Year end - financial statement for 2025

12 months to

3 months to

Dec 2025

Dec 2024

N'000

N'000

40,414,832

12,357,383

(32,056,324)

(10,391,428)

8,358,508

1,965,955

2,423,184

79,852

(2,062,858)

(557,890)

(3,757,361)

(1,085,024)

4,961,473

402,893

(1,871,837)

(220,677)

(1,871,837)

(220,677)

3,089,636

182,216

(202,074)

(134,838)

2,887,562

47,379

2,887,562

47,379

2,887,562

47,379

2,887,562

47,379

245.47

4.03

12 months to

Dec 2024 N'000

28,634,207

(22,592,339)

6,041,868

790,721

(1,524,122)

(3,037,797)

2,270,670

(1,245,200)

(1,245,200)

1,025,470

(216,222)

809,248

809,248

809,248

809,248

69

3 months to

Dec 2025

N'000

Revenue

13,262,818

Cost of sales

(10,792,408)

Gross profit

2,470,410

Other income

2,366,783

Selling and distribution expenses

(648,156)

Administrative expenses

(1,360,290)

Results from operating activities

2,828,747

Finance costs

(466,018)

Net finance costs

(466,018)

Profit before income tax

2,362,729

Income tax expense

(66,314)

Profit for the period

2,296,415

Total comprehensive income

2,296,415

Attributable to:

Owners of the Company

2,296,415

2,296,415

Earnings per share

Basic & Diluted (Kobo)

195.21

Consolidated statements of profit or loss and other comprehensive income

For the year ended 31 December 2025

31/Dec/25

31/Dec/24

N'000

N'000

4,777,998

4,485,883

1,075

1,882

50,000

50,000

1,601,379

1,407,413

6,430,452

5,945,177

2,589,540

1,603,687

908,109

518,717

3,719,568

3,793,851

60,835

85,038

1,242,643

714,632

8,520,695

6,715,925

14,951,148

12,661,102

1,240,580

4,757,756

272,638

254,510

14,221,919

13,174,384

4,731,390

515,000

-

2,362,392

20,466,527

21,064,042

(11,945,832)

(14,348,117)

39,383

39,383

36,097

36,097

75,480

75,480

(5,590,859)

(8,478,421)

588,177

588,177

409,862

409,862

3,174,364

3,174,364

(9,763,262)

(12,650,824)

(5,590,859)

(8,478,421)

(5,590,859)

(8,478,421)

31/Dec/24

N '000

R.T BRISCOE (NIGERIA) PLC

Consolidated statements of cash flows

For the year ended 31 December 2025

31/Dec/25

N '000

Cash flows from operating activities

Profit/ (Loss) for the year

2,887,562

Adjustments for:

Finance income

(33,897)

Adjustment for impairment of trade receivable

Finance expense

772,966

Employee benefit plan charged

(12,843)

Depreciation

86,742

Adjustments on depreciation

Amortisation of Intangible assets

806

Return on planned asset

Profit on sale of PPE

(222)

Income Tax

202,074

3,903,189

Changes in:

Other receivables

(193,966)

Inventories

(985,854)

Inventories under development

(389,392)

Trade and other receivables

74,284

Prepayments / Other Current Assets

24,203

Trade and other payables

(5,879,570)

Cash generated from (used in) operating activities

(3,447,106)

Defined employee benefits paid

-

Tax paid

(183,949)

Net Cash generated from (used in) operating activities

(3,631,055)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

2,074

Investment in RTB Savings & Fund

-

Acquisition of property, plant and equipment

(367,863)

Net cash used in investing activities

(365,789)

Cash flows from financing activities

Interest on loans

(772,966)

Interest income

33,897

Movement in LPO financing facility

4,216,390

Net cash used in financing activities

3,477,321

Net decrease in cash and cash equivalents

(519,523)

Cash and cash equivalents at 1 January

(12,459,753)

Cash and cash equivalents at 30 September

(12,979,276)

(13,941)

6,555

148,556

14,448

74,575

15

823

(9,970)

(522,143)

216,222

724,388

(371,265)

774,033

(291,538)

(1,988,993)

(22,408)

