Royal Exchange PlcNSENG: ROYALEX

Quarter 1 - financial statement for 2026

Apr 30, 2026 at 11:51 AM UTC · Issued by Royal Exchange Plc

Royal Exchange PLC Consolidated and Separate Financial Statements for the year ended 31 March 2026 Together with Directors' and Independent Auditor's Reports

Royal Exchange Plc (RC:6752)

Consolidated and Seperate Financial Statements For the year ended 31st March 2026

Together with Directors' & Independent Auditor's Report

Contents

Page

Corporate Information 2

Share Dealing Policy Report 3

Free Float Report 7

Results at a Glance 8

Chairman's Statement 9

Sustainability Report 11

Report on Corporate Governance 12

Risk Management Statement 18

Directors' Report 21

Management Report on ICFR 24

Certification by Mangaing Director 25

Certification by Chief Financial Officer 26

Management Report on Certification of Financial Statements 27

Report of Audit Committee 28

Independent Limited Assurance Report 29

Independent Auditor's report 31

Consolidated and Separate Statements of Financial Position 34

Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income 35

Consolidated and Separate Statement of Changes in Equity 36

Consolidated and Separate Statements of Cashflows 38

Notes to the Consolidated and Separate financial statements 39

Other National Disclosures:

Consolidated and Separate Value added statement 89

Consolidated and Separate Five Year Financial summary 90

Corporate Information

Company Registration Number RC 6752

Tax Identification Number 00067990-0001

Legal Entity Royal Exchange Plc

Country of Incorporation Nigeria

Company FRCN Number FRC/2013/00000000559

Directors Mr. Odogwu Kenneth Ezenwani (Former Chairman, Resigned 22nd January 2026)

Mr. Ikeme Osakwe (Chairman, Non-Executive Director, Appointed 9th October 2025)

Mr. Hewett Benson (Chief Executive Officer, Resigned 15th August 2025)

Mrs. Idu Okeahialam (Chief Executive Officer, Appointed 31st July 2025)

Alhaji Rufai Ahmed (Non-Executive Director, Resigned 31st July 2025)

Mr. Adeyinka Ojora (No-Executive Director, Resigned 10th October 2025) Chief Anthony Ikemefuna Idigbe (SAN) (Non-Executive Direrctor)

Senator Sanusi M. Daggash (Non-Executive Director, Appointed 9th October 2025) Mr. Ezekiel Onilude (Non-Executive Director)

Ms. Pamela Yough (Non-Executive Director, Appointed 9th October 2025) Mr. Afolabi Caxton-Martins (Non-Executive Director, Appointed 9th October 2025)

Group Company Secretary OOT Nominees Limited

Plot 45 Oyibo Adjarho Street Off Ayinde Akinmade Street

Off Admiralty Way, Lekki Phase 1 Lagos

Registered Office 3B Sir Samuel Manuwa Street Victoria Island

Lagos

Tax Consultant Eni Professional Services 5 Ilupeju By-Pass, Ilupeju Lagos

Independent Auditor Kreston Pedabo Audit Services FRC/2022/COY/861283

67 Norman Williams Street Ikoyi, Lagos

Nigeria

Signing Partner: Ajibade Taofeek Fashina https://www.krestonpedabo.com

Bankers: Ecobank Plc

FCMB Plc

Fidelity Bank Plc

FSDH Merchant Bank Limited Heritage Bank Limited Keystone Bank Limited

Royal Exchange Microfinance Bank Limited

Stanbic IBTC Bank Plc United Bank for Africa Plc Wema Bank Plc

Registrars Cardinal Stone Registrars Limited, 358, Herbert Macauley Street, Yaba, Lagos

Purpose
To outline Royal Exchange Plc's ("RE") share dealing policy which is applicable to all of its employees, Directors, officers, contractors, agents, auditors or audit committee members, consultants and shareholders holding 5% or more of any class of RE's securities (together "Applicable Persons").
As RE's shares are listed on the Nigerian Stock Exchange, RE is obliged to comply with the rules of the Nigerian Stock Exchange, the Investments and Securities Act as well as Securities and Exchange Commission ("SEC") Rules and Regulations 2013 ("SEC Rules"), SEC Code of Corporate Governance for Public Companies 2013, the Companies and Allied Matters Act 2020 ("CAMA"), The Financial Reporting Council of Nigeria Act ("FRCN") (together the "Relevant Securities Laws").
The Relevant Nigerian Securities Laws imposes restrictions on dealings in the securities of a listed Company (which would include shares) to ensure that employees and certain other persons do not abuse and do not place themselves under suspicion of abusing price sensitive information that they may have or be perceived to have.
Care must therefore be taken in the timing of any 'Dealing' in RE's shares.
The policy
It is expressly prohibited for any Applicable Person or Connected Person to Deal in RE's shares when:
1. they have Inside Information
2. they are notified by RE that trading is prohibited for a fixed period or until further notice.
  Employee Insiders (as defined below) may not Deal in RE's shares without obtaining clearance to Deal in
  advance in accordance with paragraph 6 (Clearance to Deal).
  A breach of this Policy constitutes a serious employee disciplinary offence, which could result in dismissal and may also expose Applicable Persons or Connected Persons to criminal and/or civil sanctions.
  For the avoidance of doubt this Policy is a supplement to and not a substitute for any of the Relevant Securities Law.
Definitions applicable to this policy
The following definitions are referred to within this Policy:
"Connected Persons" include:
1. the spouse or civil partner;
2. any children (including step-children) under 18 years of age;
3. a nominee, including an investment manager managing funds on their behalf;
4. a trust of which they, any member of their family, or any family controlled Company, are the trustee or beneficiary;
5. a person in partnership with them or any of their connected persons mentioned in (a) to (c) above (acting in his or her capacity as such); or
6. a Company which they or their family control.

'Deal' or 'Dealing' includes:

any acquisition or disposal of, or agreement to acquire or dispose of the shares of the Company;
entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the shares of the Company;
the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any of the shares of the Company;
entering into, or terminating, assigning or novating any stock lending agreement in respect of the shares of the Company;
using as security, or otherwise granting a charge, lien or other encumbrance over the shares of the Company;
1. Definitions applicable to this policy (continued)
any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the shares of the Company or;
exercising any other right or fulfilling any obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the Company.

"Inside Information" is information of a nature which:

is not generally available to the general market and;
would, if generally available, be likely to have a significant effect on the price of RE's shares.

"Employee Insiders"are Applicable Persons who are considered to have access to Inside Information on a regular or occasional basis and would automatically include:

all Directors of RE;
all Directors and managers of RE subsidiaries;
all senior executives of RE;
all senior executives of all RE subsidiaries;
certain members of the finance division;
certain members of the corporate affairs division;
certain members of the legal department division;
certain members of the information technology department;
certain personal assistants executive assistants/administrative assistants to the above roles and;
any other person designated as an Employee Insider by any Director or officer of RE from time to time.
Acting as trustee: where a person to whom this policy applies acts as a trustee of a trust this policy may also apply to dealings undertaken by that trust. Persons to whom this is relevant should seek further information from the Group Head of Legal.

If you are in any doubt regarding whether you are classified as an Employee Insider, you must check with the Group Head of Legal. The Legal department maintains a register of all Employee Insiders.

"Prohibited Period" is any Close Period or any period when there exists any matter which constitutes Inside Information in relation to RE.

Share dealing restrictions on all employee insiders
As an Applicable Person, you must not Deal in RE shares if you are in possession of Inside Information or if you are notified by RE that trading is prohibited for a fixed period or until further notice. If you are in any doubt as to whether information you possess is Inside Information you should contact the Group Head of Legal before you Deal.
Your obligation not to Deal while in possession of Inside Information also applies to Dealing in shares of another Company if such Inside Information would possibly have a significant effect on the price of the shares of that other Company. For example, if RE was in negotiations to acquire another listed Company or be sold to another listed Company, share trading in both companies would be prohibited during the period of such negotiations.
If you are in possession of Inside Information, the prohibition on Dealing also applies to people connected
to your 'Connected Persons' (see the above definition).
This Policy applies to all securities you now own, or may in the future acquire, whether you or any Connected Person hold such securities directly or indirectly.

Share dealing restrictions on all employee insiders

All Employee Insiders (or any Connected Persons) must not Deal in any securities of RE without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).

