Royal Exchange Plc (RC:6752)
Consolidated and Seperate Unaudited Financial Statements For the year ended 30th June 2025
Contents PageFree Float Report 4
Results at Glance 5
Consolidated Statements of Financial Position 6
Consolidated Statement of Profit or Loss and Other Comprehensive Income 8
Statement of Changes in Equity 10
Consolidated Statements of Cashflows 13
Notes to the Consolidated financial statements 15-30
Other National Disclosures 31
Value added statement 33
Five Year Financial summary 34
ROYAL EXCHANGE PLC
Shareholding Structure/Free Float Status
Description | 30-Jun-25 | Description | 30-Jun-24 | ||
Units | Percentage | ||||
Issued Share Capital | 8,266,698,940 | 100.00% | 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 | 1,577,399,535 19.08% Dantata Investment & Securities Co. Ltd | 965,804,337 | 11.68% | ||
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 | 5,757,368,304 | 69.65% | Total Substantial Shareholdings | 5,645,773,106 | 68.30% |
Details of Directors Shareholdings (direct and indirect), excluding directors' holding substantial interests | |||||
[Name(s) of Directors] | - | 0.00% | [Name(s) of Directors] Mr. Kenny Ezenwani Odogwu (Indirect_Representin | ||
Mr. Kenny Ezenwani Odogwu (Indirect_Representing Spennymoor Limited) | - | 0.00% | |||
Chief Anthony Ikemefuna Idigbe (SAN) (Indirect_Representing Punuka Investment Limited ) | 103,510,716 | 1.25% | Chief Anthony Ikemefuna Idigbe (SAN) (Indirect_Rep | 103,510,716 | 1.25% |
Alhaji Ahmed Rufa'i Mohammed (Direct) | - | 0.00% | Alhaji Ahmed Rufa'i Mohammed (Direct) | - | 0.00% |
Mr. Adeyinka Ojora (Direct) | 7,374,739 | 0.09% | Mr. Adeyinka Ojora (Direct) | 7,374,739 | 0.09% |
Mr. Adeyinka Ojora (Indirect_ Representing Phoenix Holdings Limited) | 340,965,679 | 4.12% | Mr. Adeyinka Ojora (Indirect_ Representing Phoenix | 340,965,679 | 4.12% |
Mr. Hewett Benson (Direct) | - | 0.00% | Mr. Hewett Benson (Direct) | - | 0.00% |
Total Directors' Shareholdings | 451,851,134 | 5.47% | 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 | 5,637,604 | 0.07% | Gombe State Government | 5,637,604 | 0.07% |
Total of Other Influential Shareholdings | 5,637,604 | 0.07% | Total of Other Influential Shareholdings | 5,637,604 | 0.07% |
Free Float in Unit and Percentage | 2,051,841,898 | 24.82% | Free Float in Unit and Percentage | 2,163,437,096 | 26.17% |
Free Float in Value | ₦ 2,257,026,088 | Free Float in Value | ₦1,384,599,741.44 | ||
Declaration:
B) Royal Exchange Plc with a free float percentage of 26.17% as at June 30, 2024, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
A) Royal Exchange Plc with a free float percentage of 24.82% as at June 30, 2025, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
3
ROYAL EXCHANGE PLC(GROUP) GROUP'S RESULTS AT A GLANCE FOR YEAR ENDED 30TH JUNE 202530-Jun-25 | 30-Jun-24 | % | |
EARNED INCOME | 1,713,671 | 996,870 | 72 |
(PROFIT)/LOSS BEFORE TAX | 1,514,789 | 781,161 | (94) |
TAX FOR THE YEAR | - | - | |
