Upplc Annual Report

University Press PLC Contents 2 2Mission Statement 3Corporate Objectives 4Corporate Profile 6Corporate Information 8Notice of Annual General Meeting 9Financial Highlights 21Corporate Governance Report 25Risk Management Report 28Chairman's Report 29Board of Directors 30Management team 37Director’s Report 38Statement of Directors’ responsibility in relation to the Financial Statements 39Corporate Social Responsibility 41Internal Control Report 42Report of the Audit Committee 43Report of the Independent Auditors to the Members of University Press Plc 44Statement of Comprehensive Income for the Year Ended 31 March 2013 45State of Financial Position as at 31 March 2013 46Statement of changes in Equity for the year ended 31 March 2013 47Statement of Cash Flows for the Year Ended 31 March 2013 77Notes to the Financial Statements 78Statement of Value Added for the Year Ended 31 March 2013 79Five Year Financial Summary 80Share Capital History 81Bonus History 83Important Notice on Revalidation of Shareholders' E-dividend Mandate 85Data Update Form/E-Dividend Detachable 87E-Share NotifierProxy Form Annual Report & Accounts 20131

Mission Statement To be the leading knowledge-based Company leveraging on technology, value-driven services and educational products, and a well- motivated staff to deliver superior returns on investment to all stakeholders while impacting positively on the society Corporate Objectives1. Improve the quality and speed of action in all aspects of our operations2. Achieve and sustain superior customer satisfaction and market leadership through high quality and long-lasting products and services3. Improve the quality of professionalism and productivity of staff4 Achieve and sustain superior financial returns through an increasing market share5 Evolve a dynamic corporate culture and winning attitude among staff6 Create an environment of mutual respect, frankness and trust; an environment where initiative and performance are recognized and rewarded.7 Allow market needs to determine our choice of products and services8 Develop and sustain the knowledge and love of our products among the staff.9 Be driven by zeal to do the right thing at the right time for our customers, our company (employer) and our country.10 To be technology –driven in all aspects of our operationsAnnual Report & Accounts 2013 2

University Press PLC CORPORATE PROFILEUniversity Press Plc was founded in 1949 under the name Oxford University Press, Nigeria and has grown to become oneof the oldest and most experienced Publishers in Nigeria.At incorporation as a public limited liability company in 1978, the Company's name was changed to University PressLimited with an authorised share capital of 8,000,000 ordinary shares of 50k each, which has since grown to 500,000,000in 2001. The paid-up share capital of the Company is N215,704,750 made up of 431,409,500 ordinary shares of 50keach as at 31st March, 2013. The Company was quoted on the Nigerian Stock Exchange on 14th August, 1978.The Company has an effective coverage of the country and the West African sub-region through the strategic location ofits area offices, depots, showrooms and a number of representatives in major towns, cities and countries such as Ghanaand Sierra Leone. The Company, commonly known as “the foremost publishers', has its Head office at Three CrownsBuilding, Jericho, Ibadan. The main warehouse, which is reputed to be one of the largest in tropical Africa, is also locatedin Ibadan.The Company is engaged in the business of printing, publishing and selling of books in the areas of educational andgeneral titles. Sound and successful lines have been developed for the Pre-primary, Primary, Secondary, Tertiary,General and Creative writing series and Teaching/learning aids. University Press Plc has also been a major distributor ofWorld Bank Titles for several years.The general policies of the Company and strategic direction are determined by a competent Board which is a mixture ofExecutive and Non-Executive Directors who are well experienced in various walks of life. The implementation of suchpolicy is effected through a team of vibrant managers assisted by staff with skills in different fields.In recognition of the quality of her products and services in the publishing industry, the Company has won several awardssuch as Nigerian Bookfair Trust: In May 2011, the Company won the Award of Recognition for sharing the vision ofNigerian Bookfair Trust and supporting the growth of the annual Nigerian International Bookfair.Pearl Sectoral Leadership (Printing and Publishing) Award: In 2012, 2011, 2010, 2008, 2007 and 2006, the Companywon the award in printing and publishing sector of the Nigerian Stock Market.West Africa Institute of Direct Marketing Award: The Company was given this award as the West Africa Best Books andEducational Materials Producers of the year in 2007.The World Bank Best Overall Performance Award (African Region): This was won by the Company in 2005, 2006, 2007and 2008.Nigerian Publishers' Association Fellowship Award: In 1991, the Company won the award for its great contribution to thepublishing industry in Nigeria.Concord Press Award: The Company won the Concord Press Award for two consecutive years in 1984 and 1985 inAcademic Publishing before the organizers discontinued giving the award.The Nigerian Stock Exchange Merit Award: The Company won the merit award twice in 1986/87 and 1999 for high qualityand best Annual Accounts Presentation.Most Valuable Employer Award: The Company won the award in 1996 by the Nigerian Social Insurance Trust Fund inrecognition of its prompt and total compliance with the rules and regulations of the Fund. Annual Report & Accounts 2013 3

CORPORATE INFORMATIONUniversity Press Plc (RC. 25783)Three Crowns Building, Jericho, P M B 5095, IbadanTel: 02-8738896, 07098823872E-mail: [email protected], [email protected],Website: www.universitypressplc.comBRANCHES IBADAN KANO MINNA University Press Plc Premises, Airport Road, 3 & 4, Bahago Plaza Road,ABA Three Crowns Building, Opp Rochas Okorocha Foundation Tunga, Minna, Niger State.48, Faulks Road, Jericho, Ibadan college, Tel: 08129131056,Aba. Tel: 08063867870, KanoTel: 07081049064 Tel: 07081049068 08020521809 08020521902 08037967537 08129130982 ONITSHA IKORODU No. 24 LIMCA RoadABEOKUTA 114, Isawo Road, Opp. LAGOS (AJEGUNLE) Onitsha.Olabisi Onabanjo Way PHCN Undertaking Owutu, 180, Kirikiri Road Tel: 07081049065,Near Federal Medical Owutu, Ikorodu, Lagos State. Olodi-Apapa, LagosCentre Kemta, Idi-Aba Tel: 07081049063 Tel: 08129130981 08129131080Abeokuta.Tel: 07081049060 08129131069 08020521807 OSOGBO Km 6, New Ikirun Road, 08129131071 ILORIN LAGOS (IKEJA) Opposite Royal Spring Hotel No. 342 Garin Alimi Road Plot 14, Block A Tel: 08129131073ABUJA Delmot Motors Building Off ACME RoadKay's Plaza Opp. Ilorin Foundation Building Umar Ogba Industrial Estate 98920521902Plot 362, Obafemi Awolowo Saro, Lagos Road PMB 21523 Ikeja, Lagos.Way Cadastral Zone (B) GarinAlimi Area, Ilorin. Tel: 08020521807, OWERRI4, Jabi District, Abuja. Tel: 07081049066 13, Oduobi Crescent Ikenegbu LayoutTel: 08020521809 08129131067 PMB 1370, Owerri, 08129131072 Imo State. 08033185676; LAGOS (YABA) Tel: 08020521805, JOS 50, Cole Street,AKURE Shop E5, Hallmark Shopping Plaza Off Mobo Street 0812913108165, Oyemekun Road, 7/9, Lugard Road. Ojuelegba, Surulere,Akure. Tel: 08129131060 Lagos. PORT HARCOURTTel: 07081049061 Tel: 08129131068 5, Rumuagbolu Road, 08020521811 Off Rumiokoro Roundabout, 08085916227 Port Harcourt , River State. KADUNA MAKURDI Tel: 07081049064,BENIN Tslamiyya House, 12A, New Bridge Road23, Siloko Road LL4 Yoruba Road, Opp. United Bank for Africa Plc 08129131082P O Box 713, Benin City. Off Ahmadu Bello Way, Kaduna. Otukpo Road, Makurdi.Tel: 08033475262; Tel. 08129131059 Tel: 08020521811, ZARIA Along Kano-Kaduna 08129130980 07081049062 08129131077 Expressway, Opposite Jim Harrison Hotel P O Box 458, Zaria. Tel: 07081049062, 08129131074Annual Report & Accounts 2013 4

University Press PLCDIRECTORS, OFFICIALS AND PROFESSIONAL ADVISERS AUDIT COMMITTEE Dr. Olubunmi KoyejoDr. Lalekan Are Chairman Mr. J. G. Adeyemi (Late) ChairmanMr. Samuel Kolawole Managing Director Mr. Alexander Adio JP MemberMr. Innocent C. Okorie Non-Executive Director Mr. Yomi Adewusi MemberMallam Adamu A. Sufi Non-Executive Director Mr. I. C. Okorie MemberMr. Obafunso Ogunkeye Non-Executive Director Professor Theodora Ezeigbo MemberArc. Ayodeji Olorunda Non-Executive Director MemberMr. Yomi Aremu Adewusi Non-Executive DirectorProf Theodora Akachi Ezeigbo Non-Executive DirectorMr. Ganiyu A. Adebayo Executive Director (Finance)Mrs. Folakemi O. Bademosi Executive Director (Publishing)COMPANY SECRETARY REGISTERED OFFICEMr G. A. Adebayo Three Crowns Building Jericho, P M B 5095, IbadanFRC/2013/ICAN/00000003250 Tel: 02-8738896, 07098823872 Website: www.universitypressplc.comMANAGEMENT Managing Director B. Shaba Senior Manager (New Horizon)Samuel Kolawole Executive Director (Finance)/ S. A. Ajibade Senior Manager (Finance)G.A. Adebayo Ag. Company Secretary A. Ojerinde Senior Manager (Production) Executive Director (Publishing) P.O. Ojo Head (Information Technology)F.O. Bademosi (Mrs) General Manager (Product O.T. Jegede Ag Head (Human Resources)I. Akinsola Development) A.O. Sanya Senior Manager (Field Principal Manager (National Field Operation,Lagos)A.O. Mohammed Operations) C.E. Asieba Senior Manager (Field Operation, Principal Manager (Internal Audit) Jos/Makurdi)A.A. Balogun Principal Manager (Distribution) Peter Hambeh Senior Manager (Field Operation,G.A. Fakemi Abuja)AUDITORS BANKERS REGISTRAR ANDBDO Professional Services Access Bank Plc TRANSFER OFFICE(Chartered Accountants) First Bank Plc WEMA REGISTRARSADOL House Fidelity Bank Plc LIMITED15 CIPM Avenue Guaranty Trust Bank Plc Plot 30, Oba Akran Avenue,P. O. Box 4929 Skye Bank Plc Ikeja, LagosLagos, Nigeria UBA Plc P M B 12964, Lagos Wema Bank Plc Zenith Bank Plc Annual Report & Accounts 2013 5

NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN THAT the Thirty-fifth Annual General Meeting of members of UNIVERSITY PRESS PLC willbe held at KAKANFO CONFERENCE CENTRE, 1 Nihinlola Street, Joyce B Road, Off Ring Road, Ibadan on THURSDAY,26th September, 2013 , at 11.00 a.m. to transact the following business:ORDINARY BUSINESS1. To receive the audited financial statements for the year ended 31st March, 2013 and the Reports of the Directors, Auditors and Audit Committee thereon.2. To declare a dividend.3. To elect / re-elect Directors.4. To approve the remuneration of Directors.5. To authorise Directors to fix the remuneration of Auditors.6. To elect members of the Audit Committee.SPECIAL BUSINESS7. To consider and if thought fit, pass the following resolution as a special resolution: “That the authorized share capital of the Company be and is hereby increased from N250,000,000 to N1,000,000,000 by the creation of additional 1,500,000,000 ordinary shares of 50k each ranking pari passu in all respect with the existing 500,000,000 ordinary shares of the Company”8. To consider and if thought fit, pass the following resolution as a special resolution: “That the Directors be and are hereby authorized to issue shares whose units is within unissued share capital of the Company by way of rights issue and/or by any other method deemed fit/or appropriate by the Directors in such proportion, at such time, for such consideration and upon such terms and conditions as the Directors may deem fit, and in respect thereof, the Directors be and are hereby further authorized to appoint such advisers, professionals and parties that they may deem necessary”SPECIAL RESOLUTION9. To consider and if thought fit, pass the following resolution as a special resolution: “ That consequent upon the passing of the special resolution in 7 above, clause 3 of the memorandum of association be and is hereby altered by deleting clause 3 and substituting in lieu the following: ‘The share capital of the Company is N1,000,000,000 (One Billion Naira) divided into 2,000,000,000 (Two Billion) ordinary shares of 50 kobo each.’PROXYA member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy toattend and vote in his place. A proxy form is supplied with the Notice. A proxy need not also be a member of the Company.Executed proxy forms should be deposited at the Office of the Registrar, WEMA Registrars Limited, Plot 30, Oba AkranAvenue, Ikeja, P M B12964, Lagos, not later than 48 hours before the time fixed for the meeting. A blank proxy form isattached to the Annual Reports.Annual Report & Accounts 2013 6

