Year end - financial statement for 2025

FOR THE PERIOD ENDED 31 DECEMBER 2025

Contents Page

Corporate Information 1

Financial Highlight 4

Directors Report 5

Corporate Governance Report 7

Statement of Directors' Responsibilities 15

Certification Pursuant to Section 60 (2) of Investment and Securities Act No. 29 of 2007 16

Internal control and risk management report 17

Certificate of Management Assessment on Internal Control over Financial Reporting 19

Management Annual Assessment of and Report on the Entity's Internal Control

over Financial Reporting 21

Independent Practitioner's Report 23

Report of the Audit Committee 25

Report of the Independent Auditors 26

General Information 32

Statement of Significant Accounting Policies 34

Statement of Consolidated Financial Position 68

Statement of Profit or Loss and Other Comprehensive Income 69

Statement of Change in Equity 70

Statement of Cash Flows 72

Notes to the onsolidated Financial Statements 73

Segment information 100

Other National Disclosures

tatement of Value Added - Group 103

Statement of Value Added - Company 104

Directors Mr. Shuaibu Idris (mni) Chairman (Effective 1st January 2024) Mr. Eddie Efekoha Group CEO (Effective 1st January 2024)

Mr. Babatunde Daramola Group Chief Financial Officer (Effective 1st January 2024)

Eze (Barr.) Ben Onuora Non-Executive Director (Effective 1st January 2024) Dr. Layi Fatona Non-Executive Director (Effective 1st January 2024) Dr. Anthony Anonyai Non-Executive Director (Effective 1st January 2024) Mr. Adegbola Adesina Non-Executive Director (Effective 1st January 2024)

Mrs. Chijioke Ugochukwu Independent Non-Executive Director (Effective 1st January 2024)

Chief Sunny Obidegwu Non-Executive Director (Effective 29th April 2024)

Company Secretary Mrs. Rukevwe Falana

Consolidated Hallmark Holdings Plc 266, Ikorodu Road

Obanikoro, Lagos

Registered Office Consolidated Hallmark Holdings Plc

266, Ikorodu Road Obanikoro, Lagos

Registration Number 1901273

Corporate Head Office Consolidated Hallmark Holdings Plc

266, Ikorodu Road Obanikoro, Lagos Email: info@chiplc.com

Registrars Meristem Registrars & Probate Services Ltd 213, Herbert Macaulay Road

Adekunle, Yaba Lagos

Tel: +234 (1) 8920491-2

Lagos

Bankers Fidelity Bank Plc

First Bank of Nigeria Limited GTBank Limited

United Bank for Africa Plc Zenith Bank Plc

FCMB

Reinsurers African Reinsurers Corporation Continental Reinsurance Plc WAICA Reinsurance Corporation

Auditors PKF Professional Services

PKF House

205A, Ikorodu Road, Obanikoro Lagos, Nigeria.

Tel:+2349030001351

Website: https://www.pkf-ng.com

Actuary Becoda Consulting

7 Ibiyinka Olorunbe Close Victoria Island

Lagos

Subsidiaries

Consolidated Hallmark Insurance Ltd 266, Ikorodu Road

Obanikoro, Lagos

Hallmark Health Services Limited 264, Ikorodu Road

Obanikoro, Lagos

Hallmark Finance Company Limited Plot 33D Bishop Aboyade Cole Street Victoria Island

Lagos

CHI Life Assurance Ltd

Plot 33D Bishop Aboyade Cole Street Victoria Island

Lagos

Branch Network: Abuja

Corporate Head Office 3rd Floor,Wing B, Ulo Plaza

266, Ikorodu Road 34 Sokode Crescent

Obanikoro, Lagos Wuse Zone 5 FCT Abuja

Tel: +234-1-2912543 Tel: 09-2347965 Fax: 097804398

0700CHINSURANCE abuja@chiplc.com O7OO24467872

e-mail:info@chiplc.com website: https://www.chhplc.com

Regional Offices Victoria Is land Office

Port Harcourt Plot 33D Bishop Aboyade Cole Street

No 1, Worlu Street Victoria Island Lagos

Off Ulo Obasanjo Road Port Harcourt Tel:01-4618222

Tel: 09092861724, 09033543581 Fax 01-4618380

porthacourt@chiplc.com e-mail: info@chiplc.com website:www.chiplc.com

Aba Office Kaduna Office

4, Eziukwu Road NK 9, Constitution Road

Tel: 08180001164 Kaduna

aba@chiplc.com Tel: 08180001148

kaduna@chiplc.com

Owerri Office Akure Office

5B Okigwe Road 3rd Floor, Bank of Industry (BOI) House

Opp. Govt College Owerri Alagbaka Akure

08180001162 Tel: 08180001154

owerri@chiplc.com akure@chiplc.com

Kano Office Warri Office

17, Zaria Road 179, Jakpa Road, Effurun

Gyadi Gyadi Tel: 08180001157

Tel: 08180001146 warri@chiplc.com

kano@chiplc.com

Onitsha Office Enugu Office

41, New Market Road Onitsha 77, Ogui Road

Tel: 08180001139 Tel: 08180001142

onitsha@chiplc.com enugu@chiplc.com

Ibadan Office

1st Floor, Navada Plaza 140/142 Liberty Stadium Road Tel: 08180001152

ibadan@chiplc.com

FOR THE PERIOD ENDED 31 DECEMBER 2025

The Directors have the pleasure in submitting their report on the affairs of Consolidated Hallmark Holdings Plc for the six months period ended 31 December 2025.

LEGAL FORM

Consolidated Hallmark Holdings Plc evolved from Consolidated Hallmark Insurance Plc (now Ltd) whose history dates back to 2nd August, 1991 when it was incorporated. The Company started as an insurance company and is the product of a merger between Hallmark Assurance Plc, Consolidated Risks Insurers Ltd, and the Nigeria General Insurance Company Limited that took effect on 1st March, 2007 in line with the consolidation reform of the National Insurance Commission announced in 2005. In 2022, the Company resolved to undergo another corporate restructuring (Scheme of Arrangement). The Scheme of Arrangement was approved by a court-ordered meeting on 1st November, 2022 and sanctioned by the Federal High Court on 12th July, 2023 effectively birthing a Non-Operating Holding Company called Consolidated Hallmark Holdings Plc (CHH Plc).

CHANGE IN OWNERSHIP

There was no material change in the shareholding structure of the Group during the period under review.

DIRECTORS AS AT THE DATE OF THIS REPORT

DIRECTORS AND THEIR INTEREST

The Directors of the Company who held office during the period together with their direct and indirect interest in the share capital of the Company were as follows:

SUBSTANTIAL INTEREST IN SHARES

Below are the Shareholders who held more than 5% of the issued share capital of the Company:

DIRECTORS RESPONSIBILITIES

The Company's Directors are responsible, in accordance with the provisions of section 377 of the Companies and Allied Matters Act 2020, for the preparation of Financial Statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss and cash flows for the year and that the statements comply with the International Financial Reporting Standards, Insurance Act 2003, Bank & Other Financial Institutions Act 2020 and Companies and Allied Matters Act 2020. In doing so, they ensure that:

1. Proper accounting records are maintained.

2. Adequate internal control procedures are established which as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularity.

3. Applicable accounting standards are followed.

4. Suitable accounting policies are consistently applied.

5. Judgments and estimates made are reasonable and prudent and consistently applied.

6. The going concern basis is used unless it is inappropriate to presume that the Company shall continue in Business.

   PRINCIPAL ACTIVITIES AND BUSINESS REVIEW

   The Company act as the Holding Company for various subsidiaries providing administrative and other shared services support to the Group members.

