

18

-

-

Deferred taxation assets

-

-

9,196,312

9,096,244

Current assets

Inventories

19

8,380,469

8,729,999

Trade and other receivables

20

1,136,799

1,509,964

Current tax assets

10 (i)

147,200

147,200

Cash at bank and in hand

21

11,381,599

11,504,698

21,046,067

21,891,861

Total assets

30,242,379

30,988,106

Equity

Share capital

27

9,279,985

9,279,985

Share premium

27 (i)

8,971,551

8,971,551

Fair value reserve of financial assets at FVOCI

166,767

100,060

Other reserves

-

-

Retained earnings

27 (ii)

(8,883,381)

(9,148,885)

Equity attributable to equity holders of the Company

9,534,922

9,202,710

Non controlling interest

499,076

282,842

Total equity

10,033,998

9,485,552

Liabilities

Non-current liabilities

Interest bearing Loans and Borrowings

22

3,022,763

3,022,763

Deferred taxation liabilities

26

72,537

72,537

Deferred revenue

25

-

-

3,095,300

3,095,300

Current liabilities

Trade and other payables

23

16,137,803

17,788,961

Current income tax liabilities

10

724,526

501,705

Interest bearing Loans and Borrowings

22

250,752

116,588

Dividend Payable

-

-

Deferred revenue

25

-

17,113,081

18,407,254

Liabilities of disposal group classified as held for

sale/distribution to owners

32

-

Total liabilities

20,208,381

21,502,554

Total equity and liabilities

30,242,379

30,988,106

31 Mar 2025

N'000

31 Dec 2024

N'000

67,277

61,120

4,867

5,471

119,337

119,337

733,774

667,067

1,617,207

1,617,187

-

-

2,542,462

2,470,181

952,259

1,079,068

2,577,017

2,597,935

147,200

147,200

4,477,512

4,238,385

8,153,988

8,062,588

10,696,450

10,532,770

9,279,985

9,279,985

8,971,551

8,971,551

166,767

100,060

-

(16,943,290)

(16,966,786)

1,475,013

1,384,809

-

-

1,475,013

1,384,809

3,022,763

3,022,763

72,537

72,537

-

-

3,095,300

3,095,300

5,813,979

5,878,292

61,406

57,782

250,752

116,588

-

-

-

6,126,137

6,052,662

9,221,437

9,147,962

10,696,450

10,532,771



Wole Oshin

Chairman

Odunayo Ojo

Chief Executive Officer

Grant Akata

Chief Financial Officer

FRC/2013/CIIN/00000003054

FRC/2016/NIESV/00000014322

FRC/2023/PRO/ICAN/001/146924

UPDC Plc

Consolidated Statement of Cash Flows For the period ended 31 March 2025

The Group The Company

Notes

31-Mar-25

N'000

31-Mar-24

N'000

31-Mar-25

N'000

31-Mar-24

N'000

Profit/ (loss) before tax

704,559

83,635

25,308

26,398

Adjustment for non cash items:

Depreciation 13

66,596

166,166

7,322

(3,631)

Amortization of intangible asset 14

1,513

4,787

604

(402)

Finance cost 8

134,164

105,507

134,164

34,782

Finance income 8

(493,574)

(94,599)

(208,910)

(59,430)

Assets disposal of Property, Plant and Equipment

-

-

-

Exchange (gain)/loss 6&7

3,222

(12,828)

3,222

(12,828)

Withholding tax utilized for tax 10

-

-

-

-

416,479

252,668

(38,290)

(15,112)

Changes in working capital:

Decrease/(increase) in inventories 19

349,530

(6,217)

126,809

46,547

Decrease/Increase in trade and other receivables 10(i)&20

373,165

(76,655)

20,918

(66,692)

Increase/(decrease) in trade and other payables 23

(1,651,158)

(491,989)

(64,313)

138,173

Cash flow from operating activities

(511,983)

(322,193)

45,124

102,916

Tax paid 10

-

(110,121)

1,812

(4,811)

VAT Paid

(49,649)

(42,339)

Net Cash inflow from operating activities

(511,983)

(481,963)

46,937

55,766

Cash flow from investing activities

Purchase of property, plant & equipment 13

(89,247)

-

(13,480)

-

Purchase of intangible asset 14

(12,221)

(3,790)

-

-

Dividend received 6

-

15,523

-

-

Investment in subsidiary 18

-

(5,506)

(20)

-

Cash distribution from UPDC REIT

-

-

-

-

Interest received 8

493,574

94,599

208,948

59,430

Net cash flow from investing activities

392,106

100,826

195,448

59,430

Cash flow from financing activities

Proceeds from borrowings 22

-

-

-

-

Repayment of borrowings 22

-

-

-

-

Statute barred dividend refund

-

-

-

-

Interest paid 22

-

-

-

-

Dividend paid to non-controlling

-

Net cash flow used in financing activities

-

-

-

-

Net increase/(decrease) in cash and cash equivalents

(119,878)

(381,137)

242,385

115,196

Net foreign exchange difference 6&7

(3,222)

12,828

(3,222)

12,828

Cash and cash equivalents at the beginning of the peri 21

11,504,698

4,918,009

4,238,385

4,084,412

Cash and cash equivalents at the end of the period 21

11,381,597

4,549,700

4,477,548

4,212,436

UPDC Plc

Consolidated and Separate Statement of Changes in Equity For the period ended 31 March 2025

