JOHN HOLT : QUARTER 5 - FINANCIAL STATEMENT FOR 2023

JOHN HOLT PLC

AND ITS SUBSIDIARY COMPANIES FINANCIAL STATEMENTS

30 SEPTEMBER 2023

REPORT OF THE AUDIT COMMITTEE TO MEMBERS OF JOHN HOLT PLC

JOHN HOLT PLC COMPLIANCE WITH REGULATORY REQUIREMENTS:

The Company continues to ensure that it complies with all regulatory requirements as there were no contraventions during the year ended 30 September 2023.

In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act of Nigeria, 2020, we confirm that the accounting and reporting policies of the Group are in accordance with legal requirements and agreed ethical practices.

In our opinion, the scope and planning of the audit for the year ended 30 September 2023 were adequate and having reviewed the auditors' report and opinion, as well as findings on management matters and with management's responses thereto, we are duly satisfied.

Dated this 27th day of December, 2023.

E. Olu Akanni

Chairman

FRC/2013/ICAN/00000005472

Members of the Committee are:

1.	Mr. E Olu Akanni	Shareholder	Chairman
2.	Mr Christopher Nwaguru	Shareholder	Member
3.	Mr Samuel Mpamugo	Shareholder	Member
4.	Adim Jibunoh	Director	Member (Appointed 17-02-2022)

Tel: [phone]	ADOL House
15 CIPM Avenue
[phone]
Central Business District,
[e-mail]
Alausa, Ikeja
www.bdo-ng.com
P. O. Box 4929, GPO, Marina
	Lagos, Nigeria

REPORT OF THE INDEPENDENT AUDITOR'S

TO THE SHAREHOLDERS OF JOHN HOLT PLC AND ITS SUBSIDIARY COMPANIES

REPORT ON THE AUDIT OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS Opinion

We have audited the accompanying consolidated and separate financial statements of John Holt Plc (''the Company'') and its subsidiary Companies (''together the group'') which comprise the consolidated and separate statements of financial position as at 30 September 2023, the consolidated and separate statements of profit or loss and other comprehensive income, consolidated and separate statements of changes in equity and consolidated and separate statements of cash flows for the year then ended; and notes to the consolidated and separate financial statements,including a summary of the significant accounting policies and other explanatory notes.

In our opinion, the consolidated and separate financial statements give a true and fair view of the state of affairs of the consolidated and separate financial position of John Holt Plc and its Subsidiary companies as at 30 September 2023 and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards issued by Internaltional Accounting Standards Board and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria Act No 6, 2011 and the Companies and Allied Matters Act, 2020.

Basis for Opinion

1. We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the consolidated and separate financial statements section of this report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants together with the ethical requirements that are relevant to our audit of the financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the International Ethics Standards Board Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
   Key Audit Matters
2. Key audit matters relates to issues that, in our professional judgement, is of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, therefore, we do not provide a separate opinion on these matters.
   Revenue recognition
   Revenue may be recognised when invoices are raised and not when goods are delivered and acknowledged by customers. There is possibility that revenue may be recognised when all the performance obligations have not been satisfied.
   Our response

Our audit procedures included, among others the following:

- Vouched a sample of goods supplied to revenue recorded for the year

• For a sample of goods dispatched or supplied, agreed to invoice and invoice listing.
• For cash sales, traced cash received to cash received register.
• For credit sales, traced sales to customer's account statement.
• Agreed sales returns to approved credit notes.
• Ensured that sales relates to the appropriate period.

- Confirmed revenue cycle cut-off from invoices recorded

• Obtained details of invoices raised over one week either side of the year end.
• Verified that the related goods were supplied and delivered in the matching accounting period. - Confirmed existence of sales
• Obtained and reviewed on sample basis copies of way bills acknowledged by the customers
• Reviewed sales returns after year end.

Valuation of Investment properties

The Group and Company's investment properties were revalued by Messrs Knight Frank (Nigeria) Estate Surveyors & Valuers, Chartered Surveyors at a value of N5.238billion and N3.107billion respectively as at 30 September 2023 (2022: N4.70billion and N2.77billion). These valuations are dependent on certain key assumptions and significant judgements including capitalisation rates and fair market rents.

BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Partners: E. Olaseinde Olabisi, Olugbemiga A. Akibayo, Kamar Salami, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba

BN: 170585

2

Our response

Our procedures in relation to the management's valuation of investment properties included:

• Evaluation of the independent external valuers' competence, capabilities and objectivity;
• Assessing the methodologies used and the appropriateness of the key assumptions;
• Checking the accuracy and relevance of the input data used.
  Valuation of Inventory
  Inventory is a significant part of the Group's assets, amounting to N235million as at 30 September 2023. Inventory is carried in the financial statements at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Determination of the net realiable value requires management estimate which might be subjective. As a result, there is a risk that the carrying value of inventory may not be accurately reported particularly when the net realisable value is not properly
  determined.
  Our response
  Our audit procedures included, among others the following: - NRV Testing

For a sample of items in inventory, we verified that the final selling price is above cost after making provision for any additional costs to completion, and costs to sell.