   INTERIM DIVIDEND

   The company paid an interim dividend of N0.10K per ordinary share of 50kobo each in the course of the period of account, amounting to N1,084,000,000. Withholding tax was deducted at the time of payment.

   TRODUCTION

   The Company is unswerving in its adherence to the principles of corporate governance as enshrined in the regulatorrs' codes. The Company recognises the benefits that strict adherence to these codes afford its investors, the Company, and the financial market in Nigeria and beyond. The Company has thus, not reneged in its commitment and efforts toward ensuring full compliance with the various and similar standards required of it by its regulators.

   THE BOARD

   The Company's Board of Directors was made up of seasoned and accomplished professionals in law, petroleum, insurance, accounting and the banking industry. This assemblage of well-bred and accomplished professionals with vast experience who are very conscious of their various professional ethics and the regulated nature of the insurance business have over the years brought these experiences to bear by their robust, dispassionate and consistent review of the Company's policies.

   COMPOSITION OF THE BOARD

   The Board of CHH is made up of ten directors. The Board was made up of majorly Non-Executive Directors which makes it independent of Management and has thus, enabled the Board to carry out its oversight function in an objective and effective manner. In tandem with the Nigerian Code of Corporate Governance 2018, SEC Corporate Governance Guidelines, and International Best Practice, the positions of the Chairman and the Chief Executive Officer/Managing Director are occupied by two separate persons.

   The details of the composition of the Board are stated below:

   1	Mr. Shuaibu Idris	Chairman (Effective January 1, 2024
   2	Mr. Eddie Efekoha	Group CEO (Effective January 1, 2024)
   3	Mr. Babatunde Daramola	Group CFO (Effective January 1, 2024)
   4	Dr. Layi Fatona	Non-Executive Director (Effective January 1, 2024)
   5	Eze (Barr.) Ben Onuora	Non-Executive Director (Effective January 1, 2024)
   6	Mrs. Chijioke Ugochukwu	Independent Non-Executive Director (Effective January 1, 2024)
   7	Dr. Anthony Anonyai	Non-Executive Director (Effective January 1, 2024)
   8	Mr. Adegbola Adesina	Non-Executive Director (Effective January 1, 2024)
   9	Chief Sunny Obidegwu	Non-Executive Director (Effective April 29, 2024)
   10	Dr. Seinde Fadeni	Non-Executive Director ( Effective December 4, 2024)

   DUTIES OF THE BOARD

   1. Provision of strategic direction for the Company.

   2. Approval of the budget of the Company.

   3. Oversight of the effective performance of Management in running the affairs of the Company.

   4. Ensures human and financial resources are effectively deployed.

   5. Establishment of an adequate system of internal control procedures that ensure the safeguard of assets and assist in the prevention and detection of fraud and other irregularities.

   6. Following applicable accounting standards.

   7. Consistently applying suitable accounting policies.

   8. Ensures compliance with the code of corporate governance and with other regulatory laws and guidelines.

   9. Performance appraisal of Board Members and Senior Executives.

   10. Approval of the policies surrounding the Company's communication and information dissemination system.

MEETINGS OF THE BOARD

The Board meets regularly and ensures that the minimum standards in terms of attendance and frequency of meetings are complied with. The Board met three times as at September 30, 2025, thus it ensured that the requirement of meeting at least once in every quarter was achieved. Required notices and meeting papers were sent in advance before the meeting to all the Directors.

BOARD COMMITTEES

To assist in the execution of its responsibilities, the Board discharges its oversight functions through various Committees put in place. The Committees are set up in line with statutory and regulatory requirements and are consistent with Global Best Practices. Membership of the Committees of the Board is intended to make the best use of the skills and experience of Non-Executive Directors in particular.

The Committees have well-defined terms of reference which set out their roles, responsibilities, functions, scope of authority and procedure for reporting to the Board. The Committees consider matters that fall within their purview to ensure that decisions reached are as objective as possible.

Set out below are the various Committees and the terms of reference of each Board Committee:

1. Board Finance, Investment & Technology Committee (BFITC)

2. Board Audit & Risk Management Committee (BARMC)

3. Board Governance, Nomination & Remuneration Committee (BGNRC)

1. BOARD FINANCE, INVESTMENT & TECHNOLOGY COMMITTEE (BFITC) PURPOSE

   The Board Finance, Investment & Technology Committee (BFITC) is set up by and responsible to the Board of Directors. It shall oversee the Company's

   financial affairs on behalf of the Board and to give initial consideration to and advice on any other Board business of particular importance or complexity.

   RESPONSIBILITIES

   • To review and make recommendations to the Board on the annual budget of the Company as well as periodically review the capital structure of the

   • To evaluate quarterly financial performance and position of the Company against board approved budget and make appropriate recommendations to the Board on same.

   • To recommend strategic initiatives to the board and review major new businesses, especially those with significant capital allocation, acquisitions, disposal of business segments or subsidiaries and joint ventures and advise the Board thereon.

   • To consider and approve extra budgetary expenditure in excess of the 10% of the original expenditure when and where necessary.

   • To consider the dividend policy of the Company, review it from time to time and make recommendation to the Board for its approval

   • To present the investment policies and plans to the Board annually for approval and ensure that investments are made in accordance with the policies.

   • To consider and advise the Board on strategic policies for the Company's investment programmes, investment performance benchmarks and target risk management exposures.

   • To decide on the appropriateness of all investments within the Company that affects the Company's clients, lines of business, management and staff and also IT systems.

   • To ensure that guidelines for investment comply with legal and regulatory requirements and that investment activities reflect the goals and strategy of the Company.

   • To approve all investment in excess of the limits delegated to Management Investment Committee.

   • To approve provisions for non-performing investments based on presentation by the CEO and in line with existing regulations.

   • To review Management Investment Committee's authority level as and when deemed necessary and recommend new levels to the Board for consideration.

   • To conduct quarterly review of investments granted by the Company to ensure compliance with the Company's internal control systems and investment approval procedures.

   • To notify all Directors related investment to the Board.

   • To monitor and notify the top debtors to the attention of the Board.

   • To ensure that the investment assets of the Company are protected and effective control measures are put in place for sufficient internal checks and balances.

   • To review and recommend the technology strategy to align with the Group's overall business objectives and long-term goals.

   • To assess and oversee technology-related risks, including cybersecurity, data privacy, and IT compliance, and ensure the implementation of appropriate risk mitigation measures.

   • To evaluate and approve proposed technology investments and ensure alignment with the Group's strategic priorities and financial objectives.

   • To review and advise on the effectiveness of the Group's information systems, including the security, reliability, and performance of technology

   • To monitor the trends in technology and advancements and advise on opportunities for innovation to enhance the competitive position of the Group.

   • To recommend and review policies relating to technology and procedures, data control and processing to ensure compliance with relevant laws and regulations.

   • To oversee the Group's cybersecurity posture, including reviewing incident response plans, monitoring threat landscapes, and ensure the adequacy of

   • To give anticipatory approvals on behalf of the board on matters falling within its purview that require urgent decisions and ensure that such approvals are ratified by the Board at its next sitting.

   • To consider any other matter that may be delegated to the Committee by the Board from time to time.

   • To review the Company's strategy to ensure it aligns with the Nigerian Data Protection Act 2023 and other data related law provision on cyber security.

   • The Committee should also access and advise the Board on destructive risk on the Company's IT infrastructure.

   • Develop and or review from time to time the guidelines for all Director and related party transactions and investments.

