Quarter 1 - financial statement for 2026

Financial Highlights

-

2

Consolidated Statement of Comprehensive Income

-

3

Consolidated Statement of Financial Position

-

4

Consolidated Statement of Cash Flows

-

5

Consolidated Statement of Changes in Equity

-

6

Notes to unaudited Consolidated Financial Statements

-

7-31

Shareholding Structure/Free Float Status

-

32

2026

N'000

2025

N'000

%

Change

2026

N'000

2025

N'000

%

Change

Revenue

2,659,624

2,181,052

22

367,525

362,405

1

Operating profit/(loss)

218,198

345,147

(37)

(210,613)

(49,477)

326

Net finance Income

285,111

359,410

(21)

(224,387)

74,784

(400)

Profit /(loss) before taxation

503,309

704,557

(29)

(435,000)

25,307

(1,819)

Taxation

(100,662)

(222,821)

55

(9,938)

(1,812)

(448)

Total comprehensive profit/(loss) for the period

415,988

548,443

(24)

(431,597)

90,201

(578)

Total Equity

11,867,556

11,451,569

4

592,429

1,024,027

(42)

Total equity and liabilities

30,371,508

29,989,374

1

13,569,566

13,327,167

2

Cash and Cash equivalents

10,652,074

10,197,862

4

642,557

1,612,225

(60)

Basic Earnings Per Share (Kobo)

2

3

(16)

(2)

-

-

NSE quotation as at March 31 (kobo)

525

159

230

525

159

230

Number of shares in issue ('000)

18,559,970

18,559,970

18,559,970

18,559,970

Market capitalisation as at March 31 (N'000)

97,439,843

29,510,352

97,439,843

29,510,352

UPDC Plc

Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income

For the period ended 31 March 2026

Notes

2026

2025

2026

2025

N'000

N'000

N'000

N'000

Revenue

5

2,659,624

2,181,052

367,525

362,405

Cost of sales

7(i)

(1,823,034)

(1,378,617)

(181,599)

(194,984)

Gross profit

836,590

802,435

185,926

167,421

Selling and distribution expenses

7 (ii)

(47,055)

(62,738)

(39,028)

(21,474)

Administrative expenses

7 (iii)

(679,606)

(479,973)

(372,846)

(223,294)

Other Operating income

6

111,270

88,424

15,335

27,870

Credit loss expenses

9

(3,000)

(3,000)

-

-

Operating profit/(loss)

218,198

345,147

(210,613)

(49,477)

Finance income

8

374,551

493,574

37,052

208,948

Finance cost

8

(89,440)

(134,164)

(261,439)

(134,164)

Net finance income

285,111

359,410

(224,387)

74,784

Profit /(loss) before taxation

503,309

704,557

(435,000)

25,307

Taxation

10

(100,662)

(222,821)

(9,938)

(1,812)

Profit/(loss) after Taxation

402,647

481,736

(444,938)

23,495

Other comprehensive income:

13,341

66,707

13,341

66,707

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

16

Total comprehensive profit/(loss) for the period

415,988

548,443

(431,597)

90,201

Profit/(loss) attributable to:

Equity holders of the parent

39,702

77,017

(444,938)

23,495

Non controlling interest

362,945

404,719

-

-

Total profit

402,647

481,735

(444,938)

23,495

Total comprehensive profit attributable to:

Equity holders of the parent

53,043

143,723

(431,597)

90,201

Non controlling interests*

362,945

404,719

-

-

Total comprehensive profit for the period

415,988

548,443

(431,597)

90,201

Earnings per share for profit attributable to the equity

holders of the group:

Basic Earnings Per Share (Kobo)

From continuing operations

2

3

(2)

-

Diluted Profit Per Share (Kobo)

From continuing operations

2

3

(2)

-

The accompanying notes and accounting policies on pages 7 to 31 form an integral part of these consolidated.