Share dealing restrictions on all employee insiders (continued)
This restriction is designed in particular to protect Directors and senior executives who do not have access to Inside Information which may be known to the other members of the Board or who may be unable correctly to assess the significance of the information. The object is to prevent embarrassment to the person concerned, the Board and RE as a whole.
The Group Head of Legal will be able to provide you with a form for you to complete your request for authorisation to Deal.
Clearance to deal
An Employee Insider who wishes to Deal in any securities of RE must first notify the Director designated by the Board for this purpose and must not Deal without first receiving clearance from him. This is in addition to the requirement that Directors and other insiders must notify SEC not later than 48 hours of sale and purchase of their shares under the SEC Rules. Provided that such notification does not relieve the Employee Insider of the obligation to comply with the provisions of any law or rules relating to insider trading. 6.2 If the Chairman, Chief Executive Officer, Managing Director or the Director designated by the Board for the purposes of paragraph 6.1, wishes to Deal in any securities of RE he must first notify the Board and must not Deal without first receiving clearance from the Board in a Board meeting.
A response to a request for clearance to Deal must be given to the relevant Employee Insider within five business days of the request being made.
RE will maintain a record of the response to any Dealing request made by a Employee Insider and of any clearance given. A copy of the response and clearance (if any) must be given to the Employee Insider concerned.
An Employee Insider who is given clearance to Deal in accordance with this paragraph 6 (Clearance to Deal) must Deal as soon as possible and in any event within two (2) business days of clearance being received excluding the day on which clearance was given. A fresh clearance must be sought if the dealing is not completed within this period. Failure to comply with this time period is a serious disciplinary matter and may also constitute a criminal offence.
An Employee Insider must not be given clearance to Deal in any securities of RE during:
1. a Prohibited Period;
2. on considerations of a short term nature (an investment with a maturity of one year or less will always be considered of a short term nature); or
3. at any time when the person responsible for the clearance otherwise has reason to believe that the proposed Dealing is in breach of this Code.
  In exceptional circumstances, an Employee Insider who is not in possession of Inside Information in relation to RE may be given clearance to sell, but not to purchase, securities to alleviate severe personal hardship. Examples of the type of circumstance which may be considered exceptional for these purposes would be where severe personal hardship would otherwise result to an Employee Insider or his immediate relatives such as the urgent need for a medical operation or to satisfy a court order where no other funds are reasonably available.
Close periods
Employee Insiders ( and any Connected Persons) are prohibited from Dealing in RE's shares during:
1. the 60 days preceding the announcement of the interim and full year results; or
2. if shorter, the period between the end of the relevant financial period and the announcement of
  associated results (a "Close Period").
  Employee Insiders will be given notice by the Group Head of Legal when RE is about to enter a Close Period. .
Confidentiality obligations
As you know, every Applicable Person is under an obligation to RE to ensure they do not disclose confidential information concerning RE, its business or its clients to anyone except in the necessary course of business. It is therefore important that you do not discuss confidential information in situations where it may be overheard, nor participate in discussions regarding decisions by others about investments in RE.
Persons to whom this policy applies must keep confidential the fact that they are intending to deal or that they have applied for clearance and if clearance was refused that this was the case.
Amendments to this policy

This Policy may be amended, revised or modified at any time. Any such amendments, revisions or modifications will be disseminated throughout RE.

Royal Exchange PLC Financial Statements for the year ended 31 March 2026 Together with Directors' and Independent Auditor's Reports

ROYAL EXCHANGE PLC

Shareholding Structure/Free Float Status

Description	31-Mar-26			31-Mar-25
Description	Units	Percentage		Units	Percentage
Issued Share Capital	8,266,698,940	100%	Issued Share Capital	8,266,698,940	100%
Details of Substantial Shareholdings (5% and above)
[Name(s) of Shareholders]			[Name(s) of Shareholders]
Spennymoor Limited	2,129,405,249	25.76%	Spennymoor Limited	2,129,405,249	25.76%
Nexamont Company Limited	1,764,206,495	21.34%	Dantata Investment & Securities Co. Ltd	968,186,495	11.71%
Kacio Global Links Limited	1,597,496,268	19.32%	Kacio Global Links Limited	2,097,496,268	25.37%
Far East Finance & Investment Limited.-Trading	453,067,252	5.48%	Far East Finance & Investment Limited.-Trading	453,067,252	5.48%
Total Substantial Shareholdings	5,944,175,264	71.91%	Total Substantial Shareholdings	5,648,155,264	68.32%
Details of Directors Shareholdings (direct and indirect), excluding directors' holding substantial interests
[Name(s) of Directors]			[Name(s) of Directors]
Mr. Kenny Ezenwani Odogwu (Indirect_Representing Spennymoor Limited	-	0.00%	Mr. Kenny Ezenwani Odogwu (Indirect_Representing Spennymoor Limite	-	0.00%
Chief Anthony Ikemefuna Idigbe (SAN) (Indirect_Representing Punuka Inv	103,510,716	1.25%	Chief Anthony Ikemefuna Idigbe (SAN) (Indirect_Representing Punuka Inv	103,510,716	1.25%
Mrs. Idu Okeahialam	-	0.00%	Mr. Adeyinka Ojora (Direct)	7,374,739	0.09%
Mr. Ikeme Osakwe	-	0.00%	Mr. Adeyinka Ojora (Indirect_ Representing Phoenix Holdings Limited)	340,965,679	4.12%
Mr. Ezekiel Ayangbemisola Onilude	-	0.00%	Mr. Hewett Benson	-	0.00%
Ms. Pamela Mimi Yough	-	0.00%	Alhaji Ahmed Rufa'i Mohammed	-	0.00%
Mr. Afolabi Caxton-Martins	-	0.00%
Mr. Mohammed Sanusi Daggash	-	0.00%
Total Directors' Shareholdings	103,510,716	1.25%	Total Directors' Shareholdings	451,851,134	5.47%
Details of Other Influential shareholdings, if any (E.g. Government, Promoters)
[Name(s) of Entities/ Government]			[Name(s) of Entities/ Government]
Gombe State Government	4,454,404	0.05%	Gombe State Government	5,637,604	0.07%
Total of Other Influential Shareholdings	4,454,404	0.05%	Total of Other Influential Shareholdings	5,637,604	0.07%
Free Float in Unit and Percentage	2,214,558,556	26.79%	Free Float in Unit and Percentage	2,161,054,938	26.14%
Free Float in Value	₦3,631,876,031.84		Free Float in Value	₦2,269,107,684.90

Declaration:

A) Royal Exchange Plc with a free float percentage of 26.79% as at March

B) Royal Exchange Plc with a free float percentage of 26.14% as at March

Note:

* Share Price as at March 31, 2026 N1.64

* Share Price as at March 31, 2025 N1.05

Results at a Glance

For the year ended 31 March 2026

Group

Financial Statements for the year ended 31 March 2026

Together with Directors' and Independent Auditor's Reports

Company

	31-Dec-25 ₦'000	31-Dec-24 ₦'000	% Change	31-Dec-25 ₦'000	31-Dec-24 ₦'000	% Change
Earned income	123,314	595,535	(79)	77,305	526,933	(85)
Profit before taxation	(33,443)	496,775	107	(35,888)	494,529	107
Taxation	-	-	-	-	-	-
Profit for the year	(33,443)	496,775	(107)	(35,888)	494,529	107
Share capital	4,133,349	4,133,349	-	4,133,349	4,133,349	(0)
Shareholders' fund	7,073,929	7,554,159	(6)	7,430,821	6,849,210	8
Profit per share (Naira) - Basic	(0.01)	0.12	(107)	(0.01)	0.12	107
Stock exchange quotation (Naira)	1.86	1.00	86	1.86	1.00	86

Consolidated and Separate Statements of Financial Position

Financial Statements for the year ended 31 March 2026

Together with Directors' and Independent Auditor's Reports

Group Company

In thousands of Naira		March	March	March	March
	Note	2026	2025	2026	2025
ASSETS
Cash and cash equivalents	5	1,294,925	660,924	63,175	391,028
Loans and advances to customers	6	526,536	946,262	-	-
Advances under finance lease	7	15,721	30,389	-	-
Trustee Assets	8	113,015	203,828	113,015	203,828
Investment securities:
At Fair Value Through Profit or Loss	9(a)	108,721	68,210	8,158	4,386
Amortized Cost	9(b)	1,388,786	4,386	1,388,786	165,906
Fair value through Other Comprehensive Inc	9(b)	-	539,567		1,711
Investment in subsidiaries	10(a)	-	-	591,501	551,048
Investment in associates	10(b)	7,612,067	7,054,265	7,612,067	7,054,265
Other receivables and prepayments	11	667,142	119,082	553,032	54,014
Deposit for shares	12(c)	39,000	39,000	39,000	39,000
Property and equipment	13	157,482	26,762	146,167	7,710
Right of Use Asset	13(b)	-	-
Intangible assets	18	-	-	-	-
Employees retirement benefit asset (Net)	19	-	-	-	-
Statutory deposits	20	-	-	-	-
Deferred tax assets	21	-	-	-	-
Investment Properties classified as held for sa	16	-	-	-	-
Total assets		11,923,396	9,692,675	10,514,903	8,472,897
					-
LIABILITIES
Trustee Liabilities	15	2,163,604	541,967	2,163,604	541,967
Borrowings	16	1,541,342	656,861	-	42,692
Other liabilities	17	1,122,350	933,168	905,495	1,036,335
Current income tax liabilities	19(b)	22,171	6,519	14,983	2,692
Finance Lease Obligation	20	-		-
Total liabilities		4,849,467	2,138,515	3,084,082	1,623,686
EQUITY
Share capital	21	4,133,349	4,133,349	4,133,349	4,133,349
Share premium	22	2,690,936	3,551,823	2,690,936	2,691,207
Regulatory risk reserves	23	416,481	416,481	-	-
Retained earnings	24	(121,313)	(501,970)	652,060	70,178
Other component of equity	25	(45,524)	(45,524)	(45,524)	(45,524)
Capital and reserves attributable to owners		7,073,929	7,554,159	7,430,821	6,849,210
Non-controlling interests		-	-	-	-
Total equity		7,073,929	7,554,159	7,430,821	6,849,210
Total equity & liabilities		11,923,396	9,692,674	10,514,903	8,472,896

The annual report and financial statements on pages 34 to 92 was approved by the Board of Directors on …....