   • Review and recommend to the Board of Directors approval or otherwise for all Director and related party transactions.

   • Oversee Management processes in relation to finance, investment, and technology and ascertain the integrity of the Company's compliance with applaudable laws and regulations

     MEETINGS AND PROCEDURE

     The Committee meets quarterly and where necessary in-between to consider and review issues within its purview. The Committee ensured that attendance and resolutions reached at its meetings were adequately recorded and brought to the attention of the Board for the Board's information or approval as the case may be. The Company Secretary provides secretarial support to the Committee.

     MEMBERSHIP/COMPOSITION

     The Committee met two times during the reporting period.

     Dr. Anthony Anonyai	Non-Executive Director	Chairman
     Mrs. Chijioke Ugochukwu	Independent Non-Executive Director	Member
     Mr. Adegbola Adesina	Non-Executive Director	Member
     Chief Sunny Obidegwu	Non-Executive Director	Member
     Mr. Eddie Efekoha	Group CEO	Member
     Mr. Babatunde Daramola	Group CFO	Member

2. BOARD AUDIT & RISK MANAGEMENT COMMITTEE PURPOSE

   The Board Audit and Risk Management Committee is set up by and responsible to the Board of Directors. It shall monitor and provide effective supervision of Management's financial reporting process with a view to ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting.

   The Committee also oversees the work carried out in the financial reporting process by Management, including the Internal Auditor and the External Auditor. It shall have the power to investigate any activity within its terms of reference, seek information from any employee and obtain external legal or professional advice from experts when necessary.

   RESPONSIBILITIES

   • To receive and review the activities, findings, conclusions and recommendations of the internal and external auditors relating to the Company's quarterly reports and annual audited financial statements.

   • To appoint an External Party to review the effectiveness of the Internal Audit Process once in every three years.

   • To review for the approval of the Board the Company's risk management policy inc1uding risk appetite and risk strategy.

   • Determine the adequacy and effectiveness of the Company's risk detection and measurement systems and controls.

   • Evaluate the Group's internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the activities and risk profile of the Company and its subsidiaries.

   • Keep the effectiveness of the Company's system of accounting, reporting and internal control under review and to ensure compliance with applicable laws, regulatory requirements and agreed ethical standards.

   • To periodically review changes in the economic and business environment including emerging trends and other factors relevant to the company's risk profile.

   • To review the procedure put in place to encourage whistle blowing; receive a summary of whistle blowing cases reported and the result of the investigation from the Internal Auditor.

   • To review the oversight of management process for the identification of significant risk across the group and the adequacy of prevention, detection and reporting mechanisms.

   • Review and recommend to the Board for approval, the contingency plan for specific risks.

   • To conduct annual appraisal of the Head of Internal Auditor.

   • Approval of the annual budget and resource requirements of the Internal Audit along with the Annual Audit scope and plan.

   • The disciplinary issues relating to the Internal Auditor would be under the purview of the Audit Committee.

   • To make recommendations to the Board regarding appointment, removal and remuneration of the external auditors of the company.

   • To review the findings in Management letter in conjunction with the external auditors and Management's responses thereto.

   • To review the independence of the external auditors before and after their appointment and ensure that where they are permitted to perform with audit services there is no real or perceived conflict of interest or other legal or ethical impediments.

   • To discuss the interim and annual audited financial statements as well as significant financial reporting, findings, and recommendations with Management and external auditors prior to recommending them to the Board for appropriate action.

   • At least once a year, review and recommend for approval of the Board, the Company's Information Technology (IT) data governance framework to ensure that its data and privacy risks are adequately mitigated, and relevant assets protected effectively.

     MEETINGS AND PROCEDURE

     The Committee meets quarterly and where necessary in-between to consider and review issues within its purview. The Committee ensured that attendance and resolutions reached at its meetings were adequately recorded and brought to the attention of the Board for the Board's information or approval as the case may be.

     The Company Secretary provides secretarial support to the Committee.

     MEMBERSHIP/COMPOSITION

     The Committee met three times during the reporting period.

     1	Mr. Adegbola Adesina	Non-Executive Director	Chairman
     2	Dr. Seinde Fadeni	Non-Executive Director	Member
     3	Eze (Barr.) Ben Onuora	Non-Executive Director	Member
     4	Dr. Anthony Anonyai	Non-Executive Director	Member

3. BOARD GOVERNANCE, NOMINATION & REMUNERATION COMMITTEE (BGNRC) PURPOSE

   The purpose of the Board Governance, Nomination & Remuneration Committee is to deal with matters affecting Executive Management staff as it relates to recruitment, assessment, promotion, disciplinary measures, career development amongst others. The Committee is also responsible for monitoring corporate governance developments, best practices for corporate governance and furthering the effectiveness of the Company's corporate governance practices.

   RESPONSIBILITIES

   • To review from time to time the human resources policies and conditions of service for executive management staff including but not limited to compensation structure, welfare package, succession plan, training, equality and diversity, organizational structure and make recommendations to the Board as appropriate.

   • To consider and recommend to the Boards of the Company and its Subsidiaries, appointment of Executive Directors and Non-Executive Directors, Directors' fees, sitting allowances and other benefits, and bonuses of Executive Management staff.

   • To consider periodically productivity/performance appraisal reports of Executive Management staff and where necessary recommend to the Board any promotion, salary increment, training, transfers and any disciplinary actions including but not limited to termination of appointment.

   • To ensure that the Company complies with all requirements contained in the Codes of Corporate Governance issued by the various regulators, including but not limited to the Securities & Exchange Commission, the Nigerian Exchange Limited, and the Financial Reporting Council of Nigeria to which the Company reports.

   • To evaluate the current composition, structure, organization and governance of the Board and its Committees, as well as determine future requirements and make recommendations in this regard to the Board for its approval.

   • To ensure that an external consultant is appointed for the annual evaluation of the Board performance of the Group and their report presented t o and considered by the Board.

   • To recommend to the Board, Director nominees for each Committee of the Board.

   • To advise the Company on the best business practices being followed on corporate governance issues nationally and worldwide.

   • To review and re-examine the Board Charter and the Committees' Terms of Reference every three years or shorter period if deemed fit and make recommendations to the Board for any proposed changes.

   • To establish the criteria for Board and Board Committee memberships, review candidates' qualifications and any potential conflict of interest, assess the contribution of current directors in connection with their re-nomination and make recommendations to the Board.

   • To prepare a job specification for the chairman's position, including an assessment of the time commitment required of the candidate.

   • To periodically evaluate the skills, knowledge and experience required on the Board; make recommendations on experience required by Board Committee members, committee appointments and removal, operating structure, reporting and other committee operational matters.

   • To provide input to the annual report of the Company in respect of Directors' compensation.

   • To ensure that a succession policy and plan exists for the positions of Chairman, CEO/ GMD, the Executive Directors and the Managing/Executive Directors of the subsidiaries.

   • To ensure that Management put in place a staff succession policy and plan across the Company and its subsidiaries.

   • To review the performance and effectiveness of the subsidiary Company's Board on an annual basis where applicable.

   • To develop a formal, clear and transparent framework for the remuneration policies and procedures for the Group To approve the annual Board training and capacity-building plans/program for the Board of Directors of the Group

     MEETINGS AND PROCEDURE

     The Committee meets quarterly and where necessary in-between to consider and review issues within its purview. The Committee ensured that attendance and resolutions reached at its meetings were adequately recorded and brought to the attention of the Board for the Board's information or approval as the case may be.

     The Company Secretary provides secretarial support to the Committee.

