Quarter 5 - financial statement for 2025

Consolidated and Separate Financial Statements 31 December 2025

Page

Corporate Information 2

Report of the Directors 6

Statement of directors' responsibilities 11

Report of the statutory audit committee 12

Corporate Governance Report 14

Certification pursuant to section88-89 of the Investment and Securities Act 2025 24

Management's Annual assessment of, and report on, Custodian Investment Plc Internal Control 25

Over Financial Reporting

Executive summary/financial highlights 28

Assurance report of Independent Auditor on Management Assessment of Internal controls over 29

Financial Reporting

Independent Auditors' Report on the Audit of the Financial Statements 32

Consolidated and separate statement of financial position 39

Consolidated and separate statements of profit or loss and other comprehensive income 40

Consolidated and separate statement of changes in equity 41

Consolidated and separate statement of cash flows 43

Notes to the consolidated and separate financial statements 44

Risk Management Framework 135

Statement of Value Added 169

Five-year financial summary

Shareholding Structure and Free Float status

170

172

Dr. (Mrs.) Omobola Johnson [Chairman] Mr. Wole Oshin [Managing Director]

Mr. Richard Asabia (Retired on July 28, 2025) Mr. Ravi Sharma

Mr. Olakunle Ade-Ojo Mrs. Mimi Ade-Odiachi Mrs. Binta Max-Gbinije

Dr. Babatunde Sodade (Independent Non-Executive Director appointed on July 28, 2025) Mr. Folasope Aiyesimoju* (Non-Executive Director appointed on July 28, 2025)

Mr. Adeniyi Falade

*Formally joined the Board of Directors in November, 2025

Custodian Trustees Limited 16A, Commercial Avenue Sabo, Yaba,

Lagos.

Phone: +234 01-2774000-9

RC No. 171209

Custodian House

16A, Commercial Avenue Sabo, Yaba,

Lagos.

Phone: +234 01-2774000-9

Email: investors@custodianplc.com.ng Website: https://www.custodianplc.com.ng

Custodian and Allied Insurance Limited Custodian Life Assurance Limited CrusaderSterling Pensions Limited Custodian Trustees Limited

Quest Merchant Bank Limited UPDC Plc.

Interstate Securities Limited

Deloitte & Touche Civic Towers, Plot GA1,

Ozumba Mbadiwe Avenue, Victoria Island, Lagos State

Meristem Registrars & Probate Services Limited 213, Herbert Macaulay Way,

Yaba, Lagos.

First Bank of Nigeria Limited Zenith Bank Plc

Guaranty Trust Bank Plc

First City Monument Bank Plc

EY Actuary (General Insurance Business) 10th & 13th Floors, UBA House

57, Marina Lagos.

Zamara Consulting Actuaries Nigeria Limited (Life Insurance Business)

4th Floor, 70 Adetokunbo Ademola Street Victoria Island

Lagos

Custodian House

16A, Commercial Avenue, Sabo, Yaba,

Lagos.

Tel: [+234] 1 2707206-7, 2793740, 27937401

0700-CUSTODIAN, [+234] 1 2774000-9

Fax: [+234] 1 2707203

P. O. Box 2101, Lagos.

Email: investors@custodianplc.com.ng Website: https://www.custodianplc.com.ng

BRANCH DIRECTORY

36 Totoro Road, Abeokuta, Ogun state. Tel: 08166904601

3rd Floor, Oakland Center. Plot 2940, Cadastral Zone, Maitama District, Abuja.

Tel: 09- 2900465

2nd Floor, Right Wing, Bank of Industry (BOI) Building, Alagbaka, Akure,

Ondo State.

Tel: 07068517931

Amuwo Odofin, Lagos. Tel: 01-2934178

3rd Floor Left Wing, Gold Crest Plaza,

Ikota First Gate, Lekki-Epe Expressway, Lagos. Tel: 09095695900

Suite 3 & 7, Empire House, 339 Nnebuisi Road, Opposite Stadium,

Asaba, Delta State.

2, Jolly Nyame Crescent, Bauchi, Bauchi State. Bayelsa

Creek plaza, Igbi junction, Yenogoa, Bayelsa State.

4th Floor, West Wing, 34, Akpakpava Road, Benin City, Edo State.

3rd Floor, NASCO Building. 29, Burma Road, Apapa, Lagos. 07066908842 09039134310

27, Commercial Avenue, Sabo, Yaba, Lagos. Tel: 09087685218

Tejuosho Shopping Mall, Shop H4016,

Tejuosho, Lagos State. Tel: 08093159209

8, Obafemi Awolowo Way, Alausa, Ikeja, Lagos.

014541536

60, Lagos Road, Ikorodu, Lagos. Tel: 09069149532

2nd Floor, 45, Murtala Muhammed Highway Calabar, Cross River State.

Tel: 09095263143

32/48, Chime Avenue, New Haven, Enugu State.

Unit 4 & 5, 222 Aba Road, Port Harcourt, Rivers State. Tel: 07085000046

6, Airport Road, Effurun, Delta State. 09071437012

9 Onireke Residential Layout Ibadan, Oyo State.

Tel: 022 - 918538

163, Ajase-Ipo Road, Ilorin, Kwara State,

6/7, Boundary Street, Old Bukuru Park, Jos, Plateau State.

3, kanta Road, Turaki Ali House, Kaduna State. Tel: 09079834130

Suite 13, No.15, Bank Road, Kano, Kano State.

16, Awka Road,

Onitsha, Anambra State. Tel: 09032537339

37B, Gbogan, Ibadan Road,

Opposite Fakunle Comprehensive High School, Osogbo, Osun State.

Tel: 08133587587

9 Egbu Road, Owerri, Imo State. 083-431158

82, Abak Road, Uyo, Akwa Ibom State.

The Board of Directors is pleased to present their report on the affairs of Custodian Investment Plc ("the Company") and its subsidiaries ("the Group"), together with the Consolidated and Separate Audited Financial Statements for the financial year ended December 31, 2025.

The Company commenced business on July 1, 1995

The Company was incorporated as a Private Limited Liability Company on August 22, 1991, under the name Accident and General Insurance Company Limited. It received approval to change its name to Custodian and Allied Insurance Limited on February 5, 1993, and later obtained authorization to convert to a Public Limited Liability Company on September 29, 2006. In March 2013, the Company was renamed Custodian and Allied Plc. Following a Special Resolution and approval from the Corporate Affairs Commission on May 24, 2018, its name was changed to Custodian Investment Plc.

To be the preferred partner in creating and preserving wealth.

Custodian Investment Plc is a conglomerate having interests in Life Assurance, General Insurance, Pensions, Trustees, Property and Financial Services Business.

Information relating to changes in property and equipment is given in Note 18 to the consolidated and separate financial statements. In the opinion of the Directors, the market value of the Company's properties is not less than the value shown in the financial statements.