897,262

(278,521)

(3,007)

(107,187)

(388,714)

697,551

(50,000.00)

(96,986)

550,565

(148,556)

13,941

54,867

(79,748)

82,103

(12,541,855)

(12,459,752)

Consolidated statement of changes in equity

For the year ended 31 December 2025

Share

Capital

Share

premium

Revaluation

reserve

Retained Owners of the Controlling

Earnings company Interest Total Equity

N'000

N'000

N'000

N'000 N'000 N'000 N'000

588,177

409,862

3,174,364

(13,420,225) (9,247,822) - (9,247,822)

Profit for the year

-

-

-

809,248

809,248

-

809,248

Prior years adjustment for back-duty taxes

(27,158)

(27,158)

(27,158)

Re-measurement loss on defined benefit plans

(12,687)

(12,687)

(12,687)

Other comprehensive income

-

-

-

-

-

-

-

Total comprehensive income for the period

-

-

-

769,403

769,403

-

769,403

Transactions with owners, recorded directly in

equity

-

-

-

-

-

-

-

Acquisition of NCI without a change in control

-

-

-

-

-

-

-

Balance at 31 December 2024

588,177

409,862

3,174,364

(12,650,822)

(8,478,419)

-

(8,478,419)

Balance at 1 January 2025

588,177

409,862

3,174,364

(12,650,822)

(8,478,419)

-

(8,478,419)

Profit for the period

-

-

-

2,887,562

2,887,562

-

2,887,562

Other comprehensive income for the period

-

-

-

-

-

-

-

Total comprehensive income

-

-

-

2,887,562

2,887,562

-

2,887,562

Balance at 31 December 2025

588,177

409,862

3,174,364

(9,763,260)

(5,590,857)

-

(5,590,859)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1

Reporting entity

R.T. Briscoe (Nigeria) PLC (the 'Company') is domiciled in Nigeria. The Company was incorporated in Nigeria as a limited liability company on 9 March 1957 and became a public limited liability company in 1973. The Company's registered office is at 18, Fatai Atere Way, Matori, Oshodi, Lagos State. This financial statements comprise the Company and its subsidiaries (collectively 'the Group' and individually 'Group companies'). The Group is primarily engaged in the sales and servicing of Toyota and Ford motor vehicles, technical equipment, including forklifts, industrial compressors, mining and drilling equipment and generating sets, facility management, property development and leasing of property.

2

Basis of preparation

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies and Allied Matters Act Cap C20, laws of the federation of Nigeria, 2004 and the Financial Reporting Council (FRC) of Nigeria Act, 2011. They were authorised for issue by the Board of Directors on 30th January 2026.

(b)

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for defined benefit liability measured at the present value of the defined benefit obligation, inventories measured at the lower of cost and net realisable value and property plant and equipment (land and building) measured at fair value as described in note 4 to the financial statements. Financial assets and liabilities are measured initially at fair value/less transaction cost and subsequently measured at amortised cost.

(c)

Functional and presentation currency

These consolidated financial statements have been presented in Nigerian Naira, which is the Company's functional currency. All amounts have been rounded to the nearest thousands, except when otherwise indicated.

(d)

Use of judgments and estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. In preparing these condensed interim financial statements, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation were the same as those that applied to the consolidated financial statements for the year ended 31st December 2024.

3

Significant accounting policies

The accounting policies adopted are consistent with those for the year ended 31 December 2024.

4

Securities Trading Policy

The Board has a Securities Trading Policy which is applicable to all employees, directors, audit committee members and connected employees of auditors, consultants and contractors of the company and its subsidiaries. The terms of the policy are no less exacting than the standard set in the Listing Rules of The

Nigerian Stock Exchange. A copy of the policy is on the company's website.

