Fortis Global Insurance PlcNSENG: FTGINSURE

Quarter 5 - financial statement for 2024

· Issued by Fortis Global Insurance Plc


STANDARD ALLIANCE INSURANCE PLC FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

STANDARD ALLIANCE INSURANCE PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Content 1

Corporate Information 2

Results at a glance 3

Statement of Directors' Responsibilities 4

Report of the Directors 5 - 7

Certification pursuant to section 60(2) of Investment and Securities Act 8

Report of the Audit Committee 9

Corporate Governance Report 10 - 14

Independent Auditor's Report 15 - 18

Summary of Significant Accounting Policies 22 - 51

Statement of Financial Position 52

Statement of Profit or Loss and Other Comprehensive income 53

Statement of Changes in Equity 54

Statement of Cash Flows 55

Notes to the financial statements 56 - 98

Revenue Account 99

Other National Disclosures :

Statement of Value Added 100

Five year Financial Summary 101 - 102

Corporate information

Registration Number

- RC: 40590

Directors :

Mr. Johnson Chukwu Mr. Tayo Awodiya Mr. Oduniyi Odusi

Chairman

Chief Executive Officer Executive Director

Resigned 16 August 2024

Resigned 16 August 2024

Resigned 16 August 2024

Alh. Uwais Haruna Mohammed Independent Non-

Executive Director

Resigned 16 August 2024

Chief Uzoma Igbonwa Non-Executive Director Resigned 16 August 2024

Akin Iroko Chairman Appointed 23 September 2024 Nathaniel Ibitowa Non-Executive Director Appointed 23 September 2024 Rohan Fernando Non-Executive Director Appointed 23 September 2024 Musa Lawan Non-Executive Director Appointed 23 September 2024 Paulinus Offorzor Managing Director/CEO Appointed 23 September 2024 Michael Owope Chief Financial Officer Appointed 23 September 2024

Olutayo Amore ED - Technical Appointed 30 October 2024

Company Secretary - Bar. Halima Jimada

Registered Office - Plot 1 Block 94, Providence Street Lekki Scheme 1, Lekki

Lagos.

Registrar - First Registrars and Investor Services Limited Plot 2, Abebe Village Road, Iganmu

Lagos.

Bankers - Access Bank Plc

Ecobank Plc Fidelity Bank Plc

First City Monument Bank Limited First Bank of Nigeria Limited Guaranty Trust Bank Plc

Heritage Bank Limited Keystone Bank Limited Polaris Bank Limited Sterling Bank Plc Union Bank Plc

United Bank for Africa Plc Unity Bank Plc

Wema Bank Plc Zenith Bank Plc

Reinsurers - African Reinsurance Corporation Waica Reinsurance Corporation Plc Nigeria Reinsurance Corporation Zep Reinsurance Corporation

Nouvell Compagnie Africaine De Reassurance Aveni Reinsurance Company Ltd

Reinsurance Broker - Standard Insurance Brokers Limited

Auditor - Muhtari Dangana & Co (Chartered Accountants) Maanah Plaza

19, Araromi Street, Onikan - Lagos.

Actuary - Becoda Consulting Limited

No 7, Ibiyinka Olorunimbe Close Victoria Island, Lagos

- FRC/2015/PRO/NAS/004/00000012946

ESTATE SURVEYOR & VALUERS Omo Egbedi & Co

205 Igbosere Rd., Opposite Lagos High Court Marina Lagos FRC/2014/NIESV/000000007157

Results at a glance

Statement of Comprehensive income:

2024

N'000

2023

N'000

%

Change

Insurance revenue 413,635 418,062 (1)

Net insurance finance expenses

(347,586)

(323,532)

7

Management expenses

(103,859)

(18,374)

465

Profit/(Loss) before tax

4,993,511

(1,808,289)

376

Statement of Financial Position:

Cash and cash equivalents

540,667

644,272

(16)

Investment property

11,670,000

4,030,067

190

Insurance contract liabilities

4,855,759

5,062,390

(4)

Investment contract liabilities

2,898,330

2,667,359

9

Paid up share capital

6,455,515

6,455,515

-

Shareholders' funds

(1,074,853)

(4,913,611)

(78)

Total Assets

13,759,685

7,512,352

83

Per share data

Basic earnings per share (kobo)

38.65

(14.25)

371

Net assets per share (kobo)

(8)

(38)

78

Share price (kobo)

50

50

-

General

Number of Shareholders

70,401

70,401

-

Number of Employees

3

1

-

Number of Branches

1

1

-

STATEMENT OF DIRECTORS' RESPONSIBILITIES

In accordance with the provisions of the Companies and Allied Matters Act, 2020, the Insurance Act CAP I17, LFN, 2004 and National Insurance Commission's prudential guidelines 2015, the Directors are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the Company and the profit or loss and other comprehensive income for the financial year.