The

Attributable to owners of the Company

Share

Capital N'000

Share

Premium N'000

Retained

earnings N'000

Other

Reserves N'000

Fair value reserve of financial assets at

FVOCI

N'000

Total N'000

Non

Controlling

interest N'000

Total N'000

Balance at 1 January 2025

9,279,985

8,971,551

(9,148,885)

-

100,060

9,202,710

282,842

9,485,553

Profit for the year

-

-

265,504

-

-

265,504

216,233

481,738

Dividend paid

-

-

-

-

-

-

-

-

Net changes in fair value of financial assets through other

comprehensive income

-

-

-

66,707

66,707

-

66,707

Balance at 31 March 2025

9,279,985

8,971,551

-

(8,883,381)

-

166,767

9,534,921

499,076

10,033,997

Balance at 1 January 2024

9,279,985

8,971,551

(9,581,075)

-

286,839

8,957,300

(121,877)

8,835,423

Profit for the year

-

-

432,190

-

-

432,190

404,719

836,909

Dividend paid

-

-

Net changes in fair value of financial assets through other

comprehensive income

-

-

-

-

(186,779)

(186,779)

(186,779)

Gain on reclassification of asset of disposal group held for

sale

-

-

Gain on revaluation of Shareholders Loan

-

-

-

Balance at 31 March 2024

9,279,985

8,971,551

-

(9,148,885)

-

100,060

9,202,710

282,842

-

9,485,552

The Company Attributable to owners of the Company

Share Capital N'000

Share Premium N'000

Revenue Reserve N'000

Other

Reserves N'000

Fair value reserve of financial assets at

FVOCI

N'000

Total N'000

Balance at 1 January 2025

9,279,985

8,971,551

(16,966,786)

-

100,060

1,384,809

Profit for the period

-

-

-

23,496

-

-

23,496

Net changes in fair value of financial assets through other comprehensive income

-

-

-

-

-

66,707

66,707

Balance at 31 March 2025

9,279,985

8,971,551

(16,943,290)

-

166,767

1,475,013

Balance at 1 January 2024

9,279,985

8,971,551

(17,252,683)

-

286,839

1,285,691

Profit for the year

-

-

-

285,897

-

-

285,897

Net changes in fair value of financial assets through other comprehensive income

-

-

-

-

(186,779)

(186,779)

Balance at 31 March 2024

9,279,985

8,971,551

(16,966,786)

-

100,060

1,384,809

The summary of significant accounting policies and notes on pages 5 to 16 are an integral part of these financial statements.

  1. General information

    UPDC Plc ('the Company') and its subsidiaries (together 'the Group') is a company incorporated in Nigeria. The Group and the Company have businesses with activities in the following principal sectors: real estate and hotel management. The address of the registered office is 1-5 Odunlami Street, Lagos.

    The Company is a public limited company and is listed on the Nigerian Stock Exchange.

    1. Securities Trading Policy

      In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule) UPDC Plc maintains effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy is regularly reviewed and updated by the Board. The Company has made specific inquiries of all the directors and other insiders and is not aware of any infringement.

    2. Management's Assessment of Internal Controls

      The management of UPDC Plc is responsible for establishing and maintaining adequate internal control over financial reporting. UPDC's internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair representation of published financial statements.

      UPDC Plc's management assessed the effectiveness of the Company's internal controls within the reporting period. Based on our assessment, we believe that as of 31 March 2025, the Group and the Company's internal control is effective. We will continue to work on further strengthening this position.

  2. Summary of Material accounting policies

    The material accounting policies applied in the preparation of these consolidated and separate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

    1. Basis of preparation

      The consolidated and separate financial statements have been prepared in accordance with IFRS Accounting Standards and IFRS Interpretations Committee (IFRSIC) interpretations applicable to companies reporting under IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), Financial Reporting Council of Nigeria (Amendment) Act 2023 and the provisions of Companies and Allied Matters Act, 2020. The consolidated and separate financial statements have been prepared under the historical cost convention except for equity instruments at fair value through other comprehensive income, which are measured at fair value. Hostorical cost is generally based on the fair value of the consideration given in exchange for the assets.

      The preparation of consolidated and separate financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the

      Group's accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the consolidated and separate financial statements are disclosed in note 4.

      The preparation of consolidated and separate financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the

      Group's accounting policies. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the consolidated and separate financial statements are disclosed in note 4.

      (All amounts are in Naira thousands unless otherwise stated)

      1. Changes in accounting policy and disclosures New and amended standards and interpretations

        The Group and the Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2024. The Group and Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

      2. Standards issued but not yet effective

        At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective

        Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates titled Lack of Exchangeability

        The amendments specify how to assess whether a currency is exchangeable, and how to determine the exchange rate when it is not.

        The amendments state that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations.

        An entity assesses whether a currency is exchangeable into another currency at a measurement date and for a specified purpose. If an entity is able to obtain no more than an insignificant amount of the other currency at the measurement date for the specified purpose, the currency is not exchangeable into the other currency. The assessment of whether a currency is exchangeable into another currency depends on an entity's ability to obtain the other currency and not on its intention or decision to do so.

        When a currency is not exchangeable into another currency at a measurement date, an entity is required to estimate the spot exchange rate at that date. An entity's objective in estimating the spot exchange rate is to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions.

        The amendments do not specify how an entity estimates the spot exchange rate to meet that objective. An entity can use an observable exchange rate without adjustment or another estimation technique. Examples of an observable exchange rate include:

        • a spot exchange rate for a purpose other than that for which an entity assesses exchangeability

        • the first exchange rate at which an entity is able to obtain the other currency for the specified purpose after exchangeability of the currency is restored (first subsequent exchange rate).

