Upplc Annual Report

Notes to the Financial Statements Summary of significant accounting policies7. Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable for goods or services provided in the normal course of business, net of discounts and sales related taxes. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. a) Sale of goods Revenue from the sale of goods or services is generally recognised when either the goods are dispatched or the services supplied and the risks and rewards of ownership are passed to the customer and it is probable that the company will receive the previously agreed amount. Where the buyer has a right of return, the company defers recognition of revenue until the right to return has lapsed. b) Dividend income Dividend income from financial assets held for trading is recognized when the shareholders' rights to receive payment have been established. c) Rental income Rental income is accounted for on a time proportion of the lease terms. d) Sale of rights Income from rights is recognized on time or period covered by the agreement.8. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker has been identified as the Managing Director. For management purposes, the Company is organized into two operating segments. These operating segments are the basis on which the Company reports its primary and secondary segment information. (i) Geographical segments This is an operating segment based on geographical locations which are independently managed by the respective segment managers responsible for performance of the respective segments. The segment managers report directly to the management of the Company. The Company considers its main thrust of growth as developing local and international markets for its products. Geographical segment is based on key regions and comprises West, East, North and Export. It is the primary segment of the Company. All operating segments' results are reviewed regularly by the Management in order to allocate resources to the segments and to assess their performance. (ii) Business segments The Company's business is organized in three operating areas, primary, secondary and tertiary/general reference. All operating segments' results are reviewed regularly by the Management in order to allocate resources to the segments and to assess their performance.Annual Report & Accounts 2013 50

Notes to the Financial Statements University Press PLC9. Foreign currenciesTransactions in foreign currencies are converted to Naira at the rate ruling on the date of the transaction. Exchangedifferences arising from the movement in rates between the date of transaction and the date of settlement are taken tothe statement of comprehensive income as they arise.Monetary assets and liabilities denominated in foreign currencies are converted at the rate of exchange ruling at thereporting date. Exchange differences arising in the transaction of monetary items at the reporting date are alsorecognised in the income statement for the period.10. Property, plant and equipmentAll items of property, plant and equipment are initially recorded at cost (cost comprising the acquisition cost of the assetalong with any other attributable costs at the date of acquisition). Borrowing costs are capitalised as part of their costwhenever necessary.The cost of an item of property, plant and equipment is recognized as an asset if, and only if, it is probable that futureeconomic benefits associated with the item will flow to the company and the cost of such item can be measured reliably.Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation andimpairment losses.Freehold land and buildings are however, subsequently carried at revaluation model, based on periodic valuation by aprofessionally qualified valuer.The revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially fromthat which would be determined using fair value at the end of the reporting period. Changes in fair value are recognizedin other comprehensive income and accumulated in the revaluation reserve except to the extent that any decrease invalue in excess of the credit balance on the revaluation reserve or reversal of such a transaction, is recognized in profitor loss.Depreciation is computed on a straight-line basis over the estimated useful lives of the property, plant and equipmentas follows:Freehold land is not depreciated.Freehold Buildings - 2% per annumPrinting equipment - 10% per annumFurniture and fittings - 15 % per annumComputer equipment - 33.3 % per annumOther office equipment - 10% per annumMotor vehicles - 25 % per annumDepreciation method applied is reviewed at the end of each financial year. If there is a significant change in theexpected patterns of consumption of the future economic benefit embodied in the assets, the method is changed toreflect the change in pattern of consumption.Depreciation is not provided on all items of property, plant and equipment until they are available for use. Depreciationis also pro-rated in the year of acquisition and disposal of property, plant and equipment. The depreciation rates oruseful lives are reviewed and adjusted if appropriate, at each financial year- end.Capital work-in-progress are stated at cost and not depreciated as the assets are not yet available for use. Capital Annual Report & Accounts 2013 51

Notes to the Financial Statements work-in-progress comprises contractor's payments, finance costs and directly attributable costs incurred in preparing these assets for their intended use. Depreciation on assets under construction commences when the assets are ready for their intended use. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognized.11. Investment Properties Investment properties are properties which are held either to earn rental income or for capital appreciation. An owner occupied investment property is classified as investment when the Company uses an insignificant portion of the available space. Investment properties are initially measured at cost. Subsequent to initial recognition, investment properties are measured at fair value less any accumulated impairment losses. Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or loss on the retirement or disposal of an investment property is recognized in profit or loss in the year of retirement or disposal.12. Borrowing Costs Borrowing costs are capitalized as part of the cost of qualifying assets if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditure and borrowing costs are incurred. Borrowing costs are capitalized until the assets are substantially completed for their intended use or sale. All other borrowing costs are recognized in profit or loss in the period they are incurred. Borrowing costs consist of interest and other costs that the company incurred in connection with the borrowing of funds.13. Inventories Inventories include paper, work-in-progress and bound books. Inventories are initially recognised at cost, and subsequently at the lower of cost and net realizable value. Cost comprises costs incurred in bringing the inventories to their present location and condition and is accounted for as follows: - Raw materials (Paper) - Purchase cost and other attributable costs - Finished goods and work-in-progress - cost of direct materials, and labour together with an appropriate proportion of manufacturing overheads based on normal operating capacity. These costs are assigned on a weighted average basis. Goods-in- transit are valued at invoice prices plus other attributable costs. Net realizable value is the estimated selling price in the ordinary course of business less estimated cost of completion and the estimated costs necessary to make the sale.Annual Report & Accounts 2013 52

Notes to the Financial Statements University Press PLC Adequate provision is made for slow moving, obsolete and defective inventories to ensure that the value at which inventories is held at the reporting date is reflective of anticipated future sales patterns.14. Financial Instruments Financial assets and liabilities are recognized in the statement of financial position when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial assets at initial recognition and the categories include financial assets at fair value through profit or loss, trade receivables, held to maturity investments and available for sale financial assets. (a) Trade receivables Trade receivables are recognized and carried at original invoice amount less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of receivables. The amount of impairment is recognized in the statement of comprehensive income. The amount of irrecoverable trade receivables is recognized in the statement of comprehensive income immediately. (b) Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognized in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognized separately in profit or loss as part of other income or other losses. Financial assets at fair value through profit or loss could be presented as current or non-current assets. Financial assets that are held for trading purposes are presented as current while those not held primarily for trading purposes are presented as current or non-current based on the settlement date . (c) Held-to-maturity investments Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Company has the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using effective interest method. Gains and losses are recognized in profit or loss when the held-to-maturity investments are derecognized or impaired and through the amortization process. Held-to-maturity investments are classified as non-current assets, except for those having maturity within 12 months after the reporting date which are classified as current. (d) Available-for-sale financial assets Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognized in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using effective interest Annual Report & Accounts 2013 53