(PROFIT)/LOSS AFTER TAX | 1,514,789 | 781,161 | (94) |
SHARE CAPITAL | 4,133,349 | 4,133,349 | 0 |
SHAREHOLDERS' FUND | 8,241,439 | 6,220,248 | 32 |
PROFIT/(LOSS) PER SHARE (NAIRA) - BASIC | 0.37 | 1 | 45 |
STOCK EXCHANGE QUOTATION (NAIRA) | 1.10 | 0.64 | 72 |
Unaudited Group | Audited | Unaduited Company | Audited | |||
June | June | June | June | |||
In thousands of Naira | Note | 2025 | 2024 | 2025 | 2024 | |
ASSETS | ||||||
Cash and cash equivalents | 5 | 1,050,435 | 470,711 | 397,787 | 904,366 | |
Loans and advances to customers | 6 | 1,304,368 | 1,051,873 | - | - | |
Advances under finance lease | 7 | 43,443 | 51,510 | - | - | |
Investment securities: | ||||||
Measured at Fair Value Through Pro | 9(a) | 196,291 | 49,985 | 26,000 | 8,385 | |
Amortized Cost | 9(c) | 0 | - | - | - | |
Investment in subsidiaries | 10 | - | - | 551,048 | 509,389 | |
Other receivables and prepayments | 11 | 102,762 | 196,039 | 57,453 | 154,416 | |
Investment in associates | 10b | 8,169,986 | 5,728,913 | 8,169,986 | 6,702,083 | |
Property and equipment | 13 | 26,102 | 14,531 | 9,867 | 1,993 | |
Trustee Assets | 8 | 203,828 | 485,695 | 203,828 | 485,695 | |
Deposit for shares | 12(c ) | 39,000 | 39,000 | 39,000 | 39,000 | |
Total assets | 11,136,215 | 8,088,257 | 9,454,969 | 8,805,326 | ||
LIABILITIES | ||||||
Borrowings | 18 | 1,302,385 | 1,817,226 | - | 634,420 | |
Other liabilities | 15 | 1,031,773 | 1,728,144 | 886,738 | 1,230,553 | |
Finance Lease Obligation | 20(b) | 15,728 | 168 | - | 16,059 | |
Trustee Liabilities | 16 | 541,966 | 506,783 | 541,966 | 506,783 | |
Current income tax liabilities | 19(b) | 2,924 | 237,847 | 2,924 | 235,558 | |
Employees benefit liability | 14(a) | - | 4,515 | - | 975 | |
Deposit for Shares | - | 1,985 | - - | |||
Total liabilities | 2,894,776 | 4,296,668 | 1,431,629 | 2,624,348 | ||
EQUITY | ||||||
Share capital | 21 | 4,133,349 | 2,572,685 | 4,133,349 | 4,133,349 | |
Share premium | 22 | 2,690,936 | 2,690,936 | 2,690,936 | 2,690,936 | |
Regulatory risk reserves | 23 | 416,481 | 599,536 | - | - | |
Retained earnings | 24 | 1,046,196 | (2,026,044) | 1,244,578 | (597,787) | |
Other component of equity | 25 | (45,524) | (45,524) | (45,524) | (45,524) | |
Other reserve | - | - | ||||
Capital and reserves attributable to owners | 8,241,439 | 3,791,589 | 8,023,340 | 6,180,974 | ||
Non-controlling interests | 35( d ) | - | - | |||
Total Equity | 8,241,439 | 3,791,589 | 8,023,340 | 6,180,974 | ||
Total equity & liabilities | 11,136,215 | 8,088,257 | 9,454,969 | 8,805,326 | ||
The annual reports and financial statements on pages 37 to 76 was approved by the Board of Directors on 26th June, 2025 and signed on its behalf by:
Kenny Odogwu | Korede Akinola | Idu Okeahialam |
Chairman | Chief Financial Officer | Managing Director |
(FRC/2013/NBA/00000004195) | (FRC/2025/PRO/ICAN/001/233256 | FRC/2021/003/00000022487 |
The statement of significant accounting policies and the accompanying notes form an integral part of these financial statements.