The Board of Directors proposed and paid an Interim Dividend of 25kobo per ordinary share of 50kobo each (2024: 15kobo), which was paid to shareholders on the Register of Members at the closure date.

The Directors recommend the payment of a Final Dividend of N2.50 per ordinary share of 50kobo each (bringing the Total Dividend on the results for financial year ended December 31, 2025 to N2.75 kobo (2024: N1.25kobo per share), payable to shareholders on the Register of Members at the closure date. Withholding tax would be deducted at the time of payment.

Subsequent to the reporting date of 31 December 2025, the banking subsidiary, Quest Merchant Bank, made further progress in its recapitalization efforts to meet the 31 March 2026 regulatory deadline. The capital-raising exercise has now been completed. However, as at the date the financial statements were approved, the Bank's regulator had not yet finalized the verification of all amounts raised. Upon completion of this verification process, the Company's shareholding in the bank will be diluted in line with the regulatory threshold set by the CBN for any Partner within the Everquest Consortium, as the shareholder base will expand with the infusion of new capital from incoming investors.

The Directors who held office during the period, together with their direct and indirect interests in the issued share capital of the Company as recorded in the register of Directors shareholdings and/or as notified by them for the purposes of section 301 of the Companies and Allied Matters Act, 2020 and the listing requirements of The Nigerian Exchange are noted below:

Consolidated & Separate Financial Statements For the year Ended 31 December 2025

Number of 50 kobo ordinary shares held as of December 31, 2025:

The following Directors have indirect shares in Custodian Investment Plc:

*Indirect shares held by Mr. Wole Oshin are in respect of Gratitude Africa Limited.

**Indirect shares held by Mr. Richard Asabia are in respect of Interstate Securities Limited.

***Indirect shares held by Mr. Olakunle Ade-Ojo are in respect of Mikeade Investments Limited.

For the purpose of Section 303 of the Companies and Allied Matters Act, 2020, none of the Directors had direct or indirect interest in contracts or proposed contracts with the Company during the year.

7

For the purpose of Section 303 of the Companies and Allied Matters Act, 2020, none of the Directors had direct or indirect interest in contracts or proposed contracts with the Company during the year.

According to the Register of Members, the following shareholders of the Company held more than 5% of the issued share capital* as at December 31, 2025:

*No other individual Shareholder held up to 5% of the Company's Issued Share Capital as of December 31, 2025.

The range analysis of the distribution of the shares of the Company as of December 31, 2025, is as follows:

Custodian Investment Plc's Directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the Group and the Company at the end of each financial period as well as the profit or loss for that period in compliance with the Companies and Allied Matters Act, 2020. In so doing, the Directors ensure that:

• Applicable accounting standards are adhered to.

• Proper accounting records are maintained.

• Suitable accounting policies are adopted and consistently applied.

• Adequate internal control procedures are established to the extent possible, ensuring asset protection and the prevention and detection of fraud and irregularities.

• Judgments and estimates are made reasonably and prudently.

• The going-concern basis is applied unless it is inappropriate to assume that the Company will continue operating.

1. Employee Involvement and Training

   The organisation promotes employee participation in decision-making on matters affecting their well-being through various forums. Employees are given opportunities to discuss issues concerning both the Company and their interests, allowing them to contribute to decision-making processes.

   As part of its commitment to continuous development, the Company regularly nominates employees for training programmes, which are complemented by on-the-job training to enhance their skills and expertise.

2. Employment of Physically Challenged Persons

   Custodian upholds a policy of fair consideration for employment applications from physically challenged individuals, taking into account their abilities and aptitude. The Company's policy prohibits discrimination against physically challenged persons in the recruitment, training, and career development of its employees. If a staff member becomes disabled, the Company will make every effort to support their continued employment, including arranging appropriate training to help them integrate into the working environment.

3. Health, Safety and Welfare

   Custodian upholds strict health and safety regulations across its premises, ensuring employees are well-informed about existing guidelines. The Company offers comprehensive health insurance coverage to all employees, supporting their medical care and treatment needs.

   To enhance safety, fire prevention and firefighting equipment are strategically positioned within the premises, with periodic fire drills conducted to raise staff awareness and preparedness.

   Additionally, Custodian provides Group Life and Group Personal Accident Insurance for employees' benefit and operates a contributory pension plan in compliance with the Pension Reform Act 2014.

4. Research and Development

Custodian fosters a culture of research and development across the Group, driven by its dedication to upholding exceptional standards.

Messrs. Deloitte & Touche were the Auditors of the Company during the year under review, and they would be considered for re-appointment in line with Section 401 of the Companies and Allied Matters Act, 2020.

Experience has shown that many shareholders did not receive their dividend warrants several weeks after the dividend warrants were dispatched.

To prevent and facilitate the prompt receipt of your future dividends and bonus certificates in line with good corporate governance, the Company encourages its shareholders to embrace the e-dividend opportunity which is a fast, reliable and efficient way of receiving dividends and bonus directly into Bank and personal Accounts with the Central Securities Clearing System [CSCS]. This will substantially reduce the incidence of unclaimed dividends.

To take advantage of the e-dividend and e-bonus system, you need to have a Bank Account as well as a CSCS Account to be opened with the assistance of a Stockbroker of your choice. Accordingly, we implore our shareholders to complete the detachable forms in the Annual Report indicating their preferred Bank Accounts and forward same to the Company's Registrars for necessary action.

Meristem Registrars & Probate Services Limited 213 Herbert Macaulay Way,

Yaba, Lagos.

Website: https://www.meristemregistrars.com

Tel: +234 [1]8920491-2, +234 [1] 2809250-3

The Companies and Allied Matters Act, 2020, requires the Directors to prepare financial statements for each financial year that present fairly, in all material respects, the state of financial affairs of the Company and its subsidiaries at the end of the year and of its profit or loss. The responsibilities include ensuring that the Company and its subsidiaries:

1. keep proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act, 2020.

2. establish adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. prepare its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates are consistently applied.

The Directors accept responsibility for the preparation and fair presentation of the annual consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards, the provisions of the Companies and Allied Matters Act, 2020, Pension Reform Act 2014, Nigerian Insurance Industry Reform Act 2025, Investment and Securities Act, 2025 and Financial Reporting Council of Nigeria Act No. 6, 2011..

The Directors are of the opinion that the consolidated and separate financial statements present fairly, in all material respects, the state of the financial affairs of the Company and its subsidiaries and of its profit. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of consolidated and separate financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Company and its subsidiaries will not remain a going concern for at least twelve months from the date of this statement.

Chairman Managing Director

FRC/2018/PRO/DIR/003/00000018366 FRC/2013/PRO/DIR/003/00000003054

In accordance with the provision of Section 404 (4) of the Companies and Allied Matters Act, 2020, the members of the Audit Committee of Custodian Investment Plc hereby report as follows:

• We have exercised our statutory functions under Section 404 (4) of the Companies and Allied Matters Act, 2020 and acknowledge the co-operation of Management and staff in the conduct of these responsibilities.