Notes to the Financial Statements method are recognized in profit or loss. Available-for-sale financial assets are classified as non-current assets unless they are expected to be realized within 12 months after the reporting date. A financial asset is derecognized when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.15. Cash and cash equivalents Cash and cash equivalents include cash in hand and at bank, call deposits and short term highly liquid financial assets (including money market funds) with original maturities of less than three months, which are subject to insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments. Cash and cash equivalents are carried at amortised cost in the statement of financial position.16. Bank Borrowings Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Loans are classified as current liabilities except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.17. Trade payables Trade payables are not interest bearing and are recognized and carried at original invoice amount.18. Royalty Advances to Authors Advances to authors are written off to the extent that they are not covered by anticipated future sales.19. Provisions Provision are recognized when the company has a present obligation,(legal or constructive) as a result of past event for which it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation in accordance with International Accounting Standard Number 37.20. Income tax The tax expense represents the aggregate of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the period. The Company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting date. Current income taxes are recognised for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current tax assets and liabilities Current tax assets and liabilities are measured at the amount expected to be recovered or paid to the Tax Authorities. The company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.Annual Report & Accounts 2013 54

Notes to the Financial Statements University Press PLC Deferred tax is provided using the liability method on temporary difference, at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are generally recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized, based on tax rates and tax laws that have been enacted or substantially enacted at the reporting date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.21. Employees retirement benefits scheme The Company operates a pension and a gratuity scheme for the benefit of its employees. (i) Defined contributory pension scheme The Company operates a defined contributory pension scheme for its employees. The scheme is funded and managed by the Pension Fund Administrator of the employee's choice. The scheme is funded by contribution from employees at 5% of their pensionable income (basic salary, housing allowance and transport allowance) while the company contributes 10% of the pensionable emoluments. This is consistent with the provisions of the applicable law, Pension Reform Act 2004. Payments to defined contributory retirement benefit schemes are charged as an expense as they fall due to the statement of comprehensive income in the period for which the contributions are payable. (ii) Defined benefit obligation scheme The Company operates a non-contributory funded lump sum gratuity scheme. Employees are entitled to gratuity after completing a minimum of five continuous full years of service. The gratuity obligation is calculated annually by Independent Actuaries using the projected unit credit method. The present value of the gratuity obligation is determined by discounting the estimated future cash outflows using market yields on Federal Government of Nigeria Bonds. The liability recognised in the statement of financial position in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the date of the statement of the financial position less the fair value of plan assets. Actuarial gains or losses arising from the valuation are credited or charged to income statement (Other comprehensive statement) in the financial year in which they arise.22. Share capital and reserves (i) Share issue costs Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction. (ii) Dividend on ordinary shares Dividend on the Company's ordinary shares is recognised in equity in the period in which it is paid or, if earlier, approved by the Company's shareholders. In the case of interim dividend to equity shareholders, this is when declared by the directors. In the case of final dividend, this is when approved by the shareholders at the Annual General Meeting. Annual Report & Accounts 2013 55

Notes to the Financial Statements Dividend for the year that is declared after the date of the statement of financial position is dealt with in the subsequent events note. (iii) Earnings per share The Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares. (iv) Revenue reserve Revenue reserve represents amount set aside out of the profits of the Company which shall at the discretion of the directors be applicable for meeting contingencies, repairs or maintenance of any works connected with the business of the Company, for equalising dividends, for special dividend or bonus, or such other purposes for which the profits of the Company may lawfully be applied.23. Contingencies Contingent assets are not recognised in the annual financial statements, but are disclosed when, as a result of past events, it is highly likely that economic benefit will flow to the Company, but this will only be confirmed by the occurrence of one or more uncertain future events which are not wholly within the Company's control. Contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of uncertain future events not wholly within the control of the Company. Contingent liabilities are not recognised in the annual financial statements but are disclosed in the notes to the annual financial statements unless they are remote.Annual Report & Accounts 2013 56

Notes to the Financial Statements University Press PLCFINANCIAL STATEMENTS, 31 MARCH 2013OTHER NOTES TO THE FINANCIAL STATEMENTSRevenue24(a) Revenue is derived from sales of printed books in and outside Nigeria.(b) Nigeria: 2013 2012 Analysis by zones: N'000 N'000 789,538 702,102 Western zone 500,639 500,313 Eastern zone 985,150 877,037 Northern zone 2,275,327 2,079,452 37,384 2,672(c) Export sales 2,312,711 2,082,124 Analysis by operations: 2,312,711 2,082,124(d) Sales of printed booksThe Company's operations are divided into four geographical areas, three within Nigeria and the last oneas export. Results of these segments are presented below:Segment reporting25(a) Segment information - Geographical 31 March 2013 Western Eastern Northern Export UnallocatedRevenue Zone Zone Zone Sales Total N'000 N'000 N'000 N'000 N'000 N'000 789,538 500,639 985,150 37,384 - 2,312,711Cost of sales (302,166) (271,166) (535,624) (28,797) - (1,137,753)Operating profit 487,372 229,473 449,526 8,587 - 1,174,958 (170,157) (801) - (394,617)Marketinganddistributionexpenses (137,244) (86,415)Segment profit 350,128 143,058 279,369 7,786 - 780,341Other operating income 16,772Unallocated administrative expenses (422,865)Finance income 30,908Finance expense (11,856)Profit before tax 393,300Taxation expense (132,598)Profit after tax 260,702Segment Financial Position 231,840 57,961 354,203 - 655,116 1,299,120Property, plant and equipment - - - - 3,757 3,757Deferred tax asset 37,384 -Trade receivables 35,128 6,987 24,118 - 103,617Other current assets 226,193 96,189 221,583 - 837,980 1,381,945Current liabilities (63,256) (40,051) (78,813) - (329,735) (511,855)Long term liabilities (110,958) (110,958) - - - 37,384Total net assets 1,056,160 2,165,626 429,905 121,086 521,091 Annual Report & Accounts 2013 57

Notes to the Financial Statements(b) Segment information - Geographical 31 March 2012Revenue Western Eastern Northern Export Unallocated TotalCost of sales Zone Zone Zone Sales N'000Operating profit N'000 N'000 N'000 N'000 N'000 2,082,124 2,672 - (997,912) 702,102 500,313 877,037 (1,282) - 1,084,212 (315,110) (230,144) (451,376) 1,390 - 386,992 270,169 425,661Marketing and distributionexpenses (125,789) (76,712) (143,764) (586) - (346,851)Segment profit 261,203 193,457 281,897 804 - 737,361Other operating income 4,697Unallocated administrative (404,102)expensesFinance income 14,730Finance expense (9,174)Profit before tax 343,512Taxation Expense (116,085)Profit after tax 227,427Segment Financial PositionProperty, plant and equipment 229,189 56,391 346,355 - 387,605 1,019,540 - -Deferred tax asset - - 1,677 1,677 17,020 49,768Trade receivables 24,962 - - - - 91,750Available-for-sale financial assets - 118,293 272,501 - 431 431 (71,135) (134,518)Other current assets 278,171 - 900,627 1,569,592 - -Current liabilities (125,958) 120,569 534,106 - (440,355) (771,966)Long term liabilities - - (62,185) (62,185)Total net assets 406,364 - 787,800 1,848,839Annual Report & Accounts 2013 58

