Year end - financial statement for 2025

CHAMS HOLDCO PLC

UNAUDITED CONSOLIDATED AND SEPERATE FINANCIAL

STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025

Notes

Group Account Unaudited 3months ended

31st December 2025

Group Account Unaudited 3months ended 31st December 2024

Group Account Unaudited 12months ended 31st December 2025

Group Account Audited 12months ended

31st December 2024

Company Unaudited 3months ended 31st December 2025

Company Unaudited 3months ended 31st December 2024

Company Unaudited 12months ended 31st December 2025

Company Audited 12months ended 31st December 2024

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

N' 000

Revenue

1

4,048,589

1,386,850

17,497,391

14,841,373

Cost of Sales

2

(3,254,898)

(500,715)

(13,708,826)

(10,483,486)

Gross Profit

793,691

886,135

3,788,565

4,357,887

Other operating Income

3

2,348

345,029

163,231

23,961

128,060

61,280

985,710

919,630

Administrative Expenses

4

(693,913)

(989,774)

(2,576,843)

(3,210,159)

(155,681)

298,788

(604,217)

(564,163)

Operating Profit/( Loss)

102,126

241,390

1,374,953

1,171,689

- 27,621

360,068

381,493

355,467

Finance expense

5a

(261,538)

(61,229)

(898,117)

(363,444)

(192,521)

(131,507)

(583,097)

(250,987)

Finance Income

5b

309,857

14,460

327,968

48,489

309,857

147,913

309,857

(Loss)/Profit before Taxation

150,445

194,621

804,804

856,734

89,715

376,474

108,253

104,480

Taxation expense (Provision)

(45,575)

26,418

(199,229)

(465,679)

(10,765)

30,352

(12,990)

125,236

Profit/(Loss) after Taxation

104,870

221,039

605,575

391,055

78,949

406,826

95,262

229,716

Profit/ (Loss)attributable to :

Owners of the parent

565,207

408,997

78,949

406,826

95,262

229,716

Non-Controlling interests

40,368

(17,943)

Basic (Loss) / earnings per share (kobo)

10.41

8.71

1.45

8.66

1.76

4.89

Diluted (Loss)/ earnings per share (Kobo)

10.41

8.71

1.45

8.66

1.76

4.89

CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2025

Group

Company

Notes

DECEMBER

AUDITED

DECEMBER

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

3,505,165

2,932,023

1,617,068

1,619,438

Intangible assets 11

7,442,816

7,365,871

-

-

Investment in subsidiaries

5,321,661

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

12,144,386

11,804,394

7,113,729

6,009,429

Current assets

Inventories 6

913,281

886,405

-

Trade Receivables 7

7,327,220

6,129,262

3,132,858

1,476,932

Other Receivables and prepayment 7

2,115,795

Cash and cash equivalents 9

6,010,423

1,571,881

4,687,228

40,153

Total current assets

16,366,719

8,587,548

7,820,086

1,517,085

Total assets

28,511,105

20,391,942

14,933,815

7,526,514

-

-

-

-

-

Liabilities

Non-current liabilities

Deferred tax liabilities

123,582

123,582

16,457

16,457

Deposit for Shares

398,004

Long term loan

1,062,840

2,458,484

433,310

1,648,901

Total non-current liabilities

1,584,425

2,582,066

449,767

1,665,358

Current liabilities

Trade and other payables 8

7,035,983

6,274,829

1,778,498

1,740,496

Current tax liabilities

781,418

654,525

108,503

129,329

Current portion of deferred income

608,969

-

-

Current portion of long term loan

1,012,608

278,229

1,012,608

Total current liabilities

8,830,009

7,816,552

2,899,609

1,869,825

Total liabilities

10,414,434

10,398,618

3,349,376

3,535,183

Equity

Ordinary shares

4,500,000

2,348,030

4,500,000

2,348,030

Share premium

5,380,810

35,008

5,380,810

35,008

Loss sustained 12

(1,183,402)

(1,788,977)

240,266

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

-

-

13,598,393

5,495,046

11,584,439

3,991,331

Non-controlling interest 13

4,498,278

4,498,278

-

-

Total equity

18,096,671

9,993,324

11,584,439

3,991,331

Total liabilities and equity

28,511,105

20,391,942

14,933,815

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

4,498,278

9,993,324

Statement of profit or loss

605,575

605,575

605,575

Other comprehensive income

-

-

Additional Capital

2,151,970

5,345,802

7,497,772

Balance at 31 December 2025

4,500,000

5,380,810

4,755,307

145,522

156

(1,183,402)