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive IncomeGroup | Company | ||||
Unaudited | Audited | Unaudited | Audited | ||
Note | 30-Jun-25 | 30-Jun-24 | 30-Jun-25 | 30-Jun-24 | |
₦ '000 | ₦ '000 | ₦ '000 | ₦ '000 | ||
Interest Income | 26 | 220,225 | 168,683 | 53,302 | 32,254 |
Fee and Commission | 26 | 37,191 | - | - | - |
Interest Expense | 26 | (96,794) | (86,395) | - | (6,295) |
Net Interest Income | 160,622 | 82,288 | 53,303 | 25,959 | |
Investment and other income | 27 | - | - | - | - |
Share of profit/loss on investment in associate | 12 | 1,553,048 | 913,170 | 1,553,048 | 913,170 |
Net fair value gain or loss on financial assets | 28 | - | (7,905) | - | (5,052) |
(Charge)/write-back of impairment allowance | 29 | - | - | - | - |
Other operating income | 30 | - | 9,317 | 1,027 | |
Net Income | 1,713,671 | 996,870 | 1,606,351 | 935,104 | |
Administartive Expenses | 32 | (198,881) | (215,709) | (88,594) | (135,711) |
Total expenses | (198,881) | (215,709) | (88,594) | (135,711) | |
Profit/(loss) before tax | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Minimum tax | 19(a) | - | - | - | |
Income taxes | 19(a) | - | - | - | - |
Profit/(loss) after taxation from continuing operations | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Discontinued operations: | |||||
Profit/(loss) after taxation from discontinued operations | - | - | - | - | |
Profit/(loss) after taxation for the year | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Profit/(Loss) is attributable to: | |||||
Owners of Royal Exchange Plc | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Non-controlling interest | - | - | - | - | |
1,514,789 | 781,161 | 1,517,757 | 799,393 | ||
Other comprehensive income, net of tax | |||||
Total other comprehensive income, net of tax | - | - | - | - | |
Total comprehensive income for the period | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Total comprehensive income attributable to: | |||||
Owners of Royal Exchange Plc | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Non-controlling interest | - | - | - | - | |
1,514,789 | 781,161 | 1,517,757 | 799,393 | ||
Total comprehensive income for the period attributable to owners of Royal Exchange Plc arising from: | |||||
Continued operations | 1,514,789 | 781,161 | 1,517,757 | 799,393 | |
Loss for the year from Discontinued operations | - | - | - | - | |
Gains/(Loss) on disposal of Subsidiary | |||||
1,514,789 | 781,161 | 1,517,757 | 799,393 | ||
Profit/(Loss) per share - Basic and diluted (kobo) | 0.37 | 0.30 | 0.37 | 0.25 | |
The statement of significant accounting policies and the accompanying notes form an integral part of these financial statements.