March, 2026 and signed on its behalf by:

Ikeme Osakwe	Olusanya Idowu	Idu Okeahialam
Chairman	Chief Financial Officer	Managing Director
FRC/2017/ICAN/00000016455	FRC/2026/PRO/ICAN/001/337949	FRC/2021/003/0000002248

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income

Group Company

In thousands of Naira	Note	March 2026	March 2025	March 2026	March 2025
Interest Income	26	96,775	143,672	3,518	46,409
Interest Expense	26	(78,190)	(41,161)	-
Net Interest Income		18,585	102,511	3,518	46,409
Fee and Commission	26	515	3,377	-	-
Investment and other income	27	15,210	52,171	11,132	42,709
Share of profit on investment in associate	12(a)	62,655	437,326	62,655	437,326
Net fair value gain or loss on financial assets	28	26,348	(339)	-
Other operating income	30	-	490	-	490
Operating income		123,314	595,535	77,305	526,933
(Charge)/write-back of impairment allowance	29	-	(1,500)	-
Net operating income after credit loss expense on financial assets		123,314	594,035	77,305	526,933
Personnel expenses	33	(57,474)	(53,561)	(37,280)	(16,006)
Operating expenses	31	(99,283)	(43,699)	(75,913)	(16,398)
Profit before tax		(33,443)	496,775	(35,888)	494,529
Minimum tax	19(a)	-		-
Income taxes	19(a)	-		-
Profit for the year		(33,443)	496,775	(35,888)	494,529
Profit is attributable to:
Owners of Royal Exchange Plc		(33,443)	496,775	(35,888)	494,529
Non-controlling interest		-	-	-	-
		(33,443)	496,775	(35,888)	494,529
Other comprehensive income, net of tax
Items that are or may be reclassified subsequently to profit or loss:
Changes in fair value of FVOCI investments		-	-	-	-
Total other comprehensive income, net of tax		-	-	-	-
Total comprehensive income for the period		(33,443)	496,775	(35,888)	494,529
Total comprehensive income attributable to:
Owners of Royal Exchange Plc		(33,443)	496,775	(35,888)	494,529
Non-controlling interest		-	-	-	-
		(33,443)	496,775	(35,888)	494,529
Profit/(Loss) per share - Basic and diluted (kobo)		(1)	13	(1)	12

Consolidated and Separate Statements of Cash Flows

In thousands of Naira	Group March	March	Company March	March
Note	2026	2025	2026	2025
Cash flows from operating activities:
Profit for the year	(33,443)	496,775	(35,888)	494,529
Add: Minimum tax 19(a)	-	-	-	-
Add: Income tax 19(a)	-	-	-	-
Profit before taxes	(33,443)	496,775	(35,888)	494,529
Adjustments for:
Transfer within equity	-	-	-	-
Charge/(write-back) of impairment allowance	-	(38,687)	-	24,495
Depreciation on property and equipment	12,472	6,287	10,160	673
Fair value gain/(loss) on FVTPL Investment
securities	(26,348)	(7,529)	-	1,729
Share of profit of associate	(62,655)	(437,326)	(62,655)	(828,025)
	(109,975)	19,521	(88,383)	(306,599)
Changes in working capital:
Loans and advances to customers 5(ix)	419,726	(41,555)		-
Advance under finance lease 6(ix)	14,668	19,598	-	-
Other receivables and prepayment 34(ii)	(548,060)	53,038	(23,817)	104,376
Other liabilities 17	189,182	(357,212)	44,874	(831,465)
	(34,459)	(306,610)	(67,326)	(1,033,688)
Income tax paid 19(b)	-	(232,700)	-	(232,700)
Net cash used by operating activities	(34,459)	(539,310)	(67,326)	(1,266,388)
Cash flows from investing activities:
Purchases of property and equipment 13	(3,601)	(12,392)	(3,601)	(185)
Additional investment in associates 12a	-	60,000	-	(60,000)
Additional investment in subsidiary 10(a)	-	-	-	(41,659)
Purchase of investment securities 34(iii)	(825,175)	-	41,000	-
Trustee Assets 15	90,813	(35,184)	(815,021)	(35,184)
Net interest received 26	-	246,229	1,638	-
Net cash (used by)/generated from
investing activities	(737,963)	258,653	(775,984)	(137,028)
Cash flows from financing activities:
Proceeds from borrowings		(713,253)	-	-
Repayment of finance lease	-	-	-	-
Right issues	-	1,560,665	-	1,560,665
Trustee liabilities	-	35,185	-	35,185
Unclaimed dividend paid	-	(79,662)	-	(79,662)
Net cash generated from financing activities	-	802,935	-	1,516,188
Cash and cash equivalent at beginning of year	2,067,347	470,711	906,484	14,992
Net increase in cash and cash equivalent	(772,422)	522,278	(843,310)	112,773
Cash and cash equivalent at end of the year 5	1,294,925	992,989	63,175	127,765

Consolidated and Separate Statements of Changes in Equity - Group

Other components of equity

In thousands of Naira

Share Capital

Share Premium

Retained Earnings

Regulatory risk reserve

Other Component of Equity

Total

Equity attributable to Non-

Parent's controlling Shareholders Interests

Total Equity

At 1 January 2025 4,133,349 2,690,936 (87,869) 416,481 (45,524) 7,107,373 7,107,373 - 7,107,373

Other comprehensive income in the year	-	-	-	-	-	-	-	-	-
Transfers within equity	-	-	-	-	-	-	-	-	-
Profit for the year	-	-	(33,443)	-	-	(33,443)	(33,443)	-	(33,443)
Total Shareholder's Funds	4,133,349	2,690,936	(121,312)	416,481	(45,524)	7,073,930	7,073,930	-	7,073,930
Balance as at March 2026	4,133,349	2,690,936	(121,312)	416,481	(45,524)	7,073,930	7,073,930	-	7,073,930

				Other components of equity
In thousands of Naira	Share Capital	Share Premium	Retained Earnings	Regulatory risk reserve	Other Component of Equity	Total	Equity attributable to Non- Parent's controlling Shareholders Interests		Total Equity
At 1 January 2025	4,133,349	2,690,936	(939,296)	416,481	(45,524)	6,255,946	6,255,946	-	6,255,946
Additions during the year	-	-	-	-		-	-		-
Other comprehensive income in the year	-	-	-	-	-	-	-	-	-
Transfers within equity	-	-	-	-	-	-	-	-	-
Profit for the year	-	-	851,427	-	-	851,427	851,427	-	851,427
Total comprehensive income	4,133,349	2,690,936	(87,869)	416,481	(45,524)	7,107,373	7,107,373	-	7,107,373
Balance as at December 2025	4,133,349	2,690,936	(87,869)	416,481	(45,524)	7,107,373	7,107,373	-	7,107,373

Consolidated and Separate Statements of Changes in Equity - Parent

Other Component of Equity

Share Share Retained

In thousands of Naira Capital Premium Earnings

Actuarial Gain/Loss Reserve

Other Component of

Equity (Total)

Equity

attributable Non-to Parent's controlling

Shareholders Interests Total Equity

At 1 January 2026 4,133,349 2,690,936 687,949 (45,524) (45,524) 7,466,710 - 7,466,710

Other comprehensive income in the year	- -		-	-	-	-	-	-
Profit for the year	- -		(35,888)	-	-	(35,888)	-	(35,888)
Total comprehensive income	4,133,349	2,690,936	652,061	(45,524)	(45,524)	7,430,821	-	7,430,821
Balance as at 31 March 2026	4,133,349	2,690,936	652,061	(45,524)	(45,524)	7,430,821	-	7,430,821

				Other Component of Equity
In thousands of Naira	Share Capital	Share Premium	Retained Earnings	Actuarial Gain/Loss Reserve	Other Component of Equity (Total)	Equity attributable Non-to Parent's controlling Shareholders Interests		Total Equity
At 1 January 2025	4,133,349	2,690,936	(367,146)	(45,524)	(45,524)	6,411,615	-	6,411,615
Additions during the year	-	-	-	-	-	-	-	-
Profit for the year	-	-	1,040,811	-	-	1,040,811	-	1,040,811
Total comprehensive income	4,133,349	2,690,936	673,665	(45,524)	(45,524)	7,452,426	-	7,452,426
Balance at 31 December 2025	4,133,349	2,690,936	673,665	(45,524)	(45,524)	7,452,426	-	7,452,426