University Press PLCNOTES(i) DIVIDEND If the dividend of 35k per share recommended by the Directors is approved by members at the Annual General Meeting, the dividend warrants will be made available for collection on Thursday, 26th September, 2013 to all shareholders, whose names appear in the Register of Members at the close of business on Friday, 30th August, 2013. Shareholders who have completed e-dividend Mandate Forms will receive a direct credit of the dividend into their bank accounts on the date of the Annual General Meeting, while dividend warrants for shareholders who have not completed the e-dividend Mandate Form shall be posted on 27th September, 2013.(ii) CLOSURE OF REGISTER OF MEMBERS The Register of Members and Transfer Books of the Company will be closed from Monday, 2nd September, 2013 to Thursday, 5th September, 2013 ( both days inclusive), for the purpose of payment of dividend.(iii) AUDIT COMMITTEE In accordance with section 359 (5) of the Companies and Allied Matters Act, CAP C20 LFN 2004, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.(iv) UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES A number of dividend warrants and share certificates have remained unclaimed or are yet to be presented for payment or returned to the Company for revalidation. Affected shareholders are advised to contact the Registrars, Wema Registrars Limited.DATED THIS 28TH DAY OF JUNE, 2013BY ORDER OF THE BOARDG.A. AdebayoFRC/2013/ICAN/00000003250Ag. Company SecretaryThree Crowns BuildingJericho, Ibadan. Annual Report & Accounts 2013 7

FINANCIAL HIGHLIGHTS 2013 Turnover 2012 % Increase N'000 Profit before taxation N'0002,312,711 Taxation 2,082,124 11% 393,300 Profit after taxation 343,512 15%(132,598) Dividend declared (116,085) 14% 260,702 Capital employed 227,427 15% - Earnings per share (150,993)2,165,626 1,848,839 - 60.43k 52.72k 17% 15% 1,614,137 1,923,978 1,868,291 2,082,124 2,312,711Turnover 2400 2200 2009 2000 1800 1600 1400 1200 1000 800 600 400 200 2009 2010 2011 2012 2013 2010 2011 2012 2009 2010 2011 2012 2013 80.56k 77.00k 48.99k 52.72k 60.43k35k 40k 35k 35k Earnings Per share Dividend 8

University Press PLCCORPORATE GOVERNANCE REPORTOur Company, University Press Plc is committed to the principle of best practices in Corporate Governance which aims atensuring integrity, openness, credibility, transparency and accountability in all facets of its business.In University Press Plc, we acknowledge that corporate governance is a means of creating a long-term value for ourstakeholders while ensuring the continued existence of the Company. We are aware that value creation is influenced bymany factors, both external and internal, and this has accounted for our continuous review of our corporate governanceprocesses and practices to ensure that they are capable of meeting the set objectives. The review of corporategovernance practices enables us to understand the external factors that present risks and opportunities for our businessand assists us to develop appropriate strategies to build a strong company.As we continue to work towards achieving and sustaining values. Our commitment to this principle is borne out of thesuperior customer satisfaction and market leadership need to sustain public trust and confidence in ourthrough high quality and long-lasting products and Company, which have become the key to our continuedservices and generating superior returns for stakeholders, long-term success as publishing company in Nigeria forwe are guided by our belief that success is only sixty- four years.meaningful when it is achieved the right way with the rightGOVERNANCE STRUCTUREThe BoardThe Company continues to be led by a team of Directors with professional and business experience relevant to thebusiness of the Company. The Board presently has seven Non-Executive Directors and three Executive Directors. Theultimate responsibility for the governance of the Company resides with the Board of Directors which is accountable toshareholders for creating sustainable value through the management of the business of the Company. The Board hasboth Supervisory and Management functions. The Management functions are performed by the Executive Directors whilethe Supervisory ones are performed by the full Board.The Board of Directors is accountable to all stakeholders All Directors of the Company are persons of high integrityand is responsible for the management of the Company's and seasoned professionals, who have excelled in theirrelationship with them. various professions such as management, publishing, law, architecture, corporate finance, project management,In order to deliver on its strategic objectives, the Company taxation, accounting and education.needs the right people and one of the Company's keypriorities is to ensure that we continue to have a Board and The diverse professional background of the Directorsan executive management team with the appropriate skills, reflects a balanced mix of skills, experiences andknowledge and experiences to operate effectively in an competencies that are required to run a foremostever challenging environment. We have put in place a publishing company anywhere in the world.tested appointment and an effective succession planningprocess for Board and key management roles. The Board operates both formally, through Board and Committee meetings, and informally, through regularThe Managing Director is responsible for the day-to-day contacts amongst Directors. High level decisions aremanagement of the Company. He carries out the reserved for the Board or Board Committees.functions in accordance with guidelines approved by theBoard of Directors. The Managing Director is assisted by The Board meets at least every quarter but may holdtwo (2) Executive Directors. extraordinary sessions to address urgent matters Annual Report & Accounts 2013 9

requiring the attention of the Board. The Directors are the importance of achieving a balance betweenprovided with comprehensive information at each of the compliance with governance principles and economicquarterly Board meetings and are also briefed on performance.business developments between Board meetings. Powers reserved for the Board include approval of theAppointment to the Board Company's strategy, medium and short-term plans and its annual operating and capital expenditure budget;The criteria for the desired experience and competencies financial performance and reporting, dividends, majorof new Directors are agreed upon by the Board, upon the capital expenditure acquisition and disposals; anyrecommendation of the Board Nominations Committee significant change in accounting policies and/orwhich is charged with the responsibility of leading the practices; appointment or removal of Companyprocess for Board appointments and for identifying and Secretary; approval of major changes to the Company'snominating suitable candidates for the approval of the corporate structure (excluding internal reorganizations)Board. The balance and mix of appropriate skills and and changes relating to the Company's capital structureexperience of Non-Executive Directors is taken into or its status as a public limited company; theaccount when considering a proposed appointment. determination and approval of the strategic objectives and policies of the Company to deliver long-term value;The following core values are also considered to be very recommendation to shareholders of the appointment orimportant in nominating a new Director: removal of Auditors and the remuneration of Auditors;(i) Integrity approval of resolutions and corresponding(ii) Professionalism documentation for shareholders in general meeting(s),(iii) Career Success shareholders circulars, prospectus and principal(iv) Ability to add value to the Company. regulatory filings with the regulators.Shareholding in the Company is not considered a Other powers reserved for the Board are thecriterion for the nomination or appointment of a Director. determination of Board structure, size and composition, including appointment and removal of Directors,The Board formally approves the appointment of all new succession planning for the Board and seniordirectors put forward by the Nomination Committee. All management and Board Committee membership;new Directors (Non-Executive) are required to submit approval of mergers and acquisitions, branch expansionthemselves for re-election at the first Annual General and establishment of subsidiaries; approval ofMeeting following their appointment and subsequent to remuneration policy and packages of the Managingthis submit themselves for re-election at the Annual Director and other Board members, appointment of theGeneral Meeting on a rotational basis, in accordance Managing Director and other Executive Directors andwith the Company's Articles of Association. top management staff, approval of the Board performance evaluation process, corporate governanceResponsibilities of the Board framework and review of the performance of theThe Board determines the strategic objectives and Managing Director; approval of policy documents onpolicies that will deliver long-term value by providing significant issues including Enterprise-wide Riskoverall strategic direction for the Company. Management, Human Resources, Corporate governance and approval of all matters of importance toThe Board also ensures that Management strikes an the Company as a whole because of their strategic,appropriate balance between promoting long-term financial, risk or reputational implications orgrowth and delivering short-term objectives.In fulfilling its primary responsibility, the Board is aware ofAnnual Report & Accounts 2013 10

University Press PLCComposition of the BoardThe following Directors served during the year under review and at the time of this report:NAME POSITIONDr. Lalekan Are ChairmanMr. Samuel Kolawole Managing Director/Chief ExecutiveMr. Innocent C. Okorie Non-Executive DirectorMallam Adamu A. Sufi Independent/ Non-Executive DirectorMr. Obafunso O. Ogunkeye Non-Executive DirectorArc. Ayodeji Olorunda Non-Executive DirectorMr. Yomi A. Adewusi Non-Executive DirectorProf. Theodora A. Ezeigbo Non-Executive DirectorChief Oluneye B. Okuboyejo** Non-Executive DirectorMr. Moses O. Morawo** Executive DirectorMr. Ganiyu A. Adebayo Executive DirectorMrs. Folakemi O. Bademosi** Executive Director** Mr. Moses O. Morawo retired as Executive Director on 12 March 2013 while Chief Oluneye B. Okuboyejo retired asNon-Executive Director on 31 May 2013.Mrs. Folakemi O. Bademosi (Executive) and Professor Theodora A. Ezeigbo (Non-Executive) were appointed asDirectors on 13 March 2013 and 01 June 2013 respectively.The Board met four times during the year under review.Attendance at meetings during the year ended 31 March 2013 is set out below:Date of meetings 28 June 26 Sept 05 Dec 07 March 2012 2012 2012 2013NAMEDr. Lalekan Are P P PPMr. Samuel Kolawole P P PPChief Oluneye. A. Okuboyejo P P PPMallam Adamu A. Sufi P P PPMr. Obafunso O. Ogunkeye P P PPArc. Ayodeji Olorunda P P AA PMr. Yomi A. Adewusi P P PPMr. Moses O. Morawo P P PPMr. Ganiyu A. Adebayo P P PPP-Present, A-Absent, AA- Absent with apology 11

Roles of Chairman and Chief Executive The Managing Director executes the powers delegated toThe offices of the Chairman and Managing Director/Chief him in accordance with guidelines approved by the BoardExecutive are separate and distinct. The roles of the of Directors. The Executive Management is accountableChairman and Chief Executive are separate and no one to the Board for the development and implementation ofindividual combines both. The Chairman is responsible for strategies and policies.leading and managing the Board to ensure that it operateseffectively and fully discharges its legal and regulatory Induction and Continuous Trainingresponsibilities. The Chairman is responsible for ensuring On appointment to the Board and to Board Committees,that Directors receive accurate, timely and clear all Directors receive a formal induction tailored to meetinformation to enable the Board take informed decisions, their individual requirements. The induction, which ismonitor effectively and provide advice to promote the arranged by the Company Secretary, may includesuccess of the Company. The Chairman also facilitates meetings with senior management staff and visitation tothe contribution of Directors and promotes effective various departments in the Head Office with a view torelationships and open communication between building a detailed understanding of the Company'sExecutive and Non-Executive Directors. operations and to introduce Directors to their fiduciary duties and responsibilities.The Managing Director on the other hand is responsiblefor the running of the business and implementation of Training and education of Directors on issues pertaining toBoard's strategies and policies. The Managing Director is their oversight functions is a continuous process, in orderassisted in the day-to-day management of the business of to update their knowledge and skills and keep themthe company by the Executive Management Committee informed of new developments in the business of thewhich comprises all Executive Directors and General Company and its operating environment. The CompanyManagers. The EXCO meets on a regular basis as the attaches great premium to training its Directors.need arises.The trainings attended by the Directors during the financial year under review are listed below:Director Training AttendedMr. Innocent C. Okorie Deterring and Detecting Financial Reporting FraudMr. Yomi A. Adewusi Deterring and Detecting Financial Reporting FraudMr. Ganiyu A. Adebayo Executive Briefing on IFRS for CEOs and Top ManagementRetirement by Rotation Profile of Prof. Theodora A. EzeigboIn compliance with the provisions of the Articles of She is a Professor of English at University of Lagos. SheAssociation of the Company which require one-third of hails from Uga in Anambra State of Nigeria. She startedDirectors (excluding Executive Directors) to retire from her teaching career in 1977 at the University of Lagos andoffice at each Annual General Meeting, Mallam Adamu A. has remained committed to the profession till date and inSufi, Mr. Obafunso O. Ogunkeye and Mr. Yomi A. the same university. She however had her PhD fromAdewusi will retire at this Annual General Meeting and University of Ibadan.being eligible, offer themselves for re-election asDirectors. During her 36 years of service in the university, she has had 20 years of administrative experience combined with 12

