LEARN AFRICA : QUARTER 5 FINANCIAL STATEMENT FOR 2024

LEARN AFRICA PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024

DRAFT FOR TAX COMPUTATIONS
LEARN AFRICA PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024
Content		Page
Financial highlights	i
Directors and other corporate advisers	ii
Report of the directors	iii
Audit committee's report	vi
Statement of directors' responsibilities	1
Certification of management's assessment of internal control over financial reporting	2
Statement of compliance	3
Independent Auditor's Attestation Report on Management's Assessment of Internal
Controls over Financial Reporting	4
Independent auditor's report	6
Statement of financial position	11
Statement of profit or loss and other comprehensive income	12
Statement of changes in equity	13
Statement of cash flows	14
Notes to the financial statements	15
Other national disclosures
Value added statement	59
Financial summary	60

LEARN AFRICA PLC

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED 31 MARCH 2024

			Increase/
	2024	2023	(decrease)
	₦'000	₦'000	%
Major financial position items:
Share capital	385,725	385,725	-
Total assets	4,862,779	5,192,394	(6)
Revenue reserve	1,214,577	1,396,242	(13)
Shareholder funds	3,608,218	3,789,884	(5)
Major comprehensive income items:
Turnover	4,084,481	3,472,592	18
Profit before taxation	260,522	606,735	(57)
Profit after taxation	11,194	429,532	(97)
Dividend (gross)	192,860	154,294	25
Information per 50k ordinary shares
based on 771,450,000 ordinary shares:
Earning per share (kobo)	1	56	(97)
Dividend per share (kobo)	25	20	25
Net assets per share (kobo)	5	5	-
Number of employees	176	181	(3)

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LEARN AFRICA PLC

DIRECTORS AND OTHER CORPORATE ADVISERS

FOR THE YEAR ENDED 31 MARCH 2024

BOARD OF DIRECTORS	Chief Emeke Iwerebon	Chairman
	Alhaji Hassan S. Bala	Managing Director
	Mr. Gbola Aiyedun	Publishing Director
	Mrs. Cordelia Ojeile	Finance Director
	Mr. Frederick E. Ijewere	Non-Executive Director
	Hajia Binta Bakari	Non-Executive Director
	Mrs. Yetunde Aina	Non-Executive Director
	Mrs. Egbichi Akinsanya	Independent Non- Executive Director
	Mr. Iyinoluwa Aboyeji	Non-Executive Director
SECRETARIES	Dcsl Corporate Services Limited
	(Corporate Secretaries)
	235 Ikorodu Road
	Ilupeju, Lagos
	Tel: [phone]
	Website: www.dcsl.com.ng
REGISTERED OFFICE	52 Oba Akran Avenue, Ikeja, Lagos
	Website: www.learnafricaplc.com
	Tel: [phone]
REGISTERED NUMBER	RC2637
AUDITOR	PKF Professional Services,
	PKF House,
	205A Ikorodu Road,
	Obanikoro,
	Lagos Nigeria
REGISTRAR	First Registrars and investor services Limited
	Plot 2 Abebe Village Road, Iganmu
	P.M.B 12692, Lagos
SOLICITORS	Citi Point Chambers	Nnoli Lawrence
	(Legal Practitioners)	Plot 5 Chief Yesefu Abiodun Road
	11, IPM Avenue	Victoria Island, Lagos
	Alausa, Lagos
BANKERS	First Bank of Nigeria Limited	United Bank of Africa Plc
	Ikeja Industrial Estate Branch	Oba Akran Avenue Branch
	Oba Akran Avenue, Ikeja, Lagos.	Ikeja, Lagos
	Zenith Bank Plc	Guaranty Trust Bank Plc
	Medical Road Branch	33, Oba Akran Avenue
	8, Simbiat Abiola Way	Ikeja, Lagos.
	Ikeja, Lagos.
INVESTMENT ADVISER	Cordros Capital Limited
	70 Norman Williams Street
	Ikoyi, Lagos
	Tel: [phone]

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LEARN AFRICA PLC

REPORTS OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

The directors have pleasure in presenting their report together with the audited financial statements and other national disclosures of Learn Africa Plc ("the company") for the year ended 31 March 2024.