In thousands of Naira
Share Capital Share Premium Retained Earnings
Regulatory risk reserve
Other components of equity Other
Component of Equity
Total
Equity attributable to Non-controlling Parent's Shareholders Interests
Consolidated and Separate Statements of Changes in Equity - Group
At 1 January 2025 | 4,133,349 | 2,690,936 | (939,296) | 416,481 | (45,524) | 6,255,946 | 6,255,946 | - |
Prior year adjustment Additions during the year | - | 470,703 - | 470,703 - | 470,703 - | ||||
Other comprehensive income in the year | - | - | - | - | - | - | - | - |
Transfers within equity | - | - | - | - | - | - | - | |
Profit/(Loss) for the year | - | - | 1,514,789 | - | - | 1,514,789 | 1,514,789 | - |
- | - | |||||||
Total Shareholder's Funds | 4,133,349 | 2,690,936 | 1,046,196 | 416,481 | (45,524) | 8,241,438 | 8,241,438 | - |
Retained earnings | - | - | - | - | - | - | - | |
Balance as at June 2025 | 4,133,349 | 2,690,936 | 1,046,196 | 416,481 | (45,524) | 8,241,438 | 8,241,439 | - |
Statement of Changes in Equity At 31st June 2024 Group | ||||||||
In thousands of Naira | Other component of equity | |||||||
Share Capital Share Premium Retained Earnings
Regulatory risk reserve
Other Component of Equity
Total
Equity attributable to Parent's Shareholders
Non-controlling Interests
At 1 January 2024 | 2,572,685 | 2,690,936 | (3,612,013) | 599,536 | (45,524) | 554,012 | 2,205,620 | - |
- | ||||||||
Profit/(Loss) for the year | - | - | 1,585,969 | - | - | 1,585,969 | - | |
- | ||||||||
Total comprehensive income | 2,572,685 | 2,690,936 | (2,026,044) | 599,536 | (45,524) | 554,012 | 3,791,589 | - | |
Balance as at June 2024 | 2,572,685 | 2,690,936 | (2,026,044) | 599,535 | 554,013 | 3,791,589 | - |
Total Equity
6,255,946
470,703
-
-
-1,514,789
-
8,241,438
-
8,241,438
Total Equity
2,205,620
1,585,969
3,791,589
3,791,589
Consolidated and Separate Statements of Changes in Equity - ParentOther Component of Equity | |||
Share Capital Share Premium Retained Earnings In thousands of Naira | Actuarial Gain/Loss Reserve | Other Component of Equity (Total) | Equity attributable to Non-controlling Parent's Shareholders Interests |
At 1 January 2025 4,133,349 2,690,936 (367,146) (45,524) (45,524) 6,411,615 -
Additions during the year Prior year adjustment Profit for the period | - - - | - - | 93,969 1,517,757 | - - | - - | -93,969 1,517,757 | - - |
Total comprehensive income | 4,133,349 | 2,690,936 | 1,244,580 | (45,524) | (45,524) | 8,023,341 | - |
Transactions within equity: | |||||||
Balance as at June 2025 | 4,133,349 | 2,690,936 | 1,244,580 | (45,524) | (45,524) | 8,023,340 | - |
Statement of Changes in Equity
At 30th June 2024
Company
Other Component of Equity | |||
Share Capital Share Premium Retained Earnings In thousands of Naira | Actuarial Gain/Loss Reserve | Other Component of Equity (Total) | Equity attributable to Non-controlling Parent's Shareholders Interests |
At 1 January 2024 2,572,685 2,690,936 (1,408,972) (45,524) (45,524) 3,809,125 -
Transfer from right issue Profit for the period | 1,560,664 - | - - | 11,792 799,393 | - - | - - - | 1,560,664 11,792 799,393 | - - |
Total comprehensive income | 4,133,349 | 2,690,936 | (597,787) | (45,524) | (45,524) | 6,180,974 | - |
Transactions within equity: Dividend paid | - | - | - | - | - | - | - |
Balance as at June 2024 | 4,133,349 | 2,690,936 | (597,783) | (45,524) | (45,524) | 6,180,974 | - |
Total Equity
6,411,615
-93,969
1,517,757
8,023,341
8,023,341
Total Equity
3,809,125
1,560,664
11,792
799,393
6,180,974
-
6,180,974
Consolidated and Separate Statements of Cash Flows | ||||
Unaudited | Audited | Unaduited | ||
Notes | Group | C | ||
Jun-25 | Jun-24 | Jun-25 | ||
₦ '000 | ₦ '000 | ₦ '000 | ||
Profit/(loss) for the year | 1,514,789 | (206,218) | 1,517,757 | |
Add: Minimum tax | - | 2,963 | - | |
Add: Income tax | 28(a) | - | 1,267 | - |
Profit before taxes | 1,514,789 | (201,988) | 1,517,757 | |
Adjustments for: | ||||