Notes to the Financial Statements University Press PLC(c) Segment information - Products31 March 2013 General reference Primary Secondary Total N'000 N'000 N'000 N'000 650,039 67,916 2,312,711 (41,720) (1,137,753)Revenue 1,594,756 (268,652) 26,196 1,174,958 381,387 (11,056) (394,617)Cost of sales (827,381) (132,819) 15,140 780,341 248,568 16,772Operating profit 767,375 General (422,865) Secondary reference 30,908Marketing and distribution expenses (250,742) N'000 (11,856) 629,457 N'000 393,300Segment Profit 516,633 52,287 (132,598) (262,679) (30,332) 260,702Other operating income 366,778 21,955 (117,238) (10,153) TotalUnallocated administrative expenses 249,540 11,802 N'000 2,082,124Finance income (997,912) 1,084,212Finance expense (346,851) 737,361Profit before tax 4,697Taxation expense (404,102)Profit after tax 14,730(d) Segment information - Products (9,174) 343,51231 March 2012 (116,085) 227,427 Primary N'000Revenue 1,400,380Cost of sales (704,901)Operating profit 695,479Marketing and distribution expenses (219,460)Segment Profit 476,019Other operating incomeUnallocated administrative expensesFinance incomeFinance expensesProfit before taxTaxation expenseProfit after tax Annual Report & Accounts 2013 59

Notes to the Financial Statements Other operating income 2013 2012 N'000 N'00026. Sundry income 3,215 Sale of old books 1,853 117 Profit on disposal of property, plant and equipment 4,127 - Rental income 7,577 3,594 Unclaimed dividend - - 98627. Finance income 16,772 4,697 Interest received on fixed deposits N'000 N'000 Dividend received on available-for-sale financial assets 22,601 12,438 Profit on disposal of available-for-sale financial assets Realised exchange gain 6 503 Unrealised exchange gain 30 - 7,816 - Finance expenses 455 1,789 30,908 14,73028. Bank charges N'000 N'000 Profit before taxation 11,856 9,17429(a) Profit before taxation is arrived at N'000 N'000 after charging: Directors' emoluments 30,124 29,308 Depreciation of property, plant and equipment 82,759 114,539 Staff pension 35,759 37,326 Retirement gratuities 45,117 20,011 Auditors' remuneration 3,200 and after crediting: 3,200 Profit on disposal of property, plant and equipment 4,127 Unrealised exchange gain 455 3,594 1,789Annual Report & Accounts 2013 60

Notes to the Financial Statements University Press PLC(b) Key Management Personnel compensation(i) Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including the directors of the Company. The emoluments are as stated below:Fees 2013 2012Other emoluments including pension contributions N'000 N'000 1,440 1,440 28,684 27,868 30,124 29,308(ii) Chairman's emoluments (excluding pension contributions) totalled 240 240(iii) Emoluments of the highest paid director N'000 N'000 (excluding pension contributions) amounted to 11,852 11,612(iv) The table below shows the number of Directors (excluding the Chairman) No. whose remuneration (excluding pension contributions) in respect of services to the Company fell within the bands are shown below: 6 2 No. 1 9Below - N8,000,000 6 N9,000,000 2N8,000,001 - N9,000,000 1 9Above -(c) Staff numbers No. No. The average number of persons employed (excluding directors) in the Company 37 40 throughout the year was as follows: 17 18 33 34 Human resources 206 209 Finance 293 301 Publishing Marketing and distribution Annual Report & Accounts 2013 61

Notes to the Financial Statements (d) Staff costs 2013 2012 2011 (e) N'000 N'000 N'000 Staff emoluments 258,554 235,782 212,05530(a) Staff pension 35,759 37,326 33,217 Staff gratuity 45,117 20,011 32,744 339,430 293,119 278,016 Employees' emoluments The table below shows the number of employees of the Company (other than directors) who earned over N200,000 during the year and which fell within the bands stated below: No. No. No. N200,001 - N300,000 - 7 19 N300,001 - N400,000 12 38 45 N400,001 - N500,000 32 28 37 N500,001 - N600,000 16 90 93 N600,001 - N700,000 70 59 45 N700,001 - N800,000 44 23 21 N800,001 - N900,000 34 24 20 N900,001 - N1,000,000 27 3 2 N1,000,001 - N1,500,000 41 18 16 N1,500,001 and above 17 11 13 Total 293 301 311 Taxation N'000 N'000 N'000 114,909 111,523 76,676 Per statement of comprehensive income 7,294 9,679 9,138 Income tax on profit for the year - - 183 Education tax 84,153 Prior years' under provision - Education tax 124,588 120,661 Deferred tax 8,010 (4,576) 31,103 132,598 116,085 115,256 Per statement of financial position: N'000 N'000 N'000 179,147 204,841 Opening balance - Income tax 149,809 10,584 7,617 215,425 - Education tax 9,138 186,764 158,947 Payments during the year - Income tax (149,809) (141,132) (102,370) (7,294) (10,444) - Education tax (9,138) Charge for the year - Income tax 114,909 111,523 76,676 9,138 7,294 - Education tax 9,679 323 (52) - - Prior years' under provision - Income tax - (323) - 183 - Prior years' over provision - Income tax - 158,947 186,764 - Prior years'(over)/ under provision - Education tax - Balance at the end of the year 124,588Annual Report & Accounts 2013 62

Notes to the Financial Statements University Press PLC(b) Income tax expense is the aggregate of the charge to the statement of comprehensive income in respect of current income tax, education tax and deferred tax.(c) The amount provided as Income Tax on the profit for the year has been computed on the basis of the income tax rate of 30% in accordance with Companies Income Tax Act, CAP C21 LFN, 2004 (as amended).(d) Provision for Education Tax has been computed at the rate of 2% on the assessable profit in accordance with Education Tax Act CAP E4 LFN, 2004 (as amended).(e) Deferred taxation 2013 2012 N'000 N'000Balance at the beginning of the year 60,508 65,135Provision/(write back) for the year 8,010 (4,576)AdjustmentCapital gains tax on revaluation surplus (Note 30(g)) - (51)Balance at the end of the year 24,576 - 93,094 60,508(f) As a result of accelerated income tax capital allowances, the carrying amount of property, plant and equipment at the Statement of Financial position date exceeded their corresponding tax written down value by N240,462,238 (2012: N205,490,481) an increase during the year of N34,971,757 (2012 : a decrease of N13,021,322) and unrealised exchange gain of N455,137 at year end, resulting in deferred tax liability of N72,275,212 that will become payable in future periods upon reversal of this timing difference.The total value of provisions and foreign exchange differences that will crystalise into deferred tax asset infuture is N12,522,657 (2012: N5,414,310) an increase during the year of N7,108,347 resulting in deferredtax asset of N3,756,797 that could be utilised to offset future income tax liability.During the year ended, there was a revaluation surplus of N245,761,000 on property, plant and equipmentwhich will result in capital gain tax of N24,576,000 that will become payable upon disposal of the property.Reconciliation of Taxes 2013 2012 2011 N'000 N'000 N'000Current tax expense:Current tax on profit for the year 114,909 111,523 76,676Income tax 9,679 9,138 7,294Education tax - -Adjustment 183Total current tax 124,588 120,661 84,153Deferred tax liabilityoriginating/(reversal) of temporary differences 8,010 (4,576) 31,103Total tax expense 132,598 116,085 115,256 Annual Report & Accounts 2013 63

