UPDC : QUARTER 1 - FINANCIAL STATEMENT FOR 2024

Unaudited Financial Statements

for the period ended

31 March 2024

UPDC PLC RC.321582

UAC House, 1-5 Odunlami Street, Lagos. [e-mail] |www.updcplc.com

Directors: Mr. O. Oshin (Chairman), Mr. O. Ojo (CEO), Ms. B. Fadayomi (DD), Mr. F. Aiyesimoju, Mr. K. Osilaja, Mr. A. Falade

TABLE OF CONTENT	PAGE

Performance Highlights	-	1
Consolidated and Separate Statement of Profit or Loss and Other	-	2
Comprehensive Income
Consolidated Statement of Financial Position	-	3
Consolidated and Statement changes of changes in Equity	-	4
Consolidated Statement of Cash Flows		5
Notes to Unaudited Consolidated Financial Statements	-	6
Shareholding Structure/Free Float Status	-	21

UPDC PLC

Financial Statements

For the period ended 31 March, 2024

Performance Highlights

	The Group		The Company
	31 Mar 24	31 Mar 23	%	31 Mar 24	31 Mar 23	%
	N'000	N'000	Change	N'000	N'000	Change
Revenue	1,301,256	843,122	54	756,583	102,282	640
Operating profit/(loss)	94,543	(37,606)	351	37,306	(71,014)	153
Net finance cost	(10,908)	(87,069)	87	(10,908)	(87,069)	87
Profit/(Loss) before Taxation	83,635	(124,675)	167	26,398	(158,083)	117
Taxation	(24,482)	(32,951)	26	(8,579)	(753)	-
Profit/(Loss) after taxation	59,153	(157,626)	138	17,819	(158,837)	111
Total comprehensive (loss) for the period	(107,614)	(137,614)	22	(148,948)	(138,824)	(7)
Total Equity	8,728,469	8,835,421	(1)	1,136,744	1,285,692	(12)
Total equity and liabilities	19,521,566	19,664,030	(1)	12,048,912	12,080,358	(0)
Cash and Cash equivalents	4,740,879	4,918,009	(4)	4,212,436	4,097,627	3
Basic Profit/(Loss) Per Share (Kobo)	-	-		-	(1)	100
NSE quotation as at March 31 (kobo)	150	99		150	99
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)	27,839,955	18,374,370		27,839,955	18,374,370

1

UPDC PLC

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

For the period ended 31 March 2024

		The Group		The Company
		3 month		3 month	3 month		3 month
		ended		ended	ended		ended
		31 Mar 24		31 Mar 23	31 Mar 24		31 Mar 23
	Notes	N'000		N'000	N'000		N'000
Revenue	4(i)	1,301,256		843,122	756,583		102,282
Cost of sales	6	(648,485)		(448,106)	(532,195)		(71,076)
Gross profit		652,771		395,016	224,388		31,206
Selling and distribution expenses	6	(48,571)		(20,222)	(20,658)		(13,712)
Administrative expenses	6	(539,330)		(417,692)	(196,097)		(137,235)
Other operating income	6	29,673		5,292	29,673		48,726
Operating profit/(loss)		94,543		(37,606)	37,306		(71,015)
Finance income	7	94,599		17,279	94,599		17,279
Finance cost	7	(105,507)		(104,348)	(105,507)		(104,348)
Net finance cost		(10,908)		(87,069)	(10,908)		(87,069)
Profit before impairment		83,635		(124,675)	26,398		(158,084)
Profit/(Loss) before Taxation		83,635		(124,675)	26,398		(158,084)
Taxation	8	(24,482)		(32,951)	(8,579)		(753)
Profit/(Loss) after taxation		59,153		(157,626)	17,819		(158,837)
Net changes in fair value of financial assets	15	(166,767)		20,012	(166,767)		20,012
Total comprehensive (loss) for the period		(107,614)		(137,614)	(148,948)		(138,824)
Profit/ (loss) attributable to:
Equity holders of the parent		27,386		(198,500)	17,819		(158,837)
Non controlling interest		31,767		40,874	-		-
Total profit (loss)		59,153		(157,626)	17,819		(158,837)
Total comprehensive profit/(loss) attributable to:
Equity holders of the parent		(139,381)		(178,488)	(148,948)		(138,824)
Non controlling interests		31,767		40,874	-		-
Total comprehensive (loss)		(107,614)		(137,614)	(148,948)		(138,824)
Earnings per share for profit/(loss) attributable to the equity
holders of the group:
Basic Profit/(Loss) Per Share (Kobo)
From continuing operations	12	-		(1)	-		(1)
From discontinued operations	12	-		-	-		-
From profit/(loss) for the period		-		(1)	-		(1)
Diluted Profit/(Loss) Per Share (Kobo)
From continuing operations	12	-		(1)	-		(1)
From discontinued operations	12	-		-	-		-
From profit/(loss) for the period		-		(1)	-		(1)