and separate financial statements

Notes

31 March

2026

N'000

31 December

2025

N'000

31 March

2026

N'000

31 December

2025

N'000

Assets

Non-current assets

Property, plant and equipment

13

8,395,142

8,450,096

230,362

240,213

Intangible assets

14

70,875

74,680

2,453

3,056

Investments in joint ventures

15

112,182

112,182

111,378

111,378

Equity instrument at fair value

16

933,895

920,552

933,895

920,552

Investments in subsidiaries

17

-

-

1,617,207

1,617,207

9,512,093

9,557,510

2,895,294

2,892,407

Current assets

Inventories

18

2,046,201

3,219,099

891,739

888,905

Trade and other receivables

19

7,834,012

6,687,775

8,928,625

7,722,279

Current tax assets

10 (i)

327,127

327,127

211,350

211,350

Cash and cash equivalents

20

10,652,074

10,197,862

642,557

1,612,225

20,859,414

20,431,863

10,674,271

10,434,759

Total assets

30,371,508

29,989,374

13,569,566

13,327,167

Equity

Share capital

25

9,279,985

9,279,985

9,279,985

9,279,985

Share premium

25 (i)

8,971,551

8,971,551

8,971,551

8,971,551

Fair value reserve of financial assets at FVOCI

25 (iii)

246,682

233,341

246,682

233,341

Retained earnings

25 (ii)

(8,320,166)

(8,359,868)

(17,905,789)

(17,460,850)

Equity attributable to equity holders of the Company

10,178,052

10,125,009

592,429

1,024,027

Non controlling interest

1,689,504

1,326,560

-

-

Total equity

11,867,556

11,451,569

592,429

1,024,027

Liabilities

Non-current liabilities

Interest bearing Loans and Borrowings

21

2,015,168

2,015,168

5,502,925

5,502,925

Deferred taxation liabilities

24

207,144

207,144

192,743

192,743

2,222,312

2,222,312

5,695,668

5,695,668

Current liabilities

Trade and other payables

22

14,741,243

14,965,201

6,784,403

6,381,786

Current income tax liabilities

10

1,371,917

1,271,255

97,344

87,406

Interest bearing Loans and Borrowings

21

168,478

79,038

399,722

138,282

16,281,638

16,315,494

7,281,469

6,607,473

Total liabilities

18,503,951

18,537,806

12,977,137

12,303,141

Total equity and liabilities

30,371,508

29,989,374

13,569,566

13,327,167

Wole Oshin

Chairman

Odunayo Ojo

Chief Executive Officer

Francis Falola

Chief Financial Officer

FRC/2013/PRO/FORM CO7/003/00000003054

FRC/2016/NIESV/00000014322

FRC/2025/PRO/ICAN/001/105473

Notes

2026

N'000

2025

N'000

2026

N'000

2025

N'000

Profit before tax

503,309

3,245,396

(435,000)

(268,713)

Adjustment for non cash items:

Depreciation

13

82,724

316,858

15,491

55,689

Amortization of intangible asset

14

3,804

8,666

604

2,414

Share of loss from investment in Joint Venture

6

-

7,959

-

7,959

Investment income

6

-

(62,678)

-

(62,678)

Finance cost

8

89,440

461,659

261,439

520,903

Finance income

8

(374,551)

(2,328,997)

(37,052)

(528,352)

Exchange gains

6

2,992

11,376

1,454

1,342

307,718

1,660,240

(193,065)

(271,436)

Changes in working capital:

Decrease/(increase) in inventories

18

1,172,898

5,510,900

(2,834)

190,163

(Increase)/decrease in trade and other receivables

19

(1,146,237)

(5,357,736)

(1,206,346)

(5,188,494)

(Decrease)/increase in trade and other payables

22

(223,958)

(2,823,760)

402,617

503,494

Cash flow from operating activities

110,421

(1,010,356)

(999,628)

(4,766,272)

Tax paid

10

-

(443,112)