Notes to the Financial Statements(g) Tax Expense recognised in Other Comprehensive Income 2013 2012 N'000 N'000 Capital gains tax on revaluation surplus 24,576 - The reasons for the difference between the actual tax charge N'000 for the year and the standard rate of corporate tax in Nigeria 393,300 N'000 applied to profits for the year are as follows: 343,512 117,990 Profit Before Tax 114,909 103,053 111,523 Expected tax charge based on the standard rate on Nigeria 3,081 corporate tax at the domestic rate of 30% (2012: 30%) (8,470) 82,759 Actual Income tax charge (455) 114,539 1,079 (1,789) Difference ( see below) - - Adjustment for tax deductible and non-deductible items (6) (986) Depreciation - (503) Unrealised exchange gains (30) (398) Unrealised exchange loss (5,731) 3,736 Unclaimed dividend (3,000) Franked Investment Income 10,479 4,768 Decrease in gratuity provision 6,695 - (Profit)/Loss on disposal of available-for-sale financial assets 647 Decrease in social responsibility provision - (3,594) Provision for doubtful debts (4,127) 3,852 Provision for slow moving titles 6,565 - Provision for diminution on available- for- sale financial assets (1,679) (89,040) Profit on disposal of property, plant and equipment (105,819) 28,232 Balancing charge (10,270) 8,470 Investment Allowance (3,081) Capital allowances Income tax at 30% - Difference (as above)Annual Report & Accounts 2013 64

Notes to the Financial Statements University Press PLC(h) Calculation of deferred tax Opening Recognized Recognized in Closing balance at 1 in net income Other Balance at 31 April 2012 March 2013 N'000 Comprehensive N'000 Income N'000 N'000Deferred tax liabilities: 61,595 10,543 - 72,138Excess of NBV over TWDV 537 (400) - 137Unrealised Exchange gain 62,132 10,143 - 72,275Surplus on valuation of property - - 24,576 24,576 62,132 10,143 24,576 96,851Deferred tax assets:Unrealised exchange loss - 324 - 324Provision for bad and doubtful debts 1,430 1,714 - 3,144Provision for social responsibility - (1,719) - (1,719)Provision for slow moving titles - 2,008 - 2,008Provision for diminution on investment 194 (194) - - 1,624 2,133 - 3,757Net deferred tax liability (60,508) 8,010 24,576 (93,094) Annual Report & Accounts 2013 65

Notes to the Financial StatementsBasic earnings per ordinary share 2013 2012 '000 '00031 Basic earnings per share is calculated by dividing the net profit attributable to owners of the entity by the weighted average number of ordinary shares in issue during the year.Profit for the year attributable to owners of the entity N260,702 N227,427Weighted average number of ordinary shares 431,410 431,410in issue (thousands) 60.43 52.72Basic earnings per share (kobo)32(a) Property, plant and equipment:2013 Land Buildings Furniture, Motor Total N'000 N'000 fittings and vehicles N'000Cost/Valuation equipment N'000At 1 April 2012 319,717 496,884 N'000 472,725 1,482,446Additions 6,796 422 93,085 120,909Disposals - - 193,120 (30,020) (33,832)Revaluation (Note 43) 20,606 191,778 53,349 (3,812) - 245,127At 31 March 2013 518,291 550,655 - 535,790 1,814,650 209,914DepreciationAt 1 April 2012 - 14,746 114,908 333,252 462,906Charge for the year - 4,655 17,674 60,430 82,759On disposals -- (3,040) (26,461) (29,501)Revaluation (Note 43) - (634) - - (634)At 31 March 2013 - 18,767 129,542 367,221 515,530Net book values at: N518,291 N531,888 N80,372 N168,569 N1,299,12031 March 201331 March 2012 N319,717 N482,138 N78,212 N139,473 N1,019,5402012 Land Buildings Furniture, Motor TotalCost/Valuation N'000 N'000 fittings and vehicles N'000 equipment N'000At 1 April 2011Additions N'000DisposalsAt 31 March 2012 313,504 490,408 184,554 449,792 1,438,258 6,213 6,476 9,954 47,713 70,356 - - (1,388) (24,780) (26,168) 319,717 496,884 193,120 472,725 1,482,446Annual Report & Accounts 2013 66

Notes to the Financial Statements University Press PLCDepreciation Furniture,At 1 April 2011 fittings and MotorCharge for the yearOn disposals Land Buildings equipment vehicles TotalAt 31 March 2012 N'000 N'000 N'000 N'000 N'000Net book values at31 March 2012 - 220 96,516 277,158 373,89431 March 2011 - 14,526 19,701 80,312 114,539 - - (1,309) (24,218) (25,527) - 14,746 114,908 333,252 462,906 N319,717 N482,138 N78,212 N139,473 N1,019,540 N313,504 N490,188 N88,038 N172,634 N1,064,364(b) Buildings were professionally valued by Messrs Diya, Fatimilehin & Co. (Estate Surveyors and Valuers) as at 31 March 1999 on the basis of their open market values. The revised value of the properties was N129,438,000 resulting in a surplus on revaluation of N125,666,740 which has been credited to the property, plant and equipment revaluation reserve(c) Land and buildings were again professionally valued by Messrs Jide Taiwo & Co (Estate Surveyors and Valuers) as at 6 April 2006 on the basis of their open market values. The total revised value of the properties was N221,000,000 resulting in a surplus on revaluation of N84,058,000 which has been credited to the property, plant and equipment revaluation surplus and which has increased the balance on property, plant and equipment revaluation reserve account to N209,725,000.(d) Land and buildings in four locations were professionally valued by Messrs Jide Taiwo & Co (Estate Surveyors and Valuers) as at 31 March 2011 on the basis of their open market values. The total revised value of the properties was N665,842,000 resulting in a reserve on revaluation of N448,390,000 which has been credited to the property, plant and equipment revaluation reserve and which has increased the balance on property, plant and equipment revaluation surplus account to N658,115,000.(e) Included as part of land and buildings is a landed property amounting to N6,367,532 that was purchased by the Company but which the title documents are yet to be perfected.(f) Land and building were professionally valued by Messrs Jide Taiwo & Co (Estate Surveyors and Valuers) as at March 2013 on the basis of their open market value. The total revised value of the properties was N260,000,000 resulting in the revaluation surplus of N245,760,864 and this has been credited to the property plant and equipment revaluation account as at 31 March 2013. Annual Report & Accounts 2013 67