Reporting entity
The Company was incorporated on 29 December 1969 under the Companies and Allied Matters Act, 2020 as a privately owned Company, converted to a public limited iability company on July 15, 1989 and was listed on the Nigerian Stock Exchange on 3 December 1990.
The Company has one (1) subsidiary, Royal Exchange Finance Company Limited ("the subsidiary"). Royal Exchange Finance Company Limited was incorporated as a private Company on 11 October 2004 and 99.9% of its shares were acquired immediately.
The principal activities of the Group are General insurance, health insurance and credit financing. The registered office address of the Company is stated on Page 2.
Basis of preparation
1. These financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements also comply with the Companies and Allied Matters Act 2020, the Financial Reporting Council of Nigeria (Amendment) Act, the Insurance Act of Nigeria and the National Insurance Commission of Nigeria (NAICOM) circulars.
  The consolidated and separate financial statements have been prepared on the historic cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. They are presented in Naira, which is the Group and Company's functional currency. All figures are rounded to the nearest thousand except where stated otherwise
2. Consolidation
  Basis of consolidation
  The consolidated financial statements incorporate the separate financial statements of the parent Company and the subsidiary companies. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated and separate financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the consolidated and separate financial statements of subsidiaries to bring their accounting policies in line with those of the group.
  All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
3. Presentation
  The consolidated and separate financial statements are prepared using the going concern basis of accounting. The statement of financial position is presented on illiquidity basis. The income statement is presented on the function of expense method with sub classification by nature provided in the notes.
4. Use of estimates and judgments
  The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of 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 accounting estimates are recognised in the period in which the estimate is made if the revision affects only that period or in the period of the revision and the future periods if the revision affects both current and future periods.
Material accounting policies
The material accounting policies applied in the preparation of these financial statements are as set out below. These policies have been applied consistently to all years presented, unless otherwise stated.
1. Consolidation
  IFRS 10 Consolidated Financial Statements and IAS 27 Separate Financial Statements:
  IFRS 10 establishes a single control model that applies to all entities including special purpose entities. IFRS 10 replaces the portion of previously existing IAS 27 Consolidated and Separate Financial Statements that dealt with consolidated financial statements and SIC - 12 Consolidation - Special Purpose Entities. IFRS 10 changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. To meet the definition of control in IFRS 10, all three criteria must be met, including:
  (a) an investor has power over an investee; (b) the investor has exposure, or rights, to variable returns from its involvement with the investee (c) the investor has the ability to use its power over the investee to affect the amount of the investor's returns. While the disclosure implications have been day effected, IFRS 10 had no impact on the consolidation of investment held by the group.
  The financial statements of the subsidiaries used to prepare the consolidated financial statements were prepared as of the parent Company's reporting date.
  i
  a b c
  ii
  iii
  iv
  v
  v
  Subsidiaries
  Subsidiaries are entities controlled by the parent. Control exists when the parent has: power over the investee.
  exposure, or rights, to variable returns from its involvement with the investee.
  the ability to use its power over the investee to affect the amount of the investor's returns.
  Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the parent.
  Accounting method of consolidation
  Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The results of the subsidiaries acquired or disposed of during the period are included in the consolidated financial statements from the effective acquisition date up to the effective date on which control ceases, as appropriate.
  Transactions eliminated on consolidation
  Intra-group balances, income and expenses (except for foreign currency translation gains or losses) arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with subsidiaries, associates and jointly controlled entities are eliminated to the extent of the Group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Profits and losses resulting from intra-group transactions are also eliminated.
  Non-controlling interest
  The Group applies IFRS 10 Consolidated Financial Statements in accounting for acquisitions of non-controlling interests. Under this accounting policy, acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments of non-controlling interests are based on the proportionate amount of net assets of the subsidiary.
  Associates
  Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
  Investments in associates are accounted for using the equity method of accounting. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the Group's share of its associates post-acquisition profits or losses is recognised in the consolidated profit or loss; its share of post-acquisition movements is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
  Associates (continued)
2. - When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
    Intra-group gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Intra-group losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
    Fair value measurement
    The Group measures certain financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
    In the principal market for the asset or liability.
    In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to/by the Group.
    The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
    The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
    All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
    Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
    Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
    Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
    For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
3. Cash and cash equivalents
  For cash flow statement presentation purposes, cash and cash equivalents include cash on hand, deposits held at call with other financial institutions, other short-term, highly liquid investments with original terms to maturity of three months or less that are readily convertible to cash and which are subject to an insignificant risk of changes in value.
4. Financial instruments
  Financial assets and liabilities with the exception of trade and other receivables and trade and other payables, are initially recognised on the trade date, i.e., the date that the Group becomes a party to the contractual provisions of the instrument. This includes regular way trades: purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place. Trade and other receivables are recognised when the Group is yet to receive cash for services rendered to its customers. The Group recognizes trade and other payables when it is yet to pay for goods or services rendered by its suppliers.
  1. Initial measurements of financial instruments
    The classification of financial instruments at initial recognition depends on their contractual terms and the business model for managing the instruments. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, financial instruments are initially measured at their fair value (as defined in Note 3.2, except in the case of financial assets and financial liabilities recorded at FVPL, transaction costs are added to, or subtracted from, this amount). Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price.
  2. Measurement categories of financial assets and liabilities
    The Group classifies all of its financial assets based on the business model for managing the assets and the
    asset's contractual terms, measured at either:
    - Amortized cost
    - Fair Value through Other Comprehensive Income (FVOCI)
    - Fair Value through Profit or Loss (FVPL)
      Financial liabilities, other than loan commitments and financial guarantees, are measured at amortized cost or at FVPL when they are held for trading.
  3. Debt instruments at Fair Value through Other Comprehensive Income
    The Group applies the new category under IFRS 9 of debt instruments measured at FVOCI when both of the following conditions are met:
    - The instrument is held within a business model, the objective of which is achieved by both collecting contractual cash flows and selling financial assets
    - The contractual terms of the financial asset meet the SPPI test
      FVOCI debt instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in OCI. Interest income and foreign exchange gains and losses are recognised in profit or loss in the same manner as for financial assets measured at amortized cost. The ECL calculation for Debt instruments at FVOCI is explained in Note 3.4(xi). Where the Group holds more than one investment in the same security, they are deemed to be disposed of on a first-in first-out basis. On derecognition, cumulative gains or losses previously recognised in OCI are reclassified from OCI to profit or loss.
  4. Equity instruments at Fair Value through Other Comprehensive income
    Upon initial recognition, the Group occasionally elects to classify irrevocably some of its equity investments as equity instruments at FVOCI when they meet the criteria of definition of Equity under IAS 32 Financial Instruments: Presentation and are not held for trading. Such classification is determined on an instrument-by instrument basis.
    Gains and losses on these equity instruments are never recycled to profit. Dividends are recognised in profit or loss as other operating income when the right of the payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the instrument, in which case, such gains are recorded in OCI. Equity instruments at FVOCI are not subject to an impairment assessment.
  5. Trade and other payables at amortised cost
    After initial measurement, trade and other payables are subsequently measured at amortized cost. Amortized cost is calculated by taking into account any discount or premium on issue funds and costs that are an integral part of the effective interest rate (EIR).
  6. Trade and other receivables at amortised cost
    Trade and other receivables are recognised when the Group becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any. They are subsequently measured at amortised cost. The amortised cost is the amount recognised on the receivable initially, minus principal repayments, plus cumulative amortisation (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
  7. Financial assets and financial liabilities at fair value through profit or loss
  Financial assets and financial liabilities in this category are those that are not held for trading and have been
  either designated by management upon initial recognition or are mandatorily required to be measured at fair value under IFRS 9. Management only designates an instrument at FVPL upon initial recognition when one of the following criteria are met. Such designation is determined on an instrument-by-instrument basis:
  - The designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them on a different basis.
  - The liabilities are part of a group of financial liabilities (or financial assets, or both under IAS 39), which are managed and their performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.
  - The liabilities contain one or more embedded derivatives, unless they do not significantly modify the cash flows that would otherwise be required by the contract, or it is clear with little or no analysis when a similar instrument is first considered that separation of the embedded derivative(s) is prohibited.
    Financial assets and financial liabilities at FVPL are recorded in the statement of financial position at fair value. Changes in fair value are recorded in profit and loss with the exception of movements in fair value of liabilities designated at FVPL due to changes in the Group's own credit risk. Such changes in fair value are recorded in the credit reserve through OCI and do not get recycled to the profit or loss.
    Interest earned or incurred on instruments designated at FVPL is accrued in interest income or interest expense, respectively, using the EIR, taking into account any discount/ premium and qualifying transaction costs being an integral part of instrument. Interest earned on assets mandatorily required to be measured at FVPL is recorded using contractual interest rate. Dividend income from equity instruments measured at FVPL is recorded in profit or loss as other operating income when the right to the payment has been established.
    (viii Reclassification of financial assets and liabilities
    The Group does not reclassify its financial assets subsequent to their initial recognition, apart from the exceptional circumstances in which the Group acquires, disposes of, or terminates a business line. Financial liabilities are never reclassified.
    (ix)
  (ix)
  Derecognition of financial assets and liabilities
  Derecognition due to substantial modification of terms and conditions
  The Group derecognises a financial asset, such as a loan, when the terms and conditions have been renegotiated to the extent that, substantially, it becomes a new loan, with the difference recognised as a derecognition gain or loss, to the extent that an impairment loss has not already been recorded. The newly recognised loans are classified as Stage 1 for ECL measurement purposes, unless the new loan is deemed to be FVOCI.
  When assessing whether to derecognise a loan, amongst others, the Group considers the following factors:
  - Change in currency of the loan.
  - Introduction of an equity feature.
  - Change in counterparty.
  - If the modification is such that the instrument would no longer meet the SPPI criterion.
    If the modification does not result in cash flows that are substantially different, the modification does not result in derecognition. Based on the change in cash flows discounted at the original EIR, the Group records a modification gain or loss, to the extent that an impairment loss has not already been recorded.
    Derecognition other than for substantial modification
    Financial assets
    A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to receive cash flows from the financial asset have expired. The Group also derecognises the financial asset if it has both transferred the financial asset and the transfer qualifies for derecognition.
    Derecognition of financial assets and liabilities (continued)
    The Group can transfer the financial asset if and only if, either:
