Quarter 1 - financial statement for 2026

CHAMS HOLDCO PLC

UNAUDITED CONSOLIDATED AND SEPERATE FINANCIAL

STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2026

Notes

Group Account Unaudited 3months ended

31st March 2026

Group Account Unaudited 3months ended 31st March 2025

Company Unaudited 3months ended 31st March 2026

Company Unaudited 3months ended 31st March 2025

N' 000

N' 000

N' 000

N' 000

Revenue

1

4,200,363

3,870,452

Cost of Sales

2

(2,872,723)

(3,094,909)

Gross Profit

1,327,640

775,543

Other operating Income

3

7,855

150,345

19,500

227,831

Administrative Expenses

4

(866,654)

(542,453)

(59,210)

(110,159)

Operating Profit/( Loss)

468,841

383,435

(39,710)

117,672

Finance expense

5a

(161,951)

(201,887)

(103,549)

(112,017)

Finance Income

5b

215,947

214,795

(Loss)/Profit before Taxation

522,837

181,548

71,536

5,655

Taxation expense (Provision)

(93,436)

(32,678)

(8,584)

(1,244)

Profit/(Loss) after Taxation

429,400

148,870

62,951

4,411

Profit/ (Loss)attributable to :

Owners of the parent

324,525

85,418

62,951

4,411

Non-Controlling interests

104,875

63,452

Basic (Loss) / earnings per share (kobo)

3.61

3.00

0.70

0.04

Diluted (Loss)/ earnings per share (Kobo)

3.61

3.00

0.70

0.04

CHAMS HOLDING COMPANY PLC

CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION

AT 31 MARCH 2026

Group

Company

Notes

MARCH

AUDITED

MARCH

AUDITED

2026

2025

2026

2025

N'000

N'000

N'000

N'000

Assets

Non-current assets

Right-of-use assets

-

-

Property, plant and equipment 10

3,454,939

2,859,210

1,615,133

1,615,745

Intangible assets 11

7,495,897

7,500,877

-

-

Investment in subsidiaries

4,234,798

4,214,991

Investments in convertible loans

1,106,669

1,106,669

1,106,669

1,106,669

Investment in associates

75,000

75,000

75,000

75,000

Investment securities at fair value through

other comprehensive income

100,000

100,000

100,000

100,000

Financial assets fair value through other profit

and loss

21,034

12,130

Deferrred Asset

22,165

22,165

Other Non current assets

1,000,000

1,325,000

-

-

Total non-current assets

13,253,539

12,978,886

7,153,765

7,134,570

Current assets

Inventories 6

886,911

842,006

-

Trade Receivables 7

9,245,662

14,576,929

3,447,609

3,388,442

Other Receivables and prepayment 7

2,493,010

-

Cash and cash equivalents 9

5,953,119

5,980,569

3,878,358

4,687,228

Total current assets

18,578,703

21,399,504

7,325,967

8,075,670

Total assets

31,832,242

34,378,390

14,479,732

15,210,240

-

-

-

-

-

-

-

Liabilities

Non-current liabilities

Deferred tax liabilities

102,938

102,938

Deposit for Shares

352,754

Long term loan

1,044,268

1,105,181

457,538

476,022

Total non-current liabilities

1,499,960

1,208,119

457,538

476,022

Current liabilities

Trade and other payables 8

8,456,079

11,779,019

1,024,778

1,889,060

Current tax liabilities

988,242

910,941

116,015

139,241

Current portion of deferred income

134,285

-

-

Current portion of long term loan

939,686

824,531

939,686

824,531

Total current liabilities

10,384,007

13,648,776

2,080,478

2,852,832

Total liabilities

11,883,967

14,856,895

2,538,016

3,328,854

Equity

Ordinary shares

4,500,000

4,500,000

4,500,000

4,500,000

Share premium

5,378,187

5,380,810

5,378,187

5,380,809

Loss sustained 12

(838,935)

(1,268,335)

600,164

537,213

Other reserves:

- Capital reserve

145,522

145,522

-

-

- Assets revaluation reserve

4,755,307

4,755,307

1,463,364

1,463,364

- FairValue reserve

156

156

-

13,940,238

13,513,460

11,941,716

11,881,386

Non-controlling interest 13

6,008,037

6,008,035

-

-

Total equity

19,948,275

19,521,495

11,941,716

11,881,386

Total liabilities and equity

31,832,242

34,378,390

14,479,732

15,210,240

Group

Share capital

Share premium

Revaluation reserves

Capital reserves

Fair value

reserves

Retained earnings

Total

Non-controlling

interests

Group

Balance at 1 January 2026

4,500,000

5,380,809

4,755,307

145,522

156

(1,268,335)