Notes to the Financial Statements Inventories and work-in-progress 2013 2012 2011 N'000 N'000 N'00033(a) Books 994,837 1,157,003 911,822 Provision for obsolete inventories (Note 33(b) ) (53,017) (43,973) (42,612) 941,820 1,113,030 869,210 Papers (Note 33(c)) 5,252 3,608 5,146 Work-in-progress 13,292 15,237 29,219 Goods-in-transit 2,271 47,508 Consumables 1,164 - 963,799 2,109 950 (b) Provision for obsolete inventories 1,133,984 952,033 N'000 Balance at the beginning of the year 43,973 N'000 N'000 Provision for the year 9,044 42,612 38,468 Balance at the end of the year 53,017 1,361 4,144 (c) Papers 43,973 42,612 Papers 6,606 Provision for obsolete inventories (1,354) 4,962 6,500 5,252 (1,354) (1,354) Trade receivables 3,608 5,146 N'00034(a) Trade receivables 118,765 N'000 N'000 Provision for impairment of receivables (Note 34(b) ) (15,148) 99,664 79,810 103,617 (7,914) (4,117) Provision for impairment 91,750 75,693 The movement in provision for impairment is as follows: N'000 (b) Balance at the beginning of the year 7,914 N'000 N'000 Provision for the year 7,234 4,117 4,095 Bad debt written off 3,797 Balance at the end of the year - - 501 15,148 7,914 (479) Other receivables and prepayments 4,117 N'000 N'00035(a) Prepayments 18,698 7,537 N'000 Sundry receivables (Note 35(b) ) 78,176 34,181 6,960 96,874 41,718 33,186 Sundry receivables 40,146 (b) These comprise: N'000 N'000 340 4,490 N'000 Staff debtors 14,551 14,575 9,838 Recoverable workshop expenses 60,344 12,081 WHT recoverable 17,580 - Miscellaneous receivables 92,815 26,509 80 (14,639) 45,574 21,609 Provision for impairment (Note 35(c) ) 78,176 (11,393) 43,608 Balance at the end of the year (Note 35(a) ) 34,181 (10,422) Provision for impairment N'000 33,186 The movement in provision for impairment is as follows: 11,393 N'000(c) Balance at the beginning of the year 3,246 10,422 N'000 Provision for the year 13,184 Bad debt written off - 971 2,996 Balance at the end of the year 14,639 - (5,758) 11,393 10,422Annual Report & Accounts 2013 68

Notes to the Financial Statements University Press PLC Available-for-sale financial assets 2013 2012 2011 N'000 N'000 N'00036(a) These comprise: Available-for-sale financial assets at cost (Note 36(c)) - 14,027 38,266 Provision for impairment (Note 36(d) ) - (13,596) (22,970) - 15,296 (b) Market value as at the end of the year - 431 15,296 (c) Movement in available-for-sale financial assets 431 14,027 38,266 Balance at the beginning of the year (14,027) 38,266 - Disposals (24,239) Balance at the end of the year - 14,027 38,266(d) Provision for impairment 13,596 22,970 22,437 - 646 533 Balance at the beginning of the year - Provision for the year (13,596) (10,020) Provision no longer required - 13,596 22,970 Balance at the end of the year N'000 N'000 N'000 Trade payables 6,543 285,522 88,71237 Trade payables N'000 N'000 N'000 Other payables and accruals 20,317 19,194 12,90138(a) Deposit for special publications 94,784 38,008 - Other suppliers 2,606 3,210 Staff pension fund (note 38 (b)) 188,046 175,845 2,941 Royalty payable(note 38 (c) ) 22,349 21,926 194,704 Staff incentive 2,815 2,940 29,208 Provision for audit fees ( note 38(d)) 6,249 11,980 Corporate social responsibility (note 38 (e)) 43,558 54,394 3,204 Other payables 380,724 327,497 14,980 35,006(b) Staff Pension Fund N'000 N'000 292,944 3,210 2,941 Balance at the beginning of the year 35,759 37,326 N'000 Charge for the year (36,363) (37,057) 6,210 Payments during the year 2,606 3,210 32,217 Balance at the end of the year (Note 38(a) ) (35,486) 2,941 Contribution to staff pension fund is payable to Pension Fund Custodian/Administrator. N'000 N'000 N'000 175,845 194,704 185,037(c) Royalty 156,624 143,223 169,241 Opening balance (144,423) (162,082) (159,574) Charge for the year Payments 188,046 175,845 194,704 Balance at the end of the year Annual Report & Accounts 2013 69

Notes to the Financial Statements 2013 2012 2011(d) Provision for audit fees N'000 N'000 N'000Balance at the beginning of the year 2,940 3,204 3,127Charge during the year 4,248 3,970 3,000Payments during the year (4,373) (4,234) (2,923)Balance at the end of the year 2,815 2,940 3,204(e) Corporate Social ResponsibilityThis represents 2% of the Profit before taxation and before provision for corporate social responsibility. N'000 N'000 N'000Balance at the beginning of the year 11,980 14,980 11,524Amount utilised during the year (5,731) (3,000) (3,796)Provision for the year - - 7,252Balance at the end of the year (Note 38 (a)) 6,249 11,980 14,980 Retirement benefits N'000 N'000 N'000 - 398 74,18139(a) Balance at the beginning of the year 32,744 Provision for the year 45,117 20,011 Actuarial loss on defined benefit plan (Note 39(b)) 14,107 - - Payments to Fund Administrator (27,205) (98,519) Payments to retired staff during the year (17,912) (4,420) (8,008) Balance at the end of the year 14,107 (15,989) 398 -(b) The Company operates a funded defined benefit plan for all qualifying employees.The most recent actuarial valuations of the present value of the retirement gratuity obligation were carriedout in May 2013 by HR Nigeria Limited. The report is as summarised below as at 31 March 2013: 31 March 2013 N'000Accrued liability 144,250Fund value (130,143)Deficit 14,107Share capital40(a) Authorised: 2013 2012 2011 Number Value Number Value Number Value '000 N '000 '000 N'000 '000 N '000 500,000 250,000 500,000 250,000Ordinary shares of 50 kobo each 500,000 250,000(b) Issued and fully paidBalance at the beginning of the year 431,410 215,705 431,410 215,705 359,508 179,755 - - 71,902 35,950Bonus Issue(Note 45(b)) -- 431,410 215,705 431,410 215,705Balance at the end of the year 431,410 215,705 2012 2011 2013 N'000 N'000 Share premium N'000 175,507 211,457 175,507 (35,950)41. Balance at the beginning of the year - 175,507 Bonus issue(Note 45(b)) - 175,507 Balance at the end of the year 175,507 N'000 1,442 Capital reserve N'000 N'000 1,442 1,44242(a). Balance at the beginning and end of the year(b) This represents 40% of profits retained on cessation of the Nigerian Branch of Oxford University Press. The amount is not remittable but is to be spent in Nigeria.Annual Report & Accounts 2013 70