13,598,393

4,498,278

18,096,671

-

Balance at 31 December, 2025

4,500,000

5,380,810

4,755,307

145,522

156

(1,183,402)

13,598,393

4,498,278

18,096,671

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

408,997

408,997

(83,178)

325,819

Other comprehensive income

-

-

Other movement in reserve

Share of Profit of Subsidiaries

156

156

156

Balance at 31 DECEMBER 2024

2,348,030

35,008

4,755,307

145,522

156

(1,788,977)

5,495,046

4,498,278

9,993,324

CHAMS HOLDCO Plc

UNAUDITED 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

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

-

95,262

95,262

Other Comprehensive Income

-

-

0

Additional Capital

2,151,970

5,345,802

7,497,772

Total Comprehensive Loss

-

-

-

0

Transactions with owners recorded

-

74

74

Balance as at 31 December , 2025

4,500,000

5,380,810

1,558,700

144,929

11,584,439

COMPANY

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

-

Statement of Profit or Loss

229,716

229,716

Balance as at 31 December, 2024

2,348,030

35,008

1,463,364

-

144,929

3,991,331

Group

Company

Unaudited DEC, 2025

Audited DEC, 2024

Unaudited DEC, 2025

Audited DEC, 2024

N'000

N'000

N'000

N'000

Cash flows from operating activities

Profit/(loss) after tax

605,575

391,055

95,262

229,716

Adjustment for:

Depreciation of property, plant and equipment

162,324

144,446

13,638

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)

(66,206)

Other movement in trade and other receivables

(43,895)

(348,336)

-

Profit on disposal of property, plant and equipment

(4,450)

(3,730)

Interest income

(327,968)

(48,489)

(309,857)

-

Finance cost

898,117

363,444

583,097

250,987

Tax expense

199,229

465,679

(12,990)

(125,236)

1,542,152

1,874,616

20,814

388,147

Changes in operating assets and liabilities

Decrease/(increase) in Inventories

(26,876)

1,891,644

-

Increase in trade and other receivables

(3,313,753)

(2,347,375)

(1,755,926)

(829,791)

Increase in deferred income

398,004

534,233

-

(decrease)/Increase in trade and other payables

761,154

(1,125,778)

38,002

(38,181)

Tax paid

(126,893)

(197,588)

120

(9,282)

Net cash (used in)/from operating activities

(766,212)

629,751

(1,696,990)

(489,107)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

710

4,450

710.00

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

327,968

48,489

309,857

-

Net cash (used in)/from investing activities

364,044

(2,034,313)

304,821

(2,029)

Cash flows from financing activities

Proceeds from loans and borrowings

1,798,265

500,000

Proceeds from issues of Shares

7,649,203

7,649,203

Repayment of loans and borrowings

(1,632,256)

(649,133)

(1,026,861)

44,569

Lease liabilities

-

-

Finance cost

(898,117)

(363,444)

(583,097)

Net cash from/(used in) financing activities

5,118,830

785,688

6,039,244

544,569

Decrease/(increase) in cash and cash equivalents

4,716,662

(618,874)

4,647,075

53,433

Cash and cash equivalents at the beginning of the year

1,293,761

1,912,636

40,153

(13,280)

Cash and cash equivalents at the end of the year

6,010,423

1,293,761

4,687,228

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 Twelve months ended December 31, 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 31 December, 2025

Dec-25

N,000

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

10,653,650

E- voting

41,650

BVN sales and maintenance

12,048

Data card products supply of cards

5,900,382

Virtual Airtime Fee

46,274

Cyber Security, Infrastructure and others

772,078

Access control

44,148

Pension Central

14,165

Kegow

12,996

17,497,391

2

Costs of sales

Biometrics Related,Counting, Phone, Computer & Sorting Machines

9,031,928

E- voting

15,628

BVN sales and maintenance

7,912

Data card products supply of cards

4,276,458

Virtual Airtime Fee

27,198

Cyber Security, Infrastructure and others

313,202

Access control

20,828

Pension Central

8,601

Kegow

7,069

Total costs of sales

13,708,826

3

Other Income

Chams Holdco

Card Centre

Chams Access

Chams Switch

Eliminated on consolidation

985,710

3,560

158,826

136

(985,000)