2

UPDC PLC

Consolidated and Separate Statement of Financial Position

At 31 March, 2024

		The Group	The Company
		31 Mar 24	31 Dec 23	31 Mar 24	31 Dec 23
	Notes	N'000	N'000	N'000	N'000
Assets
Non-current assets
Property, plant and equipment	11	8,448,551	8,334,497	70,854	69,879
Intangible assets	11	51,202	52,199	7,282	7,886
Investments in joint ventures	13	125,647	120,141	119,337	119,337
Equity instrument at fair value	15	687,079	853,846	687,079	853,846
Investments in subsidiaries	16	-	-	1,616,697	1,616,697
		9,312,479	9,360,684	2,501,249	2,667,645
Current assets
Inventories	17	3,206,374	3,200,157	3,102,043	3,148,590
Trade and other receivables	19	2,114,634	2,037,980	2,085,985	2,019,296
Current tax assets	9	147,200	147,200	147,201	147,201
Cash at bank and in hand	20	4,740,879	4,918,009	4,212,436	4,097,627
		10,209,087	10,303,346	9,547,664	9,412,713
Total assets		19,521,566	19,664,030	12,048,912	12,080,358
Equity
Share capital		9,279,985	9,279,985	9,279,985	9,279,985
Share premium		8,971,551	8,971,551	8,971,551	8,971,551
Fair value reserve of financial assets at FVOCI		120,072	286,839	120,072	286,839
Revenue reserve		(9,553,029)	(9,581,078)	(17,234,864)	(17,252,683)
Equity attributable to equity holders of the Company	8,818,579	8,957,297	1,136,744	1,285,692
Non controlling interest		(90,110)	(121,877)	-	-
Total equity		8,728,469	8,835,421	1,136,744	1,285,692
Liabilities
Non-current liabilities
Interest bearing Loans and Borrowings	21	4,702,096	4,702,096	4,702,096	4,702,096
Deferred taxation liabilities		73,016	72,537	72,537	72,537
Deferred revenue	24	-	-	-	(98,610)
		4,775,112	4,774,633	4,774,633	4,774,633
Current liabilities
Trade and other payables	22	5,675,654	5,815,767	5,945,608	5,918,168
Current income tax liabilities		166,099	167,485	15,695	31,139
Interest bearing Loans and Borrowings	21	176,232	70,725	176,232	70,725
		6,017,985	6,053,977	6,137,535	6,020,032
Total liabilities		10,793,097	10,828,610	10,912,169	10,794,665
Total equity and liabilities		19,521,566	19,664,030	12,048,912	12,080,358

The unaudited financial statements were approved by the board of directors on 22 April 2024 and signed on its behalf by:

Wole Oshin		Odunayo Ojo		Grant Akata
Chairman		Chief Executive Officer		Chief Financial Officer
FRC/2013/CIIN/00000003054		FRC/2016/NIESV/00000014322		FRC/2023/PRO/ICAN/001/146924

3

UPDC PLC

Consolidated and Separate Statement of Changes in Equity

For the period ended 31 March 2024

The Group

Attributable to owners of the Company

				Fair value
				reserve of
Share	Share	Revenue		financial		Non
Other	assets at		Controlling
Capital	Premium	Reserve	Reserves	FVOCI	Total	Interest	Total
N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000

Balance at 1 January 2024

Profit for the period

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

9,279,985	8,971,551	(9,581,078)	-	286,839	8,957,297	(121,877)	8,835,421
-	-	28,049	-	-	28,049	31,767	59,816
-	-	-	-	(166,767)	(166,767)	-	(166,767)

Balance at 31 March 2024	9,279,985	8,971,551	(9,553,029)	-	120,072	8,818,579	(90,110)	8,728,470
Balance at 1 January 2023	9,279,985	8,971,551	(9,834,588)	-	286,839	8,703,787	(59,583)	8,644,204
Right Issue			-			-	-	-
Profit for the period	-	-	253,511	-	-	253,511	(32,008)	221,503
Net changes in fair value of financial assets	-	-	-	-	-	-	-	-
through other comprehensive income
Gain on reclassification of asset of disposal			-			-	(30,286)	(30,286)
group held for sale
Balance at 31 March 2023	9,279,985	8,971,551	(9,581,078)	-	286,839	8,957,297	(121,877)	8,835,421
Effect of IFRS 9 on retained earnings	-	-	-	-	-	-	-	-
			The Company
		Attributable to owners of the Company
					Fair value
					reserve of
					financial
	Share	Share	Revenue	Other	assets at	Total
	Capital	Premium	Reserve	Reserves	FVOCI
	N'000	N'000	N'000	N'000	N'000	N'000