5

Free Float

The free float of the company is in full compliance with the minimum free float requirements of the Nigerian Stock Exchange for the Main Board. The free float analysis of the issued and paid-up share capital of the company as at December 31, 2025 and January 30, 2026 when the consolidated financial statements for the

twelve months ended 31st December 2025 were approved is as follows:

Ordinary shares

held as at 31 Dec 2025

% held as at 31 Dec 2025

Ordinary shares

held as at 30 Jan 2026

% held as at 30 Jan 2026

Units

437,131,724

37.16

437,131,724

37.16

1,915,273

0.16

1,915,273

0.16

13,255,923

1.13

13,255,923

1.13

724,049,136

61.55

724,049,136

61.55

1,176,352,056

100

1,176,352,056

100

Value (NGN)

1,634,872,648

37.16

3,125,491,827

37.16

7,163,121

0.16

13,694,202

0.16

49,577,152

1.13

94,779,849

1.13

2,707,943,769

61.55

5,176,951,322

61.55

4,399,556,689

100

8,410,917,200

100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6

Financial Risk Management

The group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance.

This interim financial statements do not include all financial risk management information and disclosures required in an annual financial statements; they should be read in conjunction with the company's annual financial statements as at 31 December 2024. There have been no changes in the risk management structure since year end or in any risk management policy.

7

a

Basis of segmentation

The Group has the following strategic divisions, which are its reportable segments. These divisions offer different products and services, and are managed separately because they require different technology and marketing strategies.

The following summary describes the operations of each reportable segment

Reportable segments

Operations

Motor Vehicles

Sale of Toyota Vehicles

Industrial equipment

Sale and marketing of industrial equipment

Aftersales service

Servicing and maintenance of Toyota and Ford vehicles, Industrial and Material Handling Equipment

Property development

Facility Management, Development, sale and leasing of property.

The Group Chief Executive Officer (CEO) reviews the internal management reports of each division at least quarterly.

b

Information about reportable segments

Revenue

An analysis of revenue is as follows:

Motor vehicles and accessories

Industrial equipment

Aftersales services and parts

Property development & facility management

31/12/2025

31/12/2024

N'000

N'000

33,986,529

23,543,387

2,285,588

1,696,523

2,984,509

2,282,362

1,158,206

1,111,935

40,414,832

28,634,207

8

Other income

Rental income

Insurance claims

Gain on disposal of property, plant and equipment

Gains on foreign exchange translations

Sundry other income (Note 8.1)

31/12/2025

N'000

46,328

3,965

222

9,055

2,363,614

2,423,184

31/12/2024

N'000

62,353

33,816

522,143

31,875

140,534

790,721

8.1

Sundry other income is majorly attributable to accumulated loan interest waiver realized

from AMCON (Polaris Bank)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9

Finance costs

Interest on bank overdrafts / loans

Interest on LPO finance facilities

Interest on bank deposits & commercial paper

31/12/2025

31/12/2024

N'000

N'000

1,132,768

1,110,585

772,966

148,556

(33,897)

(13,940)

1,871,837

1,245,200

10

Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, short term investments with an original maturity of three months or less, net of outstanding bank overdrafts and short term loans. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the

related items in the statement of financial position as follows:

Cash in hand

Bank balances

31/12/2025

31/12/2024

N'000

N'000

5,529

12,345

1,237,114

702,287

1,242,643

714,632

(14,221,919)

(13,174,384)

(12,979,276)

(12,459,752)

11

Trade and other receivables

Trade receivables

Staff loans and advance

Due from related party

Other receivables

Allowance for Impairments

31/12/2025

31/12/2024

N'000

N'000

2,155,784

3,050,952

28,960

5,575

85,569

(1)

4,033,136

3,628,565

(982,502)

(1,483,827)

5,320,947

5,201,264

12

Trade and other payables

31/12/2025

N'000

1,123,183

31/12/2024

N'000

1,723,662

336,504

102,735

(1,754,675)

384,299

10,647

12,503

12,411

11,759

1,512,510

2,522,798

117,397

3,034,094

1,240,580

4,757,756

Other payables:

Payable on facility management

Due to related parties

Dividend payable

Pension payable

Accruals and Other Payables

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13

Bank Overdrafts

31/12/2025

N'000

31/12/2024

N'000

Unsecured - at amortised cost

Bank overdrafts

Commercial papers

14

Borrowings

LPO finance facility

Letter of Credits

31/12/2025

N'000

4,731,390

-

4,731,390

31/12/2024

N'000

515,000

-

515,000