• for sales price - checked selling prices to price lists, prior and current invoicing, etc, allowing for any normal trade and quantity discounts.
• for costs to sell - reviewed computations of selling costs.
• Obtained an understanding of the reason for any item that had an NRV less than cost, and consider the need for a provision on any of such items.

- Price Test

Obtained inventory valuation report at year end

• Agreed basis of valuation to group accounting policy
• Agreed valuation report to physical inventory count report
• Selected using BDO sampling approach the inventory value for testing
• Obtained inventory ledgers for selected items
• Extracted opening inventory in quantity and value
• Investigated any difference noted

Other Information

1. The Directors are responsible for the other information. The other information comprises the information included in the Chairman's statement and Directors' report, but does not include the consolidated and separate financial statements and our auditor's report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express any form of assurance
   conclusion thereon.
   In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained during the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.
   Responsibilities of the Directors for the consolidated and separate Financial Statements
2. The Directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria Act, No 6, 2011 and the Companies and Allied Matters Act, 2020, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
   In preparing the financial statements, the directors are responsible for assessing the Company and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company and its subsidiaries or to cease operations, or have no realistic alternative but to do so.

3

Auditor's responsibilities for the Audit of the consolidated and separate Financial Statements

6. Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

As part of an audit in accordance with International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company and its subsidiaries' internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the Company and its subsidiaries' financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  We communicate with the directors regarding, among other matters, the planned scope and timing of the audit, and significant audit findings and any significant deficiencies in internal control that we identify during our audit.

Contravention of laws and regunlaations

1. As stated in note 41 to these financial statements, the Company paid the sum of N3,200,000 (Three Million, Two Hundred Thousand Naira Only) to NGX Regulation Limited for late submission of the audited financial statements for the year ended 30 September 2022.
   Report on other legal and regulatory requirements
2. The Companies and Allied Matters Act, 2020 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit
2. in our opinion, proper books of account have been kept by the Company and its subsidiaries, and
3. the Company and its subsidairies' statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of account.

Lagos, Nigeria

29 December 2023

							4
JOHN HOLT PLC
CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
		Group		Company
		2023	2022	2023	2022
	Notes	N'm		N'm		N'm		N'm
Revenue	11	1,834	3,553	1,834	3,553
Cost of sales	12	(1,319)		(2,992)		(1,317)		(2,992)
Gross profit		515	561	517	561
Other operating income	13	587	248	1,013	197
Foreign exchange (loss)/gain	13(b)	(1,286)	48	(1,286)	48
Distribution expenses	14	(178)	(200)	(178)	(200)
Administrative expenses	15	(509)	(424)	(502)	(373)
(Loss)/profit from operating activities		(871)	233	(436)	233
Finance income	16(i)	5	12	5	12
Finance costs	16(ii)	(176)	(173)	(176)	(173)
Net finance costs		(171)	(161)	(171)	(161)
(Loss)/profit before taxation	17	(1,042)	72	(607)	72
Current tax (expense)/income	18(i)	(16)	469	(9)	(21)
Deferred tax income	18(i)	58	-	-	-
(Loss)/profit for the year		(1,000)	541	(616)	51

(Loss)/profit for the year attributable to: Owners of the parent Non-controlling interest

(1,000)	541	(616)	51
-	-	-	-
(1,000)	541	(616)	51

(Loss)/earnings per share attributable to the
ordinary equity holders of the parent (Kobo)	19	(256)	139	(158)	13

The accompanying explanatory notes on pages 10 to 45 and other national disclosures on pages 46 to 48 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

5

JOHN HOLT PLC

CONSOLIDATED AND SEPARATE STATEMENTS OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2023

		Group		Company
		2023	2022	2023	2022
	Notes	N'm	N'm	N'm	N'm
(Loss)/profit after taxation		(1,000)	541	(616)	51
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Surplus on revaluation of property, plant and
equipment net of tax	35(ii)	321	52	131	32
Items that may be reclassified subsequently to profit or loss	-	-	-	-
Total other comprehensive income		321	52	131	32
Total comprehensive (loss)/income		(679)	593	(486)	83
Total comprehensive (loss)/income attributable to:
Owners of the parent		(679)	593	(486)	83
Non-controlling interest		-	-	-	-
		(679)	593	(486)	83

The accompanying explanatory notes on pages 10 to 45 and other national disclosures on pages 46 to 48 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