  - The Group has transferred its contractual rights to receive cash flows from the financial asset or
  - It retains the rights to the cash flows, but has assumed an obligation to pay the received cash flows in full
    without material delay to a third party under a 'pass-through' arrangement.
    Pass-through arrangements are transactions whereby the Group retains the contractual rights to receive the cash flows of a financial asset (the 'original asset'), but assumes a contractual obligation to pay those cash flows to one or more entities (the 'eventual recipients'), when all the following three conditions are met:
    - The Group has no obligation to pay amounts to the eventual recipients unless it has collected equivalent amounts from the original asset, excluding short-term advances with the right to full recovery of the amount lent plus accrued interest at market rates
    - The Group cannot sell or pledge the original asset other than as security to the eventual recipients
    - The Group has to remit any cash flows it collects on behalf of the eventual recipients without material delay. In addition, the Group is not entitled to reinvest such cash flows, except for investments in cash or cash equivalents including interest earned, during the period between the collection date and the date of required remittance to the eventual recipients.
  A transfer only qualifies for derecognition if either:
  - The Group has transferred substantially all the risks and rewards of the asset or
  - The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
  The Group considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.
  When the Group has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset, the asset continues to be recognised only to the extent of the Group's continuing involvement, in which case, the Group also recognises an associated liability.
  The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration the Group could be required to pay.
  Financial liabilities
  A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference between the carrying value of the original financial liability and the consideration paid is recognised in profit or loss.
  1. Impairment of financial instruments
    At each reporting date, each financial asset or portfolio of advances measured at amortized cost or at fair value through other comprehensive income, issued financial guarantee and loan commitment is assessed for impairment. Loss allowances are forward-looking, based on 12 month expected credit losses where there has not been a significant increase in credit risk rating, otherwise allowances are based on lifetime expected losses. The Group applies the impairment methodology of either the simplified approach or the three-stage general approach based on the nature of the receivables.
    - Financial asset that are not credit impaired on initial recognition are classified in "stage 1" with credit risk
      continuously monitored. The Group's assets with significant low credit risk falls into this bucket.
    - If a significant increase in credit risk since initial recognition is identified, the financial asset is moved to
      "stage 2" but is not yet deemed to be credit impaired.
    - If the financial asset is credit impaired, the financial instrument is then moved to stage 3.
    - The Group recognises a loss allowance for such losses at each reporting date.
    - Financial assets classified as stage 1, have their ECL measured at an amount equal to the portion of lifetime ECL that result from default events possible within the next 12 months. Assets in stage 2 or 3 have their ECL measured on a lifetime basis.
    - For Group's financial assets that are already in default, these financial assets should be classified into stage
      3. Also if the counterparty is already in significant financial difficulty, such assets should be moved to stage 3.
      Expected credit losses are a probability-weighted estimate of credit losses. The probability is determined by the risk of default which is applied to the cash flow estimates. On a significant increase in credit risk, credit losses are rebased from 12 month to lifetime expectations. A change in credit risk is typically but not necessarily associated with a change in the expected cash flows.
      Allowances in respect of financial guarantees and loan commitments are presented as other liabilities and charges recorded within impairments. Financial assets held at amortized cost are presented net of allowances except where the asset has been wholly or partially written off.
      The expected credit loss (ECL) allowance is based on the credit losses expected to arise over the life of the asset (the lifetime expected credit loss), unless there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months' expected credit loss.
      The 12 month ECL is the portion of life time expected credit loss that represent the ECLs that result from default events on a financial instrument that are possible within the 12 months after the reporting date. Both life time expected credit loss and 12 month expected credit loss are calculated on either an individual basis or a collective basis, depending on the nature of the underlying portfolio of financial instruments.
      The Group has established a policy to perform an assessment, at the end of each reporting period, of whether a financial instrument's credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of the financial instrument.
      Based on the above process, the Group classifies its loans into Stage 1, Stage 2 and Stage 3 as described below:
      - Stage 1: When financial assets are first recognised, the Group recognises an allowance based on 12 month
        ECLs. Stage 1 financial assets also include facilities where the credit risk has improved and the financial assets has been reclassified from Stage 2.
      - Stage 2: When a financial asset has shown a significant increase in credit risk since origination, the Group records an allowance for the Life time ECLs. Stage 2 financial assets also include facilities, where the credit risk has improved and the financial assets has been reclassified from Stage 3.
      - Stage 3: Financial assets considered credit-impaired. The Group records an allowance for the life time ECLs.
      For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
      The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security.
      For loans to related parties, amounts due to related parties, staff loans & advances and other debt instruments, the Group applies the three-stage general model.
  2. The calculation of ECLs
    The Group calculates ECLs based on a three probability-weighted scenarios to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to an entity in accordance with the contract and the cash flows that the entity expects to receive.
    The mechanics of the ECL calculations are outlined below and the key elements are, as follows:
    - Probability at Default (PD): The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio.
    - Exposure at Default (EAD): The Exposure at Default is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise and accrued interest from missed payments.
    - Loss Given Default (LGD): The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive. It is usually expressed as a percentage of the EAD.
    When estimating the ECLs, the Group considers three scenarios (a base case, an upturn and downturn). Each of these is associated with different PDs, EADs and LGDs. When relevant, the assessment of multiple scenarios also incorporates how defaulted loans are expected to be recovered, including the probability that the loans will cure and the value of collateral or the amount that the Group can received from selling the asset.
    The mechanics of the ECL method are summarized below:
    •Stage 1: The 12-month ECL (12m ECL) is calculated as the portion of Life Time ECLs (LTECLs) that represent the ECLs that result from default, events on a financial instrument that are possible within the 12 months after the reporting date. The Group calculates the 12m ECL allowance based on the expectation of a default occurring in the 12 months following the reporting date. These expected 12-month default probabilities are applied to a forecast EAD and multiplied by the expected LGD and discounted by an approximation to the original EIR. This calculation is made for each of the three scenarios, as explained above.
    •Stage 2: When a loan has shown a significant increase in credit risk since origination, the Group records an allowance for the LTECLs. The mechanics are similar to those explained above, including the use of multiple scenarios, but PDs and LGDs are estimated over the lifetime of the instrument. The expected cash shortfalls are discounted by an approximation to the original EIR.
    •Stage 3: For loans considered credit-impaired, the Group recognises the lifetime expected credit losses for these loans. The method is similar to that for Stage 2 assets, with the PD set at 100%.
    In its ECL models, the Group relies on a broad range of forward looking information as economic inputs, such as:
    •Inflation rate
    •Unemployment rate
    •Crude oil prices
    The inputs and models used for calculating ECLs may not always capture all characteristics of the market at the date of the financial statements. To reflect this, qualitative adjustments or overlays are occasionally made as temporary adjustments when such differences are significantly material.
    Write-offs
    Financial assets are written off either partially or in their entirety only when the Group has stopped pursuing the recovery. If the amount to be written off is greater than the accumulated loss allowance, the difference is first treated as an addition to the allowance that is then applied against the gross carrying amount. Any subsequent recoveries are credited to credit loss expense.
  3. Financial assets carried at amortized cost
  For financial assets carried at amortized cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.
  If there is objective evidence that an impairment loss on assets carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.
  The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of investment income in profit or loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account.
  For the purpose of a collective evaluation of impairment, financial assets are analysed on the basis of the Group's internal credit grading system, which considers credit risk characteristics such as asset type, industry, geographical location, collateral type, past-due status and other relevant factors.
  Future cash flows on a group of financial assets that are collectively evaluated for impairment are estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the Group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. Estimates of changes in future cash flows reflect and are directionally consistent with, changes in related observable data from year to year (such as changes in unemployment rates, payment status, or other factors that are indicative of incurred losses in the Group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.
  (xii) Financial assets carried at amortized cost (continued) Offsetting financial instruments
  Financial assets and liabilities are set off and the net amount presented in the statement of financial position
  when and only when, the Group has a legal right to set off the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
5. Revenue recognition Gross Written Premium
  Gross written premium for insurance comprise premiums received in cash as well as premiums that have been received and confirmed as being held on behalf of the Group by insurance brokers and duly certified thereto. Gross written premiums are stated gross of commissions, net of taxes and stamp duties that are payable to intermediaries and relevant bodies respectively.
  Unearned premiums represent the proportions of premiums written in the year that relate to the unexpired risk of policies in force at the reporting date.
  Deposits collected from investment-linked contracts with non-discretionary participating features are reported as investment contract liabilities in the statement of financial position.
  Outward facultative premiums and reinsurance premiums ceded are accounted for in the same accounting period as the premiums for the related direct insurance or facultative business assumed.
  The earned portion of premiums received is recognized as revenue. Premiums are earned from the date of attachment of risk, over the indemnity period, based on the pattern of risks underwritten. Outward reinsurance premiums are recognized as an expense in accordance with the pattern of indemnity received.
  Reinsurance expenses
  Reinsurance cost represents outward premium paid/payable to reinsurance companies less the unexpired portion as at the end of the financial year.
  Fees and commission income
  Fees and commission income consists primarily of insurance agency and brokerage commission, reinsurance and profit commissions, policyholder administration fees and other contract fees. Reinsurance commissions receivable are deferred in the same way as acquisition costs. All other fee and commission income is recognized as the services are provided.
  Interest income
  Interest income is recognized in the income statement as it accrues and is calculated by using the effective interest rate method. Fees and commissions that are an integral part of the effective yield of the financial asset or liability are recognized as an adjustment to the effective interest rate of the instrument.
  The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Where the estimated cash flows on financial assets are subsequently revised, other than impairment losses, the carrying amount of the financial assets is adjusted to reflect actual and revised estimated cash flows.
  Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.
6. Cash flow statement
  The statement of cash flows shows the changes in cash and cash equivalents arising during the period from operating activities, investing activities and financing activities. Cash and cash equivalents include highly liquid investments.
  The cash flows from operating activities are determined by using the indirect method. Net income is therefore adjusted by non-cash items, such as measurement gains or losses, changes in provisions, as well as changes from receivables and liabilities. In addition, all income and expenses from cash transactions that are attributable to investing or financing activities are eliminated. Interest received or paid are classified as operating cash flows.
  The cash flows from investing and financing activities are determined by using the indirect method. The Group's assignment of the cash flows to operating, investing and financing category depends on the Group's business model (management approach).
  For the purposes of the cash flow statement, cash and cash equivalents include cash, treasury bills and Group overdrafts. In the statement of financial position, Group overdrafts are shown as Group borrowings-overdraft in current liabilities.
7. Leases
  Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group's general policy on borrowing costs.