• We are of the opinion that the accounting and reporting policies of the Group are in accordance with legal requirements and agreed ethical practices and that the scope and planning of both the external and internal audit for the year ended December 31, 2025, were satisfactory and reinforce the Group's internal control systems.

• We have deliberated with the External Auditors, who have confirmed that necessary co-operation was received from Management in the course of their statutory audit, and we are satisfied with Management's response to the External Auditor's recommendations on accounting and internal control matters and with the effectiveness of the Group's system of accounting and internal control.

  
  
  Mr. Olaniyi Dada

  Chairman, Audit Committee

  FRC/2013/PRO/ICAN/004/00000003137

  Lagos, Nigeria.

  24 March, 2026

  Members of the Statutory Audit Committee

  • Mr. Olaniyi Dada - Chairman

  • Mr. Richard Asabia - Member

  • Mr. Ravi Sharma - Member

  • Group Captain Bola Sotubo (Rtd.) - Member

  • Chief (Mrs.) Margaret Giwa -Member (Appointed at the Annual General Meeting of May 2, 2025)

  PROFILE OF SHAREHOLDERS REPRESENTATIVES ON THE STATUTORY AUDIT COMMITTEE MR. OLANIYI DADA - BSc. [Economics], ACA, ACTI

  Mr. Olaniyi Dada holds a Bachelor's degree in Economics, he is also a fellow of the Institute of Chartered Accountants of Nigeria and the Chartered Institute of Taxation of Nigeria. He started his career at Securities and Exchange Commission and proceeded to KPMG Audit [formerly Peat Marwick Ani Ogunde & Chartered Accountants] from 1987 -1992. He joined Olukayode Akindele & Co [Chartered Accountants] in 1993. On resigning from Olukayode Akindele & Co in 2001, he established the accounting firm of Niyi Dada Chartered Accountants. He is also the principal partner at SDG Consulting Associates.

  He is Chairman of the Statutory Audit Committee of Custodian Investment Plc.

  GROUP CAPTAIN BOLA SOTUBO (Rtd.) BSc, MBA, LL. B, LL.M

  Group Captain Sotubo [rtd] studied Business Administration at the University of Nigeria, Nsukka and graduated in 1973. He has an MBA from Indiana University Bloomington Indiana [1976]. He joined the Nigerian Air Force in 1977 from where he retired in 1999. In 2002, he graduated from the Faculty of Law, University of Lagos and was called to the Nigerian Bar in 2004. He also has an LLM degree from the University of London.

  He started his legal career with the firm of Dapo Abudu & Co as counsel before moving to Yomi Sotubo & Co as the principal partner.

  Chief [Mrs.] Margaret Giwa

  Chief (Mrs.) Margaret Giwa is a seasoned professional, who brings in a wealth of experience of over three decades in Business Management and Real Estate. She holds a Bachelor of Arts degree in English Education and a Master's in International Law & Diplomacy. She is a member of the Institute of Directors (IOD) and sits on the Boards of other companies.

  CORPORATE GOVERNANCE

  Custodian Investment Plc values its shareholders. We appreciate the fact that our shareholders require ethical behavior and good administration of the Company. Consequently, the Company has imbibed a culture of compliance to ensure that its operations are conducted in accordance with the principles of probity, accountability, transparency and fairness.

  The Company has in place a framework to ensure effective shareholders participation. Our shareholders approve the appointment of members of the Board of Directors, who in turn supervise the activities of Management. The confidence of investors, clients, employees and stakeholders is reinforced by this governance framework.

  At Custodian, regulatory compliance is fundamental to our corporate governance framework which is designed to ensure consistent compliance with the Nigerian Code of Corporate Governance, Securities and Exchange Commission's Corporate Governance Guidelines (SCGG), international best practices as well as the post-Listing requirements of the Nigerian Exchange (NGX). This is in addition to the Company's Board Charter and the Memorandum and Articles of Association which collectively provide a springboard for sound corporate governance. Our internal control system ensures that we meet the legal, regulatory, and ethical standards required of the Board, Management, and staff in the day-to-day activities of the Company.

  The Company believes the input of stakeholders enhances competitiveness and overall performance. We therefore encourage teamwork and recognize inputs from shareholders, employees, clients, creditors and suppliers. Our Corporate Governance framework encapsulates the effective management and promotion of stakeholders' engagement in achieving our objectives.

  Ethical Standards

  Custodian is devoted to acting with utmost integrity and expects same of every employee. The Board has adopted the Nigerian Code of Corporate Governance, 2018, which sets out the Corporate Governance best practice framework for the Company and incorporates the laws, rules and regulations it is required to comply with. Noting that the Company is also expected to comply with:

• Companies and Allied Matters Act, 2020

• The Nigerian Stock Exchange Rules and Regulations.

• The Investments and Securities Act, 2025.

• Financial Reporting Council of Nigeria Act, 2011.

• International best practice.

• The Company's Memorandum and Articles of Association.

• The Securities and Exchange Commission Consolidated Rules and Regulations, 2013.

• Financial Reporting Council Audit Regulations, 2020

The Company's Code of Conduct and Board Charter reinforce Custodian's policy to conduct its affairs in line with all applicable laws and regulations and to observe the highest standards of business ethics. Thus, the Company expects that the spirit as well as the letter of these standards are followed by Directors, Officers and Employees of the Company, its Subsidiaries and Affiliates. This is transmitted to every new Director, Officer and Employee and was communicated to those in office at the time the Standards of Business Conduct were adopted.

Custodian Investment Plc is a public limited liability company as defined under the Companies and Allied Matters Act 2020 [the Act]. Corporate powers reside in the Board of Directors and the Shareholders at the Annual General Meeting. The functions and powers of both bodies are stipulated by the Act and the Company's Memorandum and Articles of Association.

Annual General Meetings are vital to the Company's Corporate Governance framework and are duly convened in line with the Company's Articles of Association and existing statutory requirements. Attendance at Annual General Meetings is open to all Shareholders or their proxies while the principle of 'one share, one vote' applies.

Representatives of the Nigerian Exchange Regulation (NGX Regulation), the Securities and Exchange Commission and the Corporate Affairs Commission usually monitor proceedings at the Company's Annual General Meetings as well as representatives of Shareholders Associations.

The Board acts on behalf of Shareholders and is responsible for promoting the long-term success of the Company and for setting the Group's strategy, against which Management's performance is measured. It sets the Group's risk appetite and satisfies itself that financial controls and risk management systems are robust, whilst ensuring the Group is adequately resourced. It is also responsible for setting the values and supporting the culture of the Group and ensures appropriate dialogue with Shareholders on strategy and remuneration.

The Company's Board consists of persons of diverse discipline and skills, selected on the basis of professional background and expertise, business experience and integrity as well as knowledge of the Company's business.