University Press PLCacademic, ranging from hall administrator to Sub-Dean of The annual Board appraisal is extensive and covers allthe Faculty of Arts and Chairperson of the University of major Board focus areas, including:Lagos Bookshop Management Committee. Board's structure and compositionProfessor Ezeigbo has won many honours and awardsboth in Nigeria and overseas. They include: Responsibilities, processes and relationships.Commonwealth Fellowship Award, A Research Fellow atthe University of Natal, Pietermaritzburg, South Africa, Individual director competencies and respective roles2005, Best Researcher Award in the Arts and Humanities in the performance of the Board.in the University of Lagos and First Winner of ANA/NNDCFlora Nwapa Price for Literature, to mention a few. Commitment of the Directors through their attendance and contributions at meetingsShe is a member of many Professional organisationsrelevant to her professional calling, including a Fellow of The Managing Director evaluates the performance ofNigerian Academy of Letters. She has attended and Executive Directors while his performance is evaluated bypresented papers at many conferences and trainings. the Chairman. The results of the evaluation are discussedShe has published 49 books and 17 short stories in with the individual Directors.journals and magazines. She published 81 articles inlearned journals. Two of her books have been translated. As noted in the attendance, the Directors demonstrated their commitment to the Company's growth.Professor Ezeigbo’s competencies are required in thecore business of the Company (publishing) as the Changes in the BoardCompany continues to set the pace for high quality books Details are contained on page 31 and in the Directors'to meet the needs of the Nigerian academic environment. report.She was appointed to the Board of University Press Plc on Directors Remuneration01 June 2013 and she is hereby presented for the Non-Executive Directors' remuneration is limited to sittingapproval of shareholders as a Non-Executive Director of allowances and Directors' fees. They are howeveryour Company. reimbursed for travel, hotel and similar expenses incurred in the course of discharging their duties. Details ofBoard Appraisal remuneration paid to Executive and Non-ExecutiveThe Board has a system of evaluating its performance Directors in the financial year ended 31 March 2013 isannually. Committees and individual Directors are also contained in Note 29(b) of this Annual Report.assessed annually. Board CommitteesThe Board adopted a formal policy on Board evaluation The Board carries out its responsibilities through itsduring the period under review. The objectives of the Standing Committees, which have clearly defined terms ofperformance evaluation are to: reference setting out their roles, responsibilities, functions and scope of authority. The use of Committees allows the (i) Improve efficiency of the use of the Board's time. Board to give adequate attention to specific matters. The Committees are set up in accordance with statutory and (ii) Ascertain and enhance Board and Corporate regulatory requirements and consistent with global best performance. practices. (iii) Identify expertise gaps on the Board. Membership of the Committees of the Board is intended to maximally use the skills, experience and competencies of (iv) Identify the training and developmental needs of Non-Executive Directors in particular. The use of Directors Committees also promotes good relationship among Executive and Non-Executive Directors. (v) Provide opportunity for Board members to express their views. Annual Report & Accounts 201313

Some of the Committees of the Board meet quarterly but Non-Executive Directors and three (3) Executivemay hold extraordinary sessions as the business of the Directors. This Committee is responsible for:Company demands. Defining the Company's strategic objective andThe Board has four (4) Standing Committees in addition to setting overall corporate targets for the Company.the Audit Committee of the Company, namely BoardOperations Committee, Board Risk Management Overseeing the management and conduct of theCommittee, Board Establishment and Remuneration business of the Company.Committee and Board Nomination Committee. Theresponsibilities of the Board are further discharged Evaluating the performance of the Company inthrough these Committees. relation to the budget and other yardsticks.The Committees make recommendations to the Board, Establishing priorities and allocating resources to thewhich retains responsibility for final decision making. various segments of Company operations.All Committees in the exercise of their powers so Reviewing and advising the Board on majordelegated conform to the regulations laid down by the investment and proposals by Management.Board, with well-defined terms of reference contained inthe Charter of each Committee. The Committees render Regularly reviewing the business strategy of thereports to the Board at the Board's quarterly meetings. Company and its execution.A summary of the roles, responsibilities, composition and Reviewing the budget and other estimates andfrequency of meetings of each of the Committees are as making appropriate recommendations to the Board.stated hereunder: Giving anticipatory approval on behalf of the BoardBoard Operations Committee and ensuring that such approval is ratified by the Board at its next meeting.The Board Operations Committee comprises three (3) The following Directors served as members of the Committee during the year ended 31 March 2013:S/no. Name Status Designation(i) Mallam Adamu A. Sufi Non-Executive Chairman(ii) Mr. Samuel Kolawole Managing Director Member(iii) Arc. Ayodeji Olorunda Non-Executive Member(iv) Mr. Yomi A. Adewusi Non-Executive Member(v) Mr. Moses O. Morawo Executive Member(vi) Mr. Ganiyu A. Adebayo Executive MemberThe Committee met four times during the year under review.Attendance at meetings during the year ended 31 March 2013 is set out below:Date of meetings 26 June 25 Sept 03 Dec 04March 2012 2012 2012 2013NAMEMallam Adamu A. Sufi P P P PMr. Samuel Kolawole P P P PArc. Ayodeji Olorunda P P AA PMr. Yomi A. Adewusi P P P PMr. Moses O. Morawo P P P PMr. Ganiyu A. Adebayo P P P PP-Present, A-Absent, AA- Absent with apology 14

University Press PLCBoard Risk Management CommitteeThe Board Risk Management Committee has oversight function for the overall risk assessment of various areas of theCompany's operations and compliance. This Committee is tasked with the responsibility of setting and reviewing theCompany's risk policies. The coverage of supervision includes the following: market risk, credit risk, operations risk,technology risk, liquidity risk and other pervasive risks as may be posed by the events in the publishing industry at anypoint in time.The Terms of Reference of the Board Risk Management To oversee Management's process for theCommittee include: identification of significant risks across the Company and the adequacy of prevention, detection and To review and recommend for the approval of the reporting mechanisms. Board, the Company's Risk Management Policies including risk appetite and risk strategy. To conduct periodic review of changes in the economic and business environment of the Company. To evaluate the Company's internal control and assurance framework annually, in order to satisfy itself To review the Company's compliance level with on the design and completeness of the framework applicable laws and regulatory requirements which relative to the activities of the Company and its risk may impact on the Company's risk profile. profile. To handle any other issue referred to the Committee To facilitate the development of a comprehensive risk from time to time by the Board. management framework for the Company and enforce compliance with the approved risk management The Chief Compliance Officer of the Company policies and processes. presents quarterly reports to the Committee at its meetings. To review the adequacy and effectiveness of risk management and controls.The Board Risk Management Committee comprised the following members during the period under review:S/no. Name Status Designation(i) Mr. Yomi A. Adewusi Non-Executive Chairman(ii) Mr. Samuel Kolawole Managing Director Member(iii) Arc. Ayodeji Olorunda Non-Executive Member(iv) Mr. Obafunso O. Ogunkeye Non-Executive Member(v) Mr. Moses O. Morawo Executive Member(vi) Mr. Ganiyu A. Adebayo Executive MemberThe Committee meets quarterly and additional meetings are convened as required. The Committee met four (4) times inthe year ended 31 March 2013.Attendance at meetings during the year ended 31 March 2013 is set out below:Date of meetings 26 June 25 Sept 03 Dec 04March 2012 2012 2012 2013NAMEMr. Yomi A. Adewusi P P P PMr. Samuel Kolawole P P P PArc. Ayodeji Olorunda P P AA PMr. Obafunso O. Ogunkeye P P P PMr. Moses O. Morawo P P P PMr. Ganiyu A. Adebayo P P P PP-Present, A-Absent, AA- Absent with apology 15

Board Nominations CommitteeThe Committee is responsible for the identification and nomination of candidates for appointment to the Board.The Terms of Reference of the Board Nominations Committee include: Developing a written, clearly defined and transparent procedure for appointment to the Board of Directors. Considering whether nominees for the position of directors are fit and are proper persons that have the required skill, experience and integrity to be on the Board of the Company. Ensuring that newly appointed Directors are properly inducted on the key functions of the operations of the Company. Ensuring that the Board conducts a Board evaluation on an annual basis.The Board Nomination Committee comprised the following members during the period under review:S/no. Name Status Designation(i) Chief Oluneye B. Okuboyejo Non-Executive Director Chairman(ii) Mr. Obafunso O. Ogunkeye Non-Executive Director Member(iii) Mallam Adamu Sufi Non-Executive Director Member(Iv) Mr I. C. Okorie Non-Executive Director MemberThe Committee met only once during the year ended 31 March 2013. All members attended the meeting.Board Establishment and Remuneration Committee Training of Directors and senior management staff.The Board Establishment and Remuneration Committeehas the responsibility of setting the parameters of Make recommendation on compensation structureRemuneration Policy for the Company, determining the for Executive Directors.policy of the Company on the remuneration of theManaging Director and other Executive Directors. Periodic review of human resource policies as they affect the staff.The Committee also considers specific remunerationpackages and recommend for the approval of the Board Performance appraisal, remuneration andpolicy relating to all remuneration schemes and long-term disciplinary cases in relation to senior staff andincentives for Company's employees. managers.The terms of reference of the Committee are: Determine and recommend to the Board, the Company's overall policy for remuneration of Senior Determine the Company's strategic human resource Management, Executive Directors, the Managing policies. Director and the Board Fees. Determine staff matters in respect of senior Responsible for the oversight of strategic issues management staff. relating to human resources, including employee retention, equality and diversity as well as other Review and make recommendations to the Board for significant employee related matters. approval of the Company's organizational structure and any proposed amendment. Handle any other issue referred to the Committee from time to time by the Board. Oversee the maintenance of the Company's communication and information policy. 16

University Press PLCThe Executive Directors do not sit in the Committee when their remunerations are to be considered.Members of the Board Establishment and Remuneration Committee during the period under review are:S/no. Name Status Designation(i) Mr. Obafunso O. Ogunkeye Non-Executive Chairman(ii) Mr. Samuel Kolawole Managing Director Member(iii) Chief Oluneye O. Okuboyejo Non-Executive Member(iv) Mr. Innocent C. Okorie Non-Executive Member(v) Mr. Moses O. Morawo Executive Member(vi) Mr. Ganiyu A. Adebayo Executive MemberThe Committee met four times during the year under review.Attendance at meetings during the year ended 31 March 2013 is set out below:Date of meetings 25 June 24 Sept 04 Dec 05 March 2012 2012 2012 2013 NAME Mr. Obafunso O. Ogunkeye P P P P P PMr. Samuel Kolawole PP P PChief Oluneye O. Okuboyejo PP P PMr. Innocent C. Okorie PP P PMr. Moses O. Morawo PP P PMr. Ganiyu A. Adebayo PPP-Present, A-Absent, AA- Absent with apologyAudit CommitteeThe Committee is responsible for exercising the Board's oversight function in relation to the integrity of the audit andfinancial reporting process. The Committee is established in compliance with section 359(3) of the Companies and AlliedMatters Act, CAP C20 LFN 2004.The Committee comprises three representatives of shareholders and three Non-Executive Directors. Therepresentatives of shareholders are usually elected or nominated at the Annual General Meeting of the Company. TheBoard's representation is also reconstituted from time to time to ensure that Directors with relevant knowledge andexperience are appointed to serve on the Committee. One of the shareholders serves as the Chairman of the Committee.The Committee meets at least four (4) times in a year. The following members served on the Committee during thefinancial year ended 31 March 2013:S/no Name Status Designation (I) Dr. Olubunmi A. Koyejo Shareholder Chairman (ii) Mr. Adeyemi J. Gboyega (Late) Shareholder Member (iii) Mr. Olubiyi A. Akintobi* Shareholder Member (iv) Mr. Alexander A. Adio, JP* Shareholder Member (v) Chief Oluneye O. Okuboyejo Non-Executive Director Member (vi) Mr. Innocent C. Okorie Non-Executive Director Member (vii) Mr. Yomi A. Adewusi Non-Executive Director Member*Mr. Alexander A. Adio, JP was elected as a member of the Committee on September 27, 2012 at the Annual GeneralMeeting of the Company while Mr. Olubiyi A. Akintobi ceased to be a member on the same date. 17

The Committee met four times during the year under review. Attendance at meetings during the year ended 31 March2013 is set out below:Date of meetings 27 June 24 Sept 04 Dec 06 March 2012 2012 2012 2013NAMEDr. Olubunmi A. Koyejo P P P PMr. Adeyemi J. Gboyega (Late) P P P PMr. Olubiyi A. Akintobi P P NRE NREMr. Alexander A. Adio, JP* NYE NYE P PChief Oluneye O. Okuboyejo P P P PMr. Innocent C. Okorie P P P APMr. Yomi A. Adewusi P P P PP-Present, A-Absent, AA- Absent with apology, NYE- Not Yet Elected, NRE- Not re-electedThe major functions of the Committee include: Ensuring the independence and objectivity of the External Auditors. The Committee has access to Ensuring that the accounting and reporting policies external auditors to seek explanations and additional of the Company are in accordance with legal information, while the internal and external auditors requirements and agreed ethical practices. have unrestricted access to the Committee, which ensures that their independence is in no way impaired. The approval of the annual audit plan of the Internal Auditors. Recommend to the Board the appointment, removal and remuneration of External Auditors. Review and approval of the audit scope and plan of the External Auditors. The Internal Auditor reports quarterly to the Audit Committee. Review the External Auditors' findings on management and departmental responses thereon. The Internal and External Auditors are invited from time to time to attend the Meetings of the Committee. The Managing Review the adequacy and effectiveness of the Director, the Chief Financial Officer and appropriate members Company's systems of accounting and internal of Management also attend the Meetings upon invitation. control. Shareholders Review the annual and interim financial statements The Board endeavours to provide timely and accurate of the Company. disclosure of all material information of the Company to shareholders. Where practicable, the Board is prepared to Assist in the oversight of the integrity of the enter into dialogue with institutional investors. Company's financial statements. At present, the Board communicates information about the Ensuring compliance with legal and other regulatory Company's operations, activities and performance to requirements. shareholders and the public through the following: To authorize the Internal Auditor to carry out (i) Annual Reports which contain the financial and investigation into any activities of the Company that operational review of the Company's business, may be of interest or concern to the Committee. corporate information, financial statements, Directors' report, etc; Oversee management's process for the identification of significant fraud risks across the Company and ensure that adequate prevention, detection and reporting mechanisms are put in place. 18