-

(10,127)

Net cash (outflow)/inflow from operating activities

110,421

(1,453,469)

(999,628)

(4,776,399)

Cash flow from investing activities

Purchase of property, plant & equipment

13

(27,770)

(514,220)

(5,640)

(234,783)

Purchase of intangible asset

14

-

(27,044)

-

-

Dividend received

6

-

62,678

-

62,678

Investment in subsidiary

17

-

-

-

(20)

Interest received

8

374,551

2,328,997

37,052

528,352

Net cash flow from investing activities

346,781

1,850,412

31,412

356,227

Cash flow from financing activities

Repayment of borrowings

21

-

(1,007,606)

-

(1,007,606)

Addition to borrowing

-

-

-

3,487,757

Interest paid

21

-

(499,196)

-

(499,196)

Dividend paid

-

(185,600)

-

(185,600)

Net cash (outflows)/inflow from financing activities

-

(1,692,402)

-

1,795,355

Net increase in cash and cash equivalents

457,202

(1,295,458)

(968,216)

(2,624,818)

Effect of foreign exchange gains

6

(2,992)

(11,376)

(1,454)

(1,342)

Cash and cash equivalents at the beginning of the period

20

10,197,863

11,504,698

1,612,226

4,238,385

Cash and cash equivalents for the period

20

10,652,072

10,197,863

642,555

1,612,226

Attributable to owners of the Company

Non-Controlling

Share

Capital N'000

Share

Premium N'000

Retained

earnings 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 2026

9,279,985

8,971,551

(8,359,868)

233,341

10,125,009

1,326,560

11,451,569

Profit for the period

-

-

39,702

-

39,702

362,945

402,647

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

-

-

-

13,341

13,341

-

13,341

Dividend paid

-

-

-

-

-

-

-

Balance at 31 March 2026

9,279,985

8,971,551

(8,320,166)

246,682

10,178,052

1,689,504

11,867,557

Balance at 1 January 2025

9,279,985

8,971,551

(9,148,885)

100,060

9,202,711

282,842

9,485,553

Profit for the period

-

-

974,617

-

974,617

1,043,718

2,018,334

Dividend paid

-

-

(185,600)

(185,600)

(185,600)

Net changes in fair value of financial assets through other

comprehensive income

-

-

-

133,281

133,281

-

133,281

Balance at 31 March 2025

9,279,985

8,971,551

(8,359,868)

233,341

10,125,009

1,326,560

11,451,569

Attributable to owners of the Company

Share Capital

N'000

Share Premium

N'000

Revenue Reserve

N'000

Fair value reserve of financial assets

at FVOCI

N'000

Total N'000

Balance at 1 January 2026

9,279,985

8,971,551

(17,460,850)

233,341

1,024,027

Dividend paid

-

-

-

Profit for the year

-

-

(444,938)

-

(444,938)

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

-

-

-

13,341

13,341

Balance at 31 March 2026

9,279,985

8,971,551

(17,905,789)

246,682

592,429

Balance at 1 January 2025

9,279,985

8,971,551

(16,966,787)

100,060

1,384,809

Profit for the period

-

-

(308,464)

-

(308,464)

Net changes in fair value of financial assets through other

comprehensive income

-

-

-

133,281

133,281

Dividend paid

(185,600)

(185,600)

Loan from equity holder*

-

-

-

-

-

Balance at 31 March 2025

9,279,985

8,971,551

(17,460,850)

233,341

1,024,029

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

1.

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.

1.1

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.

1.2

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.

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.

2.1

Changes in accounting policy and disclosures

2.1.1

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 effective January 1, 2025

Under IAS 21 The Effects of Changes in Foreign Exchange Rates, a company uses a spot exchange rate when translating a foreign currency transaction. However, in rare cases, it is possible that one currency cannot be exchanged into another. This lack of exchangeability might arise when a government imposes controls on capital imports and exports, for example, or when it provides an official exchange rate but limits the volume of foreign currency transactions that can be undertaken at that rate. Consequently, market participants are unable to buy and sell currency to meet their needs at the official exchange rate and turn instead to unofficial, parallel markets.

Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These disclosures might include:

The amendments specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements and the aim of the amendments therefore is to improve the information companies provide about long-term debt with covenants.

• The nature and financial impacts of the currency not being exchangeable;

• The spot exchange rate used;

• The estimation process; and

• Risk to the company because the currency is not exchangeable

The adoption of this amendment did not affect the group's previously reported financial results significantly, disclosures or

accounting policies and did not impact the group's results materially upon transition.

Amendment to IAS 7 and IFRS accounting standards 17 (Supplier Finance Agreements)

The amendments introduce new disclosures relating to supplier finance arrangements that assist users of the financial statements to assess the effects of these arrangemens on an entity's liabilities and cash flows and on an entity's exposure to liquidity risk.

The adoption of this amendment did not affect the group's previously reported financial results significantly, disclosures or

accounting policies and did not impact the group's results materially upon transition.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

2.1.2

Standards and interpretations issued/amended but not yet effected/effective

Other standards issued/amended by the IASB but yet to be effective are outlined below:

i

Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 finanacial instruments

and IFRS 7 financial instruments: Disclosure effective January 1, 2026

The amendments introduce an additional Solely Payments of Principal and Interest (SPPI) test for financial assets with contingent

features that are not related directly to a change in basic lending risks or costs - e.g. where the cash flows change depending on whether the borrower meets an Environmental, Social, and Governance (ESG) target specified in the loan contract.

ii

IFRS 18 Presentation and Disclosure in Financial Statements effective January 1, 2027

IFRS 18 replaces IAS 1 Presentation of Financial Statements. and IFRS 18 defines management performance measures (MPMs); these measures are currently commonly known as non-GAAP measures, alternative performance measures (APMs) or key performance indicators (KPIs). IFRS 18 affects all companies, bringing significant changes to how you present your income statement and what information you need to disclose, and making certain 'non-GAAP' measures part of your audited financial statements for the first time. You'll see three new categories of income and expenses, two defined income statement subtotals and one single note on management-defined performance measures.

IFRS 18 reshapes how financial results are presented, introducing new mandated subtotals like operating profit, stricter classification of income and expenses, and audited disclosure of management-defined performance measures. It requires more detailed note disclosures and alignment across the profit or loss and cash flow statements. Although it does not change net profit, it must be applied retrospectively, meaning comparatives must be restated and internal reporting systems, chart of accounts, and controls must be updated to support the new structure.

To provide investors with better insight into financial performance, the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes.

Companies are discouraged from labelling items as 'other' and will now be required to disclose more information if they continue to do so.

iii

IFRS 19 Subsidiaries without Public Accountability: Disclosures effective January 1, 2027

The IASB intends to update IFRS 19 on an ongoing basis as new or amended disclosure requirements in IFRS Accounting Standards are issued.Because of the timing of IFRS 19's publication, disclosure requirements in new or amended IFRS Accounting Standards issued between 28 February 2021 and May 2024 were included in IFRS 19 without reductions. The IASB issued a 'catch-up' exposure draft in July 2024 to consult on reducing the disclosure requirements for the relevant standards issued in this period, most notably

IFRS 18 Presentation and Disclosure in Financial Statements.

iv

Other annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7

The IASB's amendments remove the conflict between IFRS 9 and IFRS 15 over the amount at which a trade receivable is initially measured. Under IFRS 15, a trade receivable may be recognised at an amount that differs from the transaction price - e.g. when the transaction price is variable. Conversely, IFRS 9 requires that companies initially measure trade receivables without a significant financing component at the transaction price. The IASB has amended IFRS 9 to require companies to initially measure a trade receivable without a significant financing component at the amount determined by applying IFRS 15. Other amendments include derecognising lease liabilities If a lease liability is derecognised, then the derecognition is accounted for under IFRS 9. However, when a lease liability is modified, the modification is accounted for under IFRS 16 Leases. The IASB's amendment states that when lease liabilities are derecognised under IFRS 9, the difference between the carrying amount and the consideration paid is recognised in profit or loss.