  Lease assets - lessee
  Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. The leased asset is initially measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
  Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
8. Insurance contract liabilities Classification
  IFRS 4 requires contracts written by insurers to be classified as either 'insurance contracts' or 'investment
  contracts' depending on the level of insurance risk transferred.
  Insurance contracts are those contracts when the insurer has accepted significant insurance risk from another party (the policyholders) by agreeing to compensate the policyholders if a specified uncertain future event (the insured event) adversely affects the policyholders.
  The Group only enters into insurance contracts. Therefore, its insurance contract liabilities represent the Group's liability to the policy holders. It comprises the unearned premium, unexpired risk, outstanding claims and the incurred but not reported claims. At the end of each accounting period, this liability is reflected as determined by the actuarial valuation report.
  Unearned premium provision
  The provision for unearned premiums represents the proportion of premiums written in the periods up to the accounting date that relate to the unexpired terms of policies in force at the end of the reporting date. This is estimated to be earned in subsequent financial periods, computed separately for each insurance contract using a time apportionment basis.
  Reserve for unexpired risk
  A provision for additional unexpired risk reserve is recognised for an underwriting year where it is envisaged
  that the estimated cost of claims and expenses exceed the unearned premium provision.
  Reserve for outstanding claims
  Outstanding claims represent the estimated ultimate cost of settling all claims arising from incidents occurring prior to the end of reporting date, but not settled at that date.
  Reserve for incurred but not reported claims (IBNR)
  A provision is made for claims incurred but not yet reported as at the end of the financial year. This provision is based on the liability adequacy test report.
  Liability Adequacy Test
  At the end of each reporting period, liability adequacy tests are performed to ensure that material and reasonably foreseeable losses arising from existing contractual obligations are recognised. In performing these tests, current best estimates of future contractual cash flows, claims handling and administration expenses, investment income backing such liabilities are considered. Long-term insurance contracts are measured based on assumptions set out at the inception of the contract. Any deficiency is charged to the statement of profit or loss by increasing the carrying amount of the related insurance liabilities.
  Insurance contract with discretionary participating features (DPF)
  Some insurance contracts and investment contracts contain a discretionary participating feature (DPF), which is a contractual right to receive as, a supplement to guaranteed benefits, additional benefits that are:
  - Likely to be a significant portion of the total contractual benefits
  - The amount or timing is contractually at the discretion of the insurer
  - Contractually based on the performance of a specified pool of contracts or a specified type of contract, realized or unrealised investment returns on a specified pool of assets held by the issuer and the profit or loss of the Company.
  Recognition and measurement
  Insurance contracts with DPF are classified into two main categories, depending on the duration of risk and whether or not the terms and conditions are fixed.
  Short-term insurance contracts
  Short-duration life insurance contracts (Group Life) protect the Group's clients from the consequences of events The proportion of premium received on in-force contracts that relates to unexpired risks at the reporting date is reported as unearned premium liability. Premiums are shown before deductions of commissions and are gross of any taxes or duties levied on premiums.
  Claims expenses are recognized in the statement of profit or loss as incurred based on the estimated liability for compensation owed to contract holders. They include direct and indirect claims settlement costs that arise from events that have occurred up to the end of the reporting period even if they have not been reported to the Group. The Group does not discount it liabilities for unpaid claims. Liabilities for unpaid/outstanding claims are estimated using the input of assessments for individual cases reported to the Group and statistical analyses for the claims incurred but not reported.
  Long-term insurance contracts with fixed and guaranteed terms
  These contracts insure events associated with human life (for example, death or survival) over a long duration. Premiums are recognized as revenue when they become payable by the contract holder. Premiums are shown before deduction of commission. Benefits are recognized as an expense when they are incurred. A liability for contractual benefits that are expected to be incurred in the future is recorded when the premiums are recognized. The liability is actuarially determined based on assumptions such as mortality, persistency, maintenance expenses and investment income that are established at the time the contract is issued. The change in liabilities are recorded in gross premium on the statement of profit or loss.
  Long-term insurance contracts with fixed and guaranteed terms (continued)
  The Company only enters into insurance contracts. Therefore, its insurance contract liabilities represent the Company's liability to the policy holders. It comprises the unearned premium, unexpired risk, outstanding claims and the incurred but not reported claims. At the end of each accounting period, this liability is reflected as determined by the actuarial valuation report.
9. Property, plant and equipment
  1. Recognition and measurement
    Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
    The cost of the relevant property, plant and equipment includes and is made up of expenditures that are directly attributable to the acquisition of the assets. Additions and subsequent expenditures are capitalised only to the extent that they enhance the future economic benefits expected to be derived from the assets and the cost of the asset can be measured reliably. All other repairs and maintenance are charged to the profit or loss statement during the period in which they were incurred.
  2. Subsequent costs
    The cost of replacing a part of an item of property or equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The cost of the day-to-day servicing of property and equipment are recognised in profit or loss as incurred.
  3. Depreciation
    Depreciation is provided on the depreciable number of items of property, plant and equipment on a straight line basis over their estimated useful economic lives. The depreciable amount is the gross carrying amount, less the estimated residual value at the end of its useful economic life.
    The estimated useful lives for the current and comparative periods are as follows:
    Leasehold land Buildings
    Over the lease period 50 years
    Generators 7 years
    Furniture and fittings 5 years
    Computer equipment 4 years
    Motor vehicle 4 years
    Depreciation rates, methods and the residual values underlying the calculation of depreciation of items of property, plant and equipment are kept under review to take account of any change in circumstances.
    When deciding on depreciation rates and methods, the principal factors the Group takes into account are the expected rate of technological developments and expected market requirements for and the expected pattern of usage of the assets. When reviewing residual values, the Group estimates the amount that it would currently obtain for the disposal of the asset after deducting the estimated cost of disposal if the asset were already of the age and condition expected at the end of its useful economic life.
  4. De-recognition
    Gains and losses on disposals are determined by comparing the proceeds with the carrying amount of the assets and are recognised in the income statement during the period in which they were incurred.
  5. Gain or loss on sale of property, plant and equipment
  The gain or loss on the disposal of property, plant and equipment is determined as the difference between the carrying amount of the assets at the time of disposal and the proceeds of disposal and is recognized as an item of other income in the year in which the significant risks and rewards of ownership are transferred to the buyer.
10. Intangible assets
  1. Goodwill
    Goodwill represents the excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired subsidiaries at the date of acquisition. When the excess is negative, it is recognised immediately in profit or loss; Goodwill on acquisition of subsidiaries is included in intangible assets.
  2. Subsequent measurement
  Goodwill is allocated to cash-generating units or groups of cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating that are expected to benefit from the business combination in which the goodwill arose identified in accordance with IFRS 8. Goodwill is tested annually as well as whenever a trigger event has been observed for impairment by comparing the present value of the expected future cash flows from a cash-generating unit with the carrying value of its net assets, including attributable goodwill and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
11. Impairment of non-financial assets
  Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
  The impairment test also can be performed on a single asset when the fair value less cost to sell or the value in use can be determined reliably. Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.
12. Provisions
  Provision are recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
  A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.
  Contingent liabilities, which include certain guarantees and letters of credit pledged as collateral security, are possible obligations that arise from past events whose existence will be confirmed only by the occurrence, or non-occurrence, of one or more uncertain future events not wholly within the control of the Group. present obligations that have arisen from past events but are not recognised because it is not probable that settlement will require the outflow of economic benefits, or because the amount of the obligations cannot be reliably measured. Contingent liabilities are not recognised in the financial statements but are disclosed unless the probability of settlement is remote.
13. Tax
  1. Current income tax
    Current tax is the expected tax payable on taxable income for the year determined in accordance with the Companies Income tax Act (CITA), using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect of previous years.
    The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Group's statement of profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or subsequently enacted by the end of the reporting period.
    Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.
    The Group offsets the tax assets arising from withholding tax credits and current tax liabilities if and only if, the entity has a legally enforceable right to set off the recognised amounts and it intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously. The tax asset is reviewed at each reporting date and written down to the extent that it is no longer probable that future economic benefit will be realised.
    In line with the Nigeria tax laws, current taxes include: Group Income Tax at 30% of taxable profit; Education Tax at 3% of assessable profit; Capital Gain Tax at 10% of chargeable gains Information Technology development levy at 1% accounting profit.
  2. Deferred tax assets and liabilities
    Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Group's financial statements and the corresponding tax bases used in the computation of taxable profit.
    Deferred tax is not recognised for the following temporary differences:
    - differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.
    - differences relating to investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future and
    - differences arising on the initial recognition of goodwill.
      Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill (arising in a business combination) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
      The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
      Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
      Deferred tax asset and liabilities are offset when the entity has a legally enforceable right to offset current tax liabilities against current tax assets and the deferred tax asset and liabilities relate to income taxes levied by the same tax authority on the Group. on different taxable entities but they intend to settle current tax liabilities and current tax assets on a net basis. the tax assets and liabilities will be realized simultaneously.
  3. Tax expenses
  Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:
  - a transaction or event which is recognised, in the same or a different period, to other comprehensive income,
  - a business combination.
  Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the same or a different period, to other comprehensive income.
  Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly in equity.
14. Employee benefits
  1. Defined contribution plan
    A defined contribution plan is a post employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as expense in profit or loss when they are due in respect of service rendered before the end of the reporting period.
    The Group operates a defined contribution pension scheme in line with the provisions of the Pension Reform Act 2014 (as amended), with contributions based on the sum of the employee's basic salary, housing and transport allowance in the ratio of 8% by the employee and 10% by the employer. The Group's contribution to this scheme is charged to the profit or loss account in the period they relate. Contributions to the scheme are managed by appointed pension managers on behalf of the beneficiary in line with the provisions of the Pension Reform Act.
  2. Short term employee benefits
  Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term employee benefits if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
15. Share capital and reserves
  An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Ordinary shares are recognised at par value and classified as 'share capital' in equity. Any amounts received from the issue of shares in excess of par value is classified as 'share premium' in equity.
  1. Share issue costs
    Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
  2. Dividend on ordinary shares
    Dividends on ordinary shares are recognised in equity in the period in which they are approved by the
    Group's shareholders. Dividends declared after the reporting date are dealt with in the subsequent period.
  3. Earnings per share
  The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
16. Foreign currency translation