13,513,459

6,008,037

19,521,496

Statement of profit or loss

429,400

429,400

429,400

Other comprehensive income

-

-

(2,622)

(2,622)

Balance at 31 March 2026

4,500,000

5,378,187

4,755,307

145,522

156

(838,935)

13,940,238

6,008,037

19,948,275

-

Balance at 31 March 2026

4,500,000

5,378,187

4,755,307

145,522

156

(838,935)

13,940,238

6,008,037

19,948,275

Group

Share capital

Share premium

Revaluation reserves

Capital reserves

Fair

value reserves

Retained earnings

Total

Non-

controlling interests

Group

Balance at 1 January 2025

2,348,030

35,008

4,755,307

145,522

156

(1,788,976)

5,495,047

4,498,278

9,993,325

Statement of profit or loss

520,640

520,640

(103,547)

417,093

Other comprehensive income

-

-

Other movement in reserve

-

Transactions with owners

2,151,970

5,345,801

1,613,306

9,111,077

Balance at 31 DECEMBER 2025

4,500,000

5,380,809

4,755,307

145,522

156

(1,268,336)

6,015,687

6,008,037

19,521,495

CHAMS HOLDCO Plc

UNAUDITED STATEMENT CONSOLIDATED AND SEPARATE OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 MARCH, 2026

Company

Share capital N'000

Share Premium

N'000

Revaluation Reserve N'000

Retained Earnings

N'000

Fairvalue Reserve N'000

Total N'000

As at 1st January 2025

4,500,000

5,380,810

1,463,364

537,213

11,881,387

Profit /(Loss) for the Period

-

62,951.26

0

Other Comprehensive Income

-

-

0

Additional Capital

0

Total Comprehensive Loss

-

-

-

0

Transactions with owners recorded

-

- 2,622

Balance as at 31 December , 2025

4,500,000

5,378,188

1,463,364

600,164

11,941,716

COMPANY

AUDITED STATEMENT CONSOLIDATED AND SEPARATE OF CHANGES IN EQUITY FOR THE PERIOD ENDED DECEMBER 31, 2025

Company

Share capital N'000

Share Premium

N'000

Revaluation Reserve N'000

Fairvalue Reserve N'000

Retained Earnings N'000

Total N'000

At 1 January 2025

2,348,030

35,008

1,463,364

144,929

3,991,331

Changes in equity for the year:

-

Statement of Profit or Loss

392,284

392,284

Transactions with owners:

2,151,970

5,345,801

7,497,771

Balance as at 31 December, 2025

4,500,000

5,380,809

1,463,364

-

537,213

11,881,386

Group

Company

Unaudited MAR, 2026

Audited DEC, 2025

Unaudited MAR, 2026

Audited DEC, 2025

N'000

N'000

N'000

N'000

Cash flows from operating activities

Profit/(loss) after tax

429,400

417,093

62,951

392,284

Adjustment for:

Depreciation of property, plant and equipment

40,408

170,531

3,535

13,486

Depreciation of right-of-use-assets

6,500

-

Amortisation of intangible assets

(189,396)

(198,566)

Adjustment to non controlling interest

1,509,759

Impairment charge/(write back) on trade and other

receivables

1,577

Write off trade and other receivables

(154,092)

(241,560)

47

Other movement in trade and other receivables

570,073

(141,131)

-

Profit on disposal of property, plant and equipment

(710)

Interest income

(215,947)

(332,452)

(214,795)

(314,340)

Fair value gain

(1,257)

Finance cost

161,951

896,337

103,549

585,277

Tax expense

(199,229)

389,671

(8,584)

(22,372)

632,565

2,486,928.00

(53,344)

455,106

Changes in operating assets and liabilities

Decrease/(increase) in Inventories

(44,905)

44,399

-

Increase in trade and other receivables

2,838,256

(8,066,552)

(59,167)

(1,911,561)

Increase in deferred income

352,754

(474,684)

-

(decrease)/Increase in trade and other payables

(3,322,940)

5,500,874

161,466

148,569

Tax paid

(153,096)

(6,338)