        An entity using another estimation technique may use any observable exchange rate-including rates from exchange transactions in markets or exchange mechanisms that do not create enforceable rights and obligations-and adjust that rate, as necessary, to meet the objective as set out above. When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, the entity is required to disclose information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.

        The amendments add a new appendix as an integral part of IAS 21. The appendix includes application guidance on the requirements introduced by the amendments. The amendments also add new Illustrative Examples accompanying IAS 21, which illustrate how an entity might apply some of the requirements in hypothetical situations based on the limited facts presented. In addition, the IASB made consequential amendments to IFRS 1 to align with and refer to the revised IAS 21 for assessing exchangeability. The amendments are effective for annual reporting periods beginning on or after 1 January 2025, with earlier application permitted. An entity is not permitted to apply the amendments retrospectively. Instead, an entity is required to apply the specific transition provisions included in the amendments.

        The directors of the company anticipate that the application of these amendments may have an impact on the group's consolidated financial statements in future periods.

        IFRS 18 Presentation and Disclosures in Financial Statements

        IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB

        IFRS 19 Subsidiaries without Public Accountability:

        Disclosures

        IFRS 19 permits an eligible subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements.

      3. New standards and interpretations effective in the current year

        In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

        Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures titled Supplier Finance Arrangements

        The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose information about its supplier finance arrangements that enables users of financial statements to assess the effects of those arrangements on

        the entity's liabilities and cash flows. In addition, IFRS 7 is amended to add supplier finance arrangements as an example within the requirements to disclose information about an entity's exposure to concentration of liquidity risk.

        The amendments contain specific transition provisions for the first annual reporting period in which the group applies the amendments. Under the transitional provisions an entity is not required to disclose:

        • comparative information for any reporting periods presented before the beginning of the annual reporting period in which the entity first applies those amendments

          Amendments to IAS 1 Classification of Liabilities as Current or Non-current

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

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

          Amendments to IAS 1 Presentation of Financial Statements- Non-current Liabilities with Covenants

          The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity's right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity's financial position at the reporting date that is assessed for compliance only after the reporting date).

          The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity's right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

          Amendments to IFRS 16 Leases-Lease Liability in a Sale and Leaseback

          The amendments to IFRS 16 add subsequent measurement requirements for sale and leaseback transactions that satisfy the requirements in IFRS 15 Revenue from Contracts with Customers to be accounted for as a sale. The amendments

          require the seller-lessee to determine 'lease payments' or 'revised lease payments' such that the seller-lessee does not recognise a gain or loss that relates to the right of use retained by the seller-lessee, after the commencement date.

          The amendments do not affect the gain or loss recognised by the seller-lessee relating to the partial or full termination of a lease. Without these new requirements, a seller-lessee may have recognised a gain on the right of use it retains solely because of a remeasurement of the lease liability (for example, following a lease modification or change in the lease term) applying the general requirements in IFRS 16. This could have been particularly the case in a leaseback that

    2. Consolidation

      1. Subsidiaries

        Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

        The Group and the Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group and the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

        Acquisition-related costs are expensed as incurred.

        If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re measurement are recognised in profit or loss.

        Any contingent consideration to be transferred by the Group and the Company is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

        The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the Profit or Loss.

        Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated when necessary amounts reported by subsidiaries have been adjusted to

        conform with the Group's accounting policies.

      2. Changes in ownership interests in subsidiaries without change of control

        Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

      3. Disposal of subsidiaries

        When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

      4. Associates and joint ventures

        Associates are all entities over which the Group and the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group and the Company's investment in associates includes goodwill identified on acquisition.

        If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

        The Group and the Company's share of post-acquisition profit or loss is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group and the Company's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group and the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

        The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group and the Company calculate the amount of impairment as the difference

        between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of profit/ (loss) of an associate' in the Profit or Loss.

        Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group and the Company.

        Dilution gains and losses arising on investments in associates are recognised in the Profit or Loss.

      5. Joint arrangements

      The Group has applied IFRS 11 to all joint arrangements as of 1 January 2013. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be both joint operations and joint ventures. Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group's share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

      The Group and the Company account for joint operation by treating the operation as its own operations by recognising its assets, including its share of any assets held jointly, its liabilities, including its share of any liabilities held jointly, its Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group and the Company.

    3. Segment reporting

      Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee that makes strategic decisions.

    4. Foreign currency translation

      1. Functional and presentation currency

        Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Naira (N), which is the parent and separate's functional currency.

      2. Transactions and balances

        Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

        Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within 'Administrative expenses'.

        Changes in the fair value of monetary securities denominated in foreign currency classified as fair value through other comprehensive income are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.

        Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as fair value through other income, are included in other comprehensive income.

      3. Group companies

        The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

        1. assets and liabilities for each item of Statement of Financial Position presented are translated at the closing rate at the reporting date;

        2. income and expenses for each Profit or Loss item are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

        3. all resulting exchange differences are recognised in other comprehensive income.

    5. Property, plant and equipment

      Property, plant and equipment are recorded at cost less accumulated depreciation and impairment. Land and buildings comprise mainly of retail outlets and offices as well as hotel rooms.

      Assets are stated at historical cost less accumulated depreciation and accumulated impairment losses.

      Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.

      Property, plant and equipment are depreciated on a straight line basis over the estimated useful lives of the assets. The estimated useful lives of the assets are:

      Leasehold buildings

      Plant and Machinery

      Lease terms vary from 5 to 99 years

      1. Heavy 5 to 7 years

      2. Light 3 to 5 years

      Motor Vehicles

      1. Commercial 7 to 10 years

      2. Passenger 4 to 5 years

      Furniture and Fittings 3 to 5 years

      Computer equipment 3 to 5 years

      The useful lives, residual values and methods of depreciation are reassesed at the end of each reporting period and adjusted if necessary.