     MEMBERSHIP/COMPOSITION

     The Committee met four times during the reporting period.

     Eze (Barr.) Ben Onuora	Non-Executive Director	Chairman
     Dr. Layi Fatona	Non-Executive Director	Member
     Mrs. Chijioke Ugochukwu	Independent Non-Executive Director	Member
     Chief Sunny Obidegwu	Non-Executive Director	Member
     Dr. Seinde Fadeni	Non-Executive Director	Member

     TENURE OF DIRECTORS

     The tenure of the Non-Executive Directors is limited to three terms of three years each. This is in compliance with Best Practices and is also fuelled by the necessity to reinforce the Board by continually injecting new energy, fresh ideas, and perspectives.

     STATUTORY AUDIT COMMITTEE

     The constitution and composition of the Statutory Audit Committee is in compliance with Section 404 of the Companies and Allied Matters Act, 2020. The Committee is made of two Directors and three representatives of Shareholders. The Statutory Audit Committee, amongst other things examines the Auditor's report and make recommendations thereon at the Annual General Meeting as it deems fit.

     The Committee's composition is set out below:

     Chief James Emadoye	Shareholders' Representative	Chairman
     Chief Simon Okiotorhoro	Shareholders' Representative	Member
     Eze (Barr.) Ben Onuora	Non-Executive Director	Member
     Mr. Adegbola Adesina	Non-Executive Director	Member
     Mr. Bola Temowo	Shareholders' Representative	Member

     RESPONSIBILITIES

   • Ascertain whether the Accounting and Reporting Policies of the Company are in accordance with legal requirements and agreed ethical practice.

   • Review the scope and planning of the Company/ Group annual audit exercise.

   • Review the audit findings as contained in Management Letters and the Management responses thereon with External Auditors.

   • Review the effectiveness of the Company's system of Accounting and Internal Control.

   • Authorize the Internal Auditor to carry out investigations into any activities of the Company which may be of interest or concern to the Committee.

   • Examine the Auditor's Report and make recommendations thereon to Shareholders at Annual General Meetings and to the Board as it deems fit.

   • Assess qualifications and independence of External Auditor and performance of the Company's Internal Audit function as well as that of External Auditors.

   • Ensure the development of a comprehensive Internal Control framework for the Company; obtain assurance and report annually in the financial report, on the operating effectiveness of the Company's Internal Control framework.

   • At least on an annual basis, obtain and review a report by the internal auditor describing the strength and quality of internal controls including any issues or recommendations for improvement, raised by the most recent internal control review of the company.

   • Meet separately and periodically with management, internal auditors and external auditors to review audit exercise, internal control issues and any other issues.

   • Review and ensure that adequate whistle-blowing procedures are in place. A summary of issues reported are highlighted to the Chairman.

   • Review the independence of the External Auditors and ensure that where non audit services are provided by the External Auditors, there is no conflict of interest.

   • Preserve auditor's independence, by setting clear hiring policies for employees or former employees of Independent Auditors.

   • Consider any related party transactions that may arise within the Company or Group.

   • Invoke its authority to investigate any matter within its Terms of Reference and the Company must make available the resources to the Internal Auditors with which to carry out this function including access to external advice where necessary

MEETINGS OF THE COMMITTEE

The Committee meets at regular intervals and when necessary to consider and review issues within its purview. The Statutory Audit Committee met three times during the period under review.

SHAREHOLDERS RIGHTS

The Board is continuously committed to the fair treatment of shareholders and ensures that the shareholders are given equal access to information about the Company irrespective of their shareholdings. The general meeting of the Company has been conducted in an open manner which allows for free discussions on all issues on the agenda. The statutory and general rights of the shareholders are protected at all times. The representatives of the shareholders also attend and are allowed to make full and fair participation during the Annual General Meeting.

CONFLICT OF INTEREST

Consolidated Hallmark Holdings Plc has a policy in place that requires prompt disclosure from Directors of any real or potential conflict of interest that they may have regarding any matter that may come before the Board or its committees. CHH's policy requires any Director who has or may have a conflict of interest to abstain from discussions and voting on such matters.

DIRECTORS' NOMINATION AND APPOINTMENT PROCESSES

Appointment to the Board is regulated by an approved Board Appointment Policy which accords with best practice, the requirements of the applicable codes of Corporate Governance and the provisions of the Companies and Allied Matters Act 2020.

TRAINING AND INDUCTION OF NEW DIRECTORS

Annual training are organized for directors to enable them perform their responsibilities optimally. Board Retreat is also an avenue where the Board Members are trained and refreshed on their fiduciary duties to the Company and on emerging trends in the insurance industry and the general business environment.

Newly appointed Directors are made to undergo induction with the Board and top executives of the Company to aid seamless integration into the responsibilities of the Board. The Board Retreat also serves as an opportunity for integrating new Directors into the Board.

THE COMPANY SECRETARY

The Company Secretary primarily assists the Board and Management in the implementation and development of good corporate governance. The Company Secretary provides guidance and advice to the Board and the Management of the Company on issues of ethics, conflict of interest and good corporate governance.

The Company Secretary also does the following: advise the Directors on their duties and ensure that they comply with corporate legislation and the Articles of Association of the Company; Arranging meetings of the Directors and the shareholders. This responsibility involves the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.

CORPORATE SOCIAL RESPONSIBILITY

In our bid to be good corporate citizens and promote the standards espoused by best corporate governance practices, the Company runs its operation taking into account the impacts it has on the environment particularly the effect on internal stakeholders for instance, focusing and investing in resources that promote the health and safety of workers.

SUSTAINABILITY AND ENVIRONMENTAL ISSUES

The following principles and practices are part of the Company's approach towards ensuring a sustainable socio-economic environment:

1. Corruption

   Ours is a Company that abhors corruption in business practice. To ensure activities in this regard are discouraged, we have put in place an Anti- bribery policy which is included in all Service Level Agreements with vendors.

2. Environmental Protection

   The nature of our services is not such that emit hazardous substances to the environment. We nonetheless have in place a robust Enterprise Risk Management framework. This consists of a policy and a set of procedures to identify, assess and manage environmental and other risks.

3. HIV/AIDS

The Company does not discriminate in the employment of persons living with HIV/AIDS and any form of disability. This is explicit in the employment policy.

HUMAN RIGHTS

The Company recognizes and respects the fundamental rights of its employees and stakeholders as enshrined under the constitution. It is also an equal-opportunity employer, and this is evidenced by its gender and culturally diverse personnel.

WHISTLEBLOWING POLICY

The Whistleblowing Policy of the Company provides employees with a platform to report misconduct like bribery and corruption. It provides a framework for safeguarding the reputation of the Company. The Policy is underpinned by the Nigerian Code of Corporate Governance 2018 and the Federal Government's stance on whistleblowing. This gives legal protection to employees against being discriminated or penalised by the employer as a result of publicly disclosing illegal or substantial unethical behaviour. The company is committed to ensuring that no member of staff should feel at a disadvantage for raising legitimate concerns, and the Board recognises its responsibility to implement the policy. This whistle-blowing policy is made known to employees, stakeholders such as contractors, shareholders, job applicants and the public at large.

ANTI-BRIBERY AND CORRUPTION POLICY

It is our policy to conduct our businesses in an honest and ethical manner. We maintain a zero-tolerance approach to Bribery and Corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships. We also operate, implement, and enforce effective systems to counter bribery and corruption risk in our environment. We will uphold all laws relevant to countering bribery and corruption in all the locations where the Company operates. We remain bound by national, international, and relevant applicable laws concerning bribery and corruption.

