Quarter 3 - financial statement for 2025

CHAMS HOLDCO PLC

UNAUDITED CONSOLIDATED AND SEPERATE FINANCIAL

STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2025

Notes

Group Account Unaudited 3months ended

30th September 2025

Group Account Unaudited 3months ended 30th September 2024

Group Account Unaudited 9months ended 30th September 2025

Group Account Unaudited 9months ended 30th September 2024

Company Unaudited 3months ended 30th September 2025

Company Unaudited 3months ended 30th September 2024

Company Unaudited 9months ended 30th September 2025

Company Unaudited 9months ended 30th September 2024

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

Revenue

1

3,567,286

4,806,583

13,448,802

13,124,157

Cost of Sales

2

(2,532,332)

(3,989,467)

(10,453,928)

(9,635,755)

Gross Profit

1,034,954

817,116

2,994,874

3,488,402

Other operating Income

3

12,933

160,883

22,821

372,184

134,896

857,650

281,514

Administrative Expenses

4

(710,283)

(513,650)

(1,882,930)

(1,859,134)

(229,551)

(68,920)

(448,536)

(398,784)

Operating Profit/( Loss)

324,672

316,399

1,272,827

1,652,089

142,633

65,976

409,114

(117,270)

Finance expense

5a

(199,929)

(109,405)

(636,579)

(178,579)

(124,695)

(82,085)

(390,576)

(147,913)

Finance Income

5b

2

12,532

18,111

33,647

-

-

(Loss)/Profit before Taxation

124,745

219,526

654,359

1,507,157

17,938

(16,109)

18,538

(265,183)

Taxation expense (Provision)

(42,998)

(44,617)

(153,654)

(430,906)

(2,029)

(50,385)

(2,225)

(50,385)

Profit/(Loss) after Taxation

81,746

174,909

500,705

1,076,251

15,909

(66,494)

16,313

(315,568)

Profit/ (Loss)attributable to :

Owners of the parent

430,540

897,003

15,909

(66,494)

16,313

(315,568)

Non-Controlling interests

70,165

179,249

Basic (Loss) / earnings per share (kobo)

9.17

19.10

0.34

(1.42)

0.03

(6.72)

Diluted (Loss)/ earnings per share (Kobo)

9.17

19.10

0.34

(1.42)

0.03

(6.72)

CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION

AT 30 SEPTEMBER 2025

Group

Company

Notes

SEPTEMBER

Audited

SEPTEMBER

Audited

2025

2024

2025

2024

N'000

N'000

N'000

N'000

Assets

Non-current assets

Right-of-use assets

1,625

6,500

-

-

Property, plant and equipment 10

3,102,390

2,932,023

1,617,653

1,619,438

Intangible assets 11

7,436,088

7,365,871

-

-

Investment in subsidiaries

4,214,991

4,214,991

Investment in associates

75,000

75,000

75,000

75,000

Investment securities at fair value through

other comprehensive income

119,780

100,000

100,000

100,000

Other Non current assets

1,000,000

1,325,000

-

-

Total non-current assets

11,734,883

11,804,394

6,007,644

6,009,429

Current assets

Inventories 6

562,207

886,405

-

Trade Receivables 7

7,130,170

6,129,262

1,834,842

1,476,932

Other Receivables and prepayment 7

881,782

Cash and cash equivalents 9

353,795

1,571,881

7,528

40,153

Total current assets

8,927,955

8,587,548

1,842,371

1,517,085

Total assets

20,662,838

20,391,942

7,850,015

7,526,514

-

-

-

-

-

Liabilities

Non-current liabilities

Deferred tax liabilities

123,582

123,582

16,457

16,457

Deposit for Shares

347,533

Long term loan 8

2,796,047

2,458,484

1,987,622

1,648,901

Total non-current liabilities

3,267,161

2,582,066

2,004,079

1,665,358

Current liabilities

Trade and other payables 8

6,045,088

6,274,829

1,498,736

1,740,496

Current tax liabilities

529,393

654,525

131,260

129,329

Current portion of deferred income

48,711

608,969

-

-

Current portion of long term loan

208,295

278,229

208,295

Total current liabilities

6,831,487

7,816,552

1,838,292

1,869,825

Total liabilities

10,098,648

10,398,618

3,842,371

3,535,183

Equity

Ordinary shares

2,348,030

2,348,030

2,348,030

2,348,030

Share premium

35,008

35,008

35,008

35,008

Loss sustained 12

(1,288,272)

(1,788,977)

161,242

144,929

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

-

-

5,995,751

5,495,046

4,007,644

3,991,331

Non-controlling interest 13

4,568,439

4,498,278

-

-

Total equity

10,564,190

9,993,324

4,007,644

3,991,331

Total liabilities and equity

20,662,838

20,391,942

7,850,015

7,526,514

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

(1,788,977)