University Press PLC(ii) Various announcements made to the Nigerian Stock shareholders. It ensures that the rights of shareholders are Exchange and Securities and Exchange protected at all times. Adequate information/notice of Commission which include quarterly returns; meetings is disseminated to the shareholders regularly. Attendance at the Annual General Meeting is open to(iii) The Company's website at www.universityprespplc.com is shareholders or their proxies and proceedings at the continuously updated to provide easy access to meeting are usually monitored by representatives of the corporate information relating to the Company and its Nigerian Stock Exchange (NSE), Securities and activities. Exchange Commission (SEC) and the Corporate Affairs Commission (CAC).The Annual General Meeting remains the principal forumfor dialogue with all shareholders while the Extraordinary Communication PolicyGeneral Meetings are held as and when required. The The Board and Management of the Company adopt andBoard encourages shareholders to attend the forthcoming implement appropriate communication policies to ensureAnnual General Meeting and undertakes to answer all that communication and dissemination of informationquestions raised by the shareholders. regarding the operations and management of the Company to shareholders, stakeholders and the generalThe General Meeting of the Company is the highest public is timely, accurate and continuous, to give adecision making body of the Company. The Company's balanced and fair view of the Company's financial andGeneral Meetings are conducted in a transparent and fair non-financial matters. Such information, which is in plainmanner. Shareholders have the opportunity to express language, readable and understandable, is consistent andtheir opinions on the Company's financial results and is available on the Company's website,other issues affecting the Company. www.universitypressplc.com. The website is constantly updated with information as events occur. The websiteThe Annual General Meetings are attended by also has an Investors portal where the Company's annualrepresentatives of regulators such as the Securities and reports and other relevant information about the CompanyExchange Commission, the Nigerian Stock Exchange, are published and made accessible to its shareholders,Corporate Affairs Commission as well as representatives stakeholders and the general public.of Shareholders' Associations. The Company has anInvestors Relations Unit in the Company Secretary Information Flowsdepartment, which deals directly with enquiries from It is the responsibility of the Executive Management undershareholders and ensures that shareholders' interests are the direction of the Board to ensure that the Board receivesprotected. adequate information, on a timely basis, about the Company's businesses and operations at appropriateIn addition, quarterly, half-yearly and annual financial intervals and in an appropriate manner, to enable theresults are published in widely read national newspapers. Board carry out its responsibilities.These results are also uploaded on the Company'swebsite. The Board receives appropriate information in advance from the Management.Protection of Shareholders RightsThe Board ensures the protection of the statutory and The Company Secretarygeneral rights of shareholders at all times, particularly their The Company Secretary provides a point of reference andright to vote at general meetings. All shareholders are support for all Directors. The Company Secretary alsotreated equally, regardless of volume of shareholding or consults regularly with Directors to ensure that theysocial status. receive the required information promptly. The Board may obtain information from external sources, such asThe Board of University Press PLC places considerableimportance on effective communication with its Annual Report & Accounts 201319

consultants and other advisers, if there is a need for Take policy decisions on the effectiveness andoutside expertise, via the Company Secretary or directly. efficient management of the Company. Its primaryThe Company Secretary is also responsible for assisting responsibility is to ensure the implementation ofthe Board and Management in the implementation of the strategies approved by the Board, provide leadershipCode of Corporate Governance for Public Companies in to the Management team and ensure efficientNigeria; coordinating the orientation and training of new deployment and management of the Company'sDirectors and the continuous education of Non-Executive resources. The Committee also serves asDirectors; assisting the Chairman and Managing Director processing unit for issues to be brought to theto formulate an annual Board Plan and with the attention of the Board.administration of other strategic issues at the Board level;organizing Board meetings and ensuring that the minutes (ii) Other Committeesof Board meetings clearly and properly capture Board In addition to the Executive Committee, the Companydiscussions and decisions. has the following Standing Committees: (a) Management CommitteeIndependent Advice (b) Risk Management CommitteeThe Directors can obtain independent professional advice (c) Sales Management Committeeat the Company's expense in the performance of their (d) Assets Purchase Committeeduties as Directors. (e) Assets Disposal Committee (f) Debt Monitoring and Recovery CommitteeInsider Trading and Price Sensitive Information These are Committees comprising senior managementDirectors, insiders and their immediate families in possession staff of the Company. The Committees are risk driven asof confidential price sensitive information (“insider they are basically set up to identify, analyze, synthesizeinformation”) are prohibited from dealing with the securities of and make recommendations on risks arising from day tothe Company where such would amount to insider trading. day activities of the Company. They also ensure that riskDirectors, insiders and related parties are prohibited from limits as contained in the Board and Regulatory policiesdisposing, selling, buying or transferring their shares in the are complied with at all times. They provide inputs for theCompany for a period commencing from the date of receipt of respective Board Committees and also ensure thatsuch insider information until such a period when the recommendations of the Board Committees are effectivelyinformation is released to the public. and efficiently implemented. They meet as frequently as necessary to take immediate action and decisions withinManagement Committees the confines of their powers.In addition to the Board, Board Committees and AuditCommittee, the Company's corporate objectives are also Whistle Blowing Proceduresmet through the following Management Committees: The Company has established a whistle blowing procedure that provides for anonymity. The Company has one hotline(i) Executive Committee and a dedicated e-mail address for whistle blowing The Committee is comprised of the Managing Director, procedures. The hot number is 0808 671 1831 and the e- Executive Directors and General Managers. The mail address is [email protected]. Committee meets fortnightly (or such other times as business exigency may require) to deliberate andAnnual Report & Accounts 2013 20

University Press PLCRISK MANAGEMENT REPORTThe Company appreciates the important role Risk reoccurrence shall be assessed in terms ofManagement plays in assessing the current effectiveness of existing control and strategies.performance and future success. (c) The consequence of all risks identified shallRisk Management strategies are developed to clearly be quantified in monetary terms.define limits, to mitigate all categories of risks, ensure (d) Adequate provisions shall be made to take carerisk based approach to internal control and recommend of contingencies.strong sanction policy to ensure compliance.Total avoidance of risks in a business environment is Risk Management Government Structureimpossible, however actions are taken and procedures The Company has an on-going process for identifying,or processes are put in place to manage and mitigate evaluating and managing significant risks facing theexposure. Company. The risk management roles andThe going concern of any entity may be threatened by its responsibilities are assigned to stakeholders in theproducts, records, finances, human resources and Company at three levels as follows:operating environment.Efforts are made from time to time to identify risks facing Level 1 - Boardour business and appropriate controls are established to Currently the risk management function is driven by theavoid or minimize their impacts on the Company. Board of Directors and assisted by the Management. As a demonstration of the Board's commitment to riskEnterprise Risk Management management, a Board Risk Management CommitteeThe key areas of our Enterprise Risk Management are: meets quarterly to assess the risk facing publishing business. Aligning risk appetite and strategy The Committee reviewed the existing controls and Enhancing risk response ensures that new controls are implemented where Reducing operational surprises and losses necessary especially in the areas where risks are Identifying and managing multiple and cross considered to have greater likelihood and impact on the enterprise risks business of our Company. Exploring opportunities Improving deployment of resources. Level 2 - Management Risk Management Committee was also established byRisk Appetite the Management to ensure that appropriate proceduresOur risk appetite describes the quantum of risk that we are put in place and that Board's decisions as theywould assume in pursuant of our business objectives affect risks management are implemented.from time to time. Our risk appetite is definedquantitatively at both Enterprise and Business and Level 3 - Operational UnitsSupport levels. The Board of Directors sets target or Key They are comprised of various operational units withinPerformance Indicators for both levels. the Company. They manage operational risks, compileUniversity Press Plc would be risk averse; therefore, all and maintain Risk Register and execute the prescribedpractices will encourage this low risk appetite status. action plans on risk control. Our Internal Audit Department provides independentRisk Management Methodology appraisal of the Company's risk framework for internal (a) Risk shall be prevented and avoided at each risk assurance. The Department assesses compliance level of our operations. with established controls and risk management (b) The magnitude of the consequences of each methodologies. risk shall be noted and possibility of Material risks relevant to our business fall into the following categories: Annual Report & Accounts 201321

Market Risk Association and contributes meaningfully from time toThe Company is exposed to market risks which may time to its anti-piracy campaigns. We collaborate withaffect its revenue. The risks include sales return, other Publishers to conduct raids in different locationspromotion by retailers, bulk orders, change in based on the available information with the support ofgovernment policies. Nigeria Copyright Commission.The principal market risk in book publishing is thatconsumers may not buy books sold to retailers or We also move closer to our customers. Relationshipdistributors and such books are returned for credit or to management is part of our marketing strategies.reduce the indebtedness of the retailers to theCompany. The distributors or retailers may not also We review our books at intervals to give more to ourpromote books with low profit margin. customers who are conscious of new developmentBooks bought by government and their agencies may within the context of our books.not be distributed to the end-users but moved to theopen market by unscrupulous staff and sold at ridiculous Change in Government Policiesprices to compete with our books. Unexpected changes in the curriculum or even government policies as related to education in NigeriaManagement of market risk may affect our books and sales thereon. TheWe don't encourage sales or return, but we ensure that consumers are not usually interested in the roadmapsonly those books in saleable condition and returned for changeover from old curriculum to new ones.within reasonable time are received where it is Stakeholders, including Publishers may not benecessary to do so. Our prices are competitive and our adequately involved in the changes in governmentdiscount policy which is a function of price is flexible and policies as they affect book publishing.reasonable. Failure of books to comply with the latest approvedWe shall continue to monitor markets and give curriculum will affect revenue and profitability of theinformation to relevant government agencies to curb the Company.activities of unscrupulous staff. We realized thatgovernment alone cannot provide all books and to all Management of changes in government policiespupils or students, as such, we shall not relent from We maintain a good relationship with agencies relevantaggressive marketing. to our business to enable us act promptly. The Company is an active member of Nigeria PublishersPiracy Risk Association and participates adequately in anyBooks may be pirated thereby undermining the activities relating to books organized by recognizedCompany's returns on its investment. The activities of Associations or bodies.Pirates have continued to grow every year. Thetechnology made it easy to print millions of copies We also monitor our environment for new information orabroad and bring them through air or land to Nigeria. policies or guidelines.They could afford to sell at any price because they do notpay royalties to authors, they do not pay dividends to Our print-runs consider short period sales forinvestors in the Publisher's Company, they do not pay curriculum based books.taxes and levies to government and they do not pay theright employees. Title Acquisition Risk/Advance royalty Risk The company may invest in the production of title thatManagement of Piracy Risk may not sell in the market. Increased pressures from authors or their agents for royalty advances have theOur Company is an active member of Nigeria Publishers potential to reduce margins when those advances remain unearned.Annual Report & Accounts 2013 22