      The depreciation on property, plant and equipment is recognised in profit or loss in the year in which it occurred. Depreciation begins when an asset is available for use and ceases at the earlier of the date that the asset is derecognized or classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

      An item of property and equipment is derecognized on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognized.

      Subsequent expenditure relating to an item of equipment is capitalised when it is probable that future economic benefits will flow to the entity and the cost can be measured reliably. All other subsequent expenditure is recognised as an expense in the period in which it incurred.

    6. Intangible assets

      Intangible assets acquired separately are measured on initial recognition at cost. The cost of an intangible asset acquired in a business combination is the fair value at the date of acquisition. Subsequently, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Unless internally generated costs meet the criteria for development costs eligible for capitalisation in terms of IAS 38 (refer to accounting policy on Computer Software). All internally generated intangible assets are expensed as incurred.

      The useful lives of intangible assets are either finite or indefinite. Intangible assets with finite lives are amortised over their useful lives and assessed for impairment when there is an indication that the asset may be impaired. The amortisation period and the method are reviewed at each financial year end. Changes in the expected useful life or pattern of consumption of future benefits are accounted for prospectively. Intangible assets with indefinite useful lives are not amortised but are tested annually for impairment either individually or at the cash-generating level. The useful lives are also reviewed each period to determine whether the indefinite life assessment continues to be supportable. If not, the change in useful life assessment to a finite life is accounted for prospectively.

      Computer software

      Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recogniesd as intangible assets when the following criteria are met:

      • it is technically feasible to complete the software product so that it will be available for use;

      • management intends to complete the software product and use or sell it;

      • there is an ability to use or sell the software product;

      • it can be demonstrated how the software product will generate probable future economic benefits;

      • adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and

      • the expenditure attributable to the software product during its development can be reliably measured.

      Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.

      Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

      Computer software development costs recognised as assets are amortised over their estimated useful lives, that is, 5 years or 20%.

      An intangible asset is derecognised on disposal or when no future benefits are expected from its use or disposal. The gain or loss on derecognition is the difference between any net disposal proceeds and carrying amount of the asset.

    7. Investment properties

      Properties that are held for long-term rental yields or for capital appreciation or both, and that are not occupied by the entities in the consolidated group, are classified as investment properties. Investment properties comprise mainly of commercial projects constructed and acquired with the aim of leasing out to tenants.

      Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs.

      After initial recognition, investment property is carried at fair value. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the financial statements. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.

      The Group makes use of internal and external valuation experts. Each property is valued by an external valuer annually.

      The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions.

      The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of leasehold land classified as investment property; others, including contingent rent payments, are not recognised in the financial statements.

      Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

      The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.

      Changes in fair values are recognised in profit or loss. Investment properties are derecognised when they have been disposed.

      If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.

      If an item of owner-occupied property becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss, with any remaining increase recognised in other comprehensive income and increase directly to equity in revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged in profit or loss against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss.

      Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sell, the property is transferred to inventories. A property's deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.

      Leasehold investment properties represent properties acquired under government consent for 99 years.

    8. Impairment of non-financial assets

      The carrying value of assets is reviewed for impairment at each reporting date. Assets are impaired when events or changes in circumstances indicate that their carrying value may not be recoverable. If such indication exists and where carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. Recoverable amounts are determined as the higher of fair value less costs to sell or value in use. Impairment losses and the reversal of impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.

    9. Financial Instruments-recognition and subsequent measurement

      A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

      Financial Assets Initial recognition

      Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

      The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group and Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group and Company has applied the practical expedient, the Group and Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group and Company has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to the accounting policies in Revenue from contracts with customers below.

      In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

      Fair value through OCI financial assets are non-derivatives that are either designated in this category or not classified in any other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period. These include investments in shares.

      Recognition and measurement

      Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group and Company commits to purchase or sell the asset.

      For purposes of subsequent measurement, financial assets are classified into:

      Financial assets at amortised cost (debt instruments)

      This category is the most relevant to the Group and Company. The Group and Company measures financial assets at amortised cost if both of the following conditions are met:

      • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows

      • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

        Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

        The Group and Company's financial assets at amortised cost includes trade receivables, cash and cash equivalents and related parties receivables. A financial asset recoverable within one year is classified as current asset. If not, is is

        presented as non-current asset.



        Derecognition

        A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company's statement of financial position) when:

      • The rights to receive cash flows from the asset have expired Or

      • The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.





      When the Group and Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.



      When it

      has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group and Company continue to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group and Company also recognise an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group and Company have retained.

      Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group and Company could be required to repay.

      Impairment of financial assets

      Further disclosures relating to impairment of financial assets are also provided in the following notes:

      The Group and Company recognise an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group and Company expect to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

      ECLs are recognised in three stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (i.e. stage 1 - a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (i.e. stage 2 & 3 - a lifetime ECL).

      Significant increase in credit risk

      The Group monitors all financial assets that are subject to the impairment requirements to assess whether there has been a significant increase in credit risk since initial recognition. If there has been a significant increase in credit risk the Group will measure the loss allowance based on lifetime rather than 12-month ECL. The Group's accounting policy is not to use the practical expedient that financial assets with 'low' credit risk at the reporting date are deemed not to have had a significant increase in credit risk. As a result, the Group monitors all financial assets that are subject to impairment for significant increase in credit risk.

