Royal Exchange PlcNSENG: ROYALEX

Quarter 2 - financial statement for 2025

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Royal Exchange Plc (RC:6752)

Consolidated and Seperate Unaudited Financial Statements For the year ended 30th June 2025

Contents Page

Free 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 2025

30-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

Consolidated and Separate Statements of Financial Position

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 Income

Group

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 - Parent

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 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

  1. 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 -

    1. 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

      -

      1. 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 -

      2. 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 -

  2. 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 -

  3. Trustee Assets

    1. 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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