The Board ensures regular training of its directors on issues pertaining to their oversight functions and Corporate

Governance. The Board or a Committee of the Board receives and reviews Management's reports.

The Company's Board is accountable to Shareholders and ensures that the conduct of its activities is within the applicable regulatory framework. The Board is responsible for reviewing the Company's performance, setting objectives, and determining strategy. In doing this, the Board safeguards the Company's interests and aspires to achieve a long-term increase in the Company's values.

The ultimate responsibility for the Company's operations rests with the Board. The Board retains effective control through a well-developed Committee structure that provides in-depth focus on the Board's responsibilities. Each Board Committee has a written term of reference and presents regular reports to the Board on its activities. The Board delegates the responsibility for the day-to-day operations of the Company to Management.

The Company's Directors are expected to contribute views and judgment at Board deliberations that are independent of Management and free of any business or other relationship or circumstance that could materially interfere with the exercise of objective, unfettered or independent judgment, having regard to the best interest of the Company.

The Board meets quarterly. Meetings are held at such times and places as determined by the Board, while special meetings are convened as may be required.

Directors are provided with notices, agenda and meeting documents ahead of each meeting to enable them prepare adequately for meetings. Directors are also provided with regular updates on developments in the regulatory and business environment.

The Board does not believe that Directors who retire or change the position they held when they became a member of the Board should necessarily leave the Board. However, promptly following such an event, the Director must notify the Board of such event and the Board may take such event into consideration when determining whether to re-nominate such Director.

Custodian's Board Succession Policy ensures that it is managed and overseen by knowledgeable, capable and trustworthy individuals. In making Board appointments, the Board recognises knowledge, experience and skill of prospective Directors as well as other qualities considered necessary for the role. The Board Establishment and Governance Committee is responsible for Directors' succession planning and recommends new appointments to the Board.

Upon appointment to the Board, newly appointed Directors are given adequate orientation regarding the Group's businesses, Corporate Governance and reporting procedures and are updated on such matters on a continuing basis. Directors are briefed on policies and procedures applicable to Board and Board Committees as well as on the rights and responsibilities of Directors. Various information reports are sent to the Board in order to keep them informed of the Group's undertakings.

Custodian attaches great importance to training its Directors and for this purpose, continuously offers training and education to its Directors, in order to enhance their performance on the Board and the various committees to which they belong.

In accordance with the Company's Articles of Association, one third of all Non-Executive Directors are offered for re-election every year together with Directors appointed by the Board since the last Annual General Meeting.

In keeping with this requirement, Dr. (Mrs.) Omobola Johnson and Ravi Sharma will retire at this Annual General Meeting and being eligible for re-election will submit themselves for re-election.

The Board confirms that following a formal evaluation, these Directors continue to demonstrate commitment to their duties and roles as Non-Executive Directors. The Board is convinced that the Directors standing for re-election and election will continue to add value to the Company. The Board believes that they are required to maintain the balance of skill, knowledge, and experience on the Board.

The biographical details of Directors are set in the Annual Report.

The Company recognises the importance of the free flow of complete, adequate and timely information to the Directors to enable them make informed decisions in the discharge of their responsibilities. There is ongoing engagement between Executive Management and the Board. The Company's External Auditors attend the Statutory Audit Committee meetings to make presentations on the audit of the Group's Financial Statements. Directors have unrestricted access to Management and Company's information in addition to the necessary resources to carry out their responsibilities.

The Board has the authority to retain, terminate and determine the fees and terms of engagement of consultants, legal counsel and other advisers to the Board as the Board may deem appropriate in its discretion.

The Board is made up of a Non-Executive Chairman, five (5) Non-Executive Directors and two (2) Executive Directors. Two (2) of the Non-Executive Directors are Independent Directors, appointed in compliance with the criteria laid down by the Nigerian Code of Corporate Governance and the Company's Code of Conduct & Board Charter and met the requirement that an Independent Director should not have any significant shareholding interest in the Company.

The Managing Director/Chief Executive is responsible for the day to day running of the Company.

The Board exercises oversight responsibility through its standing Committees, each of which has a Charter that clearly defines its purpose, composition, structure, frequency of meetings, duties, tenure, and reporting lines to the Board. In line with best practice, the Chairman of the Board is not a member of any Committee. The Board has four Committees, namely: the Board Audit, Compliance and Risk Management Committee, the Board Finance, Investment and General-Purpose Committee, the Board Establishment and Governance Committee and the Statutory Audit Committee.

Whilst the various Board Committees have the authority to examine issues within their terms of reference and report to the Board with their decisions and/or recommendations, the ultimate responsibility for all matters lies with the Board.

Mrs. Mimi Ade-Odiachi - Chairman

Mr. Ravi Sharma

Mr. Olakunle Ade-Ojo

Mr. Richard Asabia (Retired from the Board in July 2025) Mrs. Binta Max-Gbinije

Dr. Tunde Sodade (Appointed a member of the Committee October 2025)

Mr. Folasope Aiyesimoju (Appointed a member of the Committee October 2025)

Board Finance, Investment and General-Purpose Committee

Mr. Richard Asabia - Chairman (Retired from the Board in July 2025) Mr. Olakunle Ade-Ojo

Mrs. Mimi Ade-Odiachi Mr. Wole Oshin

Mrs. Binta Max-Gbinije

Dr. Tunde Sodade (Appointed a member of the Committee in October 2025)

Mr. Folasope Aiyesimoju (Appointed a member of the Committee in October 2025)

Mr. Ravi Sharma - Chairman

Mr. Richard Asabia - Member (Retired from the Board in July 2025)

Mrs. Mimi Ade-Odiachi - Member

Dr. Tunde Sodade - Member (Appointed a member of the Committee October 2025)

Mr. Olaniyi Dada - Chairman Mr. Ravi Sharma

Group Captain Bola Sotubo (Rtd.)

Chief (Mrs.) Margaret Giwa (Appointed a member of the Committee May 2025)

Board of Directors

* Retired from the Board in July 2025

**Appointed a member of the Board in July 2025

***Appointed a member of the Board in July 2025

The Committee supports the Board in performing its oversight responsibility relating to the integrity of the Company's Financial Statements and the financial reporting process, as well as the independence and performance of the Company's Internal and External Auditors. It also oversees the Company's system of internal control.

The Committee has oversight of Management's process for the identification of significant risks across the Company and prevention, detection and reporting mechanisms. The Committee is charged with overseeing the Enterprise Risk Management framework of the Company and ensures the adequacy of provisions made for possibilities of any adverse changes in the industry and the economy. The Committee has the responsibility for the approval and review of the Company's risk management policy in line with the Company's risk appetite and risk strategy.

The Committee oversees the Company's compliance level with applicable laws and regulatory requirements. The

Committee reviews the report on audit, compliance and risk management on a quarterly basis.