Notes to the Financial Statements University Press PLC Property, plant and equipment revaluation reserve N'000 2013 2012 201143. The movement in revaluation reserve is as follows: 245,127 N'000 N'000 N'000 658,115 658,115 209,725 Balance at the beginning of the year 634 Transfer from property, plant and equipment (note 32) (24,576) 221,185 - 434,151 Cost 879,300 - 14,239 Accumulated depreciation Capital Gain Tax 2013 658,115 658,115 Balance at the end of the year N'000 2012 2011 Reserve on actuarial valuation of gratuity - N'000 N'000 (14,107)44. Balance at the beginning of the year (14,107) - - Additions during the year - - Balance at the end of the year - - Revenue reserves 2013 2012 2011 N'000 N'000 N'00045(a) Balance at the beginning of the year 798,070 721,533 654,985 Dividend declared and paid (150,993) (150,993) (143,803) 647,077 570,540 511,182 Retained profit for the year 260,702 227,427 211,375 Prior year adjustment IFRS Adjustment - 103 - Balance at the end of the year - - (1,024) 907,779 798,070 721,533 (b) At the Annual General Meeting held on 30 September 2010, it was resolved to capitalise N35,950,792 by way of transfer from share (c) (d) premium account of the Company as at 31 March 2010 to issue 71,901,584 ordinary shares of 50k each to Shareholders whose names46. appear on the register of members at the close of business on 4 September 2010, in proportion of one(1) new bonus share for every five (5)existing shares previously held and that such new shares rank pari passu with the existing issued ordinary shares. On 27 September 2012, the shareholders declared a dividend of 35k per share amounting to N150,993,326 during the Annual General Meeting. The sum of N150,993,326 has been paid to the shareholders whose names were registered in the Company's register of members at close of business on 6 September 2012. For the current year, a dividend of 35k per 50k share held has been proposed. This is subject to shareholders' ratification. No provision would be made for dividend until ratification at the Annual General Meeting. The payment of this dividend is subject to withholding tax at appropriate rate. Reconciliation of net profit to net cash provided by operating activities 2013 2012 Note N'000 N'000 N'000 N'000 Profit after taxation 260,702 227,427 Adjustments to reconcile net income to net cash provided Depreciation of property, plant and equipment 32 82,759 114,539 Profit on disposal of property, plant and equipment 26 (4,127) (3,594) Loss on disposal of available-for-sale - 3,736 financial assets Dividend received 27 (6) (503) Profit on disposal of available-for-sale financial assets 27 (30) Provision for impairment of available-for-sale financial assets 36 - 646 Interest received 27 (22,601) (12,438) Actuarial loss on defined benefit plan 44 (14,107) - IFRS adjustment - 103 Capital gains tax on revaluation surplus 43 (24,576) - Changes in assets and liabilities: 17,312 102,489 Decrease/(increase) in inventories and work-in-progress 170,185 (181,951) Increase in trade receivables (11,867) (16,057) Increase in other receivables (55,156) (1,572) (Decrease)/increase in trade payables (278,979) 196,810 Increase in other payables 53,227 34,553 Increase in deferred tax asset (2,133) (1,624) Decrease in income tax liability (34,359) (27,817) Increase/(decrease) in deferred tax liability 34,719 (3,003) Increase/(decrease) in gratuity 14,107 (398) (110,256) (1,059) 167,758 328,857 71 Annual Report & Accounts 2013

Notes to the Financial StatementsCash and Cash Equivalents47. For the purpose of the statement of cash flows, cash comprises cash at bank and in hand and short term deposits. Cash at the end of the financial year as shown in the cash flow is reconciled to the related items in the statement of financial position as follows: 2013 2012 2011 N'000 N'000 N'000Cash at bank and in hand 35,790 318,417 158,303Short term deposits 285,482 75,473 100,420 321,272 393,890 258,723 Capital commitments48. There were no commitments for capital expenditure at the statement of financial position date (2012 : Nil). Contingent liabilities49. No provision has been made in these financial statements for the potential capital gains tax of N65,812,000 (2012 : N65,812,000) which would arise if the revalued property, plant and equipment referred to in note 32(d) were disposed of at the enhanced value. It is however not the intention of the Board to dispose of these property, plant and equipment as they are required for the operations of the Company. Related party transactions50(a) Related parties include the Directors, their close family members and companies which are controlled by these individuals. (b) Total remuneration of related parties recognised in the statement of comprehensive income are as disclosed in Note 29(b) to the financial statements. Post balance sheet events51. No events or transactions have occurred since 31 March 2013 which would have a material effect upon the financial statements at that date or which need to be mentioned in the financial statements in order not to make them misleading as to the financial position or results of operations at 31 March 2013. Comparative figures52. Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year in accordance with International Accounting Standard (IAS)1.53. TRANSITION TO IFRS (a) First-Time Adoption of IFRS The date of transition to IFRS is 1 April 2011. The Company applied IFRS 1 Fist-time Adoption of International Financial Reporting Standards (IFRS ) in preparing these first IFRS financial statements. The effects of the transition to IFRS on equity, total comprehensive income and reported cash flows are presented in this section and are further explained in the notes that accompany the tables. (b) First-time adoption exemptions applied Upon transition, IFRS 1 permits certain exemptions from full retrospective application of IFRS. The Company has applied the mandatory exceptions and certain optional exemptions, as set out below: (c) Mandatory exceptions adopted by the Company: The Company has consistently applied the estimates under IFRS with those applied under previous GAAP. The estimates used by the Company to present this amount in accordance with IFRS reflect conditions as at 1 April 2011, the date of transition to IFRS and as of March 2012. (d) Optional exemptions applied by the Company: IFRS 1 provides option to elect to re-measure property plant and equipment at fair value at the transition date and use that fair value as their deemed cost. The \" fair value as deemed cost \" exception may be applied on an asset-by-asset basis. This exception may also be applied to investment property if an entity elects to use the cost model in IAS 40, Investment property. The Company has elected to use fair value as deemed cost for property included in property, plant and equipment.Annual Report & Accounts 2013 72

Notes to the Financial Statements University Press PLC(e) (i) Reconciliation of Equity as at Notes GAAP Effect of 1 April 20111 April, 2011 31 March 2011 transition N'000 iNon Current Assets i N'000 to IFRS -Fixed assets N'000 1,064,364Property Plant and Equipment ii 1,064,364Current assets iii - (1,064,364)Inventories ivTrade Receivables iv 1,064,364Other receivables and prepayments vInvestments v 952,033 - 952,033Available-for-sale financial assets 75,770 (77) 75,693Cash and bank balances 41,093 (947) 40,146Cash and cash equivalents 15,296 (15,296)Total current assets 15,296 - - (258,723) 15,296Current liabilities 258,723 258,723 (1,024) -Trade Payables - 258,723Other Payables and accruals 1,342,915 1,341,891Taxation 88,712 - 88,712Net current assets 292,944 - 292,944 186,764 - 186,764Total assets less current liabilities 568,420 - 568,420 774,495 (1,024) 773,471Non-current liabilitiesDeferred taxation 1,838,859 - 1,837,835Employee Benefits - 65,135 - 65,135Total non-current liabilities 398 398 -Total net assets 65,533 65,533 -Share capital 1,773,326 - 1,772,302Share premium -Capital reserve 215,705 - 215,705Revaluation reserve 175,507 (1,024) 175,507Revenue reserve (1,024) 1,442 1,442Equity attributable to owners of the Entity 658,115 658,115 722,557 721,533 1,773,326 1,772,302 Annual Report & Accounts 2013 73