The Group's financial statements are presented in Naira and items included in the financial statements are measured using Naira as the functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange ruling at the reporting date. All exchange differences are taken to profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction and are not subsequently restated. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

4.1

4.2

New Standards and Interpretations

Standards and interpretations effective and adopted in the current year

In the current year, the Group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations:

Lack of Exchangeability - Amendments to IAS 21

In August 2023, the IASB amended IAS 21 to add requirements to help entities to determine whether a currency is exchangeable into another currency and the spot exchange rate to use when it is not. Prior to these amendments, IAS 21 set out the exchange rate to use when exchangeability is temporarily lacking, but not what to do when lack of exchangeability is not temporary.

These new requirements will apply for annual reporting periods beginning on or after 1 January 2025. The Group has adopted the amendment for the first time in the 2025 financial statements.

The impact of the amendment is not material.

Standards and interpretations issued but not yet effective

The Group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the Company's accounting periods beginning on or after 01 January 2026 or later periods

Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice and to include new requirements not only for financial institutions but also for corporate entities. These amendments:

clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets)
- update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

The amendments to IFRS 9 and IFRS 7 will be effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted. The Group does not expect these amendments to have a material impact on its operations or financial statements.

4.2

Standards and interpretations issued but not yet effective (continued) Presentation and Disclosure in Financial Statements - IFRS 18

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods

beginning on or after 1 January 2027. The new standard introduces the following key new requirements:

Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present newly-defined operating profit subtotal. Entities' net profit will not change.
disclosures about management-defined performance measures (MPMs) in the financial statements. MPMs are subtotals of income and expenses used in public communications to communicate management's view of the Company's financial performance.
disclosures of information based on enhanced general requirements on aggregation and disaggregation. In addition, specific requirements to disaggregate certain expenses, in the notes, will be required for companies that present operating expenses by function in the income statement.
The amendments are effective for annual reporting periods beginning on or after 1 January 2027. Upon adoption, the Company will change the extent of information disclosed in the notes to the financial statements to include management defined performance measures. The Group and Company will also change the aggregation and disaggregation of certain expenses in the note to the financial statements. However, the standard is not expected to impact on the measurement of items reported in the financial statements. The Company does not plan to adopt the standard earlier than the effective date.
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
IFRS 19, which permits eligible subsidiaries to apply reduced disclosure requirements while applying the recognition, measurement and presentation requirements in IFRS Accounting Standards.
The eligibility criteria are:
- the entity is a subsidiary (as defined in Appendix A of IFRS 10 Consolidated Financial Statements);
- the entity does not have public accountability
- the entity has an ultimate or intermediate parent that produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.
An intermediate parent that does not have public accountability and meets the above eligibility conditions is permitted to apply IFRS 19 in its separate financial statements even if it does not apply IFRS 19 in its consolidated financial statements.
An entity has public accountability if:
- its debt or equity instruments are traded in a public market or it is in the process of issuing such instruments for trading in a public market.
- it holds assets in a fiduciary capacity for a broad group of outsiders as one of its primary businesses.

The standard is effective for annual reporting periods beginning on or after 1 January 2027. The standard is not expected to have impact on the Company's financial statements.

Annual Improvements to IFRS Accounting Standards - Volume 11

This contains amendments to five standards as result of the IASB's annual improvements project. The amendments are effective for annual reporting periods beginning on or after 1 January 2026.

Amendments to:

IFRS 1 First-time Adoption of International Financial Reporting Standards;

IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7; IFRS 9 Financial Instruments;

IFRS 10 Consolidated Financial Statements; IAS 7 Statement of Cash flows

Group Company

In thousands of Naira March

2026

March March 2025 2026

March 2026

March 2025

5	Cash and cash equivalents
	Cash	17	-	-	-
	Bank balances	29,878	39,519	22,175	9,655
	Short-term deposits (including demand and time deposits)	1,265,031	621,405	41,000	381,373
		1,294,925	660,924	63,175	391,028

Cash and cash equivalents comprise balances with less than three months maturity from the date of acquisitions, including cash in hand, deposits held at call with other banks and other short-term highly liquid investments with original maturities less than three months.
The carrying amounts disclosed above reasonably approximate fair value at the reporting date.
All bank balances and money market placements are assessed to have low credit risk at each reporting date as they are held with reputable financial institutions.

Loans and advances to customers

Term loan 864,725 946,262 - -

Impairment Allowance (338,189) - - -

526,536 946,262 - -

Sectorial Analysis of loans and advances to customers

Agriculture - 26,214 -

Finance 261,641 - -

Trade and commerce 317,531 20,979 -

Real estate and construction 19,520 41,696 -

Health and Hospitality	90,608		-	-
Technology and Communication	65,872		-	-
Education	93,147		264,854	-
Others	16,406		501,176	-
	864,725	-	- 854,919	-

Analysis of loans and advances to customers by maturity
1-30 days 91,993 - -
31-60 days 1,166 - -
61-90 days - - -
91-180 days 114,317 - -
181-360 days 22,180 - -
Over 360 days 635,069 - -
864,725 - - -
Analysis of loans and advances to customers by collateral
Otherwise secured 864,725 - -
Not secured - - -
864,725 - - -
Group Company
In thousands of Naira March
2026
March March 2025 2026
March 2026
March 2025
6 Loans and advances to customers (continued)
The movements in impairment allowance on loans and advances to customers is analyzed below;

	At 1 January	864,725	-	-	-
	Impairment charge recognised during the year	(338,189)	946,262	-	-
		338,189	946,262	-	-
	Within one year More than one year	526,536 -	-
		526,536	-	-	-
7	Advances under finance lease
	Gross investment in finance lease	69,556	74,305	-	-
	Impairment allowance (see note 7(a) below)	(53,835)	(43,916)	-	-
		15,721	30,389	-	-

Analysis of advances under finance lease by maturity

1-30 days 18,036 - -

31-60 days 2,113 - -

61-90 days 9,707 - -

91-180 days 2,000 - -

181-360 days - - -

Over 360 days 37,700 - -

- 69,556 - - -

The movements in impairment allowance on advance under lease is analyzed below;

At 1 January		43,916	15,560	-	-
	Impairment charge recognised during the year	9,919	28,356	-	-
		53,835	43,916
	Within one year	69,556	74,305
	More than one year	-
		69,556	74,305	-	-
8	Trustee Assets
(a)	The movements in trustee assets is analyzed below; At 1 January	451,154	203,828	451,154	203,828
	Additions Impairment allowance provision	- (338,138)		- (338,138)
	At 31st December	113,015	203,828	113,015	203,828
	Within one year	-		-
	More than one year	113,015	203,828	113,015	203,828
		113,015	203,828	113,015	203,828

Trustee Assets represents funds under management held in trust by Royal Exchange PLC (Trustees) on behalf of beneficiaries.

In thousands of Naira	Group March	March	Company March	March
	2026	2025	2026	2025
9 Investment securities
Fair value through profit or loss (FVTPL) (see note 9(a) below)	108,721	68,210	8,158	1,711
Amortised cost (see note 9(b) below)	1,388,786	4,386	1,388,786	4,386
At 31 December	1,497,507	612,163	1,396,944	6,097
Within one year	-	331,210	8,158	4,386
More than one year	1,497,507	280,953	1,388,786	1,711
	1,497,507	612,163	1,396,944	6,097
(a) Fair value through profit or loss (FVTPL)
Listed equities	100,563	68,210	8,158	1,711
	100,563	68,210	8,158	1,711
(b) Amortised cost
Treasury bills	-	4,386	-	165,906
Managed Funds	1,388,786	-	1,388,786	-
	1,388,786	4,386	1,388,786	165,906
10 Investment in subisidiaries
Royal Exchange Finance Company Limited	-	-	591,501	551,048
Dot HMO Limited	-	-	-	-
Royal Exchange Microfinance Bank Limited	-	-
	-	-	591,501	551,048
Allowance for Impairment	-	-	-	-
	-	-	591,501	551,048
(a) Movement in gross investment in subsidiaries
At 1 January	-	-	591,501	509,389
Additional Investment in Subsidiaries	-	-	-	41,659
At 31 December	-	-	591,501	551,048
(b) Investment in Associate
At 1 January	7,549,412	6,616,939	7,549,412	6,616,939
Additional investment during the year (note 12)			-
Disposal within the year (note 12)		-		-
Share of current year result recognised in profit or loss (note 12)	62,655	437,326	62,655	437,326
	7,612,067	7,054,265	7,612,067	7,054,265

Group

In thousands of Naira March

2026

March 2025

Company March

2026

March 2025

This represents the Group's investment in Royal Exchange General Company Limited (REGIC) now REX insurance, Royal Exchange Microfinance Bank Limited (REMFB) and Dot HMO Limited. The Associated companies are registered Nigerian companies involved in general insurance business, health insurance and financing of micro and small enterprises, representing 39.21% (2024: 39.21%) equity interest in REGIC and 30% (2024: 30%) equity interest in REMFB; 29.84% (2024: 29.84%) equity interest in DotHMO. REGIC became an associate company of the Group in September of 2021 following the acquisition of a minority stake by Afrinvest, a leading Pan-African asset management platform covering Private Equity, Venture Capital, and Private Credit while DotHMO and REMFB became an associate in December, 2021 following the acquisition of 70% stake in REMFB by Tech Partners a leading technology Company.