COMPLAINTS MANAGEMENT POLICY

In compliance with regulatory requirements and to stay abreast with current best practices, the Company has in place a Complaints Management Policy that provides a framework for the swift resolution of disputes with stakeholders on issues relating to the Company's activities.

BOARD EVALUATION

A Board evaluation is annually conducted to assess how each Director, the committees of the Board and the Board are committed to their roles, work together, and continue to contribute effectively to the achievement of the Company's objectives and values. The independent status of the Independent Non-Executive Directors is also assessed annually and CHH declares that the Independent Non-Executive Directors are not close or extended family members of any of the company's advisers, directors, senior employees, consultants, auditors, creditors, suppliers, customers or substantial shareholder neither do they receive, and have not received additional remuneration from the Company apart from a Director's fee and allowances.

REMUNERATION

The Company has a comprehensive remuneration policy for Directors and all levels of Management staff. Our remuneration policy is adequate to attract, motivate and retain skilled, qualified and experienced individuals required to manage the Company successfully. The statement of the Directors' remuneration is stated in the Audited Financial Statement.

EMPLOYMENT AND EMPLOYEES

1. Employment of Physically Challenged Persons

   The Company does not discriminate in considering applications for employment from physically challenged persons. If a physically challenged person meets all recruitment requirements, the Company shall not by reason of disability deny such a person from employment opportunity but would make adequate provision for the accommodation of such person. However, as at 30 June 2025 there was no physically challenged person in the Company's employment.

2. Employees' Training and Involvement

   The Company ensures that the employees are kept fully informed of the values, goals and performance plans and progress during the year. They are involved in the goal setting at the beginning of the year and meet regularly to review performances. They make recommendations on innovative ideas towards meeting customers' expectations and improving on general operations and relationships within the Company.

   The Company pays strong importance to the use of our core values in the discharge of duties across the Company and acquisition of technical expertise through extensive internal and external training, on the job skills enhancement and professional development.

3. Health, Safety and Welfare of Employees

The Company strictly observes all safety and health regulations. Successfully managing Health, Safety and Environment (HSE) issues is an essential component of our business strategies. Through observance and encouragement of this policy, we assist in protecting the environment and the overall well-being of all our stakeholders, specifically, our employees, clients, shareholders, contractors, and host communities.

Regular fire trainings and drill exercises are conducted to sensitize all staff and stakeholders of the need to be safety conscious. The Company ensures that all safety measures are observed in all locations.

During the period under consideration, the Company did not experience any workplace accident or health hazards.

Employees are registered with Health Management Organizations of their choice for provision of medical services at the designated hospitals. The Company equally has arrangements with off-site hospitals to cater for emergency cases that may occur during working hours.

INSIDER TRADING POLICY

In compliance with the requirement of Rule 17.15 (c) the Nigerian Exchange Limited Amended Rules, the Company has in place an Insider Trading Policy which is designed to prevent insider trading in the Company's securities by Board Members, Executive Management and persons that are closely related to them who are privy to price sensitive information. The policy also prevents them from releasing such price sensitive information to their privies or agent for the purpose of trading in the Company's shares.

Auditors

The Auditors PKF Professional Services have indicated their willingness to serve as the Company's External Auditors in accordance with section 401(2) of the Companies and Allied Matters Act 2020. A resolution will be proposed at the Annual General Meeting to authorize the Directors to fix their remuneration.

COMPLIANCE STATEMENT

The Board of Directors affirm that it is in substantial compliance with the Nigerian Code of Corporate Governance and requirements of the Securities and Exchange Commission, National Insurance Commission, the Financial Reporting Council, the Nigerian Exchange Limited, the Corporate Affairs Commission and other applicable regulatory requirements of Government Agencies.

RUKEVWE FALANA

Company Secretary FRC/2016/NBA/00000014035

Dated: 30 October 2025

Statement of Directors' Responsibilities

In accordance with the provisions of Section 377 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of financial statements which give a true and fair view of the financial position at the end of the financial year of the Company and its Subsidiaries and of the operating result for the period then ended.

The responsibilities include ensuring that:

• Appropriate and adequate internal controls are established to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

• The Group keeps proper accounting records which disclose with reasonable accuracy the financial position of the Group and which ensure that the financial statements comply with the requirements of the Companies and Allied Matters Act, 2020, Banks and Other Financial Institutions Act, 2020, Insurance Act 2003, Financial Reporting Council Act No 42 2023 (as amended) and Prudential Guidelines issued by NAICOM and CBN

• The Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, and that all applicable accounting standards have been followed; and

• The financial statements are prepared on a going concern basis unless it is presumed that the Group will not continue in business.

  The Directors accept responsibility for the year's financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in conformity with;

• Insurance Act 2003

• International Financial Reporting Standards;

• Companies and Allied Matters Act 2020;

• Banks and Other Financial Institutions Act, 2020;

• NAICOM Prudential Guidelines; and

• Financial Reporting Council Act No 42 2023 (as amended).

The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Group and of its operating result for the period ended.

The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the financial statements, as well as adequate systems of financial control. Nothing has come to the attention of the Directors to indicate that the Group will not remain a going concern for at least twelve months from the date of this statement.

Signed on behalf of the Directors on 28, January 2026 by:

____________________

________________

Eddie Efekoha Shuaibu Idris (mni)

Group Chief Executive Officer Chairman

FRC/2013/CIIN/00000002189 FRC/2014/ANAN/0000000186

Certification Pursuant to Section 60 (2) of Investment and Securities Act No. 29 of 2007

We the undersigned hereby certify the following with regards to ourFinancial Statements for the period ended 31 DECEMBER, 2025 that:

1. We have reviewed the report;

   To the best of our knowledge, the report does not contain:

   1. Any untrue statement of a material fact, or

   2. Omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;

2. To the best of our knowledge, the financial statement and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the company as of, and for the periods presented in this report.

3. We:

   1. Are responsible for establishing and maintaining internal controls.

   2. have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

   3. have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report; have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

4. We have disclosed to the auditors of the Company and Audit Committee:

   1. All significant deficiencies in the design or operation of internal controls which would adversely affect the company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weakness in internal controls, and

   2. Any fraud, whether or not material, that involves management or other employees who have significant role in the company's internal controls.

We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

_________________

___________________________

Babatunde Daramola Eddie Efekoha

Group Chief Financial Officer Group Chief Executive Officer

FRC/2012/ICAN/00000000564 FRC/2013/CIIN/00000002189

Dated: 28, JANUARY 2026 Dated: 28, JANUARY 2026

Introduction

Consolidated Hallmark Holdings Plc (CHH) remains committed to a disciplined approach to risk management, ensuring robustness, independence, and alignment with global best practices. The company's Enterprise Risk Management (ERM) framework, as outlined in CHH's Risk Management Strategy, encompasses various risk classes, including strategic, insurance, operational, financial, and hazard risks. This framework, supported by the Board's governance and an approved risk appetite, serves as the cornerstone for reducing uncertainty and enhancing business performance stability.

Risk Management Framework

CHH employs a comprehensive risk management framework with a governance process that delineates clear responsibilities for risk-taking, management, monitoring, and reporting. This governance structure extends from the Board of Directors and Chief Executive Officer (CEO) down to business units and functional areas, embedding risk management throughout the organization.

Documented policies and guidelines, notably the Risk Policy, dictate risk tolerance, risk limits, reporting requirements, and procedures for exceptions and issue escalation. The Risk Policy undergoes regular enhancements to reflect evolving insights and environmental changes, ensuring alignment with the company's risk tolerance. Adherence to these policies is rigorously assessed, with transparent risk reporting to both Management and the Board facilitated through the Board Audit, Risk Management, and Compliance Committee.