University Press PLCManagement of title acquisition risk Instability in exchange rates may affect the liquidity andWhen considering a title acquisition, an initial purchase performance of the Company.evaluation process is carried out and signed off at asenior level. A comprehensive market survey is The Company's revenues, profits, assets, liabilities andconducted to determine the marketability of the title. cash flows can be affected by movements in exchange rates.There is also a system of continuous review, analysisand feedback on title performance to better inform future Management of currency riskacquisition. The Company is able to take advantage of certain natural hedge flows within the business operationsAdvance royalty on an existing product is usually based which helps to minimize the impact of the fluctuations inon the expected or accrued royalty for that particular exchange rates. The Company will use forward rates toyear. This is to say that advances are sometimes limited minimize the risk where appropriate.to expected royalty in one year. Our prices are quoted in US Dollars when sellingExpected royalty is based on feedback from market outside Nigeria especially for competitive bidding.survey or information. There was no forward exchange contracts entered intoBusiness Continuity Risk during the current or preceding financial year. It is theThe security and robustness of our system, in particular Company’s policy not to engage in any speculativeour IT system are important in all aspects of our trading in foreign currencies.business, whether in respect of editorial and productionprocesses, marketing and sales, or in respect of Credit Riskinformation management and record keeping. Loss of The Company's credit risk is primarily attributed to itsdata about the business or relevant parties to our trade receivables which are spread over a number ofbusiness may have adverse effect on the performance customers. Credit sales increase the risk of bad debtsof the Company. which could affect the profitability of the Company.Management of business continuity Risk Management of Credit RiskThe performance of our key customers and suppliers is The credit worthiness checks are undertaken beforeregularly monitored with a view to ensuring that our entering into contracts or supply books to newexistence is not threatened. The exercise has continued customers and credit limits are set on all new andto assist our response in the areas of time, process and existing customers.nature.IT processes are continually updated and security The approval limits are as follows:improved, with weekly offsite back up of electronic files. Approval Authority Approval LimitWe have digitized virtually all our old key titles and all ourtitles subsequently. Zonal Managers Below N1mAdequate financial strategies are put in place to ensure Head of Marketing Above N1m but below N3mavailability of funds to meet the financial needs of theCompany in a short, medium and long term. Executive Directors/Currency Risk Executive Management Above N3m but belowThe Company sells its products outside Nigeria. It alsobuys goods and services in currencies other than Naira. N50m Board Operations Committee/Board Above N50m The Company monitors compliance with credit terms by the customers and appropriate steps are taken against defaulting customers. Annual Report & Accounts 2013

A standing Committee, Debt Monitoring/Recovery interest rate risk. However, rates are usually agreedCommittee was constituted by the Management to with our banks and communicated in writing prior to theensure compliance with established control procedures use of any bank facilities.relating to trade receivables and recover outstandingdebts. In pursuance of that mandates, the Committee The Company’s exposure to changes in interest rate isvisits the customers and design appropriate procedures mainly attributable to a short time deposit. As per theto ensure prompt collection of debts. interest rate on our short term deposits, marketsThe activities of the Committee include assessment of surveys are conducted and reviewed regularly beforethe ability of the customers to pay to enable the and after any investment to ensure that the Company isCompany determine the extent to which the debts have not short-changed or materially affected by cash flowbeen impaired. interest rate risk.No interest is charged on the accounts receivables. Inventories Risk Inventories risk may arise from excessive investmentThe credit risk on liquid funds is limited as the funds are on inventories which will deny other priority areas fromheld at banks with high credit ratings assigned by necessary attention. Inventories may be obsolete,international credit rating agencies. damaged or stolen. Excessive inventories will have negative effect on the performance of the Company.Liquidity RiskLiquidity risk is the risk that the Company is unable to Management of Inventories Riskmeet its payment obligations as they fall due. The Appropriate controls are put in place to safeguard ourconsequence of this may lead to short supply or non- inventories. The jobs in the warehouse are designed inavailability of inputs and production stoppage which may such a way that the functions of recording, custody andlead to loss of revenue. approval are separated and carried out by different persons.The principal aim of the Company's liquidity Estimated sales demand, lead-time and economicmanagement is to maintain a balance between order quantities are considered in stock management.continuity of funding and flexibility through the use of In addition to the provision of fire extinguishers, ourbank facilities (e.g. Import Finance Facility), bank loans warehouses are fumigated periodically to secure theand asset leasing. books. Adequate insurance policies are also put in place for burglary, theft, goods-in-transit andManagement of liquidity risk frauds/collusion.Our liquidity risk management framework is designed Our production is based on estimated sales/demand. Aand implemented to ensure availability of fund to meet process is in place to identify obsolete inventories fromour payment obligations. Adequate liquidity and a time to time. These inventories are separated and soldhealthy funding profile were maintained during the year to recoup the cost in full or part.under review. Bad or soiled inventories (damaged) are identified and separated to prevent them from being sold as goodOur reporting system tracks cash flows on daily basis ones, except where they are specially requested forwhich enables management to assess on regular basis with a view to saving the Company from anyour liquidity position. embarrassment.Interest Rate RiskWe do not have any borrowings in form of a bankoverdraft or loans. To this end we are not affected byAnnual Report & Accounts 2013 24

University Press PLC Chairman's Report to the Shareholders at the 2013 Annual General Meeting (AGM) Distinguished Shareholders, Members of the Board of Directors, Ladies and Gentlemen, It is with great pleasure that I welcome you to the 35th Annual General Meeting of our formidable Company, University Press Plc and to present the Annual Reports and Financial Statements for the year ended 31st March, 2013. Before I proceed to unveil the details of your company's performance in 2012/2013, permit me to present an overview of the operating environment during the period under review. The objective is to enable us fully appreciate the opportunities and challenges that your company faced during the period.Business EnvironmentThe nation's Gross Domestic Product (GDP) grew by 6.58 per cent in 2012, which is lower than the 7.43 per cent recordedin 2011. The non-oil sector remained the major driver of growth, recording 8.23 per cent increase in contrast to the oilsector, which contracted by 0.17 per cent during 2012. The relatively robust growth projections, despite the slowingglobal economy, reflected the somewhat favourable performance of wholesale and retail trade; the services sectors;outcome of banking sector reforms; and initiatives by government to stimulate the real economy.During the period under review, the Nigerian capital market rallied as equities' market indicators trended upwards. Marketdata show that the All-Share Index (ASI) increased by 35.45 per cent from 20,730.63 points to 28,078.80 points betweenDecember 30, 2011 and December 31, 2012. Market Capitalization (MC) also increased by 37.38 per cent, from N6.53trillion to N8.97 trillion during the same period.The industrial sector also gave a better performance, with the Central Bank's industrial production index making year-on-year gains in each of the first three quarters of 2012. The bulk of the growth was attributed to increased activities in theelectricity, mining and manufacturing sub-sectors. However, while the manufacturing capacity utilisation rate showedconsistent gains in the first three quarters of 2012, its modest contribution to GDP has prompted some concern.But while the economy in GDP terms was doing relatively well, inflation remained a major challenge all through the yearunder review. The Central Bank of Nigeria's (CBN) Monetary Policy Committee (MPC) in its Communiqué Number 87,observed that, on the average, inflationary pressure was elevated in 2012. The average inflation rate in 2012 stood at12.24 per cent. The major drivers of inflation in 2012 included food and non-alcoholic beverages, housing, water,electricity and transport.Improvements in social welfare indicators have been much slower than would have been expected in the context of thisgrowth. Poverty reduction and job creation have not kept pace with population growth, implying social distress for anincreasing number of Nigerians. The official unemployment rate had steadily increased from 12 per cent of the workingage population in 2006 to 24 per cent in 2011. Progress towards the fulfilment of many of the Millennium DevelopmentGoals has been slow, and the country ranked 153 out of 186 countries in the 2013 United Nations Human DevelopmentIndex.The Publishing IndustryThe publishing industry has become intensely competitive. However, we have good reasons to be confident in ourcapability, ability and zeal to surmount challenges, mitigate risks, take advantage of profitable opportunities, sustain ourpedigree and in fact, surpass achievements year-on-year.In 2012/2013, our Company delivered a very good performance – in a very challenging year characterized by severe cost Annual Report & Accounts 2013 25

pressures and intensified competition – due to the result-oriented strategies of the Company. We continued to deliveroutstanding results despite the difficult economic environment of 2012 and the deteriorating security situation in thecountry. This is characterized by the Boko Haram insurgency in the Northern parts of the country that resulted in thedeclaration of a state of emergency in Yobe, Borno and Adamawa States. This made business opportunities in thoseareas almost non-existent for those in the book business. However, we are pleased to have maintained the positivemomentum on our path towards long-term sustainable, profitable and capital efficient growth, in spite of all thesechallenges. We will continue to explore other areas of operations to cushion the effects of the challenges.Operating ResultIn spite of the external environment, our Company remained focused and was able to build on the previous year'ssuccess by increasing its turnover by 11% from N2.082 billion in 2011/2012 to N2.313 billion in 2012/2013. The earningsalso increased by 15% from N227.4 million in 2011/2012 to N260.7 million in 2012/2013.DividendIn light of the Company's performance, the Board of Directors is pleased to recommend a dividend payout of 35k,resulting in a total dividend payment of N150.9 million, having considered the future cash requirement for investment andprofitable growth.Capital ExpenditureDuring the period under consideration, a total sum of N121 million was spent on acquiring property, plant and equipment.This was spent majorly on acquisition of field vehicles and office equipment.Corporate Social ResponsibilityThe Company continued to make substantial contributions to improving the education of our community. In 2013, booksworth N5million were donated to nine (9) public secondary schools and Oyo State Government for Education Summit.This gesture will be extended to the other five (5) geo-political zones in the coming years.Human ResourcesWe have always held our staff in high esteem as there is no gainsaying that they are the most important resource that hasgiven rise to the Company's unprecedented accomplishment. The successes that the Company has been recordinghinge on the invaluable contribution of the staff. Consequently, we will continue to enhance their productivity throughtraining and development in order to equip and keep them abreast of dynamic trends in the industry.On behalf of the Board of Directors, I hereby express my profound gratitude to the Managing Director for his exceptionalleadership, the Management team, as well as the staff, for their passion for excellence, diligence, outstanding dedication,hard work, strong commitment and willingness to succeed in the face of the harsh economic climate and ever-growingcompetition.Board Appointments/RetirementsIn the course of the financial year, our Executive Director (Marketing/Distribution), Mr. M.O. Morawo retired from theservices of the Company with effect from 12th March, 2013. I also wish to inform you that subsequent to the financial yearend, Chief O.B. Okuboyejo who had served as a Non-Executive Director retired from the Board of the Company witheffect from 31st May, 2013.To ensure that the composition of the Board of Directors is in compliance with the best corporate practices, Prof. (Mrs.)Theodora A. Ezeigbo has been appointed as a Non-Executive Director with effect from 1st June, 2013. Also, Mrs. F.O.Bademosi has been appointed as Executive Director (Publishing) with effect from 13th March, 2013. Until herappointment, Mrs. F.O. Bademosi was the Company's General Manager (Publishing).Annual Report & Accounts 2013 26

University Press PLCWe wish Mr. M.O. Morawo and Chief O.B. Okuboyejo well in their future endeavours and a happy retirement. We alsowish both Prof. T.A. Ezeigbo and Mrs. F.O. Bademosi successful tenure of office.Future ProspectsDistinguished shareholders, notwithstanding the daunting challenges in the operating environment, your company hascontinuously retained its position as the foremost publishing company in the nation and is fully equipped to surpassprevious landmarks by utilizing state of the art technology and processes in developing quality world-class products, anefficient and effective marketing and distribution network and well-motivated staff.For us to succeed in this respect, we need to improve the capital at the disposal of the Company. To this end, and in linewith suggestions that most of you have made, we are proposing to increase the authorized share capital, paid-up sharecapital, hence we are seeking your approval at the 2013 Annual General Meeting to raise funds from the Capital Market. Ilook forward to your approval of all the resolutions in this regard.With the strength of our management, in-depth market knowledge, unflinching professionalism combined with consistentexcellent performance, there is enough reason for optimism, prominent amongst which is management's and staff's raredisposition that constantly demands improvement over previous achievements.We will continuously analyse our strategies and, where necessary, adjust our objectives based on the businessenvironment.ConclusionOn behalf of the Board and Management, I wish to thank our shareholders for their unqualified support and the continuedtrust and confidence reposed in us. I also express my gratitude to our numerous customers within and outside for theircontinued patronage.My heartfelt gratitude also goes to my colleagues on the Board, the Management and Staff for their immeasurablecontribution towards the continued growth of this great company, as well as our bankers and the External Auditors –Messrs BDO Professional Services for their invaluable services.I thank you for your attention.Dr. Lalekan AreChairmanThursday, September 26th, 2013 Annual Report & Accounts 2013 27

Management TeamDR LALEKAN ARE MR SAMUEL KOLAWOLE MALLAM ADAMU A. SUFI Chairman Managing Director DirectorMR INNOCENT C. OKORIE MR GANIYU. A. ADEBAYO FOLAKEMI OMOBOLA BADEMOSI (MRS) Director Executive Director (Finance) Executive Director (Publishing)ARC. AYODEJI OLORUNDA MR OBAFUNSO OGUNKEYE MR YOMI AREMU ADEWUSI PROF THEODORA AKACHI EZEIGBO Director Director Director DirectorAnnual Report & Accounts 2013 28