      In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument at the reporting date based on the remaining maturity of the instrument with the risk of a default occurring that was anticipated for the remaining maturity at the current reporting date when the financial instrument was first recognised. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort, based on the Group's historical experience and expert credit assessment including forward-looking.

      Multiple economic scenarios form the basis of determining the probability of default at initial recognition and at subsequent reporting dates. Different economic scenarios will lead to a different probability of default. It is the weighting of these different scenarios that forms the basis of a weighted average probability of default that is used to determine whether credit risk has significantly increased.

      For receivables from related parties (non-trade), and short-term deposits, the Group and Company apply general approach in calculating ECLs. It is the Group and Company's policy to measure ECLs on such asset on a 12-month basis. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL.

      The Group and Company consider a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group and Company may also consider a financial asset to be in default when internal or external information indicates that the Group and Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group and Company.

      A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. This is the case when the Group determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. A write-off constitutes a derecognition event. The Group may apply enforcement activities to financial assets written off. Recoveries resulting from the Group's enforcement activities will result in impairment gains.

      Loss allowances for ECL are presented in the statement of financial position as follows:

      • for financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;

      • for debt instruments measured at FVTOCI: no loss allowance is recognised in the statement of financial position as the carrying amount is at fair value. However, the loss allowance is included as part of the revaluation amount in the investments revaluation reserve.

    10. Financial Liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group and Company's financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

Trade payables classified as financial liabilities are initially measured at fair value, and are subsequently measured at amortized cost, using the effective interest rate method. Other payables that are within the scope of IFRS 9 are subsequently measured at amortized cost.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

  1. Financial guarantee contracts

    Financial guarantees contracts are contracts that require the Group and Company to make specified payments to reimburse the holder for a loss that it incurs because a specified debtor fails to make payment when it is due in accordance

    1. Offsetting financial instruments

      Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

    2. Borrowings

      Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Profit or Loss over the period of the borrowings using the effective interest method.

      Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

    3. Inventories

      Inventories include assets held for sale in the ordinary course of business (land and homes), assets (land, homes and infrastructure, including amenities) in the production process for sale in the ordinary course of business (work in process), and materials and supplies that are consumed in production (raw materials).

      Inventories are stated at the lower of cost and estimated net realisable value. Cost comprises:

      • Historical cost (or fair valuation) of land

      • Other costs of purchase (including taxes, transport - where applicable, handling, agency etc) net of discounts received

      • Costs of production or conversion to homes, infrastructure & amenities (including fixed and variable construction overheads and the cost of services and consultants involved in the production process, projects management costs -

        including cost of supervision and internal projects management) and

      • Other costs incurred in bringing the inventories to their present location and condition

      • Capitalised borrowing costs in relation to qualifying assets

        Any write-down to NRV is recognised as an expense in the period in which the write-down occurs. Any reversal is recognised in the income statement in the period in which the reversal occurs.

        The valuation of the inventories was carried out by an independently appointed asset valuer Diya Fatimilehin & Co. - FRC/2013/NIESV/00000000754) who hold recognised relevant professional qualifications and have relevant experience in the locations and categories of the inventories valued.

    4. Cash, cash equivalents and bank overdrafts

      Cash, cash equivalents and bank overdrafts includes cash at bank and in hand plus short-term deposits less overdrafts. Short-term deposits have a maturity of less than three months from the date of acquisition. Bank overdrafts are

      repayable on demand and form an integral part of the Group and Company's cash management.

    5. Borrowing costs

      General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

      Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

      All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

    6. Provisions

      Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that the Group and Company will be required to settle that obligation and the amount has been reliably estimated.

      Provisions for restructuring costs are recognised when the Group and Company has a detailed formal plan for the restructuring that has been communicated to affected parties. Provisions are not recognised for future operating losses.

      Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

      Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

    7. Share capital

      Ordinary shares are classified as equity.

      Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

      Where any Group or Company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

    8. Current and deferred income tax

The tax for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is recognised in other comprehensive income or directly in equity, respectively.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Profit or Loss because it excludes items of income or expense that are taxable or deductible in other years and it further

excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the reporting liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date 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. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the Profit or Loss, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group and Company intend to settle its current tax liabilities on a net basis.

3.90 Employee benefits

  1. Defined contributory schemes

    The defined contribution plan the Group and Company have for its employees is statutory pension scheme.

    Pension scheme

    The Pension Reform Act of 2014 requires all companies to pay a minimum of 10% of basic salary (including housing and transport allowances) to a pension fund on behalf of all full time employees to pension fund administrator. The employees also contribute a minimum of 8% of his/her emolumets (i.e. basic, housing and transport allowances). The Company's contributions are recognised as employee benefit expenses when they are due. The Group and Company has no further payment obligation once the contributions have been paid.

    Short-term benefits

    Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. This includes salaries and wages.

    A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

    Termination benefits

    The Group recognizes termination benefits as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal dedicated plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. The Group settles termination

    benefits within twelve months and are accounted for as short-term benefits.

  2. Profit-sharing and bonus plans

The Group and Company recognise a liability and an expense for bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to the Company's shareholders after certain adjustments. The Group and

Revenue from contracts with customers

The Group and Company is in the business of acquiring, developing, selling and managing high quality, serviced commercial and residential accommodation and retail space. These contracts are divided into three revenue streams namely:

  • Sales of Goods - Sale of property stock

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group and Company expects to be entitled in exchange for those goods or services. The Group and Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in Note 4.