LEGAL FORM

The Company was incorporated in Nigeria under the Companies and Allied Matters Act as a Private Limited Liability Company in Nigeria in 1961. It also commenced business operations that same year. The Company was converted to a Public Limited Liability Company on 28 May 1991 and its shares listed on the Nigerian Exchange Limited on 23 July 1996.

PRINCIPAL ACTIVITIES

The principal activities of the Company are publishing and distribution of educational materials for all levels of learning - Nursery, Primary, Secondary and Tertiary.

There was no change in the principal activities of the Company in the year under review.

RESULTS FOR THE YEAR	2024	2023
	N'000		N'000
Revenue from contract with customers	4,084,481	3,472,592
Profit before taxation	260,522	606,735
lncome tax expense	(249,327)		(177,203)
Profit after taxation	11,194	429,532

Dividend

Shareholders and substantial shareholders

The issued and fully paid-up Share Capital of the Company is 771,450,000 ordinary shares of 50 kobo each. The Register of Members shows that as at 31 March 2024, only three persons held more than 5% of the Company's

shares; one person Iwerebon Emeke Felix held 13.90%, Mr. Fredrick E. Ijewere held 6.23% and the Estate of Ade- Ajayi Jacobs Festus held 5.50% of the Company's shares while fourteen (14) members held between 1% and 5%.

Other shareholders held less than 1% respectively.

			Shares of 50k each
	2024 %	2023 %
		No. of		No. of
		shares		shares
Major shareholders
The following shareholders held more than	5% of the issued
share capital as at 31 March
Iwerebon Emeke Felix (Chief)	107,197,682	13.90	105,895,265	13.73
Mr Frederick E. Ijewere	48,074,954	6.23	48,041,299	6.23
Estate of Ade-Ajayi Jacob Festus (Prof)	42,429,847	5.50	42,429,847	5.50
Stated below is the company shareholding structure as at the year ended
Structure description		No. of Holders		Holdings	% Holdings
31 March 2024
Corporate	301		147,603,666	19.13
Foreign	15		254,381	0.03
Individuals		8,339		623,591,953	80.83
	8,655		771,450,000	100
31 March 2023
Corporate	315		151,637,955	19.66
Foreign	13		243,024	0.03
Individuals		8,111		619,569,021	80.31
	8,439		771,450,000	100

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LEARN AFRICA PLC

REPORTS OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

Directors' interest in shares

The interests of the Directors in the issued share capital of the Company as recorded in the Register of Directors' Shareholdings and/or as notified by them for the purpose of Sections 301 and 302 of the Companies and Allied Matters Act 2020 and the listing requirements of the Nigerian Exchange Limited are as follows:

Direct
S/n Name		2024	2023
1.	Chief Emeke Iwerebon		91,597,393	90,494,976
2	Alhaji Hassan S. Bala		200,500	200,500
3	Mr Frederick E. Ijewere		11,249,223	11,249,223
4	Hajia Binta Bakari		140,000	140,000
5	Mrs Yetunde Aina		-	-
6	Mr Gbolagunte Aiyedun		200,000	200,000
7	Mrs Cordelia Isioma Ojeile		181,017	181,017
8	Mrs Egbichi Akinsanya		-	-
9	Mr Iyinoluwa Aboyeji		-	-
Indirect holding
Name	Registered shareholder	Shareholding	Shareholding
			2024	2023
1	Chief Emeke Iwerebon	First Nationwide Limited	15,600,289	15,400,289
2	Mr Frederick E. Ijewere	Ebako & Company Limited	36,825,730	35,441,404
3	Mrs Yetunde Aina	Estate of Prof Ade-Ajayi
		Jacob Festus	42,429,847	42,429,847
4	Hajia Binta Bakari	Estate of Bakari Shehu
		Usman Alhaji	21,878,696	21,878,696

Directors' interest in contracts

In accordance with Section 303 of the Companies and Allied Matters Act 2020, no Director notified the Company of any interest in any contracts in which the Company was involved in the ordinary course of business during the year under review

Acquisition of own shares

The company has not purchased any of its own shares during the year under review (2023: Nil).