Timely referral mechanisms ensure that risk issues are promptly escalated to Senior Management and the Board of Directors. Various governance and control functions collaborate to ensure objectives are achieved, risks are effectively identified and managed, and internal controls operate efficiently.

Risk Appetite

CHH's risk appetite underpins its ERM framework, guiding the level of risk the Board and management are willing to accept in pursuit of organizational objectives. This appetite influences strategic and business planning decisions, with ongoing monitoring against established boundaries.

Aligning with CHH's core values and stakeholder expectations, the Group only assumes reasonable risks that fit its strategy and capability, can be understood and managed, and do not expose the Group to:

• Harmful conditions affecting the safety and health of employees and the public.

• Material financial loss impacting financial viability and strategy execution.

• Material breaches of regulatory guidelines that could lead to the loss of critical operational and business licenses, and/or substantial fines.

• Material damage to the Group's reputation and brand name.

• Business process interruptions that could lead to negative customer opinions of our services.

CHH has established risk profiling criteria which aligned with its risk appetite to assess and prioritize each identified risk according to its consequence and likelihood. In assessing the consequence of a risk, CHH considers financial implications, as well as nonfinancial aspects such as Safety and Health, Environment, Regulatory and Governance, Reputation, and Operations and Systems.

The Board plays a pivotal role in the ERM framework, overseeing the effective implementation of risk management strategies and defining risk appetite boundaries. Supported by the Board Audit, Risk Management, and Compliance Committee, the Board ensures active and appropriate risk management aligned with the stated appetite, strategy, and business plans.

CHH adheres to the "three lines of defense" governance model, ensuring coordinated risk management efforts and clear accountabilities across all organizational levels:

1. First Line: Responsible for managing risks arising from activities undertaken in our risk-taking businesses.

2. Second Line: Comprises the risk management functions responsible for maintaining and monitoring the risk management framework, as well as measuring and reporting risk performance and compliance.

3. Third Line: Provided by the internal audit function, which offers independent assurance to the Board through the Board Audit, Risk Management, and Compliance Committee that risk management and internal control frameworks are functioning as designed.

Risk Culture

Risk culture, defined as observable patterns of behavior concerning risk, is integral to CHH's ERM framework. Efforts are directed towards aligning risk culture with the broader organizational culture and conduct risk, while emphasizing first-line accountability. Initiatives to bolster risk culture are ongoing, reinforcing a culture of prudent risk-taking across the company

Emerging Risks

CHH acknowledges the dynamic nature of the risk environment and ensures active monitoring and analysis of emerging risks to mitigate potential impacts or exploit opportunities. The risk management framework facilitates the identification, assessment, and mitigation of both existing and emerging risks

Business Risk

Business risk, encompassing potential revenue shortfalls due to strategic or reputational reasons, is managed through rigorous due diligence, stakeholder engagement, profitability monitoring, cost management, and responsiveness to market changes. The company quantifies business risk by estimating a net revenue or loss distribution for each business unit.

Reputational Risk

Reputational risk arises from damage to the company's image, which may impair its ability to retain and generate business. Such damage may result from a breakdown of trust, confidence, or business relationships.

Protecting the company's reputation is paramount, with each business unit tasked with identifying, assessing, and mitigating reputational risks. Aligned with the company's values, efforts are directed towards minimizing reputational damage, considering both the likelihood and impact of potential risks. The company's agreed values provide guidance on acceptable behaviors for all staff members and offer structure for nonquantifiable decision-making, thereby assisting in managing the company's reputation.

Conclusion

In an inherently volatile economy and insurance industry, CHH's commitment to sound risk management has proven effective in ensuring continued seamless service delivery to customers. Recognizing the ongoing importance of enhancing risk management capabilities, CHH remains dedicated to achieving its financial and strategic objectives within approved risk appetite levels

Samson Abiodun

Ag. Chief Risk Officer FRC/2014/PRO/00000005732

Dated: 28 JANUARY 2026

FOR THE PERIOD ENDED 31 DECEMBER 2025

Certification of Management's assessment on Internal Control Over Financial Reporting for the period ended 31 DECEMBER 2025

To comply with the provisions of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, I hereby make the following statements regarding the internal controls of Consolidated Hallmark Holdings Plc for the period ended 31 December 2025.

I, Eddie A. Efekoha , certify that;

1. I have reviewed this Management's assessment on internal control over financial reporting of Consolidated Hallmark Holdings Plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report.

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of , and for, the periods presented in this report.

4. The entity's other certifying officer and I:

   i are responsible for establishing and maintaining internal controls;

   ii

   iii

   iv

   have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared.

   have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements to external purposes in accordance with generally accepted accounting principles;

   have evaluated the effectiveness of the entity's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures , as of the end of the period covered by this report based on such evaluation.

5. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and audit committee of the entity's board of directors ( or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control

      system.

6. The entity's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

________________

Eddie Efekoha

Group Chief Executive Officer FRC/2013/CIIN/00000002189

Dated: 28, JANUARY 2026

FOR THE PERIOD ENDED 31 DECEMBER 2025

Certification of Management's assessment on Internal Control Over Financial Reporting for the period ended 31 December 2025

To comply with the provisions of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, I hereby make the following statements regarding the internal controls of Consolidated Hallmark Holdings Plc for the period ended 31 December 2025.

I, Babatunde Daramola , certify that:

1. I have reviewed this Management's assessment on internal control over financial reporting of Consolidated Hallmark Holdings Plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report.

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the entity as of , and for, the periods presented in this report.

4. The entity's other certifying officer and I:

   i are responsible for establishing and maintaining internal controls;

   ii

   iii

   iv

   have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the entity, and its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared.

   have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements to external purposes in accordance with generally accepted accounting principles;

   have evaluated the effectiveness of the entity's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures , as of the end of the period covered by this report based on such evaluation.

5. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and audit committee of the entity's board of directors ( or persons performing the equivalent functions):

   1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information; and

   2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity's internal control

      system.

6. The entity's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

__________________________

Babatunde Daramola

Group Chief Financial Officer FRC/2012/ICAN/00000000564

Dated: 28, JANUARY 2026

FOR THE PERIOD ENDED 31 DECEMBER 2025

Management's Annual Assessment of, and Report on, the Entity's Internal Control over Financial Reporting

To comply with the provision of Section 1.3 of SEC Guidance on implementation of Sections 60-63 of the investments and securities Act No. 29, 2007 for the period ended 31 DECEMBER, 2025.

We, the undersigned hereby make the following statements regarding the Internal Controls of the Consolidated Hallmark Holdings Plc. Over the audited financial statements for the year ended 31 DECEMBER 2025 that:

1. Management is responsible for establishing and maintaining a system of internal controls over financial reporting ("ICFR'') that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with International Financial Reporting Standards.

2. Management used the Committee of Sponsoring Organisation of the Treadway Commission (COSO) internal Control-Integrated Framework to conduct the required evalaution of the effectiveness of the entity's ICFR.

3. Management has assessed that the entity's ICFR as of the end of 31 DECEMBER 2025 is effective.

   ________________

   ___________________________

   
   
   _
   
   

   Babatunde Daramola Eddie Efekoha

   Group Chief Financial Officer Group Chief Executive Officer

   FRC/2012/ICAN/00000000564 FRC/2013/CIIN/00000002189

   Dated: 28, JANUARY 2026 Dated: 28, JANUARY 2026

   General Information The Group

   The Group comprises Consolidated Hallmark Holdings Plc (the Company) and its subsidiaries:

   Consolidated Hallmark Insurance Ltd, Hallmark Finance Company Ltd , Hallmark Health Services Ltd and CHI Life Assurance Ltd.