The Group and Company has applied IFRS 15 practical expedient to a portfolio of contracts (or performance obligations) with similar characteristics since the Group and Company reasonably expect that the accounting result will not be materially different from the result of applying the standard to the individual contracts. The Group and Company has been able to take a reasonable approach to determine the portfolios that would be representative of its types of customers and business lines. This has been used to categorise the different revenue stream detailed below.

Sale of goods - Sale of Property Stock

Revenue from Sale of Property Stock is recognised at the point in time when control of the asset is transferred to the customer, generally on transfer of the property. The normal credit term is 30 to 90 days upon transfer.

The Group and Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g., warranties). In determining the transaction price for the sale of property, the Group and Company considers the effects of variable consideration, the existence of significant financing components, noncash consideration, and consideration payable to the customer (if any).

Significant financing component

Using the practical expedient in IFRS 15, the Group and Company does not adjust the promised amount of consideration for the effects of a significant financing component since it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less. As a consequence, the Group and Company does not adjust any of the transaction prices for the time value of money.

Contract Balances:

Trade Receivables

A receivable represents the Group and Company's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

Contract Liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group and Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group and Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group and Company performs under the contract.

Leases

The Group and Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group and Company as a lessee Right-of-use assets (ROU)

Short-term leases

Group and Company as a lessor

Leases in which the Group and Company does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Dividend distribution

Dividend distribution to the Group and Company's shareholders is recognised as a liability in the Group and Company's financial statements in the period in which the dividends are approved by the Group and Company's shareholders. In respect of interim dividends these are recognised once paid.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements - Continued For the period ended 31 March 2025

  1. Material accounting judgements, estimates and assumptions
    1. Material estimates

      The preparation of the Group and the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

    2. Material judgements

In the process of applying the Group and the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements

a) Revenue from Contracts with Customers

The Group and the Company applied the following judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers:

Identifying performance obligations in a bundled sale of property and maintenance services

The Group and the Company provides planned preventive maintenance and property life cycle maintenance that are sold separately or bundled together with the sale of property to a customer. The maintenance services are a promise to transfer services in the future and are part of the negotiated exchange between the Group and the Company and the customer.

The Group and the Company determined that the property, and the maintenance services are capable of being distinct. The fact that the Group and the Company regularly sells both property, and maintenance on a stand-alone basis indicates that the customer can benefit from each of the products on their own. The Group and the Company also determined that the promises to transfer the property and to provide maintenance are distinct within the context of the contract. The property and the maintenance are not inputs to a combined item in the contract.

In addition, the property and the maintenance are not highly interdependent or highly interrelated, because the Group and the Company would be able to transfer the property even if the customer declined maintenance and would be able to provide maintenance in relation to products sold by other distributors. Consequently, the Group and the Company allocated a portion of the transaction price to the property and the maintenance service based on relative stand-alone selling prices.

Determining the timing of satisfaction of sales of property stock

The Group and the Company concluded that revenue for sales of property stock is to be recognised at a point in time; when the customer obtains control of the property. The Group and the Company assess when control is transferred using the indicators below:

  • The Group and the Company has a present right to payment for the product;

  • The customer has legal title to the product;

  • The Group and the Company has transferred physical possession of the asset and delivery note received;

  • The customer has the significant risks and rewards of ownership of the product; and

  • The customer has accepted the asset

  1. Material accounting judgements, estimates and assumptions - Continued 4.2 Material judgements - Continued Estimates and assumptions

    b. Financial Instruments

    Provision for expected credit losses of trade receivables

    The Group and the Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, and customer type).

    The provision matrix is initially based on the Group and the Company's historical observed default rates. The Group and the Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the real estate sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

    The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group and the Company's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future. The information about the ECLs on the Group and the Company's trade receivables is disclosed in Note 9 and Note 19.

    Impairment losses on intercompany receivables and short term deposits

    The measurement of impairment losses under IFRS 9 requires estimates are driven by a number of factors, changes in which can result in different levels of allowances.

    The Group and the Company's ECL calculations are outputs of general approach used by considering a number of underlying assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates include:

    • The segmentation of financial assets when their ECL is assessed on a collective basis

    • Development of ECL models, including the various formulas and the choice of inputs

    • Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels, Gross Domestic Products and inflation rate, and the effect on PDs, EADs and LGDs

    • Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models

    1. Useful lives for property, plant & equipment

      The estimation of the useful lives of assets is based on management's judgment. Any material adjustment to the estimated useful lives of property, plant and equipment will have an impact on the carrying value. See Note 13 for further details.

    2. Impairment of investments in Joint Venture

      Investment in Joint Ventures are stated at cost in the books of the Group and Company. However, where there is an objective evidence of impairment of this investment, the investment is written down to the recoverable amount. Evidence of impairment occurs where the Joint Venture incurs a loss and the Group/Company's share of loss exceeds its total investment in the Joint venture. See note 16 (ii). for details of write down in current year.

    3. Deferred tax asset

    Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors such as experience of previous tax audits and differing interpretations by the taxable entity.

    Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and the level of future taxable profits together with future tax planning strategies.

  2. Segment Analysis

The chief operating decision-maker has been identified as the Executive Committee (Exco). The Exco reviews the Company's internal reporting in order to assess performance and allocate resources.

Nigeria is the Company's primary geographical segment as the operations of the Company are entirely carried out in Nigeria. As at 31 December 2024, UPDC Plc's operations comprised two main business segments which are Property Development, Sales & Management and Hospitality Services.