The records of attendance at the Board Audit, Compliance and Risk Management Committee meetings are provided below:

*Retired from the Board July 2025

** Appointed a member of the Committee in October 2025

*** Appointed a member of the Committee in October 2025

The Committee is responsible for ensuring that guidelines for investment comply with legal and regulatory requirements and that investment activities reflect the goals/strategy of the Company. The Committee provides strategic assistance to Management and the full Board on Finance, Administration, Human Resources and General matters concerning the Company. The Committee periodically reviews changes in the economy and business environment, including emerging trends and other factors relevant to the Company's business. It has the responsibility for reviewing the Company's Accounts and it is also charged with the oversight of Management's compliance with budget.

*Retired from the Board in July 2025

**Appointed a member of the Committee in October 2025

*** Appointed a member of the Committee in October 2025

The Committee was established in accordance with statutory requirement and in compliance with Section 404 [2] of the Companies and Allied Matters Act, 2020. The Statutory Audit Committee has oversight responsibility for the Company's Financial Statements and ensures that they comply with applicable financial reporting standards. The Committee also reviews the scope and planning of audit requirements, reviews the findings on Management matters in conjunction with the External Auditor; makes recommendations to the Board in regard to the appointment, removal and remuneration of the Company's External Auditors; and authorises the internal auditor to carry out investigations into any activities of the Company which may be of interest or concern to the Committee.

The Statutory Audit Committee consists of four members, three Shareholders Representatives and one director. A director who was a member of the Committee retired from the Board in July 2025.

The records of attendance at Statutory Audit Committee meetings are provided below:

*Retired from the Board in July 2025

**Appointed as a member of the Committee at the Annual General Meeting of May 2, 2025

The Board Committee is charged with the responsibility of implementing the Company's policy on Directors' appointment, remuneration of Directors and Executive Management and succession planning. The Committee also ensures compliance with the Code of Corporate Governance adopted by the Company.

*Retired as a Director in July 2025

**Appointed a member of the Committee in October 2025

Custodian Investment Plc is committed to an open and consistent Communication Policy with Shareholders and other Stakeholders. The guiding principle is that all Shareholders should be given equal treatment in equal situations. As a result, price sensitive information is published timely in full, simple, and transparent format to the public at the same time.

Likewise, all Shareholders have equal opportunity at the Annual General Meeting to present questions to the Board and make comments on any aspect of the financial statements.

The Company's website https://www.custodianplc.com.ng remains an excellent resource to members who require constant information on the Company.

The Company's Directors are of the opinion that it is Management's responsibility to speak for the Company regarding communications with third parties, such as Investors, the Press and Public in general. Directors only engage in such communications at the request of or after consultation with Management.

The Board has established a system of independent annual evaluation of its performance, that of its Committees and individual Directors. The evaluation is conducted by an Independent Consultant approved by the Board. In this regard, the Society for Corporate Governance Nigeria was engaged to conduct the Board performance evaluation for the Financial Year Ended December 31, 2025. The Board believes that the use of an independent consultant promotes the objectivity and transparency of the evaluation process.

The annual appraisal covered all aspects of the Board's composition, structure, responsibilities, relationships, processes, individual members competencies and respective roles in the overall performance of the Board, as well as the Company's compliance status with the provisions of the Code of Corporate Governance. The result also confirmed that the individual Directors and the Board continue to operate at a high level of effectiveness and efficiency.

The result of the Board performance evaluation was presented to the Board at the Board Meeting which took place on 28 March 2025 and is contained in the Annual Report.

The qualifications and profile of Board members are periodically reviewed to ensure that the Board possesses diverse and varying expertise in the performance of its functions, a balanced mix of attributes and experiences enabling them to evaluate the Company's related and core business.

In line with best practice, there is separation of powers between the Chairman and the Managing Director; the roles of the Chairman and the Managing Director are separate and distinct. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Company.

The Board has delegated the responsibility for the day-to-day management of the Company to the Managing Director/Chief Executive Officer, who is supported by Executive Management. The Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board of Directors.

Custodian Trustees Limited acts as Company Secretary to the Company.

The Company Secretary works closely with the Chairman to manage the flow of information between the Board, its Committees and Senior Executives across the Group. The Company Secretary is also responsible for providing advice and support to the Board on governance related matters. The appointment and removal of the Company Secretary is subject to Board approval and all Directors have a right of access to information and advice, facilitated through the Company Secretary.

The Company Secretary is responsible for keeping Directors abreast of statutory requirements relating to Corporate Governance and providing guidance when required in relation to Directors' roles and responsibilities. The Secretariat maintains the register and other records of the Company and generally acts as a liaison between the Board and Shareholders.

In addition to the assistance provided by the Company Secretary, the Board reserves the right to obtain advice and assistance from relevant independent external professional advisers and experts at the expense of the Company.

Custodian is committed to high ethical standards and integrity. The Company's Anti-Bribery & Corruption Policy prohibits offering of or giving something valuable for the purpose of persuading an official or any person to misuse his office to benefit the Company or its employees. The Policy also prohibits receiving something valuable for the purpose of influencing an official action. The Company's Board of Directors and Senior Management are charged with the responsibility of ensuring that the Company complies with the Policy.

Consistent with Custodian's policy, remuneration of Executive Directors is fixed by the Establishment and Governance Committee of the Board, which also has the responsibility of making recommendations to the Board on all payments made to Executive Directors.

Non-Executive Directors are remunerated in line with the Company's policy of providing them with fixed annual fees

and sitting allowances for their service on the Board and Committees.

The Board ensures shareholders' rights are always protected, particularly their right to vote at general meetings. All shareholders are treated equally, regardless of the volume of shareholding or social status. The Board ensures that all Shareholders receive notices of meetings.

Custodian encourages its Shareholders to embrace the e-dividend opportunity in accordance with good Corporate Governance practice. This will enable the Company pay dividend due to Shareholders by directly crediting their designated bank accounts. It will also significantly lessen the incidences of unclaimed dividend.

The Company's Shareholders are implored to complete the detachable forms in the Annual Report stating their preferred Bank Accounts and make same available to the Company's Registrars, Meristem Registrars and Probate Services Limited.

Deloitte & Touche acted as the Company's External Auditors for the 2025 financial year. The firm ensures that its responsibilities to the Company are carried out in an independent manner.

The Board confirms that the Company has complied with the regulatory requirement as enshrined in the Code of Corporate Governance on the rotation of audit firm and audit partners.

Custodian's internal audit function provides oversight on significant compliance issues and guide strategies, policies and practices for assessing and managing risks across the Company. The Head of the Department is a competent professional Accountant with high integrity.

The Company's accounting practices are fundamental to the information required by its investors, customers, regulators and other stakeholders to facilitate objective evaluation of the Company and its prospects. Custodian's accounting records are presented in a concise and transparent manner, so that its financial position at any given time is adequately disclosed.

Reporting and disclosure requirements are in accordance with International Financial Reporting Standards [IFRS]. The Company ensures prudent financial reporting and maximum disclosure in the Annual Reports & Accounts.