   Company Information:

   Consolidated Hallmark Holdings Plc (CHH Plc) is a non-operating Holdco having interests in General Insurance, Life Assurance, Health Management Organisation (HMO) and Finance Company Business.

   Consolidated Hallmark Holdings Plc evolved from Consolidated Hallmark Insurance Plc (now Ltd) whose history dates back to 2nd August, 1991 when it was incorporated. The Company started as an insurance Company and is the product of a merger between Hallmark Assurance Plc, Consolidated Risks Insurers Ltd, and the Nigeria General Insurance Company Limited that took effect on 1st March, 2007, in line with the consolidation reform of the National Insurance Commission announced in 2005.

   In 2022, the Company resolved to undergo another corporate restructuring (Scheme of Arrangement). The Scheme of Arrangement was approved by a court-ordered meeting on 1st November, 2022 and sanctioned by the Federal High Court on 12th July, 2023, effectively birthing a Non-Operating Holding Company called Consolidated Hallmark Holdings Plc (CHH Plc.)

   The Group remains steadfast and committed to its core values of Professionalism, Relationship, Integrity, Customer-Focus, and Excellence and will continue to uphold its time-tested high standard of Corporate Governance.

   These consolidated and separate financial statements have been authorized for issue by the Board of Directors on 28, January 2026.

   Principal Activities

   Consolidated Hallmark Holdings Plc (CHH) is a non-operating Holdco having interests in General Insurance, Life Assurance, Health Management Organisation (HMO) and Finance Company Business.

   The Company is a public limited entity incorporated and domiciled in Nigeria. Its shares are listed on the floor of the Nigerian Exchange and it has its registered office at 266, Ikorodu Road, Obanikoro, Lagos.

   Going concern assessment

   These consolidated financial statements have been prepared on a going concern basis. The Group has neither the intention nor the need to reduce substantially its business operations. The Management believes that the going concern assumption is appropriate for the Group and there are no going concern threats to the operations of the Group.

   Subsidiaries:

   Consolidated Hallmark Insurance Limited (CHI)

   CHI Limited is a fully owned subsidiary of Consolidated Hallmark Holdings Plc, incorporated on the 2nd of August. 1991 and licensed by NAICOM to provide General insurance business covering Motor Insurance, Aviation, Oil and Energy, Bond, Fire and Burglary, General Accident, Marine and Engineering classes of insurance in Nigeria.

   Hallmark Finance Company Limited

   Hallmark Finance Company Limited a direct subsidiary of Consolidated Hallmark Holdings Plc.

   It is licensed by the Central Bank of Nigeria to render finance business, which comprises consumer lending, lease financing, working capital finance, LPO finance and other finance company business.

   Hallmark Health Services Limited

   Hallmark Health Services Limited is a fully owned subsidiary of Consolidated Hallmark Holdings Plc. Incorporated in 2017, the Company is envisioned to be a leading health insurance company to meet the need for quality health maintenance services providing affordable and lasting health care plan for all Nigerians. Hallmark Health Services Ltd. Is fully accredited by the National Health Insurance Authority as a National Health Management Organization.

   CHI Life Assurance Limited

   CHI Life Assurance Limited is a private limited liabilities company incorporated and domiciled in Nigeria. Consolidated Hallmark Insurance Ltd owns 92.5% interest in the Company while the Holding Company invested up to 7.5% to make it a fully own subsidiary.

   Statement of Material Accounting Policies

   The following are the material accounting policies adopted by the Group in the preparation of its consolidated financial statements. These policies have been consistently applied to all period's presentations, unless otherwise stated

   1. Basis of presentation:

      1. Statement of compliance with IFRS

         These financial statements are the separate and consolidated financial statements of the company and its subsidiaries (together, "the group"). The group's financial statements for the period ended 30 Septembe 2025 have been prepared in accordance with the IAS 34- Financial Reporting as issued by the International Accounting Standard Board ("IASB"), and interpretations issued by IFRS's interpretation committee (IFRIC) and in compliance with the Financial Reporting Council of Nigeria Act, No 42 2023 (as amended).

         These are the Group's financial statements for the period ended 31 DECEMBER 2025, prepared in accordance with IFRS 10 - Consolidated Financial Statements.

         1. Application of new and amended standards

            Standards and interpretation effective and adopted in current period

            1. New and amended standards and interpretations

               Several standards amendments and interpretations apply for the first time in 2025 but did not have an impact on the financial statements of the Group.

               TIn the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements.

            2. .Amendments to IAS 21 -- Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025)

               In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not.

               The directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the group in future periods, except if indicated below.

         2. Interpretations Issued and Effective on or after 1 January 2026

            The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's consolidated financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

            1. Standards issued and effective on or after 1 January 2026

               • Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026);

               • IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027);

               • IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027);

               The directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the group in future periods, except if indicated below.

               1. Amendments to the Classification and Measurement of Financial Instruments -Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)

                  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); and

                  • update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

                    The directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the group in future periods, except if indicated below.

               2. IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027)

                  Issued in May 2024, IFRS 19 allows for certain eligible subsidiaries of parent entities that report under

                  IFRS Accounting Standards to apply reduced disclosure requirements.

                  The directors do not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the group in future periods, except if indicated below.

               3. IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)

                  IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help

                  to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users.Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures.

                  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 a newly-defined operating profit subtotal. Entities net profit will not chnage.

                  • Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

                  • Enhances guidance is provided on how to group information in the financial statements.

                    In addition, all entities are required to use the operating profit sub-total as the starting points for the statement of cash flows when presenting operating cash flows under the indirect method.

                    Management is currently assessing the detailed implications of applying the new standard on the group's consolidated financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:

                  • Although the adoption of IFRS 18 will have no impact on the group's net profit, the group mexpects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the group has performed, the following items might potentially impact operating profit:

                    • Foreign exchange differences currently aggregated in the line item 'other income and other gains/(losses) - net' in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit.

                    • IFRS 18 has specific requirements on the category in which derivative gains or losses are recognised -which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the group currently recognises some gains or losses in operating profit and others in finance costs, there might be a change to where these gains or losses are recognised, and the group is currently evaluating the need for change.

                  • The line items presented on the primary financial statements might change as a result of the application of the concept of 'useful structured summary' and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the group will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position.

                  • The directors of the group does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:

                    • management-defined performance measures;

                    • a break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss - this break-down is only required for certain nature expenses; and

                    • for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.

                  • From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows

                  The Group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.

      2. Basis of measurement

         These financial statements are prepared on the historical cost basis except for the following:

         • Investment property is measured at fair value.

         • Assets held for trading are measured at fair value

      3. Functional and presentation currency

         The financial statements are presented in the functional currency, Nigeria naira which is the Group's functional currency.

      4. Consolidation

         The Group financial statements comprise the financial statements of the Group and its subsidiaries, Consolidated Hallmark Insurance Ltd, Hallmark Health Services Limited and Hallmark Finance Group Limited all made up to 31 DECEMBER, each period.

         The financial statements of subsidiaries are consolidated from the date the group acquires control, up to the date that such effective control seizes.

         Subsidiaries are all entities (including structured entities) over which the Group exercise control. Control is achieved when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

         1. Power over the investee

         2. Exposure, or rights, to variable returns from its involvement with the investee, and

         3. The ability to use its power over the investee to affect the amount of the investor's returns.

         The subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

         Subsidiaries are measured at cost less impairment in the separate financial statement.