163,231

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 December, 2025

4

Admin Expenses

Payroll Cost

A

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Dec-25

N,000

334,492

365,654

449,173

227,204

141,051

1,517,573

B

Marketing Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

16,518

37,397

102,475

2,433

5,605

164,428

C

Admin Expenses

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

Shared Cost

239,569

508,977

450,675

286,381

227,041

- 985,000

727,643

D

Depreciation and Amortisation

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

13,638

103,605

31,764

12,703

5,489

167,199

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 December, 2025

Dec-25

N,000

5a

Interest Expense

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

583,097

280,829

34,190

-

5b

Interest Income

Chams Holdco

Chams Mobile

Card Centre

309,857

1

18,110

327,968

6

Inventory

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

386,012

482,017

45,252

7

Receivables

Opening Balance

Changes during the period

Closing balance

6,129,262

3,313,753

9,443,015

8

Payables

Opening balance

Change during the period

Closing Balance

6,274,829

761,154

7,035,983

CHAMS HOLDCO PLC

Notes to Unaudited Consolidated and Separate Financial Statement for

the period ended 31 December, 2025

Dec-25

N,000

9

Cash and Bank

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

4,687,228

24,581

286,143

319,180

693,291

6,010,423

10

PPE and Other Non current Assets

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

1,617,068

1,803,383

58,847

18,642

1,008,850

4,506,790

11

Intangibles

Chams Holdco

Card Centre

Chams Access

Chams Switch

Chams Mobile

58,929

1,784

4,411,230

2,970,873

7,442,816

12

Retains earnings

Opening Balance

Share of profit of subsidiairies

Amount reported in Statement of financial position

(1,788,977)

605,575

(1,183,402)

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

Dec-31

Reporting Period:

Ended December 31st, 2025

Share Price at end of reporting period:

N3.90(2024: N1.99)

Description

31-Dec-25

31-Dec-24

Unit

Percentage

Unit

Percentage

Issued Share Capital

9,000,000,000

100%

4,696,060,000

100%

Substantial Shareholdings (4% and above)

SMARTCITY RESORTS PLC

272,064,633

5.79

BLACK RISING LTD

700,000,000

7.78

400,000,000

8.52

CAPITAL EXPRESS SECURITIES LIMITED - BRD

486,949,200

10.37

CROPS NIGERIA LIMITED

1,955,910,000

21.73

Total Substantial Shareholdings

2,655,910,000

29.51%

1,159,013,833

24.68%

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

Sir Demola Aladekomo

106,758,835

1.19%

69,090,000

1.47%

Mrs Mayowa Olaniyan

26,086,568

0.29%

6,327,114

0.13%

Alhaji Yusufu Modibbo (Tiddo Securiies Limited)

651,228(Direct)

0.00%

621,218(direct)

0.01%

25,954,113(Indirect)

0.29%

596,686(Indirect)

0.01%

Dr Mohammed Santuraki

4,515,000

0.05%

3,010,000

0.06%

Mr Mohammed Bashir Yunusa

8,649,700

0.10%

4,640,000

0%

Mrs Chijioke Ugochukwu

242,962

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

0.21%

Mrs Olamojiba Bakare

Nil

Nil

Nil

Nil

Total Directors' Shareholdings

228,487,206

2.54%

106,344,718

2.26%

Other Influential Shareholdings

0

0

0

0

CAPITAL EXPRESS SECURITIES LIMITED - BRD

75,099,742.00

0.83%

NIL

NIL

SMARTCITY RESORTS PLC

254,650,307.00

2.83%

NIL

NIL

CREDITVILLE NIGERIA LIMITED

304,287,104.00

3.38%

NIL

NIL

Total Other Influential Shareholdings

634,037,153.00

7.04%

0

0.00%

Free Float in Units and Percentage

5,481,565,641

60.91%

3,430,701,449

73.05%

Free Float in Value

N21,378,105,999

N6,827,095,883.51

Declaration:

Chams Holding Company Plc with a free float percentage of 60.91% as at 31 December 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 N21,378,105,999 as at 31 December, 2025, is compliant with The

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