5,495,046

4,498,274

9,993,320

Statement of profit or loss

500,705

500,705

70,165

430,540

Other comprehensive income

-

-

Balance at 30 September 2025

2,348,030

35,008

4,755,307

145,522

156

(1,288,272)

5,995,751

4,568,439

10,564,190

-

Balance at 30 September, 2025

2,348,030

35,008

4,755,307

145,522

156

(1,288,272)

5,995,751

4,568,439

10,564,190

Group

Share capital

Share premium

Revaluation reserves

Capital reserves

Fair

value reserves

Retained earnings

Total

Non-

controlling interests

Group

Balance at 1 January 2024

2,348,030

35,008

4,755,307

145,522

(2,197,974)

5,085,893

4,581,456

9,667,349

Statement of profit or loss

484,883

484,883

158,680

643,563

Other comprehensive income

-

-

Other movement in reserve

Share of Profit of Subsidiaries

897,003

897,003

179,249

1,076,252

Balance at 30 September 2024

2,348,030

35,008

4,755,307

145,522

-

(816,088)

6,467,779

4,919,385

11,387,164

CHAMS HOLDCO Plc

UNAUDITED STATEMENT CONSOLIDATED AND SEPARATE OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2025

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

2,348,030

35,008

1,463,364

144929

3,991,331

Profit /(Loss) for the Period

-

16,313

16,313

Other Comprehensive Income

-

-

-

Total Comprehensive Loss

-

-

-

16,313

16,313

Transactions with owners recorded

-

Balance as at 30 September , 2025

2,348,030

35,008

1,479,677

144,929

4,007,644

COMPANY

UNAUDITED STATEMENT CONSOLIDATED AND SEPARATE OF CHANGES IN EQUITY FOR THE PERIOD ENDED SEPTEMBER 30, 2024

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 2024

2,348,030

35,008

1,463,364

-84787

3,761,615

Changes in equity for the year:

55,955

55,955

Statement of Profit or Loss

(315,568)

(315,568)

Balance as at 30 September,

2024

2,348,030

35,008

1,463,364

-

(344,400)

3,502,002

Group

Company

Unaudited Sept, 2025

Unaudited DEC, 2024

Unaudited Sept, 2025

Unaudited DEC, 2024

N'000

N'000

N'000

N'000

Cash flows from operating activities

Profit/(loss) after tax

500,705

391,055

16,313

229,716

Adjustment for:

Depreciation of property, plant and equipment

130,803

144,446

10,103

12,193

Depreciation of right-of-use-assets

4875

3,300

-

Amortisation of intangible assets

9,015

-

Transfer from Argone to Access

(58,510)

Impairment charge/(write back) on trade and other

receivables

732,273

90,423

Write off trade and other receivables

(79,253)

337,359

(66,206)

Other movement in trade and other receivables

(43,895)

(357,910)

-

Profit on disposal of property, plant and equipment

(4,450)

(3,730)

Interest income

(18,111)

(48,489)

-

-

Finance cost

636,579

363,444

390,576

250,987

Tax expense

68,825

465,679

600

(125,236)

1,323,675

1,874,616

397,041

388,147

Changes in operating assets and liabilities

Decrease/(increase) in Inventories

327,124

1,891,644

-

Increase in trade and other receivables

(1,882,690)

(2,347,375)

(829,791)

Increase in deferred income

(169,130)

534,233

-

(decrease)/Increase in trade and other payables

117,792

(1,125,778)

(33,464)

(38,181)

Tax paid

(30,089)

(197,588)

119.85

(9,282)

Net cash (used in)/from operating activities

(313,319)

629,751

363,697

(489,107)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

-

4,450

-

3,730

Purchase of property, plant and equipment

(16,304)

(752,513)

(5,746)

(5,759)

Acquisition of intangible assets

-

(27,114)

-

-

Sales of investment in subsidiaries

-

-

-

-

Investment in Joint Ventures

-

17,375

-

-

Purchase of land

51,670

(1,325,000)

-

-

Interest income

48,489

-

-

Net cash (used in)/from investing activities

35,366

(2,034,313)

(5,746)

(2,029)

Cash flows from financing activities

Proceeds from loans and borrowings

1,798,265

500,000

Repayment of loans and borrowings

(25,435)

(649,133)

44,569

Lease liabilities

-

-

Finance cost

(636,579)

(363,444)

(390,576)

Net cash from/(used in) financing activities

(662,014)

785,688

(390,576)

544,569

Decrease/(increase) in cash and cash equivalents

(939,967)

(618,874)

(32,625)

53,433

Cash and cash equivalents at the beginning of the year

1,293,762

1,912,636

40,153

(13,280)

Cash and cash equivalents at the end of the year

353,795

1,293,762

7,528

40,153

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 Nine months ended September 30, 2025 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 2024, 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 30 September, 2025