Charge/(write-back) of impairment allowance | - | 17,108 | - | |
Depreciation on property and equipment | (3,281) | 6,466 | 399 | |
Depreciation on Right of Use Asset | - | (942) | - | |
Amortization of intangible assets | - | - | ||
Profit/(Loss) on disposal of property and equipment | - | - | - | |
Fair value gain/(loss) on FVTPL Investment securities | - | - | - | |
Share of loss/(profit) of associate | (1,553,048) | (591,546) | (1,553,048) | |
Non-cash movement in current tax liabilities | - | - | ||
Adjustment to contingency reserve Adjustment to retained earnings | -470,703 | - | -93,969 | |
429,163 | (770,901) | 59,078 | ||
Changes in working capital: | ||||
Loans and advances to customers | 5(ix) | 252,495 | (355,927) | - |
Advance under finance lease | 6(ix) | 8,067 | 16,921 | - |
Trade receivables | - | - | ||
Other assets | - | 44,526 | ||
Changes in Trustee Assets | 8a | - | - | - |
Deferred acquisition cost | - | |||
Other receivables and prepayment | 93,277 | 16,931 | 96,962 | |
Other liabilities | 15 | (696,371) | (66,916) | (343,814) |
Tax Expense | - | (438) | - | |
Changes in unearned premium | - | - | - | |
Changes in provision for outstanding claims Changes in employee retirement benefits | - - | (41,181) - | ||
86,631 | (1,156,987) | (187,774) | ||
Income tax paid | 19(b) | (9,359) | - | (9,359) |
Employee benefits paid Interest expense paid | - | - - | - - | |
Net cash used by operating activities | 77,272 | (1,156,987) | (197,133) | |
Cash flows from investing activities: | ||||
Jun-25 | Jun-24 | Jun-25 | ||
₦ '000 | ₦ '000 | ₦ '000 | ||
Purchases of property and equipment | 13 | (9,037) | (3,134) | (9,322) |
Investment in Associate | - | 9,088 | - | |
Additional investment in associates | 12a | - | - | - |
Additional investment in subsidiary | - | 56,815 | ||
Dividend received | - | (113,987) | - | |
Trustee Assets | 15 | (281,867) | (281,867) | |
Rent received | - | - | ||
Net interest received | 26 | 22,089 | - | |
Share of loss/(profit) of associate Fair value gain/(loss) on FVTPL investment securities | - - | -12,583 | - | |
Net cash generated by/(used by) investing activities | (290,904) | (16,546) | (291,189) | |
Cash flows from financing activities: | ||||
Repayment of borrowings | (738,391) | 1,975,588 | (645,069) | |
Proceeds from new borrowings | - | 63,839 | - | |
Repayment of finace lease | 15,560 | 1,530 | - | |
interest paid on borrowings | - | (922,431) | ||
Right issues | 1,560,664 | 1,560,664 | ||
Trustee liabilities | 35,183 | 35,183 | ||
Unclaimed dividend paid | (79,662) | (82,854) | (79,662) | |
Net generated from financing activities | 793,355 | 1,035,671 | 871,116 | |
Cash and cash equivalent at beginning of year | 470,711 | 608,573 | 904,366 | |
Adjustment on disposal of subsidiaries | ||||
Effect of exchange rate flunctuations on cash and cash equivalents | - | - | - | |
Net increase in cash and cash equivalent | 579,724 | (137,862) | 382,794 | |
Cash and cash equivalent at end of the year | 5 | 1,050,435 | 470,711 | 1,287,159 |
ompany
Audited
Jun-24
₦ '000
799,393
-
-
799,393
-(267)
-
-
-(5,052)
(591,546)
-2,537,810
2,740,338
-
-
-
-
-19,929
(1,479,047)
-
-
-
1,281,220
-
-535,756
1,816,976
Jun-24
₦ '000
(185)
9,088
60,000
-32,254
-(25,959)
(913,170)
(15,071)
(853,044)
(115,628)
205,271
831
(70,256)
(94,780)
(74,562)
14,995
-889,371
904,366
Notes to the Accounts
5 Cash and cash equivalents In thousands of Naira | Group | Comp | ||||
June | June | June | ||||
2025 | 2024 | 2025 | ||||
Cash | 1,790 | - | ||||
Bank balances | 49,277 | 740,820 | 10,034 | |||
Short-term deposits (including demand and time deposits) | 579,108 | 759,954 | 296,000 | |||
Commercial Papers | 422,049 | 295,581 | ||||
Write back/(charge) of impairment allowance on Short term deposits | - | - | ||||
At 30th June 2025 | 1,050,435 | 1,502,564 | 601,615 |
(i)
"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 short-term highly liquid investments with original maturities less than three months".