JOHN HOLT PLC					6
CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2023
		Group		Company
		2023	2022	2023	2022
Assets	Notes	N'm	N'm	N'm	N'm
Non-current assets
Property, plant and equipment	20	2,142	1,928	1,064	939
Investment properties	21	3,317	3,010	2,263	2,062
Assets under finance lease	22	3	6	3	6
Investment in subsidiaries	24	-	-	15	21
Investment in Associate Company	24(iii)	243	199	243	199
Financial assets at fair value through
profit or loss	25(ii)	83	58	83	58
Total non-current assets		5,788	5,201	3,671	3,285
Current assets
Inventories	27	235	218	235	218
Trade and other receivables	28	1,617	1,681	1,615	1,681
Cash and cash equivalents	29	1,014	377	1,014	377
Due from related party	33(iv)	5,823	3,080	5,823	3,080
Total current assets		8,689	5,356	8,687	5,356
Liabilities
Current liabilities
Trade and other payables	30	2,799	2,247	2,736	2,199
Loans and borrowings	31	798	814	798	814
Employee benefits	32(i)	76	45	76	45
Taxation payable	18(ii)	188	175	63	55
Due to associate company	33(ii)	24	24	24	24
Total current liabilities		3,885	3,305	3,697	3,137
Net current assets		4,804	2,051	4,990	2,219
Non-current liabilities
Deferred taxation	23	276	298	20	5
Loans and borrowings	31	5	18	5	18
Due to related parties	33(iii)	8,388	4,334	8,361	4,720
Total non-current liabilities		8,669	4,650	8,385	4,743
Net assets		1,923	2,602	275	761
Equity and reserves
Share capital	34	195	195	195	195
Property revaluation reserve	35(i)	997	676	616	485
Revenue reserve	36	731	1,731	(535)	81
Total equity and reserves		1,923	2,602	275	761

The consolidated and separate financial statements on pages 4 to 48 were authorised for issue and approved by the Board of Directors on 27 December 2023 and signed on its behalf by:

i) Chief C.I Ezeh	Chairman
FRC/2013/ICAN/00000001833
ii) Dr. Christopher Ezeh	Group Managing Director
FRC/2017/IODN/00000016475
iii) Mr. Adeche Okeje	Finance Director
FRC/2013/ICAN/00000005141

The accompanying explanatory notes on pages 10 to 45 and other national disclosures on pages 46 to 48 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

JOHN HOLT PLC						7
CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
	Issued share		Revaluation		Revenue		Total
Group	capital		reserve		reserve		equity
	N'm		N'm		N'm		N'm
At 1 October 2022	195	676	1,731	2,602
Profit for the year	-	-	(1,000)	(1,000)
Other comprehensive income
Surplus on revaluation of property (Note 35)	-	321	-	321
Total comprehensive loss for the year	-	321	(1,000)	(679)
Contributions by and distributions to owners:
Dividend paid during the year	-	-	-	-
Total contributions by and distributions to owners	-	-	-	-
At 30 September 2023	195		997		731		1,923
At 1 October 2021	195	624	1,190	2,009
Profit for the year	-	-	541	541
Other comprehensive income
Surplus on revaluation of property (Note 35)	-	52	-	52
Total comprehensive loss for the year	-	52	541	593
Contributions by and distributions to owners:
Dividend paid during the year	-	-	-	-
Total contributions by and distributions to owners	-	-	-	-
At 30 September 2022	195	676	1,731	2,602

The accompanying explanatory notes on pages 10 to 45 and other national disclosures on pages 46 to 48 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

JOHN HOLT PLC				8
STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED AND SEPRATE STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
	Issued share	Revaluation	Revenue	Total
Company	capital	reserve	reserve	equity
	N'm	N'm	N'm	N'm
At 1 October 2022	195	485	81	761
Loss for the year	-	-	(616)	(616)
Other comprehensive income:
Surplus on revaluation of property (Note 35)	-	131	-	131
Total other comprehensive income/(loss) for the year	-	131	(616)	(486)
Contributions by and distributions to owners:
Dividend paid during the year	-	-	-	-
Total contributions by and distributions to owners	-	-	-	-
At 30 September 2023	195	616	(535)	275
At 1 October 2021	195	453	30	678
Profit for the year	-	-	51	51
Other comprehensive income:
Surplus on revaluation of property (Note 35)	-	32	-	32
Total other comprehensive income for the year	-	32	51	83
Contributions by and distributions to owners:
Dividend paid during the year	-	-	-	-
Total contributions by and distributions to owners	-	-	-	-
At 30 September 2022	195	485	81	761

The accompanying explanatory notes on pages 10 to 45 and other national disclosures on pages 46 to 48 form an integral part of these financial statements.

Auditor's report, pages 1 to 3