University Press PLC Management Team ISHOLA AKINSOLA ALIYU OLADEJO MOHAMMED General Manager Principal Manager(Products Development) (National Field Operations)AYODEJI AMOO BALOGUN GAFAR AMOBI FAKEMI LOVE BOSEDE SHABA (Ms) Principal Manager (Audit) Principal Manager Senior Manager (New Horizon) (Distribution)TIMOTHY OLAJIDE JEGEDE SAUDAT ABIODUN AJIBADE (Mrs) ADEMOLA OJERINDE Senior Manager (PA to MD)/ Senior Manager (Finance) Senior Manager (Production) Ag Head Human ResourcesOLUTAYO PETER OJO CHRISTIAN E. ASIEBA PETER KARWUA HAMBEH OLUSEGUN AJIBOLA SANYA Senior Manager Senior Manager Senior Manager Senior Manager(Information Technology) (Field Operations Jos Zone) (Field Operations Abuja Zone) (Field Operations Lagos Zone) Annual Report & Accounts 2013 29

DIRECTORS' REPORTThe Directors are pleased to present their report on the affairs of University Press Plc, together with the audited financialstatements for the year ended 31st March, 2013.1. LEGAL FORM The Company is a Public Limited Liability Company listed on The Nigerian Stock Exchange. It commenced operations in Nigeria as a branch of Oxford University Press in 1949 and it assumed its present form upon incorporation on 14 August 1978.2. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The principal activity of the Company continues to be publishing, sales and distribution of educational books and materials. The Company intends to carry on fulfilling its objectives as stated in its memorandum of association.3. OPERATING RESULTS The Company's turnover and profit before tax increased by 11% and 15% respectively. Highlights of the Company's operating results for the year under review are as follows: March 2013 March 2012Revenue N'000 N'000Profit before tax 2,312,711 2,082,124TaxationProfit attributable to owners of the entity 393,300 343,512 (132,598) (116,085) 260,702 227,4274. DIVIDEND The Directors recommend a dividend of 35k (2012 : 35k) per ordinary share of 50 kobo each amounting to N150,993,326.40 to be paid to shareholders subject to approval at the Annual General Meeting. The proposed dividend is subject to withholding tax and is payable on 26 September, 2013 to shareholders whose names appear on the Register of Members as at close of business on 30 August 2013.5. PROPERTY, PLANT AND EQUIPMENT Movements in property, plant and equipment of the Company are as shown in Note 32 to the financial statements on page 66. In the opinion of the Directors, the market value of the Company's properties is not less than the value shown in the financial statements.6. DIRECTORS AND THEIR INTERESTS The names of the Directors who served during the year and at the date of this report are as follows:Dr. Lalekan Are ChairmanMr. Samuel Kolawole Managing DirectorChief Oluneye B. Okuboyejo Non-executive DirectorMr. Innocent C. Okorie Non-executive Director 30

University Press PLCMallam Adamu A. Sufi Non-executive DirectorMr. Moses O. Morawo Executive Director (Marketing and Distribution)Mr. Ganiyu A. Adebayo Executive Director (Finance)Mr. Obafunso O. Ogunkeye Non-executive DirectorArc. Ayodeji Olorunda Non-executive DirectorMr. Yomi Aremu Adewusi Non-executive DirectorMrs. Folakemi Bademosi Executive Director (Publishing)Prof. Theodora A. Ezeigbo Non-executive DirectorSince the last Annual General Meeting, the following changes have taken place on the Board of Directors:(i) Mr. Moses O. Morawo retired as Executive Director on 12 March 2013.(ii) Mrs. Folakemi O. Bademosi was appointed as Executive Director with effect from 13 March 2013.(iii) Chief Oluneye B. Okuboyejo retired from the Board as a Non-Executive Director with effect from 31 May 2013.(iv) Professor Theodora A. Ezeigbo was appointed to the Board as a Non-Executive Director with effect from 01 June 2013. A proposal will be presented at the meeting for approval of Professor Theodora A. Ezeigbo's appointment to the Board of Directors. The profile of Professor Theodora A. Ezeigbo is contained on page12The interest of Directors in the Issued Share Capital of the Company as recorded in the Register of Membersand/or notified by the Directors for the purpose of section 275 of the Companies and Allied Matters Act, CAP C20Laws of the Federation of Nigeria, 2004 and disclosed in accordance with the listing rules of The NigerianStock Exchange as at 31 March, and 27 June, 2013 are as follows:Directors As at 31st As at 31st As at 27th March 2012 March 2013 June 2013Dr Lalekan AreMr Samuel Kolawole 27,014,619 27,014,619 27,014,619Mr M.O. Morawo 661,776 661,776 661,776Mr Innocent C. Okorie 810,635 810,635 810,635Chief O.B. Okuboyejo - 218,534 218,534Mallam Adamu A. Sufi 412,765 412,765 412,765Mr Ganiyu A. Adebayo 43,200 43,200 43,200Mr Yomi A. Adewusi 217,077 217,077 217,077Mr Obafunso Ogunkeye 124,416 124,416 124,416Arc. Ayodeji Olorunda 47,112 47,112 47,112Mrs. Folakemi Bademosi 168,228 168,228 168,228Prof. Theodora A. Ezeigbo - - - - - -Chief O.B. Okuboyejo is the beneficial owner of 139,771 units of ordinary shares held by Adebukunola InvestmentLimited.None of the Directors has notified the Company, for the purpose of Section 277 of the Companies and Allied Matters 31

Act, CAP C20 Laws of the Federation of Nigeria, of any declarable interest in contracts with which the Company isinvolved as at 31st March 2013.7. RETIREMENT BY ROTATION In accordance with Clause 90 of the Company's Articles of Association, Mallam Adamu A Sufi, Mr. Obafunso O. Ogunkeye and Mr. Yomi Aremu Adewusi will retire by rotation and being eligible, offer themselves for re-election.8. ACQUISITION OF OWN SHARES The Company did not purchase any of its own shares during the year.9. RECORD OF DIRECTORS' ATTENDANCE In accordance with section 258 (2) of the Companies and Allied Matters Act, CAP 20 Laws of the Federation of Nigeria 2004, the Record of Directors' attendance at Directors' meetings during the financial year under review is contained on pages 11 to 1810. ACQUISITION OF OWN SHARES The Company did not purchase any of its own shares during the year.11. ANALYSIS OF ORDINARY SHAREHOLDINGS AS AT 31 MARCH, 201311.1 Analysis by NationalityShareholders 2013 2012 % No of Shares % No of Shares 90.81Nigerians 389,112,527 90.20 391,738,657 9.19Oxford University Press, UK 42,296,977 9.80 39,670,847 100 431,409,504 100 431,409,50411.2 Range AnalysisShare Range No. of No. of Holdings Percentage of Shareholders Shareholdings1 - 1,000 3,245 1,585,614 0.371,001 - 5,000 4,227 9,694,273 2.255,001 - 10,000 7,233,406 1.6810,001 - 50,000 997 36,545,644 8.4750,001 - 100,000 1,688 22,500,273 5.22100,001 - 500,000 66,231,841 15.35500,001 - 1,000,000 315 31,434,945 7.291,000,001 and above 315 256,183,508 59.38 47TOTAL 55 431,409,504 100 10,889 32

University Press PLC11.3 Major ShareholdingsAccording to the register of members, the following shareholders of the Company held more than 5% of theissued share capital of the Company as at 31st March, 2013: Holdings % of Holding1. Oxford University Press, U.K. 42,296,977 9.802. Cashcraft Asset Mgt Ltd. 33,267,888 7.713. Dr. Lalekan Are 27,014,619 6.2612. DONATIONS Donations made during the year under review amounted to N2,660,279 (2012 : N6,845,000), details of which are stated below. No donation was made to any political organization. Beneficiaries NNational Association of Proprietors of Private Schools 170,000Mathematics Association of Nigeria 901,062Nigeria Library Association 347,551Rotary Club, Ibadan 210,999Chartered Institute of Personnel Management of NigeriaScience Teachers Association of Nigeria 32,371Nigeria International BookFair Trust 344,245Jericho Nursing Home 17,832Nigeria Bar Association, Ibadan 10,000Sponsorship of Badminton for physically challenged athletes 76,219Institute of Chartered Accountants of Nigeria 100,000All Nigerian Confederation of Principal 200,000Egbe Akomolede ati Asa Yoruba 100,000Lagos Safety Commision 50,000Nigeria playwright 2013 50,000TOTAL 50,000 2,660,279In addition to the above, the sum of N5.7m was spent under Corporate Social Responsibility. The sum of N3m included aspart of donation in 2012 was also for Corporate Social Responsibility.13 EMPLOYMENT AND EMPLOYEES has no staff with physical disability (March 2012:13.1 Employment of Physically Challenged Persons nil).It is the policy of the Company that there should beno discrimination in considering applications for 13.2 Health,SafetyatWorkandWelfareofEmployeesemployment including those who are physically Health and safety regulations are in force withinchallenged. All employees whether physically the Company's premises and employees arechallenged or not are given equal opportunities to aware of existing regulations. Employees aredevelop. As at 31st March, 2013 the Company adequately insured against occupational and other hazards. The Company provides subsidies 33

to all levels of employees for medical, 16. AUDITORS transportation, housing and other needs. BDO Professional Services (External Auditors) have indicated their willingness to continue in13.3 Employee Involvement and Training office as External Auditors of the Company. A The Company is committed to keeping resolution will be proposed at the Annual General employees fully informed, as much as possible, Meeting to authorize the Directors to determine regarding their performance and progress and their remuneration. seeking their views wherever practicable on matters which particularly affect them as 17. LIST OF MAJOR CUSTOMERS employees. (BOOKSELLERS) University Press Plc believes that its employees IBADAN ZONE must, at all times, possess the right knowledge, 1. I. A. Alli, Ibadan (Agent) skills and abilities to play key roles in its corporate 2. Odusote Bookstores success. The Company seeks to improve the 3. Ogunwa Bookshop capacity of its staff to perform optimally, with a 4. Temidire Bookshop view to keeping abreast of current developments 5. Mosuro, The Booksellers Ltd. in our industry. During the year under review, 6. Chris Ogboli training was carried out at various levels through 7. Arogundade Bookshop in-house and external courses. 8. B&B Bookshop 9. Opeyemi Bookshop14. POST BALANCE SHEET EVENTS 10. Adekoya Bookshop There are no post balance sheet events, which 11. Alasco Bookshop could have had a material effect on the state of 12. EberuOluwa Bookshop affairs of the Company, as at 31st March, 2013 13. Lawal& Sons Bookshop and the profit for the year ended on that date, 14. Wonsebolatan Bookshop which have not been adequately provided for or 15 Fabal Bookshop disclosed in these financial statements. 16 Student Own Bookshop15. AUDIT COMMITTEE ABEOKUTA ZONE In accordance with the provisions of Section 359 1. Joy & Crown Bookshop (3) & (4) of the Companies and Allied Matters Act, 2. Dominion Bookstores Ltd. CAP C20 Laws of the Federation of Nigeria, 2004, 3. Tala Harmony Bookshop the Audit Committee which was elected at the last 4. Aries Bookshop Annual General Meeting comprising three (3) 5. Fola Bookshop Non-Executive Directors and three (3) 6 Ogunde Bookshop Shareholders' Representatives, functioned 7 Omoola Bookshop effectively during the year under review. 8 Larami Bookshop The Committee was chaired by a member 9 James Bookshop representing the shareholders. The functions of 10 Setco Bookshop the Committee are as provided in Section 359 (6) 11 Olaleye A. E. (Sales Agent) of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria, 2004. The LAGOS ZONE Committee met four times during the year under 1. Refeniss Bookshop review. 2. U-Bosco BookshopAnnual Report & Accounts 2013 34

University Press PLC3. Hymarco Books Ltd. 4. Monday Bookshop4. Joint Heir Bookshop 5. Akanni Bookshop5. Gavik Bookshop 6. Grace Bookshop6. Nu Chrisson 7. De Brown Bookshop7. Right Way Bookshop8. Aroger Bookshop BENIN ZONE9. Ndujesco Bookshop 1. Mendel Bookshop10. Comedy Bookshop 2. Good Customer11. CSS Bookshop 3. Sanny & Time Bookshop12. Ohio Bookshop 4. Aideyan Bookshop13. Abikoye Bookshop 5. Uzor Okpalla (Sales Agent)14. Lagos Baptist Bookshop 6. Uche Egbuche (Sales Agent)15. Abiodun Bookshop 7. Mandel Bookshop16. The Book Company 8. IKC Bookshop17. University of Lagos Bookshop 9. Ambrose Alli University B/S18. J. Divine Investment 10. Chief Egwu (Sales Agent)19. Quest Procurement AKURE ZONEOWERRI ZONE 1. Arowolo Bookshop1. Chief C. U. Ubah Bookshop 2. Hope and Faith Bookshop2. Daniel Harry (Sales Agent) 3. Adusco Bookshop3. Samuf Educational B/shop Ltd. 4. Noble Bookshop 5. Toyin BookshopONITSHA ZONE 6. Ileraloro Bookshop1. Progress Bookshop 7. Providence B/S & Stationery2. G.O Ugochukwu Bookshop 8. Ejisco Bookshop3. Chief Egwu& Sons Bookshop 9. God's Will Bookshop4. Hyjon Bookshop 10. DFS Bookshop5. Garki ventures 11. Bisi Bookshop6. Fredo Bookshop 12. Dim's New Era Bookshop7. I. G. Bookshop 13. Lanryshine Bookshop8. Ubaco Bookshop 14. Lawrence Faleye (Agent)9. Coco Links Ent. Nig. Ltd.10. Micheal Enterprises KANO ZONE11. Mr. Pat N. Umahi (Sales Agent) 1. Amana Bookshop12. Uko E. Inyang (Sales Agent) 2. Jakara Bookshop 3. Zamani BookshopABA ZONE 4 Alamsco Bookshop1. Chinwedu Bookshop 5 Garba Danladi Mohammed (Sales2. C. U. Ubah3. Sano (Sales Agent) Agent) 6 New Page Publications LtdILORIN ZONE1. Lara Bookshop MAKURDI/JOS ZONE2. Alliance Bookshop 1. Richard Bookshop3. Sunday Sunday Bookshop 2. Gibson Bookshop Annual Report & Accounts 2013 35