Net cash (used in)/from operating activities

455,730

(662,131)

48,955

(1,314,224)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

10,706

710

Purchase of property, plant and equipment

(270,729)

(108,424)

(9,793)

Acquisition of intangible assets

54,390

-

198,566

Sales of investment in subsidiaries

-

-

-

Financial asset fair value through profit or loss

1,257

-

-

Purchase of land

-

-

Interest income

215,947

332,452

214,795

314,340

Net cash (used in)/from investing activities

(54,783)

290,381

214,795

503,823

Cash flows from financing activities

Proceeds from loans and borrowings

Repayment of loans and borrowings

(275,540)

(1,353,303)

(144,540)

(1,758,156)

Additional investment in convertible loan stock

(1,106,669)

(1,106,669)

Ordinary shares

2,151,970

2,151,970

Share premium

(2,623)

5,345,801

5,345,801

Finance cost

(161,951)

(896,337)

(103,549)

Net cash from/(used in) financing activities

(440,114)

4,141,462

(248,089)

4,632,946

Decrease/(increase) in cash and cash equivalents

(39,166)

3,769,712

15,661

3,822,545

Cash and cash equivalents at the beginning of the year

5,052,599

1,282,887

3,862,697

40,152

Cash and cash equivalents at the end of the year

5,013,433

5,052,599

3,878,358

3,862,697

1 General Information

Chams Plc (The Company) was incorporated as a limited liability Company on 10 September 1985 and became a public Company on 4 September 2008. The Company was listed on the floor of the Nigerian Stock Exchange on 8 September 2008. The principal activities of Chams Plc and its subsidiaries (The Group) include identity management, payment collections and transactional systems.

The Company's registered office is located at 8, Louis Solomon Close, Victoria Island, Lagos.

2 Basis of Preparation

These unaudited interim financial statements for the Three months ended March 31, 2026 have been prepared in accordance with IAS 34. 'Interim financial reporting'. The interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2025, which have been in accordance with IFRS.

3 Significant accounting policies

The accounting policies adopted are consistent with those of the previous financial year

4 Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ

from these estimates.

5 Revenue recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Revenue is the fair value of the consideration received net of taxes and discounts. Revenue from sales of goods is recognised when delivery has taken place and transfer of risks and reward of ownership has been completed. Revenue from service rendered is recognised immediately the service is completed and a service delivery form

is issued. When services are provided in phases, revenue is recognised on completion of each phase of the project.

6 Property, plant and equipment

Items of property. Plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly

atttributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

7 Cash and Cash equivalent

Cash and Cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with

original maturities of three months or less. For the purpose of the statement of Cashflows bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 March, 2026

Mar-26

N,000

3

Other Income

Chams Holdco

Card Centre

Chams Access

Chams Switch

Eliminated on consolidation

19,500

7,350

505

(19,500)

7,855

1 Biometrics Related,Counting, Phone, Computer & Sorting Machines

1,609,963

E- voting

382

Payment Gateway Fee

1,624

BVN sales and maintenance

1,923

Data card products supply of cards

1,802,609

Virtual Airtime Fee

16,260

Cyber Security, Infrastructure and others

730,314

Access control

5,082

Pension Central

8,720

I'm Alive

20,114

Kegow

3,373

4,200,363

2

Costs of sales

Biometrics Related,Counting, Phone, Computer & Sorting Machines

1,093,302

E- voting

74

BVN sales and maintenance

1,034

Data card products supply of cards

1,162,959

Virtual Airtime Fee

8,591

Cyber Security, Infrastructure and others

590,959

Access control

3,465

Pension Central

2,812

I'm Alive

6,605

Kegow

2,921

Total costs of sales

2,872,723

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 March, 2026

4

Admin Expenses

Payroll Cost

A

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Mar-26

N,000

126,908

104,139

140,524

63,059

37,537

472,166

C

Admin Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Shared Cost

45,340

144,698

109,034

100,474

73,957

- 139,500

334,003

D

Depreciation and Amortisation

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

3,535

24,964

7,097

3,396

1,415

40,408

B

Marketing Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

3,427

7,617

7,947

1,085

20,077

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 March, 2026

Mar-26

N,000

103,549

58,402

5a

Interest Expense

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

5b

Interest Income

Chams Holdco

Chams Mobile

Card Centre

214,795

1,152

6

Inventory

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

377,570

496,307

13,035

7

Receivables

Opening Balance

Changes during the period

Closing balance

14,576,929

(2,838,256)