Property Development, Sales & Management - UPDC Plc's main business is the acquisition, development, sales and management of high quality serviced commercial and residential properties in the Highbrow and Middle Income segments of the real estate market in Nigeria. The Company approaches property planning from the customers' perspective to create comfortable living/working environments. UPDC Facility Management Limited is a subsidiary of UPDC Plc. The Company provides facilities management services to residential and commercial properties in Nigeria. Hospitality Services - UPDC Hotels Limited, the company's subsidiary is in the hospitality industry and leverages significantly on the success of its principal promoter UPDC Plc. The hotel provides services such as sale of rooms, conference halls as well as food & beverages.

The following measures of performance are reviewed by the Exco:

  • Revenue to third parties

  • Earnings before interest and tax

  • Profit before tax

  • Net current assets

  • Property, plant and equipment

The Group

31 March,2025

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total

N'000

Total Revenue

1,813,807

367,245

2,181,052

Intergroup revenue

-

-

-

Revenue to third parties

1,813,807

367,245

2,181,052

Earnings before interest and tax

330,550

14,599

345,149

Profit before tax

689,960

14,599

704,559

Net current assets

4,838,200

(905,215)

3,932,985

Property, plant and equipment

192,948

8,082,437

8,275,386

31 March 2024

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total

N'000

Total Revenue

953,975

347,281

1,301,256

Intergroup revenue

-

-

-

Revenue to third parties

953,975

347,281

1,301,256

Earnings before interest and tax

120,876

(26,333)

-

94,543

Earnings before tax

109,967

(26,332)

-

83,635

Net current assets

5,248,596

(1,057,494)

-

4,191,102

Property, plant and equipment

79,366

8,369,185

-

8,448,551

The Company

31 March,2025

Property development sales & management

N'000

Total

N'000

Total revenue

362,405

362,405

Intergroup revenue

-

-

Revenue from third parties

362,405

362,405

Profit before interest and tax

(49,476)

(49,476)

Profit before tax

25,308

25,308

Net current assets

2,027,851

2,027,851

Property, plant and equipment

67,277

67,277

The Company

31 March 2024

Property development sales & management

N'000

Total

N'000

Total revenue

756,583

756,583

Intergroup revenue

-

-

Revenue from third parties

756,583

756,583

Earnings before interest and tax

131,905

Earnings before tax

26,398

26,398

Net current assets

3,410,129

3,410,129

Property, plant and equipment

70,854

70,854

5. Segment Analysis - Continued

Analysis of revenue by category:

31 Mar'2025

N'000

31 Mar' 2024

N'000

31 Mar'2025

N'000

31 Mar' 2024

N'000

UPDC Sale of Property Stock

316,600

752,895

316,600

752,895

Grupo Atlanta Nig Ltd

1,174,476

-

Project/ Asset Management Fee

-

3,688

45,805

3,688

UPDC Plc

1,491,076

756,583

362,405

756,583

UPDC Hotel Ltd. Revenue

367,245

347,281

-

-

Deep Horizon Inv. Ltd Sale of Property Stock

-

-

-

-

UPDC Facility Mgt Ltd. Management Surcharge Income

322,730

197,391

-

-

Group

2,181,052

1,301,256

362,405

756,583

Entity wide information

Analysis of revenue by geographical location:

31 Mar'2025

N'000

31 Mar' 2024

N'000

31 Mar'2025

N'000

31 Mar' 2024

N'000

Nigeria

2,181,052

1,301,256

362,405

756,583

  1. (i). Revenue from contracts with customers

    Disaggregated revenue information

    Set out below is the disaggregation of the Group and Company's revenue from contracts with customers:

    The Group The Company For the period ended 31 Marc 2025

    The Group

    Type of goods or service

    Property Development Sales & Management

    N'000

    Hospitality Services

    N'000

    Total

    N'000

    Sale of Property Stock

    1,491,076

    -

    1,491,076

    Share of James Pinnock Sale of Property Stock

    -

    -

    -

    Project/ Asset Management Fee

    -

    -

    -

    UPDC Hotel Ltd. Revenue

    -

    367,245

    367,245

    Deep Horizon Inv. Ltd Sale of Property Stock

    -

    -

    -

    UPDC Facility Mgt Ltd. Management Surcharge Income

    322,730

    -

    322,730

    Revenue from contracts with customers

    1,813,807

    367,245

    2,181,052

    Rental income

    -

    -

    -

    Total revenue

    1,813,807

    367,245

    2,181,052

    Geographical markets

    Within Nigeria

    1,813,807

    367,245

    2,181,052

    Outside Nigeria

    -

    -

    -

    Total revenue from contracts with customers

    1,813,807

    367,245

    2,181,052

    Rental income

    -

    -

    -

    Total revenue

    1,813,807

    367,245

    2,181,052

    Timing of revenue recognition

    Goods transferred at a point in time

    1,491,076

    -

    1,491,076

    Services transferred over time

    322,730

    367,245

    689,976

    Total revenue from contracts with customers

    1,813,807

    367,245

    2,181,052

    Rental income

    -

    -

    -

    Total revenue

    1,813,807

    367,245

    2,181,052

    For the period ended 31 Mar 2024

    The Group

    Type of goods or service

    Property Development Sales & Management

    N'000

    Hospitality Services

    N'000

    Total

    N'000

    Sale of Property Stock

    752,895

    -

    752,895

    Share of James Pinnock Sale of Property Stock

    -

    -

    -

    Project/ Asset Management Fee

    3,688

    -

    3,688

    UPDC Hotel Ltd. Revenue

    848,390

    848,390

    Deep Horizon Inv. Ltd Sale of Property Stock

    -

    -

    -

    UPDC Facility Mgt Ltd. Management Surcharge Income

    197,391

    -

    197,391

    Revenue from contracts with customers

    953,975

    848,390

    1,802,365

    Rental income

    -

    -

    -

    Total revenue

    953,975

    848,390

    1,802,365

    1. Revenue from contracts with customers - Continued
Geographical markets

Within Nigeria

953,975

848,390

1,802,365

Outside Nigeria

-

-

-

Total revenue from contracts with customers

953,975

848,390

1,802,365

Rental income

-

-

-

Total revenue

953,975

848,390

1,802,365

Timing of revenue recognition

Goods transferred at a point in time

752,895

-

752,895

Services transferred over time

201,079

848,390

1,049,469

Total revenue from contracts with customers

953,975

848,390

1,802,365

Rental income

-

-

-

Total revenue

953,975

848,390

1,802,365

For the period 31 March 2025

The Company

Type of goods or service

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total

N'000

Sale of Property Stock

316,600

-

316,600

Share of James Pinnock Sale of Property Stock

-

-

-

Project/ Asset Management Fee

45,805

-

45,805

UPDC Hotel Ltd. Revenue

-

-

-

Deep Horizon Inv. Ltd Sale of Property Stock

-

-

-

UPDC Facility Mgt Ltd. Management Surcharge Income

-

-

-

Revenue from contracts with customers

362,405

-

362,405

Rental income

-

-

-

Total revenue

362,405

-

362,405

Geographical markets

Within Nigeria

Outside Nigeria

362,405

-

-

-

-

-

362,405

-

Total revenue from contracts with customers

Rental income

362,405

-

-

-

-

-

362,405

-

Total revenue

362,405

-

-

362,405

Timing of revenue recognition

Goods transferred at a point in time

Services transferred over time

316,600

45,805

-

-

-

-

316,600

45,805

Total revenue from contracts with customers

Rental income

362,405

-

-

-

-

-

362,405

-

Total revenue

362,405

-

-

362,405

For the period ended 2024

The Company

Type of goods or service

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total

N'000

Sale of Property Stock

752,895

-

752,895

Share of James Pinnock Sale of Property Stock

-

-

-

Project/ Asset Management Fee

3,688

-

3,688

UPDC Hotel Ltd. Revenue

-

-

-

Deep Horizon Inv. Ltd Sale of Property Stock

-

-

-

UPDC Facility Mgt Ltd. Management Surcharge Income

-

-

-

Revenue from contracts with customers

756,583

-

756,583

Rental income

-

-

-

Total revenue

756,583

-

756,583

  1. Revenue from contracts with customers - Continued
Geographical markets

Within Nigeria

Outside Nigeria

756,583

-

-

-

756,583

-

Total revenue from contracts with customers

Rental income

756,583

-

-

-

756,583

-

Total revenue

756,583

-

756,583

Timing of revenue recognition

Goods transferred at a point in time

Services transferred over time

752,895

3,688

-

-

752,895

3,688

Total revenue from contracts with customers

Rental income

756,583

-

-

-

756,583

-

Total revenue

756,583

-

756,583

Performance obligations

Information about the Company's performance obligations are summarised below:

Sale of property stock

The performance obligation is satisfied upon transfer of the property which is generally due within 30 to 90 days from transfer.

The Company has applied the practical expedient in paragraph 121 of IFRS 15 and did not disclose information about remaining performance obligations that have original expected durations of one year or less.

The Group The Company

Contract balances

31 Mar'2025

N'000

31 Mar' 2024

N'000

31 Mar'2025

N'000

31 Mar' 2024

N'000

Trade receivables - Note 20

Contract liabilities - Note 24

79,606

2,754,126

385,008

2,478,520

24,995

2,434,977

43,415

2,434,177

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

In 2024, N890million (Company: N879million) was recognised as provision for expected credit losses on trade receivables (2023:N791 million for Group and N785 million for Company).

Customers deposit liabilities include advances received from customers in respect of sale of property stocks and facility management fees.

Disclosure requirements IFRS 15 - Performance Obligations Quantitative

Information about performance obligations in contracts with customer, including a description of the following:

  • When the entity typically satisfies its performance obligations (for example, upon shipment, upon delivery, as services are rendered or upon completion of service) including when performance obligations are satisfied in a bill-and-hold arrangement

  • Significant payment terms (for example, when payment is typically due, whether the contract has a significant financing component, whether the consideration amount is variable and whether the estimate of variable consideration is typically constrained)

  • The nature of the goods or services that the entity has promised to transfer, highlighting any performance obligations to arrange for another party to transfer goods or services (i.e., if the entity is acting as an agent)

  • Obligations for returns, refunds and other similar obligations

  • Types of warranties and related obligations

IFRS 15.119(a) IFRS 15.119(b) IFRS 15.119(c) IFRS 15.119(d)

Performance obligations - Tabular form

The Company's typical performance obligations include the following:

Performance Obligation

When Performance Obligation is Typically Satisfied

When Payment is Typically Due

How Standalone Selling Price is Typically Estimated

Sale of property stocks

Control of the asset is transferred to the customer, generally on delivery of the property at a point in time.

Payment is due on delivery date

Observable in contract document

Facilities management services provided to the customer

The services are satisfied over time as customers simultaneously receives and consumes the benefits provided by the Company. The Company recognizes revenue for these service contracts over time .

At the beginning of the contract period

Observable in renewal transactions

Project Development and Business Management

Allocation of the consideration and timing of the amount of revenue recognized in relation to the sales.

Within 90 days of services being performed

Observable in transactions without multiple performance obligations

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