3. De-peace Bookshop ZARIA ZONE4. Felixco Bookshop 1. Yemi Bookshop5. Chidumartins Bookshop 2. UbaAchibi (Agent)6. Bencos Bookshop 3. Kola Bookshop7. Modern Bookshop8. A. Achison Bookshop CALABAR9. Eminent Bookshop 1. Brain Bookshop10 GSA Bookshop 2. Reachwell Bookshop 3. Umar BookshopABUJA ZONE 4. K.C. Bookshop1. Emetex Bookshop2. Almaz Bookshop OSOGBO3. Too Ventures 1. Adelad Bookstore4. Existing Bookshop 2. Mutex Books & Stationery Store 3. Sambest Bookshop18. CUSTOMERS' AWARDFive customers emerged as the winners of our Booksellers' Award for Year 2012/2013. Details are: Name Town Category of Award1. Mr I. A. Alli Ibadan B2 Mr Chris Ogboli Ibadan C3 Uko E. Iyang Aba D4 Chief A. A. Egwu Owerri D5 P. U. Egbuche Benin DThe award was instituted to recognize our customers (booksellers) who have contributed significantly to our sales.BY ORDER OF THE BOARDG.A. AdebayoFRC/2013/ICAN/00000003250Ag. Company SecretaryIbadan, Nigeria28th June, 2013Annual Report & Accounts 2013 36

University Press PLCSTATEMENT OF DIRECTORS' RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS FORTHE YEAR ENDED 31ST MARCH 2013The Directors accept responsibility for the preparation of financial statements that give a true and fair view of thestatement of financial position of the Company at the end of the year and of its comprehensive income and cashflows in accordance with International Financial Reporting Standards and in the manner required by the Companiesand Allied Matters Act of Nigeria.The Directors further accept responsibility for maintaining adequate accounting records as required by theCompanies and Allied Matters Act of Nigeria and for such internal controls the Directors determine is necessary toenable the preparation of financial statements that are free from material misstatement whether due to erroror fraud.The Directors have made assessment of the company's ability to continue as a going concern and have no reasonto believe that the company will not remain a going concern in the year ahead.Signed On Behalf of the Board of Director By:Mr. Obafunso Ogunkeye Samuel KolawoleFRC/2013/CITN/00000003567 FRC/2013/ICSAN/00000003248Director MD / CEO27 June 2013 27 June 2013 Annual Report & Accounts 2013 37

CORPORATE SOCIAL RESPONSIBILITYAt University Press Plc, Corporate Social Responsibility (CSR) is a key component of our business strategy as we believe that giving back tohost communities is a requirement for overall development of the country and our business.The Corporate Social Responsibility (CSR)'s objective of the Company is to balance the shareholders' value, the welfare of employees, andcontributions to the communities and environment where we operate. We ensure that our CSR projects are targeted towards the needs of thesociety and are sustainable. Our CSR strategy focuses on three major areas namely, community development, education and environment.Community DevelopmentWe are committed to impacting positively in the communities in which we operate in order to encourage social and economic activities therein.EducationApart from being our core business area, we recognize the importance of education to the social, political, economical and technologicaldevelopment of our country. We also appreciate the fact that government alone cannot meet the needs of this key sector.EnvironmentWe believe in the need to protect and restore the natural environment in which we operate.Highlights of Corporate Social Responsibility in 2012/2013EducationAn Education Summit was organized by Oyo State in 2012 with a view to improving the standard of education in the State. The Companysupported the government as one of the sponsors of the Summit in order to bring back the good record of the State in education.In the same vein, the Company donated books to nine schools in Oyo State to improve the reading culture among our youth and increase theaccess of the students to learning materials. This programme will be extended to other geo-political zones in Nigeria in subsequent years.Management of University Press Plc, Commissioner for Education, Oyo State and Officials of theMinistry of Education during donation of books to nine Secondary Schools in Oyo StateAnnual Report & Accounts 2013 38

University Press PLCINTERNAL CONTROL REPORTThe Internal Control system of University Press Plc is designed to ensure that material errors or inconsistencies inthe financial statements are identified and corrected. It aims at ensuring that business of the company is conductedin a profitable manner; ensure that its assets are safeguarded and that adequate records are kept for the Company'stransactions.The Internal Control consists of control environment and control procedures. Control environment includes Board ofDirectors, Audit Committee, Internal Audit and Management. The control procedures on the other hand are theelements of internal control system.Responsibility of the Board As part of its functions, the Audit Committee reviews theThe Board of Directors of the Company, University Press existence and adequacy of the internal control system. ItPlc, acknowledges the importance of the system of also reviews the findings of External Auditors on theInternal Control in the efficient management of the controls and management's response to the findings.Company and recognizes that it is their responsibility to The Committee on a quarterly basis considers the reportmaintain a sound system of internal control to safeguard of the Internal Auditor and ensures the independence ofthe Company's assets and the shareholders' investments. both External and Internal Auditors. The Committee ensures that financial statements are prepared to complyThe Board is responsible for identifying the principal with acceptable standards and practices.business risks, ensuring the implementation of appropriatesystems to manage these risks, monitoring and reviewing Internal Audit Functionthe adequacy and integrity of the Company's systems of The Company has an independent Internal Audit functioninternal control and management information. to support the review mechanism and assist the Audit Committee and the Board in conducting their review moreThe Board has a Board Committee, Board Risk effectively. Internal Audit is an independent reviewManagement Committee, which performs oversight activity within the Company for the review of its operationsfunction on the Company's Risk Management Processes. as a service to the Company.The Board Risk Management committee is responsible for The Internal Auditor reports quarterly to the Board ofsetting risk management policies that ensure that material Directors and Audit Committee. He may be directed torisks inherent in the Company's business or operations are carry out investigation into any matters that may be ofidentified and mitigated or controlled. interest to them.The Risk Management Committee during the year The existence of Internal Audit function enables thereviewed extensively the internal control system of the Company to continually review its operations forCompany and made relevant recommendations for its necessary control action.improvement. The Internal Auditor reports to the Chief Executive Officer,Audit Committee the Board and Audit Committee.The control environment of the Company's internal controlsystem also includes the establishment of the Audit Management CommitteeCommittee. The Company's Management Committee is responsible for implementing risk and other policies set out by theThe Audit Committee of the Company has three Board. They are also responsible for setting internalrepresentatives of shareholders and three Non-Executive control policies and monitoring the effectiveness of theDirectors as members. One of the shareholders' internal control systems. They ensure that proper booksrepresentatives, Dr. A.O. Koyejo is the Chairman of theCommittee. The Committee is therefore independent. Annual Report & Accounts 201339

of records are kept and that accounting policies are in Regular review by the Board of actual results comparedconformity with International Financial Reporting with budget and forecasts.Standards. Reporting to, and review by the Board of changes inThey provide financial and other management legislation and practices within the publishing sector andinformation to the Board of Directors and Audit accounting and legal developments pertinent to theCommittee to enable them assess the extent of Company.compliance with established control procedures. Top Management reviews. These include:Risk AssessmentThe Board and Management regularly assess the risks (i) Preparation of Annual budgetthat could impact on the Company's operations includingrisks relating to financial reporting. (ii) Preparation of Annual Sales, forecast for monthly monitoring and tracking of performance.The Management Committees meet regularly to assessthe risks facing the company in the areas of market, (iii) Preparation of monthly financial statements forpiracy, production or acquisition of titles, liquidity and management reviewlegal or statutory. (iv) Monthly Profitability Review. This involvesControl Activities or Procedures comparing budget to actual performance andThe daily activities of the Company are governed by identifying reasons for variances.Internal Control procedures to ensure that the businessof the Company is carried out in an orderly and efficient (v) Weekly and periodic Internal Audit Reportsmanner and ensure that the objectives or goals of the eliciting control weakness to management.Company are achieved. (vi) Quarterly Management Report to the BoardThe system of Internal Control is designed to providereasonable but not absolute assurance against material (viii) Quarterly reports to the Board eliciting the existingmis-statements or loss. The key procedures or elements and potential risks facing the Company and theof Internal Control system include: mitigants deployed.Organizational structure defining management Assurance and Limitationresponsibilities and hierarchy of reporting lines and The Board believes that the current managementaccountability. control, risk management framework and the review mechanism provide reasonable assurance on thePhysical controls defining access to the Company's non- effectiveness of the internal control systems of thecurrent and current assets including the use of such Company. The collective business and professionalassets. experiences of the Board and the management also constitute a key element in the company's riskLimit of authority and approval facilitating delegation of management systems. Nevertheless, the Boardauthority. The compliance with the limits is monitored recognizes that Internal Control System should bedaily by the established internal checks and Internal continuously improved in line with the evolving businessAudit functions. and operating environments.There is segregation of duties. No officer can initiate and It should also be noted that risk management systemsconclude transactions. Jobs are also rotated from time and internal control system are only designed toto time to avoid over familiarity and collusion. manage rather than eliminate risks of failure to achieve business objectives. Therefore, these systems can onlyDetailed budgeting programme with annual budget provide reasonable but not absolute assurance againstapproved by the Board. material misstatements, fraud and losses.Annual Report & Accounts 2013 40

University Press PLC REPORT OF THE AUDIT COMMITTEEIn accordance with the provisions of Section 359(6) of the Companies and Allied Matters Act, CAP C20Laws of the Federation of Nigeria, 2004, we, members of the Audit Committee of University Press Plc,having carried out our statutory functions under the Act, hereby report that:(a) The accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.(b) The scope and planning of both the External and Internal Audit programmes for the year ended 31st March, 2013, were adequate and reinforce the Company's internal control system.(c) Having reviewed the External Auditors' findings and recommendations on management matters, we are satisfied with management responses thereon. Finally, we acknowledge the cooperation of management and staff in the conduct of these duties.Dr O. A. KoyejoChairman, Audit Committee26th June, 2013MEMBERS OF THE AUDIT COMMITTEE1. Dr O. A. Koyejo - Chairman2. Mr Alexander A. Adio JP - Member3. Mr J.G. Adeyemi (Late) - Member4. Mr I. C. Okorie - Member5. Chief O. B. Okuboyejo - Member6. Mr Y. A. Adewusi - Member Annual Report & Accounts 2013 41

REPORT OF THE INDEPENDENT AUDITORS Te:l +234 1 7941667, 7404787TO THE MEMBERS OF UNIVERSITY PRESS PLC www.bdo·ng.com ADOL House 15 CIPM Avenue Central Business District Alausa, lkeja P.O.Box 4929, GPO, Marina Lagos, NigeriaWe have audited the accompanying financial statements of University Press Plc which comprise the statement offinancial position as at 31 march 2013 and the statements of comprehensive income, changes in equity andcashflows for the year then ended, and a summary of significant accounting policies and other explanatory notes onpages 43 to 76.Directors' responsibility for the financial statements2. The directors are responsible for the preparation and fair presentation of these financial statements inaccordance with International Financial Reporting Standards issued by the International Accounting StandardsBoard, and in compliance with relevant provisions of the Financial Reporting Council of Nigeria Act, No 6, 2011and the Companies and Allied Matters Act, CAP C20 LFN, 2004. This responsibility includes: designing,implementing and maintaining internal controls relevant to the preparation ·and fair presentation of financialstatements that are free from material misstatement, whether due to fraud or error, selecting and applyingappropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.Auditors' responsibility3. Our responsibility is to express an independent opinion on the financial statements based on our audit. Weconducted our audit in accordance with International Standards on Auditing. Those standards require that wecomply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financialstatements are free from material misstatement.An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditors' judgement, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditors consider internal control relevant to the entity' s preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purposeof expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of accounting estimates made by thedirectors as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Opinion4. In our opinion, the financial statements give a true and fair view of the state of affairs of the Company's financialposition as at 31 March 2013 and of its financial performance and cash flows for the year then ended in accordancewith International Financial Reporting Standards, in compliance with the relevant provisions of the FinancialReporting Council of Nigeria Act, No 6, 2011 and the Companies and Allied Matters Act, CAP C20 LFN, 2004.Report on other legal requirements5. The Companies and Allied Matters Act, CAP C20 LFN, 2004 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our auditii) in our opinion, proper books of account have been kept by the Company, andiii) the Company's statement of financial position, and its statement of comprehensive income are in agreement with the books of account.Lagos, Nigeria31 July 2013 Chartered Accountants FRC/2013/ICAN/00000001076BDO 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 mternat10nalBOO network of mdependent member f1rms.Partners: M.Adegbola Adigun, SanniA. Dosunmu, E. Olaseinde Olabisi, Olugbemiga A. Akibayo, Kamar Salami, Tokunbo L. Oluyemi, Henry B. Omodigbo 42 VAT Reg No:MCV/321170585 RC No:170585