Analysis of shareholding as at period ended 31 March 2024

			No of
Range	Holders	Holders %	Units		Units%
1	-	1,000	1831	21.16	607,719	0.08
1,001	-	5,000	1458	16.85	3,798,925	0.49
5,001	-	10,000	2334	26.97	17,623,129	2.28
10,001	-	50,000	2205	25.48	46,687,681	6.05
50,001	-	100,000	403	4.66	29,044,148	3.76
100,001	-	500,000	284	3.28	60,100,293	7.79
500,001	-	1,000,000	50	0.58	36,823,900	4.77
1,000,001	-	5,000,000	61	0.70	128,714,971	16.68
5,000,001	-	10,000,000	13	0.15	90,459,868	11.73
10,000,001	-	771,450,000	16	0.18	357,589,366		46.35
			8655		771,450,000	100

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LEARN AFRICA PLC

REPORTS OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

Property, plant and equipment

Information relating to changes in property, plant and equipment during the year is given in Note 13 to the financial statements. In the opinion of the Directors, the market value of the Company's property, plant and equipment is not less than the value shown in the financial statements.

Corporate social responsibility

As an integral part of the Nigerian society playing varied roles as an employer, partner, and tax payer. The Company impacts the society through various means including the Learn Africa Education Development Foundation, a nonprofit making organisation committed to the growth and development of schools and education through the provision of educational infrastructure.

Human resources development

Employment of Physically Challenged Persons

The company continued to maintain its policy of non-discrimination in considering applications for employment and other industrial relations matters.

Health, safety and welfare of workers

The company takes the health, safety and welfare of its employees very seriously, with a strong conviction that a healthy workforce will always be highly productive. Top health-care providers have been carefully selected to look after the health-care needs of employees and their dependants. We comply with relevant statutory provisions and regulations on health, safety and welfare matters.

Training and development

Our Company has adopted a training policy that advocates training and re-training for all employees. Our training activities during the year cut across all categories of employees. Also, induction training has been designed to benefit new employees such that it will assist them settle into their roles conveniently. The newly introduced performance management system ensures that good performance is recognized and adequately rewarded while poor-performance is appropriately sanctioned. The system is designed to assist employees develop and apply their innate skills and proficiency in the discharge of their assigned duties.

Events after reporting date

As stated in Note 26, there are no events or transactions that have occurred since the reporting date which would have a material effect on the financial statements as presented.

Format of the financial statement

The financial statements of Learn Africa Plc have been prepared in accordance with the reporting and presentation requirement of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), the provisions of the Companies and Allied Matters Act, 2020 and the requirements of Financial Reporting Council of Nigeria Act, 2023 (as amended). The directors consider that the format adopted is that most suitable for the Company.

Auditor

PKF Professional Services (External Auditors) have indicated their willingness to continue in office as External Auditors of the Company. A resolution will be proposed at the Annual General Meeting to authorise Directors to determine their remuneration.