The subsidiary companies comprise of the following:
Name of Entity
Royal Exchange Finance Company Limited (ii)
Nature of
business 31-Mar-26
Credit
Financing 99.90
The subsidiary is incorporated in Nigeria and its wholly owned by Royal Exchange Plc.
This represents the Company's 99.9% (2024: 99.9%) shareholdings in Royal Exchange Finance Company Limited, a Nigerian registered company involved in the business of finance, financial advisory, fund management, leasing and investment management.

Notes to the Consolidated and Separate Financial Statements

10(b) The condensed financial data of the consolidated entities as at 31st March 2026, are as follows:

Condensed statement of profit or loss for period ended 31st March 2026

In thousands of Naira	Group balances	Elimination entries	Gross amount	Royal Exchange Plc	Royal Exchange Finance Company Ltd.
Share of Profit/(loss) on investment in associate	62,655	-	62,655	62,655	-
Write-back/(charge) of impairment allowance -		-	-	-	-
Investment and other income 3,518		-	3,518	3,518	-
Net Interest Income 15,067		-	15,067	-	15,067
Net fair value gain or loss on financial assets 26,348		-	-	-	-
Other operating income 15,725		-	15,725	11,132	4,593
Net income 123,314		-	123,314	77,305	19,660
Total expenses (156,757)		-	(156,757)	(113,193)	(43,564)
Profit/(loss) before tax (33,444)		-	(33,444)	(35,888)	(23,903)
Income tax expense		-	-	-
Profit/(loss) after taxation (33,444)		-	(33,444)	(35,888)	(23,903)
Condensed Statement of financial position as at 31st March 2026 Group		Consolidation	Gross	Royal	Royal Exchange Finance Company
In thousands of Naira balances		entries	amount	Exchange Plc	Ltd.
ASSETS Cash and cash equivalents 70,895		-	70,895	63,175	7,720
Loans and advances to customers 526,536			526,536	-	526,536
Advances under finance lease 15,721			15,721	-	15,721
Financial assets 1,497,507		-	1,497,507	1,396,944	100,563
Investment in subsidiaries -		(591,501)	591,501	591,501	-
Other receivables and prepayments 1,891,172			1,891,179	553,032	1,338,147
Investment in associates 7,584,008		-	7,584,008	7,584,008	-

Notes to the Consolidated and Separate Financial Statements

Property and equipment	157,482		157,482	146,172	25,594
Trustee Assets	113,015	-	113,015	113,015	-
Deposit for shares	39,000		39,000	39,000	-
Total assets	11,895,336	(591,501)	12,486,844	10,486,847	2,014,281
LIABILITIES Other liabilities	4,303,606		4,303,604	2,538,223	1,765,380
Trustee Liabilities Current income tax liabilities	545,861 -	- -	545,861 -	545,861	- -
Total liabilities	4,849,467	-	4,849,465	3,084,085	1,765,380
EQUITY Share capital	4,133,349	(300,000)	4,433,349	4,133,349	300,000
Share premium	2,690,936	(559,914)	3,250,850	2,690,936	559,914
Risk asset reserve	416,481	-	647,502	-	647,502
Retained earnings	(121,313)	485,151	(634,525)	624,001	(1,258,526)
Other component of equity	(45,524)	-	(45,524)	(45,524)	-
Capital and reserves attributable to owners	7,073,929	(374,763)	7,651,653	7,402,763	248,891
Non-controlling interests	-	-	-	-	-
Total Equity	7,073,929	(374,763)	7,651,653	7,402,763	248,891
Total equity & liabilities	11,923,396	(374,763)	12,501,117	10,486,847	2,014,270

The condensed financial data of the consolidated entities for the period ended March 2025, are as follows

Condensed statement of profit or loss for the period ended 31st March 2025

Royal Exchange

In thousands of Naira

Group balances

Elimination

entries

Gross amount

Royal Exchange Plc

Finance Company

Ltd.

Share of (loss) on investment in associate	828,025	-	828,025	828,025	-
Write-back/(charge) of impairment allowance	36,687	-	36,687	(24,495)	63,182
Investment and other income	492,458	-	492,458	385,645	106,813
Net interest Income	246,058	-	246,058	162,391	83,667

Net fair value gain or loss on financial assets 7,529 - 7,529 (1,729) 9,258

Notes to the Consolidated and Separate Financial Statements

Other operating gain		1,072		1,072	1,072	-
Net income		1,613,829	-	1,613,829	1,350,908	262,921
Total expenses		(584,791)	-	(584,791)	(287,705)	(297,086)
Profit/(Loss) before tax		1,029,038	-	1,029,038	1,063,203	(34,165)
Minimum tax		(4,676)	-	(4,676)	(2,919)	(1,757)
Income tax expense		(18,459)	-	(18,459)	(18,459)	-
Profit/(Loss) after taxation		1,005,903	-	1,005,903	1,041,825	(35,922)
Condensed Statement of financial position	as at 31st December 2024
		Group	Consolidation	Gross	Royal	Royal Exchange Finance Company
In thousands of Naira		balances	entries	amount	Exchange Plc	Ltd.
ASSETS
Cash and cash equivalents		1,157,687	-	770,863	717,818	53,045
Due from other financial institutions		-	-	386,824	-	386,824
Loans and advances to customers		823,470	-	823,470	-	823,470
Advances under finance lease		31,912	-	31,912	-	31,912
Financial assets		200,268	-	200,268	1,638	198,630
Investment in subsidiaries		-	(551,048)	551,048	551,048	-
Other receivables and prepayments		111,515	-	111,515	44,348	67,166
Investment in associates		6,616,938	-	6,619,938	6,619,938	-
Property and equipment		20,455		20,455	1,772	18,684
Intangible assets		1	-	1	-	1
Trustee Assets		203,828	-	203,828	203,828	-
Deposit for shares		39,000		39,000	39,000
Total assets		9,205,074	(551,048)	9,759,122	8,179,390	1,579,732
LIABILITIES
Borrowings		1,121,787	-	1,121,787	-	1,121,787
Other liabilities		1,254,378	-	1,254,378	1,198,298	56,081
Finance Lease Obligations		168	-	168	168	-
Trustee Liabilities		541,967	-	541,967	541,967	-

Notes to the Consolidated and Separate Financial Statements

Current income tax liabilities	30,827	-	30,827	24,342	6,485
Total liabilities	2,949,127	-	2,949,127	1,764,775	1,184,353
EQUITY Share capital	4,133,349	(259,547)	4,392,896	4,133,349	259,547
Share premium	2,690,936	(559,914)	3,250,850	2,690,936	559,914
Contingency reserve	416,482	-	416,482	-	416,482
Retained earnings	(939,296)	268,413	(1,207,709)	(367,146)	(840,564)
Other component of equity	(45,524)	-	(45,524)	(45,524)	-
Capital and reserves attributable to owners	6,255,947	(551,048)	6,806,995	6,411,615	395,379
Non-controlling interests	-	-	-	-	-
Total equity	6,255,947	(551,048)	6,806,995	6,411,615	395,379
Total equity & liabilities	9,205,074	(551,048)	9,756,122	8,176,390	1,579,732

Royal Exchange PLC Financial Statements for the year ended 31 March 2026 Together with Directors' and Independent Auditor's Reports

Notes to the Consolidated and Separate Financial Statements

Group Company

In thousands of Naira	March	2026	March	March	March
			2025	2026	2025
11 Other receivables and prepayment Intercompany receivables (see note 11(a))		155,536	9,489	155,536	9,431
Accrued investment income (see note 11(b))		32,309	40,981	32,309	14,359
Other receivables			75,256		70,438
Prepayments and other assets (see note 11(c))		535,189	37,265	405,793	5,250
			-		0
		723,034	162,991	593,638	99,479
Impairment on other receivables (see note 11(d))		(55,892)	(43,909)	(40,606)	(45,465)
		667,142	119,082	553,032	54,014
Within one year		643,351	95,291	529,242	30,223
More than one year		23,790	23,790	23,790	23,790
		667,142	119,082	553,032	54,013
(a) Due from related parties
Royal Exchange Microfinance Bank Limited		-	1,260	-	1,260
Dot HMO Limited		155,536	9,489	155,536	9,489
		155,536	10,749	155,536	10,749
(b) Accrued investment income
Investment income		32,309	33,845	32,309	33,732
		32,309	33,845	32,309	33,732

Accrued investment income represents interest income earned but not yet received as at the reporting date. This mainly relates to interest on fixed deposits, treasury bills, and other interest-bearing financial instruments held by the company as part of its investment portfolio.The accrued investment income is recognized on a time-proportion basis, using the effective interest method in accordance with IFRS 9 - Financial Instruments. The amount reflects income that has been earned up to the reporting date but will be received in subsequent periods.

(c ) Other receivables
Prepayment	135,411	52,414	95,944	6,000
Unearned income	25,530	14,486	-	-
Other fees receivable	12,361	16,910	12,361	-
Withholding tax receivables	324,261	8,090	297,434	6,642
Trustee fees receivable	55	1,001	55	1,001
Total Interest receivables	-	99	-	99
Other assets	37,570	45,660	-	42,586
	535,189	138,660	405,793	56,328

Other receivables represent Intercompany receivables from related parties, accrued investment income, outstanding WHT Credit notes in relation to transactions executed during the group structure era. Other assets represent a historical balance during the old group structure era.

(d) Impairment allowance on other receivables

The movements in impairment allowance on other receivables is analysed below;

At 1 January	(55,892)	(73,831)	(40,606)	(73,831)
Allowance made during the year	-	10,791	-	26,077
	(55,892)	(63,040)	(40,606)	(47,754)

The impairment allowance on other receivables represents impairment on WHT receivable, Data Centre relocation account and Software. These were historical balances from the group structure era, which are no longer relevant in the current year under review.

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