University Press PLCSTATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 2013Revenue Notes 2013 2012Cost of sales 24 N'000 N'000 2,312,711 2,082,124Gross profit 26 (1,137,753) (997,912)Other operating income 27 1,174,958 1,084,212Marketing and distribution expenses 28Administrative expenses 29 16,772 4,697 30 (394,617) (346,851)Profit from operations (422,865) (404,102) 43Finance income 44 374,248 337,956Finance expense 31 30,908 14,730Profit before taxation (11,856) (9,174)Taxation expense 393,300 343,512Profit for the year (132,598) (116,085)Other comprehensive income: 260,702 227,427Items that will not be reclassifiedsubsequently to profit or loss 221,185 -Gains on revaluation of property (14,107) -Actuarial loss on defined benefit plan 207,078 -Items that will be reclassified - -subsequently to profit or loss 207,078 -Total other comprehensive income 467,780 227,427Total comprehensive income for the year 260,702 227,427Profit attributable to owners of the entityTotal comprehensive Income attributable to 467,780 227,427owners of the entity 60.43 52.72Basic earnings per 50k share (kobo)Notes to the financial statements that contain accounting policies and other explanatory information on pages47 to 76 form part of these financial statementsAuditors' report, page 42. Annual Report & Accounts 2013 43

STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2013Assets Notes 2013 2012 2011Non-current assets 32 N'000 N'000 N'000Property, plant and equipment 30 1,299,120 1,019,540 1,064,364Deferred tax asset 3,757 1,624 33 1,302,877 1,021,164 -Current assets 34 1,064,364Inventories and work-in-progress 35 963,799 1,133,984Trade receivables 36 103,617 91,750 952,033Other receivables and prepayments 47 96,874 41,718 75,693Available-for-sale financial assets 431 40,146Cash and cash equivalents - 393,890 15,296Total current assets 321,272 258,723 1,485,562 1,661,773 1,341,891Total assets 2,788,439 2,682,937 2,406,255Equity and Liabilities 37 6,543 285,522 88,712Liabilities 38 380,724 327,497 292,944Current liabilities 30 124,588 158,947 186,764Trade payables 771,966 568,420Other payables and accruals 511,855Current income tax liability 62,132 65,135 30 96,851 - 398Non-Current liabilities 39 14,107Deferred taxation 62,132 65,533Retirement benefits 110,958 834,098 633,953 622,813Total LiabilitiesNet Assets 2,165,626 1,848,839 1,772,302EquityEquity attributable to owners 40 215,705 215,705 215,705of the Entity 41 175,507 175,507 175,507Share capital 42 1,442Share premium 1,442 1,442Capital reserveProperty, plant and equipment 43 879,300 658,115 658,115revaluation reserveReserve on Actuarial valuation 44 (14,107) - -of gratuityRevenue reserve 45 907,779 798,070 721,533 2,165,626 1,848,839 1,772,302The financial statements were approved by the Board of Directors on 27 June 2013 and signed on its behalf by:i) Mr. S. Kolawole ) Managing DirectorFRC/2013/ICSAN/00000003248ii) Mr. O. B. Ogunkeye ) Director FRC/2013/CITN/00000003567iii) Mr. G.A. Adebayo ) Executive Director(Finance) FRC/2013/ICAN/00000003250Notes to the financial statements that contain accounting policies and other explanatory information on pages 47 to 76 form part ofthese financial statementsAuditors' report, page 42 Annual Report & Accounts 2013 44

University Press PLCSTATEMENT OF CHANGES IN EQUITY Property,FOR THE YEAR ENDED 31 MARCH 2013 plant and Reserve on Share equipment actuarial Capital N'000 Share Capital revaluation Revenue valuation Total Premium Reserve Reserve Reserve of gratuity Equity N'000 N'000 N'000 N'000 N'000 N'000Balance at 1 April 2012 215,705 175,507 1,442 658,115 798,070 - 1,848,839Comprehensive income for the year: - -- - 260,702 - 260,702Profit for the yearOther comprehensive income - - - 221,185 - - 221,185Gains on revaluation of property,plant and equipmentActuarial loss on defined benefit plan - -- - - (14,107) (14,107)Total comprehensive income 215,705 175,507 1,442 879,300 1,058,772 (14,107) 2,316,619 - -Transaction with owners: - - (150,993) - (150,993)Payment of DividendBalance at 31 March 2013 215,705 175,507 1,442 879,300 907,779 (14,107) 2,165,626Balance at 1 April 2011 215,705 175,507 1,442 658,115 721,533 - 1,772,302 - 227,427 - 227,427Comprehensive income for the year:Profit for the year - --Other comprehensive income - -- - 103 - 103Deferred/Income tax adjustmentTotal comprehensive income 215,705 175,507 1,442 658,115 949,063 - 1,999,832 - -- - (150,993) - (150,993)Transaction with owners:Dividend paidBalance at 31 March 2012 215,705 175,507 1,442 658,115 798,070 - 1,848,839 Annual Report & Accounts 2013 45

STATEMENT OF CASH FLOWS Notes 2013 2012FOR THE YEAR ENDED 31 MARCH 2013 N'000 N'000 N'000 N'000Cash flow from operating activities 2,300,921 2,066,067Cash received from customers (1,974,001) (1,588,558)Payments to suppliers and employeesInput VAT - -Output VAT (215) (226)Tax paid 30 (158,947) (148,426)Net cash provided by operating activities 46 167,758 328,857Cash flow from investing activities: 27 22,601 12,438Interest received 27 6 503Dividend receivedProceeds from sale of property, plant and equipment 32 8,458 4,235Purchase of property, plant and equipment (120,909) (70,356)Proceeds from disposal of available - for-sale-financial assets 461 10,483Net cash used in investing activities (89,383) (42,697)Cash flow from financing activities: 45 (150,993) (150,993)Dividend paidNet cash used in financing activities (150,993) (150,993)Net (decrease)/increase in cash and cash (72,618) 135,167equivalents 393,890 258,723Cash and cash equivalents at the beginningof the financial yearCash and cash equivalents at the end 47 321,272 393,890of the financial yearNotes to the financial statements that contain accounting policies and other explanatory information on pages 47 to 76form part of these financial statementsAuditors' report, page 42Annual Report & Accounts 2013 46

University Press PLCFINANCIAL STATEMENTS, 31 MARCH 2013NOTES TO THE FINANCIAL STATEMENTSNature of operations1. Reporting entity University Press Plc (The Company) is a Company domiciled in Nigeria. It was founded in 1949 under the name Oxford University Press, Nigeria. The Company was incorporated as a limited liability Company in 1978. The Company was quoted on the Nigerian Stock Exchange on 14th August,1978. The Company's registered Office is Three Crowns Building, Jericho, Ibadan. The Company's Products are mainly educational books.2. Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (The IASB) and with the requirements of the Companies and Allied Matters Act CAP C20 LFN, 2004. This is the first time that the Company has prepared its financial statements in accordance with IFRS having previously prepared its financial statements in accordance with Nigerian Generally Accepted Accounting Principles (Nigerian GAAP). Details of how the transition from Nigerian GAAP to IFRS had affected the financial position, financial performance and cash flows are disclosed in Note 53. These financial statements were authorised for issue by Directors on 27 June 2013.3. Basis of measurement The financial statements have been prepared under the historical cost basis except for the undermentioned financial statement areas, which are measured as indicated: - Land and buildings are measured using the revaluation model; - Available for sale financial assets are measured at fair value; - The defined benefit asset is recognised as the net total of the plan assets plus unrecognised past service cost and unrecognised actuarial loss, less unrecognised actuarial gains and the present value of the defined benefit obligation. The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. The areas involving a higher degree of judgement of complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in accounting policy number 6.4. Functional/presentation currency The Company's functional and presentation currency is the Nigerian Naira. The financial statements are presented in thousands of Nigerian Naira.5. New Standards and Amendments The following new standards, amendments and interpretations have been issued by the IASB but are not yet effective for the financial year beginning 1 April 2012 and have not been early adopted by University Press Plc. The Directors anticipate that the new standards, amendments and interpretations will be adopted in the Company's financial statements when they become effective. The Company has assessed, where practicable, the potential impact of all these new standards, amendments and interpretations that will be effective in future periods. Annual Report & Accounts 2013 47

Notes to the Financial Statements i) Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) The amendments to IAS 32 add application guidance to address inconsistencies in applying IAS 32's criteria for offsetting financial assets and financial liabilities in the following two areas: - the meaning of 'currently has a legally enforceable right of set- off' - that some gross settlement systems may be considered equivalent to net settlement. The Amendments are effective for annual periods beginning on or after 1 January 2014 and are required to be applied retrospectively. ii) IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 as issued reflects the first phase of the Board's work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities. The standard is effective for annual periods beginning on or after 1 January 2015. In subsequent phases, the Board will address impairment and hedge accounting. The completion of this project is expected in 2013. The adoption of IFRS 9 will have an effect on the classification and measurement of the Company's financial assets. However, the Company has decided that the effect will be quantified only in conjunction with the other phases when completed to present a comprehensive picture.6. Significant accounting judgements and estimates The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision of accounting estimates are recognised in the period in which the estimates are revised and any future period. Judgements made in applying accounting policies Critical judgements made by management in the process of applying the Company's accounting policies on the amounts recognized in the financial statements are as follows: Key sources of estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year are discussed below: i. Depreciation of property, plant and equipment The cost of property, plant and equipment for each business segment is depreciated on a straight-line basis over the assets' useful lives with no residual value assumed at the end of their respective useful lives, except as otherwise stated in the financial statements. This is due to the intention of management to continue running the operations until the end of the useful lives of the assets. Management estimates the useful lives of these property, plant and equipment based on common life expectancies of assets of similar nature in the past. Changes in the expected level of usage and technological developments could impact on the economic useful lives and residual values of these assets, therefore future depreciation charges could be revised.Annual Report & Accounts 2013 48

Notes to the Financial Statements University Press PLCii. Impairment of property, plant and equipment The Company assesses at each reporting date whether there is any objective evidence that the property, plant and equipment is impaired.iii. Impairment of loans and receivables The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Company considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics.iv . Impairment of available for sale financial assets The Company assesses at each reporting date whether there is any objective evidence that its investment in securities as at year end is impaired. Impairment loss is recognised for the amount by which the carrying amount of the investments in securities exceeds its recoverable amounts, which is the higher of fair value less cost to sell and value in use. Value in use is determined using valuation techniques. Valuation techniques include the use of discounted cash flow analysis, considering the current market value indicators and recent arms-length market transactions. These estimates provide reasonable approximation to the computation of recoverable amount.v. Valuation of investment property and freehold land and buildings The Company obtains valuations performed by external valuers in order to determine the fair value of its investment properties. These valuations are based upon assumptions including future rental income, anticipated maintenance costs, future development costs and the appropriate discount rate. The valuers also make reference to market evidence of transaction prices for similar properties.vi. Legal proceedings In accordance with IFRS, the Company recognises a provision where there is a present obligation from a past event, a transfer of economic benefit is probable and the amount of costs of the transfer can be estimated reliably. In instances where the criteria are not met, a contingent liability may be disclosed in the notes to the financial statements. Obligations arising in respect of contingent liabilities that have been disclosed, or those which are not currently recognised or disclosed in the financial statements, could have a material effect on the Company's financial position. Application of those accounting principles to legal cases requires management to make determinations about various factual and legal matters beyond its control. The Company reviews outstanding legal cases following developments in the legal proceedings and at each reporting date, in order to assess the need for provisions and disclosures in its financial statements. Among the factors considered in making decisions in provisions are the nature of litigation, assessment, the legal process and potential level of damages, the progress of the case (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of legal advisers with experience on similar cases and any decision of the Company's management as to how it will respond to the litigation. Annual Report & Accounts 2013 49