However, the amendment does not address how to distinguish between derecognition and modification of a lease liability. The IASB has indicated that it may consider this issue as part of a future project.

2.2

Consolidation

(a) 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.

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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

(b) 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.

(c) 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.

(d) 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.

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

(e) 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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

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 revenue from the sale of the output by the joint operation, its share of revenue from the sale of the output by the joint operation, its expenses, including its share of any expenses incurred jointly.

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.

2.3

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. Please refer to note 5 for additional information.

2.4

Foreign currency translation

(a) 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.

(b) 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.

2.5

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:

Lea

Lease terms vary from 5 to 99 years

Plant and Machinery

a) Heavy

5 to 7 years

b) Light

3 to 5 years

Motor Vehicles

a) Commercial

7 to 10 years

b) Passenger

4 to 5 years

Furniture and Fittings

3 to 5 years

Computer equipment

3 to 5 years

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

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

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.

2.6

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

- 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.

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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

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.

2.8

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.

2.9

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.

Other than equity instruments designated at fair value through other comprehensive income, 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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

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

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:

• Disclosures for significant assumptions Note 4.1b

• Trade receivables and other financial assets Note 19

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

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

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

2.10

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.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or

2.11

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 with the terms of the debt instrument. Such financial guarantees are given on behalf of debtors to secure loans.

The fair value of a financial guarantee contract is calculated as the present value of the difference between the net contractual cash flows required under a debt instrument, and the net contractual cash flows that would have been required without the guarantee. Cost incurred on financial guarantee contracts is usually expensed and reported in the Statement of Profit or Loss where no asset is

recoverable in the course.

2.12

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.

2.13

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.

2.14

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.

2.15

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.

2.16

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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

2.17

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.

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.

2.19

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 other assets and liabilities in a transaction that affects neither the tax profit

nor the accounting profit.

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

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.

2.20

Employee benefits

(a) 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.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

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.

(b) 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 Company recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

2.21

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

• Hotel Management services: Sale of rooms, conference halls as well as food & beverages.

• Facilities management services provided to the customer: Rendering of services - Management fees and service charge surcharge

• Advisory services- Reseach, Properties and Assets management, lease management, development management services

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).

Management surcharge income

Management surcharge income represents fees charged to customers for administrative, documentation, or estate management services associated with property sales. This includes documentation/processing fees, legal/administrative charges, estate infrastructure or service fees. Management surcharge income is recognised when the related performance

obligation is satisfied, i.e., when the company transfers the related service to the customer.

Project or Facilities management services fee

The revenue generated by the company is primarily derived from the management of building properties both commercial and residential building properties. Commercial properties are properties constructed for business activities while Residential properties as described by the client are properties constructed for non-business activity motives. A "management fee" is charged on the estates for the services provided by the company. The management fee charged is a function of the total cost incurred by an estate for a particular month.

Business Management Fees

Business Management Fees are fees earned from provision of financial services support, legal support services, internal control & audit support services, Information Technology support services. The fee is earned and recognised at the point in time when the

other party had enjoyed the services and invoice is raised to that effect.

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.

Cost of sales

Cost of sales represents the direct costs attributable to properties sold during the period. Cost of sales includes all costs directly related to the acquisition, development, and construction of properties sold, including land acquisition cost (purchase price, legal fees, title registration. Cost of sales is recognised in profit or loss when the related revenue is recognised, in accordance with IFRS 15. For completed property sales (point-in-time recognition). Cost is recognised when control of the property is transferred to the buyer

i.e., handover or legal title transfer).