Notes to the Financial Statements(e) (ii) Reconciliation of Equity as at GAAP IFRS31 March, 2012 31 March 2012 Notes 31 March 2012 Effect of N'000 N'000 transition toNon Current Assets IFRS N'000Property Plant and Equipment 1,019,540 - 1,019,540Deferred tax asset vi - 1,624 1,624 1,624 1,021,164 1,019,540Current assets 1,133,984 - 91,750 - 1,133,984Inventories 41,718 - 91,750Trade Receivables 431 - 41,718Other receivables and prepayments 393,890 - 431Available-for-sale financial assets - 393,890Cash and cash equivalentsTotal current assets 1,661,773 - 1,661,773Current liabilities 285,522 -Trade Payables 114,806 - 285,522Other Payables 212,691 - 114,806Accruals and provisions 158,947 - 212,691Company income taxation 771,966 - 158,947 771,966Total assets less current liabilities 1,909,347 1,910,971Non-current liabilities vi 60,508 1,624 62,132Deferred taxation - --Employee BenefitsTotal non-current liabilities 60,508 1,624 62,132Total net assets 1,848,839 - 1,848,839Share capital 215,705 - 215,705Share premium 175,507 - 175,507Capital reserve - 1,442Revaluation reserve 1,442 - 658,115Revenue reserve 658,115 - 798,070 798,070Equity attributable to owners of the Entity 1,848,839 1,848,839Annual Report & Accounts 2013 74

Notes to the Financial Statements University Press PLC(f) Reconciliation of statement of comprehensive income for the year ended 31 March, 2012Total comprehensive income for the reporting period ended 31 March 2012 can be reconciled to the amounts reported under previousGAAP as follows: Effect of GAAP transition to IFRS Note 31 March 2012 IFRS 31 March 2012 N'000 N'000Revenue 2,082,124 - 2,082,124Cost of sales (997,912) - (997,912)Gross profit 1,084,212 1,084,212Marketing and distribution expenses (346,851) - (346,851)Administrative expenses (404,102) - (404,102)Trading profit 333,259 333,259Other operating income vii 19,427 - 19,427 352,686 352,686Finance expenses - (9,174)Profit before taxation (9,174) 343,512Taxation expense 343,512 - (116,085)Profit after tax from continuing operations (116,085) - 227,427Profit for the year after tax from discontinued 227,427operations - -Other comprehensive income - - -Gains on revaluation of property - - -Total comprehensive income for the year - 227,427Profit attributable to owners of the entity 227,427 227,427 227,427Total comprehensive income attributable 227,427 - 227,427to owners of the entity(g) Presentation differencesCertain presentation differences between previous GAAP and IFRS have no impact on reported profit or total equity.Some line items are described differently (renamed) under IFRS compared to previous GAAP, though the assets and liabilities included inthese line items are unaffected. These line items are as follows (with previous GAAP description in bracket):i) Property, plant and equipment (Fixed assets)ii) Trade debtors (Trade receivables)iii) Available-for-sale financial assets (Investments)iv) Other creditors and accruals (accruals and provisions) Annual Report & Accounts 2013 75

Notes to the Financial StatementsExplanation of material adjustments as at 1 April 2011 and 31 March, 2012i) Property plant and equipment (Fixed Assets) Under Nigerian GAAP, the Company recognised and termed its property, plant and equipment as fixed assets. This has been renamed as property, plant and equipment under IFRS. The fixed assets of N1,064,364,000 as at 31 March 2011 have therefore been classified and renamed as property, plant and equipmentii) Trade Receivables On convergence, the Company's trade receivables were tested for impairment in line with the provisions of International Financial Reporting Standards. As a result, a provision for impairment amounting to N77,000 has been made to write down the trade receivables, as at 1 April 2011. This has been written off to the company's revenue reserve as at the transition date of 1 April 2011.iii) Other receivables and prepayments On convergence, the Company's other receivables were tested for impairment in line with the provisions of International Financial Reporting Standards. As a result, a provision for impairment amounting to N947,000 has been made to write down other receivables, as at 1 April 2011. This has been written off to the company's revenue reserve as at the transition date of 1 April 2011.iv) Available-for-sale financial assets (Investments) Under the Nigerian GAAP, the Company recognised and termed its available-for-sale financial assets as quoted investments. This has however been renamed as available-for-sale financial assets under International Financial Reporting Standards. The quoted investments of N15,296,000 as at 31 March 2011 have been reclassified and renamed as available-for-sale financial assets.v) Cash and cash equivalents(Cash and bank balances) Under the Nigerian GAAP, the Company recognised and termed its cash and cash equivalents as cash and bank balances. This has been renamed as cash and cash equivalents under IFRS. As a result, the balance of cash and bank balances of N258,723,000 as at 31 March 2011 have been reclasified and renamed as cash and cash equivalents.vi) Deferred tax asset Under the Nigerian GAAP, the company did not recognise deferred tax asset. The deferred tax asset was included in the deferred tax liability and the deferred tax liability being reported net of deferred tax asset in balance sheet. In line with the provision of International Financial Reporting Standard, deferred tax asset has been separated from deferred tax liability and they are now being reported separately on the statement of financial position. As a result, a sum of N1,624,000 representing the value of deferred tax asset has been separated from deferred tax liabilty as at 31 March, 2012.vii) Adjustment in the Statement of comprehensive income No adjustment was considered necessary in the Statement of comprehensive income for the year ended 31 March, 2012.Annual Report & Accounts 2013 76

University Press PLCNON IFRS STATEMENTSTATEMENT OF VALUE ADDED FOR YEAR ENDED31 MARCH 2013 2013 2012 % N'000 % N'000Turnover 2,312,711 2,082,124Bought in materials and services - Local (860,725) (727,612) - Import (624,641) (594,168)Value added 827,345 100 760,344 100Value added as a percentage of turnover 36% 37%Applied as follows:To pay employees' salaries, wages and fringe benefits 339,430 41 293,119 39To pay taxes to Government 132,598 16 116,085 15To pay bank charges 11,856 1 9,174 1To provide for maintenance of property, plant and equipment 82,759 10 114,539 15Retained for Company's growth and to pay 260,702 32 227,427 30dividend to shareholders 827,345 100 760,344 100 Annual Report & Accounts 2013 77

NON IFRS STATEMENTFIVE YEAR FINANCIAL SUMMARYTURNOVER, PROFIT AND TAXATION IFRS NGAAP 2012Turnover 2013 N'000 2011 2010 2009 N'000 N'000 N'000 N'000 2,082,124 2,312,711 1,868,291 1,923,978 1,614,137 343,512Profit before taxation 393,300 (116,085) 326,631 410,367 336,400Taxation (132,598) (115,256) (133,544) (95,039) 227,427Profit after taxation 260,702 211,375 276,823 241,361 150,993Dividend declared - 143,803 119,836 104,856 1,019,540FINANCIAL POSITION 1,299,120 1,624 1,064,364 531,250 539,280 3,757 - - -Property, plant and equipment 1,661,773Deferred tax asset 1,485,562 (834,098) 1,342,915 1,490,953 1,209,694Current assets (622,813) (633,953) (764,840) (648,598)Liabilities 1,848,839 1,773,326 1,257,363 1,100,376Total net assets 2,165,626 215,705 175,507 215,705 179,753 149,795EQUITY ATTRIBUTABLE TO 215,705 175,507 211,458 241,416OWNERS OF THE ENTITY 175,507 1,442 1,442 1,442 1,442Share capital 1,442 658,115Share premium 658,115 209,725 209,725Capital reserve 879,300 -Property, plant and equipment 798,070 - - -revaluation surplus (14,107) 722,557 654,985 497,998Reserve on actuarial valuation 907,779 1,848,839of gratuity 1,773,326 1,257,363 1,100,376Revenue reserve 52.72k 48.99k 77k 80k 2,165,626 N4.29k N4.11k N3.49k N3.50kBasic earnings per share 60.43kNet assets per share N5.02kAnnual Report & Accounts 2013 78