      5. Use of estimates and judgments

         The Group makes estimate and assumption about the future that affects the reported amounts of assets and liabilities. Estimates and judgement are continually evaluated and based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumption. The annual accounting basis is used to determine the underwriting result of each class of insurance business written.

         The effect of a change in an accounting estimate is recognized prospectively by including it in the comprehensive income in the period of the change, if the change affects that period only, or in the period of change and future period, if the change affects both.

         The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amount of asset and liabilities within the next financial year are discussed below:

         1. The ultimate liability arising from claims made under insurance contracts

            The estimation of the ultimate liability arising from claims made under insurance contracts is the group's most critical accounting estimate. There are several sources of uncertainty that need to be considered in the estimate of the liability that the Group will ultimately pay for such claims. The uncertainty arises because all events affecting the ultimate settlement of the claims have not taken place and may not take place for some time. Changes in the estimate of the provision may be caused by receipt of additional claim information, changes in judicial interpretation of contract, or significant changes in severity or frequency of claims from historical records. The estimates are based on the Group's historical data and industry experience. The ultimate claims liability computation is subjected to a liability adequacy test by an actuarial consultant using actuarial models.

         2. Impairment of trade receivables

            The Group adopted the policy of no premium no cover and the trade receivables outstanding as at the reporting period are premium receivable within 30days that are due from brokers. The trade receivable was further subjected to impairment based on management judgement. Internal models were developed based on Group's specific collectability factors and trends to determine amounts to be provided for impairment of trade receivables. Efforts are made to assess significant debtors individually based on information available to management and where there is objective evidence of impairment they are appropriately impaired. Other trade receivables either significant or otherwise that are not specifically impaired are grouped on a sectorial basis and assessed based on a collective impairment model that reflects the Group's debt collection ratio per sector.

         3. Income taxes

         The Group periodically assesses its liabilities and contingencies related to income taxes for all years open to audit based on the latest information available. For matters where it is probable that an adjustment will be made, the Group records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

   2. Segment reporting

An operating segment is a component of the Group engaged in business activities from which it may earn revenues and incur expenses whose operating results are reviewed regularly by the Group's Executive Management in order to make decisions about resources to be allocated to segments and assessing segments performance and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision - maker. The chief operating decision maker is the Group Executive Management.

3.0 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits with a maturity of three months or less and other short-term highly liquid investments that are readily convertible into known amounts of cash. For the purpose of reporting cash flows, cash and cash equivalents include cash on hand; bank balances, fixed deposits and treasury bills within 90days.

3.1 Financial Instruments Financial Assets Recognition

The Group on the date of origination or purchase recognizes placements, equity securities and deposits at the fair value of consideration paid. Regular -way purchases and sales of financial assets shall be recognized on the settlement date. All other financial assets and liabilities, including derivatives, shall be initially recognized on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

Classification and Measurement

Initial measurement of a financial asset or liability shall be at fair value plus transaction costs that are directly attributable to its purchase or issuance. For instruments measured at fair value through profit or loss, transaction costs shall be recognized immediately in profit or loss. Financial assets include placement with banks, treasury bills and equity instruments.

Financial assets shall be classified into one of the following measurement categories in line with the provisions of IFRS 9:

1. Amortised cost

2. Fair Value through Other Comprehensive Income (FVOCI)

3. Fair Value through Profit or Loss (FVTPL) for trading related assets.

   The Group shall classify its financial assets based on the business model for managing the assets and the asset's contractual cash flow characteristics.

   Business Model Assessment

   Business model assessment shall involve determining whether financial assets are managed in order to generate cash flows from collection of contractual cash flows, selling financial assets or both. The Group shall assess business model at a portfolio level reflective of how groups of assets are managed together to achieve a particular business objective. For the assessment of business model the Group will take into consideration the following factors:

   The stated policies and objectives for the portfolio and the operation of those policies in practice. In particular, whether management's strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of the liabilities that shall be funding those assets or realizing cash flows through the sale of the assets;

   • How the performance of assets in a portfolio will be evaluated and reported to the relevant heads of department and other key decision makers within the Group's business lines;

   • The risks that affect the performance of assets held within a business model and how those risks shall be managed;

   • How compensation shall be determined for the Group's business lines, management that manages the assets; and

   • The frequency and volume of sales in prior periods and expectations about future sales activity.

Management shall determine the classification of the financial instruments at initial recognition. The business model assessment falls under three categories:

1. Business Model 1(BM1): Financial assets held with the sole objective to collect contractual cash flows

2. Business Model 2 (BM2): Financial assets held with the objective of both collecting contractual cash flows and selling; and

3. Business Model 3 (BM3): Financial assets held with neither of the objectives mentioned in BM1 or BM2 above. These shall be basically financial assets held with the sole objective to trade and to realize fair value changes.

   The Group may decide to sell financial instruments held under the BM1 category with the objective to collect contractual cash flows without necessarily changing its business model if one or more of the following conditions shall be met:

   1. Where these sales shall be infrequent even if significant in value. A Sale of financial assets shall be considered infrequent if the sale shall be one -off during the financial year and/or occurs at most once during the quarter or at most three (3) times within the financial year.

   2. Where these sales shall be insignificant in value both individually and in aggregate,even if frequent. A

      sale shall be considered insignificant if the portion of the financial assets sold shall be equal to or less than five (5) per cent of the carrying amount (book value) of the total assets within the business model.

   3. When these sales shall be made close to the maturity of the financial assets and the proceeds from the sales approximates the collection of the remaining contractual cash flows. A sale is considered to be close to maturity if the financial assets has a tenor to maturity of not more than one (1) year and/or the difference between the remaining contractual cash flows expected from the financial asset does not exceed the cash flows from the sales by ten (10) per cent.

      Other reasons: The following reasons outlined below may constitute 'Other Reasons' that may necessitate selling financial assets from the BM1 category that will not constitute a change in business model:

      1. Selling the financial asset to realize cash to deal with unforeseen need for liquidity (infrequent).

      2. Selling the financial asset to manage credit concentration risk (infrequent)

      3. Selling the financial assets as a result of changes in tax laws (infrequent).

      4. Other situations also depend upon the facts and circumstances which need to be judged by the Management

Cash flow characteristics assessment

The Group shall assess the contractual features of an instrument to determine if they give rise to cash that shall be consistent with a basic investment arrangement. Contractual cash flows shall be consistent with a basic deposit arrangement if they represent cash flow that are solely payments of principal and interest on the principal amount outstanding (SPPI). Principal shall be defined as the fair value of the instrument at initial recognition. Principal may change over the life of the instruments due to repayments. Interest shall be defined as consideration for the time value of money and the credit risk associated with the principal amount outstanding and for other basic lending risks and costs (liquidity risk and administrative costs), as well as a profit margin.

Classification of Financial Assets

a) Financial assets measured at amortised cost

Financial assets shall be measured at amortised cost if they are held within a business model whose objective shall be to hold for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. After initial measurement, debt instruments in this category shall be carried at amortized cost using the effective interest rate method. The effective interest rate shall be the rate that discounts estimated future cash payments or receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. Amortized cost shall be calculated taking into account any discount or premium on acquisition, transaction costs and fees that shall be an integral part of the effective interest rate.

Amortization shall be included in Interest income in the Consolidated Statement of Income. Impairment on financial assets measured at amortized cost shall be calculated using the expected credit loss approach. Financial assets measured at amortized cost shall be presented net of the allowance for credit losses (ECL) in the statement of financial position.