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

Other operating income

Other operating income represents income earned from activities that are incidental to the Company's core operations of property development and sale but arise from ordinary business activities. Other operating income is recognised in profit or loss when it is probable that economic benefits will flow to the Company and the amount can be measured reliably, in accordance with the relevant IFRS standards. Components of Other Operating Income include project supervision fees, commission from sales of third party

properties, branding and other supervision fees.

Finance income and Finance cost

Finance income represents income earned from financial assets and financing activities, not from core property sales. Finance income is recognised using the effective interest rate (EIR) method, which allocates income over the relevant period to achieve a constant periodic return. Finance income includes interest income on Bank deposits, Call accounts and fixed deposits, Loans to staff. Finance costs represent costs incurred in obtaining financing for operations and property development. Finance costs are recognised using the effective interest rate method, except where capitalisation applies. Finance costs include Interest on Bank loans and overdrafts, Project financing facilities, and amortisation of loan transaction costs.

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

The Group and Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group and Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets (ROU)

The Group and Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the Group and Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (s) Impairment of non-financial assets. The Group and Company has no right of use asset at the end of the year.

Short-term leases

The Group and Company applies the short-term lease recognition (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases (office rent) are recognised as expense on a straight-line basis over the lease term.

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

For the period ended 31 March 2026

4.

Material accounting judgements, estimates and assumptions (Cont.)

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

b) 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.

c) 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 15 (ii). for details of write down in current year.

d) 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.

31 March 2026

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total

N'000

Total Revenue

2,213,438

446,186

2,659,624

Intergroup revenue

-

-

-

Revenue to third parties

2,213,438

446,186

2,659,624

Earnings before interest and tax

89,551

128,647

218,198

Profit before tax

374,661

128,647

503,309

Net current asset/(liability)

5,299,468

(721,692)

4,577,776

Property, plant and equipment

325,684

8,069,458

8,395,142

31 March 2025

Property Development Sales & Management

N'000

Hospitality Services

N'000

Total Revenue

1,813,807

367,245

Intergroup revenue

-

-

Revenue to third parties

1,813,807

367,245

Earnings before interest and tax

330,550

14,599

Profit /(loss) before tax

689,960

14,599

Net current asset/(liability)

4,838,200

(905,215)

Property, plant and equipment

192,948

8,082,437

31 March 2026

Property development sales & management

N'000

Total N'000

Total revenue

367,525

367,525

Intergroup revenue

-

-

Revenue from third parties

367,525

367,525

Loss before interest and tax

(210,613)

(210,613)

Loss before tax

(435,000)

(435,000)

Net current assets

3,392,802

3,392,802

Property, plant and equipment

230,362

230,362

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

Earnings before interest and tax

(49,477)

(49,477)

Earnings before tax

25,307

25,307

Net current assets

3,827,286

3,827,286

Property, plant and equipment

240,213

240,213

Analysis of revenue by category:

2026

N'000

2025

N'000

UPDC Sale of Property Stock

-

316,600

Prperties/ Assets Management Fees

28,731

-

Development Mgt Fee Smart City

19,500

-

Project Dev. Mgt Fees

Business Management Fees

-

-

48,231

316,600

Grupo Atlanta Sale of Property Stock

1,820,144

1,174,476

UPDC Hotel Ltd. Revenue

446,186

367,245

UPDC Facility Mgt Ltd. Management Surcharge Income

345,063

322,730

Group

2,659,624

2,181,052

2026

N'000

2025

N'000

-

316,600

28,731

45,805

19,500

-

46,272

273,022

-

367,525

362,405

-

-

-

-

-

-

367,525

362,405

UPDC Plc

Notes to the Consolidated and Separate Financial Statements For the period ended 31 March 2026

Analysis of revenue by geographical location:

N'000

N'000

N'000

N'000

Nigeria

2,659,624

2,181,052

367,525

362,405

Key management personnel compensation:

31 March

2026

N'000

31 March

2025

N'000

31 March 2026

N'000

31 March

2025

N'000

Short term benefit

Post employment benefits

271,508

16,676

233,461

10,416

164,995

12,798

141,874

7,994

288,184

243,877

177,793

149,868

Directors' emoluments:

Fees

3,400

3,400

3,400

3,400

Other emoluments

115,509

121,830

115,509

121,830

3,000

125,230

2,250

125,230

Other staff personnel compensation:

Short term benefit

781,700

563,507

373,386

291,547

Post employment benefits

65,613

54,960

26,324

22,050

107,330

618,467

84,105

313,597

Total

398,514

987,574

264,148

588,696

Stage 1 Individual

N'000

2026

Stage 3 Individual

N'000

Total

N'000

2025

Stage 1 Individual

N'000

Stage 3 Individual

N'000

Total

N'000

Short term deposits Related party receivables

Trade receivables

3,000

-

-

-

-

-

3,000

-

-

54

4,747

-

-

-158,803

54

4,747

158,803

3,000

-

3,000

4,801

158,803

163,604

Stage 1 Individual

N'000

2026

Stage 3 Individual

N'000

Total

N'000

Stage 1 Individual

N'000

2025

Stage 3 Individual

N'000

Total

N'000

Short term deposits

-

-

-

54

-

54

Related party receivables

-

-

-

41,459

-

41,459

Trade receivables

- -

-

-

-

-

- -

-

41,514

-

41,514

31 March

2026

N'000

31 March

2025

N'000

31 March 2026

N'000

31 March

2025

N'000

Current tax

Minimum tax charge for the period Current income tax

Education tax /Development Levy

Police Trust Fund

-62,826

37,835

-

222,821

-9,219

719

-

1,812

-

-

-

Total current tax charge

100,662

222,821

9,938

1,812

Total deferred tax (note 24)

-

-

-

-

Total deferred tax (note 24)

-

-

-

-

Income tax charge

100,662

222,821

9,938

1,812

31 March

2026

31 March

2025

31 March 2026

31 March

2025

N'000

N'000

N'000

N'000

Profit before taxation

503,309

1,308,919

(435,000)

25,307

Tax at the Nigeria corporation tax rate of 30% (2026: 30%)

150,993

392,676

(130,500)

7,592

Education tax

37,835

53,115

719

10,111

Effect of expenses that are not deductible in determining taxable profit

263,532

136,319

42,010

42,010

Effect of income that is exempt from taxation

(100,200)

(146,240)

97,709

(138,395)

Impact of temporary differences

27,168

10,817

-

-

Minimum tax adjustments (including PTF)

-

25,323

-

25,274

Tax for the period

379,328

472,010

9,938

(53,408)

Per statement of financial position

31 March

2026

N'000

31 March

2025

N'000

31 March 2026

N'000

31 March

2025

N'000

At 1 January

Charge for during the period

Payments during the period Withholding tax utilized

1,271,255

100,662

490,889

1,223,478

(443,112)

87,406

9,938

-

57,782

39,751

(10,127)

-

At 31 March,2026

1,371,917

1,271,255

97,344

87,406

31 March

2026

N'000

31 March

2025

N'000

31 March 2026

N'000

31 March

2025

N'000

Unutilised withholding tax credit notes as at January 1

327,127

147,200

211,350

147,200

Additional during the period

-

179,927

-

64,149

Utilization during the period

-

-

-

-

Unutilised withholding tax credit notes as at March 31,2026

327,127

327,127

211,350

211,350

Principal investments

31 March 2026

N'000

31 December

2025

N'000

31 March 2026

%

31 December

2025

%

UPDC Hotels Ltd.

2,082,500,000 Shares of N1.00 each

2,082,500

2,082,500

94.0%

94%

Manor Gardens Dev. Company Ltd.

53,810,000 Ordinary Shares of N1.00 each

53,810

53,810

67.5%

67.5%

UPDC Facility Management Ltd.