11,738,673

8

Payables

Opening balance

Change during the period

Closing Balance

11,779,019

- 3,322,940

8,456,079

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 March, 2026

Mar-26

N,000

9

Cash and Bank

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

3,878,358

266,311

183,294

210,944

1,414,212

5,953,119

10

PPE and Other Non current Assets

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

1,615,133

1,770,036

47,735

15,162

1,006,873

4,454,939

11

Intangibles

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

51,519

1,018

4,472,487

2,970,873

7,495,897

12

Retains earnings

Opening Balance

Share of profit of subsidiairies

Amount reported in Statement of financial position

(1,268,335)

429,400

(838,935)

13

Non controlling interest

Opening balance

Prior period adjustment

Share of profits of subsidiaries

Amount reported in Statement of financial position

Shareholding Structure and Free Float Status

Company Name:

CHAMS HOLDING PLC

Board Listed:

Main Board

Period End

31/03/2026

Reporting Period:

Ended March 31, 2026

Share Price at end of reporting period:

N4.39(2025: N2.16)

Description

31/3/2026

28/3/2025

Unit

Percentage

Unit

Percentage

Issued Share Capital

9,000,000,000

100%

4,696,060,000

100%

Substantial Shareholdings (4% and above)

CROPS NIGERIA LIMITED

966,475,093

10.73

NIL

NIL

BLACK RISING LTD

700,000,000

7.78

400,000,000

8.52

CREDITVILLE NIGERIA LIMITED

487,254,607

5.41

5,594,303

0.12

CAPITAL EXPRESS ASSURANCE LTD II

402,150,000

4.47

486,949,200

10.37

Total Substantial Shareholdings

2,555,879,700

28.39%

892,543,503

19.01%

Directors' Shareholdings (direct and indirect), excluding directors with substantial interests

Sir Demola Aladekomo

117,758,835

1.31%

69,090,000

1.47%

Mrs Mayowa Olaniyan

26,086,568

0.29%

6,327,114

0.13%

Alhaji Yusufu Modibbo (Tiddo Securiies Limited)

569,320(Direct)

0.01%

0.00%

5,716,092(Indirect)

0.06%

686(Indirect)

0.00%

Dr Mohammed Santuraki

4,505,000

0.05%

3,010,000

0.06%

Mr Mohammed Bashir Yunusa

2,149,700

0.02%

4,640,000

0%

Mrs Chijioke Ugochukwu

247,500

0.00%

119,700

0%

Sir Ayobola Abiola(Fullhouse Capital Partners Ltd)

15,000,000(Indirect)

0.17%

10,000,000(Indirect)

0.21%

Mr Tomiwa Aladekomo

1,410,000

0.01%

940,000

0.02%

Dumebi Obodo

24,218,800

0.27

1,000,000

0.02%

Mr Segun Oloketuyi

15,000,000

0.16%

10,000,000

0.22%

Mrs Olamojiba Bakare

Nil

Nil

Nil

Nil

Total Directors' Shareholdings

212,661,815

2.36%

105,127,692

2.23%

Other Influential Shareholdings

0

0

0

0

CAPITAL EXPRESS SECURITIES LIMITED - BRD

74,944,742

0.83

274,136,242

5.58

SMARTCITY RESORTS PLC

254,650,307

2.83

237,064,633

5.05

BEENAT INTERNATIONAL COMPANY LIMITED

165,370,688

1.84

167,920,688

3.58

CANES INDUSTRIAL AND GENERAL MERC

194,400,000

2.16

129,600,000

2.76

JKK NIGERIA LTD

254,650,307

2.83

120,650,000

2.57

CAPITAL EXPRESS INDEMNITY INSURANCE

269,000,000

2.99

NIL

NIL

Total Other Influential Shareholdings

1,213,016,044

13.48%

929,371,563

19.54%

Free Float in Units and Percentage

5,018,442,441

55.76%

2,769,018,497

58.96%

Free Float in Value

N22,030,962,315.99

N5,981,079,953.52

Declaration:

Chams Holding Company Plc with a free float percentage of 55.76% as at 31 March 2026, is compliant with The

Exchange's free float requirements for companies listed on the Main Board.

Chams Holding Company Plc with a free float value of N22,030,962,315.99 as at 31 March, 2026, is compliant with The

Exchange's free float requirements for companies listed on the Main Board.