By Order of the Board

DCSL Corporate Services Limited

DCSL Corporate Services Limited

(Company Secretary)

(Company Secretary)

Plot 2 Abebe Village Road, Iganmu

Plot 2 Abebe Village Road, Iganmu

Anne Agbo-FRC/2013/NBA/00000000855

Anne Agbo-FRC/2013/PRO/NBA/002/00000000855

Dated: 26 June 2024

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LEARN AFRICA PLC

STATEMENT OF DIRECTORS RESPONSIBILITIES

FOR THE YEAR ENDED 31 MARCH 2024

In accordance with the provisions of the Companies and Allied Matters Act 2020, the directors of Learn Africa Plc. are responsible for the preparation of annual financial statements which gives a true and fair view of the financial position of the company at the end of the year and of the financial performance and cashflows for the

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act, 2020 and Financial Reporting Council of Nigeria Act,2023 (as amended);
2. appropriate and adequate internal controls are established both to safeguard the assets and to prevent and detect fraud and other irregularities;
3. the company prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and that all applicable accounting standards have been followed
4. It is appropriate for the financial statements to be prepared on a going concern basis.

The directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with:

• International Financial Reporting Standards
• the requirements of the Companies and Allied Matters Act 2020.
• the requirements of the Financial reporting Council of Nigeria Act, 2023 (as amended).

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial position of the Company and of its performance and cash flows for the year.

The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the directors to indicate that the company will not remain a going concern for at least twelve months from the date of this statement.

Signed on behalf of the Board of Directors by:

Chief Emeke Iwerebon	Alhaji Hassan S. Bala
Chairman	Managing Director
FRC/2013/PRO/DIR/003/0000002046	FRC/2016/PRO/DIR/003/00000015071
Dated: 26 June 2024	Dated: 26 June 2024

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LEARN AFRICA PLC

REPORTS OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

We, Alhaji Hassan S. Bala (Managing Director) and Mrs. Cordelia Ojeile (Finance Director), certify that:

a)

b) Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

c)

-

March 2024, presented in this report.

d)

1. Are responsible for establishing and maintaining internal controls;
2. Have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information regarding Learn Africa Plc, is made known to us by others within the entities, particularly during the period in which the report is being prepared;
3. Have designed such internal control system, or caused such internal control system to be designed under
   principles; and
4. Have evaluated the effectiveness of the company's internal controls and procedures as of date within 90

days prior to the report and presented in this report our conclusion about the effectiveness of the internal controls and procedures, as of 31 March 2024 covered by this report based on such evaluation.

e)

to

the company's auditors (PKF Professional Services) and the Audit Committee that: 1)

2) There was no fraud, whether or not material, that involves management or other employees who have a

f)

-

ed.

Dated this 26 day of June 2024

Alhaji Hassan S. Bala	Mrs. Cordelia Ojeile
Managing Director	Finance Director
FRC/2016/PRO/DIR/003/00000015071	FRC/2013/PRO/ICAN/001/00000002038

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LEARN AFRICA PLC

STATEMENT OF COMPLIANCE

FOR THE YEAR ENDED 31 MARCH 2024

Certification Pursuant to Section 405(1) of Companies and Allied Matter Act, 2020

We the undersigned hereby certify the following with regards to our Audited Financial Statements for the year ended 31 March 2024 that:

1. We have reviewed the report;
   To the best of our knowledge, the report does not contain:
2. • Any untrue statement of a material fact, or
   • Omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;
3. To the best of our knowledge, the financial statement and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the company as of, and for the periods presented in this report.
4. We:
5. • are responsible for establishing and maintaining internal controls.
   • have designed such internal controls to ensure that material information relating to the Company is made known to such officers by others within the entity particularly during the period in which the periodic reports are being prepared;
   • have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report;
   • have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

1. We have disclosed to the auditor of the Company and Audit Committee:
2. • All significant deficiencies in the design or operation of internal controls which would adversely affect the company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weakness in internal controls, and
   • Any fraud, whether or not material, that involves management or other employees who have significant role in the company's internal controls;

We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

_____________________	_____________________
Alhaji Hassan S. Bala	Mrs. Cordelia Ojeile
Managing Director	Finance Director
FRC/2016/PRO/DIR/003/00000015071	FRC/2013/PRO/ICAN/001/00000002038
Dated: 26 June 2024	Dated: 26 June 2024

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