Custodian has in place a policy regarding trading in its shares by its Directors and Employees with terms and conditions similar to the standards set out by the Securities and Exchange Commission and the Nigerian Exchange Limited.

Directors, Insiders and their related persons in possession of confidential price sensitive information ("insider information") are prohibited from dealing with the securities of the Company where such would amount to insider trading.

Detailed enquiries have been made regarding all Directors to ascertain whether they have complied with or whether there has been any non-compliance with the Listing Rules [relating to Securities Trading] and Custodian's Code of Conduct on Securities transactions. Full compliance by Directors in the 2025 financial year was established.

The Company acknowledges that a diverse workforce is of significant social and commercial value and important to being an inclusive Employer. Custodian accepts the value that diversity can bring, which includes:

• Providing greater alignment to customer needs.

• Improving creativity and innovation.

• Broadening the skills and experience of the labour pool from which Custodian can draw and attract top talent to our businesses.

The Company strives to create a work environment which is inclusive to all people regardless of gender, age, race, disability, cultural background, religion, family responsibilities or any other area of potential difference. All areas of diversity are important, and Custodian pays particular attention to gender diversity.

The Board Establishment and Governance Committee is tasked with the responsibility for the Group's succession planning process. The Committee identifies critical positions on the Board and Executive Management level that are deemed important to the achievement of the Company's business objectives and strategies and have a significant impact on the operations of the Company.

Custodian has a robust policy which is aligned to the Company's performance management process. The policy seeks to identify the competency requirements of critical and key positions, assess potential candidates, and develop required competency through planned development and learning initiatives.

Custodian priorities high ethical standards and expects its Board, Executives and Employees to observe such standards in all their dealings within the Group. The Company's Code of Ethics outlines the minimum standards of conduct expected in the management of the Company's businesses. All stakeholders are expected to comply with these standards in the discharge of their duties.

In line with the Board's commitment to instill the best corporate governance practices, a Whistle-blowing Policy ("Policy") was adopted by the Company. The Policy provides a channel for the Company's Employees and other relevant Stakeholders to raise concerns about workplace malpractices confidentially to enable the relevant authorities investigate and deal with such in a manner consistent with the Company's policies and relevant regulations. The Policy also provides for protection against harassment or victimization of Employees who report genuine concerns, malpractice or illegal acts or omissions by Directors and Employees.

Custodian's Whistle-blowing Policy ensures that whistle-blowing assists in uncovering significant risks in line with best practices. Under the Policy, a whistle-blower who in good faith, reports suspected violations or attempted violation of the Policy or who reports a request or offer of a corrupt payment is protected. A form for this purpose is available on the Company's website.

The Company is committed to responding to feedback from Clients, Investors and other Stakeholders and has established a Complaints Management Policy which lays the guidelines to effectively and efficiently respond to feedback in order to improve client experience, exceed customer's expectations and deliver better services.

The Policy seeks to establish a fair, impartial and objective mechanism for the handling and management of complaints by clients or investors and to establish a mechanism for implementation and monitoring of compliance with this Policy. The Policy and the Complaints Lodgment Form can be accessed on the Company's website.

Custodian Investment Plc is a Public Limited Liability Company and is subject to the jurisdiction of the Nigerian Code of Corporate Governance. The Board of Directors charged with the responsibility of ensuring compliance has submitted that the Company was in compliance with the provisions of the Code in the 2025

financial year as well as the post-listing requirements of the Nigerian Exchange Limited. The Company also complied with all the relevant laws of Nigeria.

Company Secretary

FRC/2013/PRO/NBA/002/0000002403

Dated this 27 March 2026

Consolidated Financial Statements For the year Ended 31 December 2025

We the undersigned hereby certify the following with regards to our Consolidated Financial Statements for the year ended 31 December, 2025, that:

1. We have reviewed the Report.

2. 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 the circumstances under which such statements were made.

3. To the best of our knowledge, the financial statement and other financial information included in the report fairly present in all material respects the financial condition and results of operation of the Company as of, and for the period presented in the report.

4. 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 are 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;

   4. Have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation;

5. We have disclosed to the auditors of the Company and its audit committee:

   1. All significant deficiency 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;

6. 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.

In compliance with the Section 405 of the Companies and Allied Matters Act, 2020 and, Investment and Securities Act (ISA) 2025 guidance of Securities and Exchange Commission (SEC) and Financial Reporting Council of Nigeria (FRC) on management's assessment of Internal Control Over Financial Reporting for the year ended 31 December 2025, we hereby attest as follows:

1. Custodian Investment Plc's management is responsible for establishing and maintaining a system of internal control over

   financial reporting ("ICFR") and attest that the entity's ICFR were effective as of 31 December, 2025.

2. Custodian Investment Plc's management has designed and maintained an internal control system as recommended by the Investment and Securities Act, 2007 which is able to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS).

3. That the Audited Financial Statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading.

4. In evaluating the effectiveness of the entity's ICFR, we adopted the Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). Based on our evaluation, we attest that the Internal Control Over Financial Reporting of Custodian Investment Plc is effective as of 31 December 2025.

5. During the assessment, Management became aware of a material weakness in internal controls around the accounting process for its equity accounted investment in prior years. The assessment revealed that the material weakness was occasioned by initial measure ment of the carrying ammount on the aquisition date. This resulted in the identification of prior-period misstatements and necessitated the restatement of comparative financial information, as disclosed in Note 65 to the financial statements.

Following the identification of this material weakness in the consolidation review control, Management as part of its remediation vi process implemented enhancements to the Group Consolidation and Reporting process. These actions included strengthened technical review procedures, improved documentation procedure, and increased senior-level oversight of consolidation and elimination journals. Management has tested the operating effectiveness of the enhanced controls and has concluded that for

the period ended, the remediation has operated reasonably, and the controls are sufficiently adequate.

1. Management takes responsibility to remediate deficiencies where identified. Any significant deficiencies in the design and operation of internal controls which could adversely affect the financial information of the entity has been disclosed to the independent Auditor and the Audit Committee.

2. Our auditor, Messrs Deloitte, has issued an attestation report on management's assessment of the entity's internal control over financial reporting as of 31 December 2025. This report will be filed as part of the annual report of Custodian Investment Plc.

Signed on behalf of the Directors by:

Date: 27 March 2026

Wole Oshin Friday Nwachukwu

Managing Director Chief Financial Officer

FRC/2013/PRO/DIR/003/00000003054 FRC/2013/PRO/ICAN/001/00000002207

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

To comply with the provisions of Section 1.3 of SEC guidance on implementation of Sections 88-89 of Investments and Securities Act 2025, I hereby make the following statements regarding the internal controls of Custodiaan Investment Plc for the year ended 31 December 2025.