University Press PLCSHARE CAPITAL HISTORYThe nominal value of the issued and paid up share capital of the Company as at 31st March, 2013 was N215,704,750. Theshare capital had been progressively increased over the years as follows: Authorised Share Capital Issued and fully paid Share ConsiderationDate Increased Capital Increased From To From To Naira Naira Naira Naira1978 4,000,000 4,000,000 4,000,000 4,000,0001992 4,000,000 16,000,000 4,000,000 6,000,000 Scrip Issue (1 for 2)1993 - - 6,000,000 12,000,000 Cash (Rights Issue)1997 16,000,000 50,000,000 12,000,000 14,000,000 Scrip Issue (1 for 6)1998 - - 14,000,000 22,821,398 Cash (Public Issue)2000 - - 22,821,398 26,000,000 Cash (Public Issue)2001 50,000,000 250,000,000 26,000,000 52,000,000 Cash (Rights Issue)2003 - - 52,000,000 62,414,570 Scrip Issue (1 for 5)2006 - - 62,414,570 74,897,483 Scrip Issue (1 for 5)2008 - - 74,897,483 149,794,966 Cash (Rights Issue)2009 - - 149,794,966 179,753,959 Scrip Issue (1 for 5)2010 - - 179,753,959 215,704,750 Scrip Issue (1 for 5)2011 - - 215,704,750 215,704,750 -2012 - - 215,704,750 215,704,750 -2013 - - 215,704,750 215,704,750 - Annual Report & Accounts 2013 79

BONUS HISTORY DATE ISSUED RATE 1992 1 for 6S/NO YEAR END 1997 1 for 61. 31/03/1992 2003 1 for 52. 31/03/1997 2006 1 for 53. 31/03/2003 2009 1 for 54. 31/03/2006 2010 1 for 55. 31/03/20096. 31/03/2010DIVIDEND ISSUE NO YEAR END DIV. PAY-OUT PER 50K SHARE DATE DECLARED/DATE PAID 24/10/199010 31/03/1990 15k 15/10/1991 18/11/199211 31/03/1991 18k 17/11/1993 29/11/199412 31/03/1992 10k 18/10/1995 17/10/199613 31/03/1993 10k 25/09/1997 24/09/199814 31/03/1994 05k 23/09/1999 21/09/200015 31/03/1995 08k 27/09/2001 19/09/200216 31/03/1996 10k 09/10/2003 30/09/200417 31/03/1997 8.6k 29/09/2005 28/09/200618 31/03/1998 10k 27/09/2007 25/09/200819 31/03/1999 20k 24/09/2009 30/09/201020 28/09/2000 25K 29/09/2011 27/09/201221 31/03/2001 30K22 31/03/2002 15k23 31/03/2003 15k24 31/03/2004 20k25 31/03/2005 10K26 31/03/2006 25K27 31/03/2007 30K28 31/03/2008 35K29 31/03/2009 40K30 31/03/2010 40K31 31/03/2011 35K32 31/03/2012 35KAnnual Report & Accounts 2013 80

University Press PLCIMPORTANT NOTICE ON REVALIDATION OF SHAREHOLDERS' E-DIVIDEND MANDATE As you are aware, the Central Bank of Nigeria (CBN) recently introduced the Nigerian Uniform Bank Account Number (NUBAN) in June 1, 2011 for adoption by all clearing Banks in Nigeria. Consequent upon this, all shareholders' bank account details in the Registrar's database have become obsolete which would no longer be used for e-dividend payments. Thus, bank account- holders are urged to revalidate their e-dividend mandates in order to facilitate direct credit into their bank accounts as soon as dividends are due for payment. Kindly cut off the e-dividend form at the back page or download it from our Registrar's website www.wemaregistrars.com, thereafter complete the form and forward to the address below for processing. The Registrar Wema Registrars Limited Plot 30, Oba-Akran Avenue, Ikeja P.M.B. 12964, Marina Lagos Telephone 07028380379, 01-7732181 Also, shareholders who are yet to comply with the e-dividend initiative are advised to take advantage of this to avoid the likelihood of loss or delay in receiving their dividends entitlement subsequently. Please note that failure to send accurate NUBAN information/details may result in delay or non processing of your request by the Registrar. The company also needs your Tax Identification Number (TIN) to pay Withholding Tax on your dividend.UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTSSome dividend warrants are yet to be presented for payment or returned to the Company for revalidationand some share certificates remain unclaimed by some members.Members affected are hereby advised to write to the Company Registrar or call at the CompanyRegistrar's office as indicated above.Thank you. Annual Report & Accounts 2013 81





PROXY FORM(Please tear off and complete)I/We………………………………………...........…….....…of……………………………................................................................................................................Being a member/members of University Press Plc hereby appoint…...………………..............................…..……of...………......…....................................................or failing him, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to beheld at Kakanfo Conference Centre, 1 Nihinlola Street, Joyce B Road, Off Ring Road, Ibadan, on Thursday, 26th September, 2013 at 11.00a.m. and at anyadjournment thereof.As witness my/our hands this……………………day of…………......………….2013. Signed…..............................................................………..……….***Please indicate with “X” in the appropriate space how you wish your votes to be cast on the resolutions set out below.Unless otherwise instructed, the proxy will vote or abstain at his/her discretion.PROPOSED RESOLUTION Resolution No. For Against 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 CommitteeSPECIAL 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.’ NOTES: (i) THIS PROXY FORM SHOULD NOT BE COMPLETED AND RETURNED IF THE MEMBER WILL BE ATTENDING THE MEETING. (ii) A member (shareholder) entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his stead. All proxies should be deposited with the Registrar of the Company not less than 48 hours before the time of holding the meeting. A proxy need not be a member of the Company. (iii) In case of joint shareholders, any of such may complete the form but the names of all joint shareholders must be stated. (iv) If the shareholder is a corporation, this form must be under its common seal or under the hand of some officers or attorneys duly authorised on his/its behalf. (v) Provision has been made on this form for the Chairman of the meeting to act as your proxy, but if you wish, you may insert in the blank space on the term (not marked) the name of any person, whether a member of the Company or not,who will attend the meeting and vote on your behalf instead of the Chairman of the meeting. (vi) It is a requirement of the law under Stamp Duties Act 1990, Laws of the Federal Republic of Nigeria, that any instrument of proxy, to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must bear a stamp duty not adhesive postage stamps. (vii) Shareholders or their proxies are requested to sign the Admission Card before attending the meeting...…………………………………......................................................…...….......................……........................……………………………....... Before posting the above card, tear off this part and retain it to gain entrance at the meeting. ADMISSION CARD Please admit…………………... .……………to the Annual General Meeting of University Press PLC to be 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.Name of Shareholder................................................................................................................................................................................................................Surname Other Names Acct. NoSignature of Person Attending…………………………………............………. .......