Sep-25

N,000

1 Chams core

8,021,200

E- voting

29,696

BVN sales and maintenance

5,394

Data card products supply of cards

3,093,375

Identity cards

96,427

Virtual Airtime Fee

32,013

Cyber Security, Infrastructure and others

893,998

Access control

43,398

Pension Central

10,699

Kegow

11,063

Phone, computer and accessories

1,211,539

13,448,802

2

Costs of sales

Chams core

6,710,779

E- voting

8,574

BVN sales and maintenance

4,336

Data card products supply of cards

2,162,361

Identity cards

78,325

Virtual Airtime Fee

18,421

Cyber Security, Infrastructure and others

533,956

Access control

20,059

Pension Central

3,737

Phone, computer and accessories

904,235

Kegow

9,145

Total costs of sales

10,453,928

3

Other Income

Chams Holdco

Card Centre

Chams Access

Chams Switch

Eliminated on consolidation

857,650

2177

158,420

136

(857,500)

160,883

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 30 September, 2025

4

Admin Expenses

Payroll Cost

A

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Sep-25

N,000

249,105

242,003

334,740

137,804

95,115

1,058,766

B

Marketing Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

17,792

20,692

41,724

2,433

3,180

85,821

C

Admin Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Shared Cost

171,537

367,866

508,473

233,897

178,392

- 857,500

602,665

D

Depreciation and Amortisation

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

10,103

77,841

33,825

9,570

4,340

135,678

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 30 September, 2025

Sep-25

N,000

5a

Interest Expense

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

390,576

211,812

34,190

-

5b

Interest Income

Chams Mobile

Card Centre

1

18,110

18,111

6

Inventory

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

171,766

381,170

9,271

7

Receivables

Opening Balance

Changes during the period

Closing balance

6,129,262

1,882,690

8,011,952

8

Payables

Opening balance

Change during the period

Closing Balance

6,274,829

- 229,741

6,045,088

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 30 September, 2025

Sep-25

N,000

9

Cash and Bank

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

7,528

62,245

33,664

217,905

32,345

353,686

10

PPE and Other Non current Assets

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

1,617,653

1,399,061

60,063

18,342

1,008,896

4,104,015

11

Intangibles

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

53,023

1,784

4,410,408

2,970,873

7,436,088

12

Retains earnings

Opening Balance

Share of profit of subsidiairies

Amount reported in Statement of financial position

(1,788,977)

500,705

(1,288,272)

13

Non controlling interest

Opening balance

Prior period adjustment

Share of profits of subsidiaries

Amount reported in Statement of financial position

70,165

4,568,439

Shareholding Structure and Free Float Status

Company Name:

CHAMS HOLDING PLC

Board Listed:

Main Board

Period End

September

Reporting Period:

Ended September 30th, 2025

Share Price at end of reporting period:

N3.50 (2024: N2.14)

Description

30-Sep-25

30-Sep-24

Unit

Percentage

Unit

Percentage

Issued Share Capital

4,696,060,000

100%

4,696,060,000

100%

Substantial Shareholdings (4% and above)

Smartcity Resorts Plc

237,064,633

5.05

283,064,633

6.03

Suleiman Abubakar Abdullahi

Nil

Nil

320,000,000

6.81

Capital Express Securities Limited - BRD

Nil

Nil

679,440,809

14.47

Black Rising Ltd

500,000,000

10.65

27.31%

Total Substantial Shareholdings

737,064,633

15.70%

1,282,505,442

27.31%

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

Sir Demola Aladekomo

75,958,828

1.62%

75,958,828

1.62%

Mrs Mayowa Olaniyan

6,327,114

0.13%

6,327,114

0.13%

Alhaji Yusufu Modibbo (Tiddo Securiies Limited)

1,092(Direct) 10,000(Indirect)

0.00%

621,218(direct) 596,686(Indirect)

0.03%

Dr Mohammed Santuraki

3,010,000

0.06%

3,000,000

0.06%

Mr Mohammed Bashir Yunusa

0

0.00%

4,640,000

0.10%

Mrs Chijioke Ugochukwu

119,700

0.00%

Nil

0%

Sir Ayobola Abiola(Fullhouse Capital Partners Ltd)

10,000,000

0.21%

10,000,000

0.21%

Mr Tomiwa Aladekomo

940,000

0.02%

940,000

0.02%

Dumebi Obodo

1,000,000

0.02%

1,000,000

0.02%

Mr Segun Oloketuyi

10,000,000

0.21%

10,000,000

0.21%

Mrs Olamojiba Bakare

Nil

Nil

Nil

Nil

Total Directors' Shareholdings

107,366,734

2.30%

113,083,846

2.40%

Other Influential Shareholdings

Total Other Influential Shareholdings

0

0.00%

0

0.00%

Free Float in Units and Percentage

3,851,628,633

82.01%

3,300,470,712

70.28%

Free Float in Value

N13,480,700,215.50

N7,063,007,323.68

Declaration:

Chams Holding Company Plc with a free float percentage of 82.01% as at 30 September 2025, 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 N13,480,700,215.50 as at 30 September, 2025, is compliant with The

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