I, Friday Nwachukwu , certify that:

1. I◻have reviewed this Management's assessment on internal control over financial reporting of Custodian Investment 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 year 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:

   1. are responsible for establishing and maintaining internal controls;

   2. 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.

   3. 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;

   4. 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.

Friday Nwachukwu

Chief Financial Officer

FRC/2013/PRO/ICAN/001/00000002207

Date: 27 March 2026

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

To comply with the provisions of Section 1.3 of SEC guidance on implementation of Sections 88-89 of Investments and Securities Act 2025, I hereby make the following statements regarding the internal controls of Custodiaan Investment Plc for the year ended 31 December 2025.

I, Wole Oshin , certify that:

1. I◻have reviewed this Management's assessment on internal control over financial reporting of Custodian Investment 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:

   1. are responsible for establishing and maintaining internal controls;

   2. 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.

   3. 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;

   4. 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 year 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.

Wole Oshin

Chief Executive Officer

FRC/2013/PRO/DIR/003/00000003054

Date: 27 March 2026

Custodian Investment Plc

Consolidated Financial Statements For the year ended 31 December 2025

We have performed a limited assurance engagement in respect of the systems of internal control over financial reporting of Custodian Investment Plc and its subsidiaries ("the Group") as of 31 December 2025, in accordance with the FRC Guidance on assurance engagement report on Internal Control over Financial Reporting and based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) ("the ICFR framework"), and the SEC Guidance on Implementation of Sections 88 of Investments and Securities Act 2025 and the FRC Guidance on Management report on Internal Control over Financial Reporting. Custodian Investment Plc's management is responsible for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting including the accompanying Management's Report on Internal Control Over Financial Reporting.

We have also audited, in accordance with the International Standards on Auditing, the financial statements of the Group and our report dated 31 March 2026 expressed an unmodified opinion.

Based on the procedures we have performed and the evidence that we have obtained, nothing has come to our attention that causes us to believe that the Group did not establish and maintain an effective system of Internal control over financial reporting, as of the specified date, based on the SEC Guidance on Management Report on Internal Control, over Financial Reporting/FRC guidance, on Management report on Internal Control over Financial Reporting.

Definition of internal control over financial reporting

Internal control over financial reporting is a process designed by, or under the supervision of, the entity's principal executive and principal financial officers, or persons performing similar functions, and effected by the entity's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A group's internal control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the group; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the group's assets that could have a material effect on the financial statements.

   
   
   

   Inherent limitations

   Our procedures included the examination of historical evidence of the design and implementation of the Group's system of internal control over financial reporting for the year ended 31 December 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our limited assurance report is subject to these inherent limitations.

   Directors' and Management's Responsibilities

   The Directors are responsible for ensuring the integrity of the entity's financial controls and reporting.

   Management is responsible for establishing and maintaining a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards and the ICFR framework.

   Section 7(2f) of the Financial Reporting Act 2023 (As amended) further requires that management perform an assessment of internal controls, including information system controls. Management is responsible for maintaining evidential matters, including documentation, to provide reasonable support for its assessment of internal control over financial reporting.

   Our Independence and Quality Control

   We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behavior.

   The firm applies the International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

   Auditor's Responsibility and Approach

   Our responsibility is to express a limited assurance opinion on the company's internal control over financial reporting based on our Assurance engagement.

   We performed our work in accordance with the FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting and the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements other than the Audits or Reviews of Historical Financial Information (ISAE 3000) revised. That Standard requires that we comply with ethical requirements and plan and perform the limited assurance engagement to obtain limited assurance on whether any matters come to our attention that causes us to believe that the Group did not establish and maintain an effective system of internal control over financial reporting in accordance with the ICFR framework.

   That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement.

   The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion on whether the Group established and maintained an effective system of internal control over financial reporting.

   As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances.

   We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

   
   
   
   
   For: Deloitte & Touche (FRC/2022/COY/091021)

   Chartered Accountants Lagos, Nigeria

   31 March 2026

   Engagement Partner: Faturoti Ayonike FRC/2022/PRO/ICAN/004/611525
   
   INDEPENDENT AUDITOR'S REPORT To the Shareholders of Custodian Investment Plc Report on the Audit of the Consolidated and Separate Financial Statements Opinion

   We have audited the consolidated and separate financial statements of Custodian Investment Plc and its subsidiaries (the Group and Company) set out on pages 39 to 172, which comprise the consolidated and separate statements of financial position as at year ended 31 December 2025, the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, the notes to the consolidated and separate financial statements, including a material accounting policy information.

   In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Custodian Investment Plc as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, the Insurance Act 2025, circulars and guidelines issued by the National Insurance Commission (NAICOM), Banks and Other Financial Institutions Act (BOFIA) 2020 and circulars issued by Central Bank of Nigeria, Pension Reform Act, Investments and Securities Act, 2025 and Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   Basis for Opinion

   We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the consolidated and separate Financial Statements section of our report. We are independent of the Group and Company in accordance with the requirements of the International Ethics Standards Board for Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA code), as applicable to audits of financial statements of public interest entities, other independence requirements applicable to performing audits of financial statements of public interest entities in Nigeria. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of consolidated and separate Financial Statements in Nigeria.

   We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

   
   
   Key Audit Matters

   Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

   Key Audit Matter

   How the matter was addressed in the audit

   Valuation of Insurance Contracts Liabilities IFRS 17 requires insurance liabilities to be measured at a current fulfilment value and provides a more uniform measurement and presentation approach for all insurance contracts. In line with the standard, the Group has adjusted the carrying amount of the liability for the remaining coverage to reflect the time value of money and the effect of financial risk using discount rates that reflect the characteristics of the cash flows of the group of insurance contracts at initial recognition. While for other business lines, the company has elected not to discount the liability for the remaining coverage. In estimating the claims payment pattern for liability for incurred claims, the Group sets assumptions regarding the future timing of the claims settlement and determines the best estimate for claims development or payment. As disclosed in note 20 C 21 to the consolidated and separate financial statements, the investment and insurance contract liabilities for the Group amounted to N274.227 billion. This represents about 32.16% of the Group's total liabilities as at 31 December 2025. Estimating insurance contract liabilities under IFRS 17 involves high estimation high estimation uncertainties and requires management to apply significant judgment and assumptions over uncertain future outcomes. Provisions for insurance contracts primarily comprise unexpired coverage provision (liability for remaining

   Our procedures included the following among others:

   • Reviewed the product classification, IFRS 17 policy and methodology papers.

   • Reviewed the Actuarial models and IFRS 17 Subledgers for completeness and accuracy.

   • Considered the validity of management's onerous assessment testing which is a key test performed to check that the liabilities are adequate in the context of expected experience. Our work on the onerous assessment test included assessing the reasonableness of the projected cashflows and challenging the assumptions adopted in the context of company and industry norms and specific product features.

   • Involved our Internal actuarial specialist in the review of the key assumptions and judgements in line with general actuarial methods and industry standards and assessment of the adequacy of the insurance liabilities in line with the requirement of IFRS 17.