(ii) 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.
(iii)
Group Comp
June June June
2025 2024 2025
Loans and advances to customers
In thousands of Naira
Term loan 1,304,368 1,051,873 -
Impairment Allowance - - -At 30th June 2025 1,304,368 1,051,873 -
Sectorial Analysis of loans and advances to customers
In thousands of Naira
Group
Comp
June
June
June
2025
2024
2025
Agriculture
2,027
26,214
-
Finance
154,161
-
Manufacturing
544,881
20,979
-
Trade and commerce
19,520
22,132
-
Real estate and construction Health and Hospitality
Technology and Communication
90,608
65,872
41,696
-
-
-
-
Education
410,893
264,854
-
Others
16,406
410,062
-
At 30th June 2025
1,304,368
785,937
-
(b) Analysis of loans and advances to customers by maturity
In thousands of Naira
Group
Comp
June
June
June
2025
2024
2025
1-30 days
344,248
26,214
-
31-60 days
54,902
20,979
-
61-90 days
30,785
22,132
-
91-180 days
26,860
41,696
-
181-360 days
246,406
264,854
-
Over 360 days
601,167
499152
-
At 30th June 2025
1,304,368
875,027
-
Analysis of loans and advances to customers by collateral
In thousands of Naira
Group Comp
June June June
2025 2024 2025
Secured against real estates - -
Otherwise secured 807,771 787,524 -
Not secured 496597 87,503 -
1,304,368 875,027 -
The movements in impairment allowance on loans and advances to customers is analyzed below;
In thousands of Naira
Group Comp
June June June
2025 2024 2025
At 1 January 177,667 177,667 -
Write-off during the year - - -
Impairment allowance recognised -
during the year 186,848 -
At 30th June 2025 364,515 177,667 -
Within one year 1,304,368 785,937
More than one year - -
1,304,368 785,937 -
Advances under finance lease
In thousands of Naira
Group
June June June
2025 2024 2025
Comp
Gross investment in finance lease 43,443 101,798 -
Impairment allowance (see note 7(a) below) - (15,560) -43,443 86,238 -
Trustee Assets
The movements in trustee assets is analyzed below;
In thousands of Naira | Group | Comp | ||||
June | June | June | ||||
2025 | 2024 | 2025 | ||||
At 1 January Additions | 541,966 - | 485,695 - | 541,966 - | |||
Impairment allowance provision | (338,138) | - | (338,138) | |||
At 30th June 2025 | 203,828 | 485,695 | 203,828 | |||
Within one year | - | - | - | |||
More than one year | 203,828 | 485,695 | 203,828 | |||
203,828 | 485,695 | 203,828 |
(i)
Trustee Assets represents funds under management held in trust on behalf of Royal Exchange PLC - Trustees. The funds were held in trust for an investment in government bonds, money market securities, placements and term deposits.
any
June 2024
74
654,292
250,000
-904,366
other banks and other
any
June 2024
-
-
-
any
any
any
any
June 2024
-
-
-
-
-
-
-
-
-
-
June 2024
-
-
-
-
-
-
-
June 2024
-
-
-
-
June 2024
-
-
-
-
-
any
June 2024
-
-
-
any
June 2024
478,908
27,875
-
506,783
27,875
478,908
506,783
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