5,000,000 Ordinary Shares of N1.00 each

5,000

5,000

50%

50%

Deep Horizon Investment Ltd.

1,000,000 Ordinary Shares of N1.00 each

1,611,697

1,611,697

100%

100%

Grupo Atlanta (Nig) Ltd

510,000 Ordinary Shares of N1.00 each

510

510

51%

49%

3,753,517

3,753,517

Impairment of investments

(2,136,310)

(2,136,310)

1,617,207

1,617,207

31 March 2026

31 December

2025

31 March 2026

31 December

2025

N'000

N'000

%

%

UPDC Facility Management Limited: 5,000,000

Ordinary Shares of N1.00 each

5,000

5,000

50

50

Grupo Atlanta (Nig) Ltd: 510,000 Ordinary Shares of N1.00 each

510

490

51

49

31 March 2026

31 December

2025

31 March 2026

31 December

2025

N'000

N'000

N'000

N'000

Non trade stock

141,315

95,226

-

-

Properties under construction - Note 18 (i)

1,904,886

3,123,873

891,739

1,079,068

Balance

2,046,201

3,219,099

891,739

1,079,068

31 March 2026

31 December

2025

31 March 2026

31 December

2025

N'000

N'000

N'000

N'000

Balance 1 January

3,123,873

8,378,876

888,905

1,079,068

Additions

47,329

1,389,671

2,835

572,683

Disposal

(1,266,317)

(6,644,673)

-

(762,846)

1,904,886

3,123,873

891,739

888,905

31 March 2026

31 December

2025

31 March 2026

31 December

2025

N'000

N'000

N'000

N'000

Trade receivables

1,733,152

1,850,667

948,560

927,598

Less: Impairment of trade receivables (Note 3.1b)

(1,179,882)

(1,179,882)

(883,936)

(883,936)

Net trade receivables

553,269

670,784

64,624

43,662

Receivables from group companies (Note 26)

1,369,440

499,758

8,272,765

7,402,304

Other receivables (Note 19 (i))

5,910,538

5,516,467

591,236

276,313

Advances to staff

766

766

-

-

7,834,012

6,687,775

8,928,625

7,722,279

Mobilization payments to contractors

5,173,804

5,173,127

28,151

27,473

Prepayments and accrued income

204,075

109,069

60,288

43,670

Withholding tax receivables

36,146

35,387

15,170

15,170

VAT Receivables

-

-

-

-

Other Debtors*

496,512

198,885

487,627

190,000

5,910,538

5,516,467

591,236

276,313

Information about the credit exposures and impairment are disclosed in Note 3.

*Other debtors comprise mainly of service charge expenses incurred on empty plot of land at Pinnock Beach and receivables from the hotel. These are reimbursable by individual customers upon commencement of development work on their respective plots.

The average credit period on sales of goods is 60 days. No interest is charged on outstanding trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has recognised a loss allowance of 100 per cent against all receivables over 120 days past due because historical experience has indicated that these receivables are generally not recoverable.

The Group has engaged a third-party supplier to provide relevant economic data for determining the factors that are specific to the debtors, the general economic conditions of the industry in which the debtors operate and the forecast direction of conditions at the reporting date. The Group has significantly increased the expected loss rates for trade receivables from the prior year based on its judgement of the impact of current economic conditions and the forecast direction of travel at the reporting date. There has been no change in the estimation techniques during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.

UPDC Plc

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

20. Cash and cash equivalents

The Group

The Company

31 March 2026

31 December 2025

31 March 2026

31 December 2025

N'000

N'000

N'000

N'000

Cash at bank and in hand

2,479,650

1,910,153

600,229

375,967

Short term investments

8,173,295

8,288,579

42,503

1,236,433

Less: Impairment of Short term investments

(871)

(871)

(175)

(175)

Cash and cash equivalents

10,652,074

10,197,862

642,557

1,612,225