   • Ensured the appropriateness of the journals posted, footed, and agreed the figures disclosed in the financial statements to the figures stated in the actuarial valuation after a thorough review of the basis and assumptions.

   • We reviewed the methodology and processes adopted by the insurance component

   coverage, LRC) and claims provisions (liability for incurred clams, LIC). The Group applied the IFRS 17 General Measurement Model (GMM) and Premium Allocation Approach (PAA) for measurement of groups of insurance contracts for its Life and Non-Life businesses respectively.	management for making reserves in the books of the company.
   Accounting estimates in respect of provisions for insurance contracts is an experience-based estimate involving use of historic claims data and complex actuarial methods and models, which involve significant assumptions on the frequency and extent of insurance events relating to the insurance contracts. The level of complexity, the significant judgments and assumptions applied by management in estimating these insurance contract liabilities is of significance to our audit	We found that the assumptions used by management were comparable with the market, accord with best practices, the key input data used in estimating the fair value of the insurance and investment contracts liabilities were reasonable in the circumstances. We consider the disclosure of the liabilities to be adequate, relevant, and useful.
   The Group has an in-house actuary who assesses, on periodic basis, an estimate of the insurance liabilities for the various portfolio managed by the group and the premium element of the individual deposit administration portion of the group's investment contract liabilities. At the end of each financial year, management employed the services of an external actuary in the review of its insurance liabilities after considering the accuracy and integrity of data used in the valuation.
   Based on the level of judgement, assumptions, and estimates involved in the assessment of the Insurance contract liabilities, we have determined that this is considered key audit matter in the consolidated and separate financial statements.

   • We tested entity's control around reserving process and maintenance of data for valuation of insurance contract liabilities.

   • We validated the data used in the valuation of the insurance contract liabilities.

   Key Audit Matter

   How the matter was addressed in the audit

   Purchase Price Allocation and determination of intangible assets arising on business acquisition -FBNQuest Merchant Bank Limited In 2025, Custodian Investment Plc concluded its acquisition of 85% interest in FBNQuest Merchant Bank Limited, for a purchase consideration of N29.18billion. The identification, measurement and valuation of the assets and liabilities acquired, in line with the requirements of IFRS 3, requires significant amount of judgement, assumptions, estimates and other macro-economic considerations which makes the accounting of the transaction complex. The Purchase Price Allocation (PPA) in respect of the acquisition was conducted by the Directors and the following intangible assets from the acquisition were identified in line with the requirements of the IFRS 3: The following valuation methods were adopted by the Directors on the valuation of the identified intangible assets: Based on the level of judgement, assumptions and estimates involved in the assessment of the transaction and as this is a single material transaction that occurred during the year, we have determined that this is considered key audit matter in the consolidated and separate financial statements.

   Our procedures included the following among others: We obtained and assessed the reasonableness of the Directors' determination of the fair value of the assets acquired. Together with the assistance of our independent internal financial advisory specialists, we performed the following audit procedures: We evaluated the assumptions used by management as prescribed by relevant accounting standards and market best practices. We considered the disclosures in the consolidated and separate financial statements to the requirements of the accounting standards.

   • Core deposits intangibles (CDI); C

   • Customer relationships

   • Income approach

   • Multi period excess earnings method

   1. Evaluated the assumptions, judgement and methodologies applied by the management in the fair valuation of the identified intangible assets for reasonableness.

   2. Assessed the basis for the identification of the intangible assets - Core deposits intangibles (CDI), and Customer relationships from the acquisition of FBNQuest Merchant Bank Limited.

   3. Obtained and reviewed the report issued by the Directors. This was challenged by our independent experts including the assumptions and judgement applied in the fair valuation of the intangible assets.

   4. Confirmed and agreed the figures in the report to the financial statements.

   Other Information

   The directors are responsible for the other information. The other information comprises the information included in the document titled " Custodian Investment Plc Annual Financial Statements for the year ended 31 December 2025", which includes the Directors' Report, Corporate Governance Report, Statement of Directors' Responsibilities, Certification of the Financial statements, the Board Audit Committee's Report, the Statement of Corporate Responsibility for Financial Statements, Certification of Management's assessment on Internal Control Over Financial Reporting and Other National Disclosures required by the Financial

   Reporting Council of Nigeria, which we obtained prior to the date of this report, and the Annual Report, which is expected to be made available to us after that date. The other information does not include the consolidated and separate financial statements and our auditor's report thereon.

   Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

   In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

   Responsibilities of the Directors for the Consolidated and Separate Financial Statements

   The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, the Insurance Act 2025, circulars and guidelines issued by the National Insurance Commission (NAICOM), Banks and Other Financial Institutions Act (BOFIA) 2020 and circulars issued by Central Bank of Nigeria, Pension Reform Act, Investments and Securities Act, 2025 and Financial Reporting Council of Nigeria (Amendment) Act,2023. and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

   In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and / or the Company or to cease operations, or have no realistic alternative but to do so.

   Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements

   Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

   As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

   • Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

   • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Company's internal control.

   • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

   • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and / or the Company to cease to continue as a going concern.

   • Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

   • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

   We communicate with the those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

   We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

   From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

   Report on Other Legal and Regulatory Requirements

   In accordance with the Fifth Schedule of Companies and Allied Matters Act we expressly state that:

   1. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

   2. The Group has kept proper books of account, so far as appears from our examination of those books.

   3. The Group and Company's financial position and its statement of profit or loss and other

comprehensive income are in agreement with the books of account and returns.

The Group contravened certain sections of the Financial Reporting Council of Nigeria Act Amended "2023" , National Insurance Commission Act "2025" and Nigerian Exchange Group Rules during the year and paid the sum of ₦21,630,000 as a penalty for a contravention during the year. Details of the contravention and the related penalties are as disclosed in note 46 to the consolidated and separate financial statements

In accordance with the requirements of the Financial Reporting Council, we performed a limited assurance engagement and reported on management's assessment of the Entity's internal control over financial reporting as of December 31, 2025. The work performed was done in accordance with FRC Guidance on assurance engagement report on Internal Control over Financial Reporting and based on the procedures we have performed and the evidence obtained; we have issued an Unmodified conclusion in our report dated 31 March 2026 as audit report. That report is included on page 29 of the financial statements.

FRC/2022/PRO/ICAN/004/611525

31 March 2026

Consolidated Financial Statements For the year ended 31 December 2025

Refer to note10 and note 65 for changes to presentation of comparative figures and restatement The accounts were approved by the Board of directors on 27 March 2026 and signed on its behalf by:

Dr. (Mrs.) Omobola Johnson Wole Oshin

Chairman Managing Director

Friday Nwachukwu

Chief Financial Officer

FRC/2018/PRO/DIR/003/00000018366 FRC/2013/PRO/DIR/003/00000003054 FRC/2013/PRO/ICAN/001/00000002

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