Balance at 1 January 2024

FM Share Premium

Profit for the period

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

9,279,985	8,971,551	(17,252,683)	-	286,839	1,285,692
		-		-	-
-	-	17,819	-	-	17,819
-	-	-	-	(166,767)	(166,767)

Balance at 31 March 2024	9,279,985	8,971,551	(17,234,864)	-	120,072	1,136,744
Balance at 1 January 2023	9,279,985	8,971,551	(17,545,338)	-	286,839	993,038
Profit for the Period	-	-	292,655	-	-	292,655
Net changes in fair value of financial assets	-	-	-	-	-	-
through other comprehensive income
Loan from equity holder				-		-
Balance at 31 March 2023	9,279,985	8,971,551	(17,252,683)	-	286,839	1,285,692
Effect of IFRS 9 on retained earnings				-	-	-

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

4

UPDC PLC

Consolidated Statement of Cash Flows

For the period ended 31 March 2024

		The Group
		2024		2023
		March		March
	Notes	N'000		N'000
Profit /(Loss) before tax		83,635		(124,675)
Adjustment for Non cash items:
Depreciation	10	166,166		26,464
Amortization of intangible asset	10	4,787		1,179
Finance cost	7	105,507		104,348
Finance income	7	(94,599)		(17,279)
Assets of disposal of property,Plant and equipment		-
Exchange (gain)/loss	5	(12,828)		(383)
		252,668		(10,346)
Changes in working capital:
(Increase)/decrease in inventories		(6,217)		123,184
Decrease/(increase) in receivables		(76,655)		219,500
Increase/(decrease) in payables		(491,989)		(565,853)
Cash flow (used in)/from operating activities		(322,193)		(233,514)
Tax paid		(110,121)
VAT paid		(49,649)		(23,958)

The Company

2024 2023

March March

N'000 N'000

26,398 (158,084)

(3,631) 2,770

1. 786
   34,782 104,348

(59,430) (17,279)

(12,828)(383)

(15,112) (67,842)

46,547 (222,351)

(66,692) 113,955

138,173 (213,638)

102,916 (389,876)

(4,811)

(42,339) (15,842)

Net Cash inflow from operating activities		(481,963)	(257,472)	55,766	(405,717)
Cash flow from investing activities
Purchase of property, plant & equipment	11	-	(39,921)	-	(6,586)
Purchase of intangible asset	10	(3,790)	(1,869)		-	-
Dividend received		15,523	-	-
Interest received	7	94,599	17,279	59,430	17,279

Net cash flow from investing activities	100,826	(24,511)
Cash flow from financing activities
Proceeds from borrowings	-	-
Repayment of borrowings	-	-
Interest paid	-	-
Net cash flow from financing activities	-	-
Net increase/(decrease) in cash and cash equivalents	(381,137)	(281,983)
Net foreign exchange difference	12,828	383
Cash and cash equivalents at the beginning of the period	4,918,009	3,161,475

59,430 10,693

--

--

--

--

115,196 (395,024)

12,828383

4,084,412 2,532,109

Cash and cash equivalents at the end of the period	18	4,740,879	2,879,873	4,212,436	2,137,468

5

UPDC PLC

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2024

1. General information
   UPDC Plc ('the Company') and its subsidiaries (together 'the Group') is a company incorporated in Nigeria. The Group has businesses with activities in real estate and hotel management. The registered office address is 1-5 Odunlami Street, Lagos.
   The Company is a public limited company and is listed on the Nigerian Exchange Group.
2. 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.
3. 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'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 December 2023, the Company's internal controls are effective. We will continue to work on further strengthening this position.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these 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 financial statements have been prepared in accordance with IAS 34. The financial statements have been prepared on a historical cost basis except for Investment Properties, held for trading and available for sale financial instruments which are carried at fair value.
   (All amounts are in Naira thousands unless otherwise stated)
2. Accounting Policies
   The accounting policies adopted are consistent with those for the year ended 31 December, 2023.
3. Estimates
   The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
   In preparing these condensed interim financial statements, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2023.

3 Financial Risk Management

The group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance.

This interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Company's annual financial statements as at 31 December 2023. There have been no changes in the risk management structure since year end or in any risk management policy.

6

UPDC PLC

Notes to the Consolidated and Separate Financial Statements - Continued

For the period ended 31 March 2024

2 Summary of material accounting policies - Continued

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.

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 remeasurement 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.

(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.

7

UPDC PLC

Notes to the Consolidated and Separate Financial Statements - Continued

For the period ended 31 March 2024

2 Summary of material accounting policies - Continued

2.2 Consolidation - Continued

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.

(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.

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.

8