The Directors responsibilities include ensuring that the Company:

  1. implement appropriate internal controls to secure the assets of the Company, prevent and detect fraud and other financial irregularities

  2. keeps accounting records which disclose with reasonable accuracy the financial position of the Company and which ensure that the financial statements comply with the requirements of the Companies and Allied Matters Act 2020, Insurance Act CAP I17, LFN 2004, and NAICOM Prudential Guidelines and Circulars.

  3. 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.

    The Directors accept responsibility for maintaining adequate accounting records as required by:

    1. International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB);

    2. Companies and Allied Matters Act, 2020;

    3. Insurance Act, CAP I17, LFN 2004;

    4. NAICOM Prudential Guidelines and circulars.

The Directors are of the opinion that the financial statements give a true and fair view of the state of affairs of the Company and of the profit or loss for the year. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal control.



Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least 12 (twelve) months from the date of approval of the financial statements.



Mr. Michael Owope

Mr. Paulinus Offorzor

Mr. Akin Iroko

Chief Finance Officer

FRC/2018/PRO/ICAN/001/00000017730

Managing Director/CEO

FRC/2013/PRO/CIIN/002/00000003287

Chairman

FRC/2024/PRO/DIR/003/358339

REPORT OF THE DIRECTORS

The Directors have the pleasure of presenting their annual report and the audited financial statements of Standard Alliance Insurance Plc to the Shareholders along with the auditor's report for the year ended 31 December 2024. The Company's financial statements were prepared in compliance with the International Financial Reporting Standards (IFRS).

Principal activities and business review

The Company's principal activity is the provision of non-life and life underwriting and special risk underwriting. Such services include

provision of general insurance and life assurance services to both

individual and corporate customers.

The below is the summary of the Company's operating results:

Insurance revenue

2024

N'000

413,635

2023

N'000

457,421

Insurance service expenses

(347,586)

(323,531)

Profit/(Loss) before tax

4,993,511

(1,832,545)

Income tax expense

(3,120)

-

Profit/(Loss) for the year

4,990,391

(1,832,545)

Directors

The Directors of the Company are as follows:

Mr. Johnson Chukwu - Chairman Resigned 20 August 2024

Mr. Tayo Awodiya - Chief Executive Officer Resigned 30 August 2024

Mr. Oduniyi Odusi - Executive Director Resigned 28 June 2024 Alh. Uwais Haruna Mohammed - Independent Non-Executive Director Resigned 16 August 2024 Chief Uzoma Igbonwa - Non-Executive Director Resigned 30 June 2024

-

Akin Iroko

Chairman Appointed 23 September 2024

-

Nathaniel Ibitowa - Non-Executive Director (Nigerian) Appointed 23 September 2024 Rohan Fernando - Non-Executive Director (Sri Lankan) Appointed 23 September 2024 Musa Lawan - Non-Executive Director (Nigerian) Appointed 23 September 2024 Paulinus Offorzor - Managing Director/CEO (Nigerian) Appointed 23 September 2024 Michael Owope - Chief Financial Officer (Nigerian) Appointed 23 September 2024

Olutayo Amore - Executive Director-Technical (Nigerian) Appointed 30 October 2024

Directors' interests

The Directors' indirect interests in the issued share capital of the Company as recorded in the Register of members as at 31 December 2024 are as follows:

Endura Investment Global Limited

Nathaniel Ibitowa

1,570,387,454

12.16

Rohan Fernando

1,570,387,454

12.16

Contracts

In accordance with Section 303 of the Companies and Allied Matters Act 2020, none of the Directors notified the Company of any declarable interest in contracts involving the Company during the year under review.

Property, plant and equipment

Information relating to changes in tangible assets is given in Note 11 to the financial statements. The Directors are of the opinion that the market value of the Company's assets is not lower than the values shown in the financial statements.

Share capital information

  1. Share range analysis

    Number of % Share %

    Range of shares Shareholders Total Units Total

    1

    -

    1,000

    15,126

    21.49

    14,492,143

    0.11

    1,001

    -

    5,000

    27,647

    39.27

    86,388,122

    0.67

    5,001

    -

    10,000

    11,711

    16.63

    103,565,160

    0.80

    10,001

    -

    50,000

    11,831

    16.81

    282,768,978

    2.19

    50,001

    -

    100,000

    2,029

    2.88

    165,648,519

    1.28

    100,001

    -

    500,000

    1,534

    2.18

    340,954,565

    2.64

    500,001

    -

    1,000,000

    240

    0.34

    198,713,693

    1.54

    1,000,001

    -

    5,000,000

    165

    0.23

    363,668,833

    2.82

    5,000,001

    -

    10,000,000

    45

    0.06

    335,668,609

    2.60

    10,000,001

    -

    50,000,000

    40

    0.06

    853,979,957

    6.61

    50,000,001

    and above

    33 0.05

    10,165,182,007 78.73

    Total

    70,401 100

    12,911,030,586 100

  2. Substantial interests in shares

Apart from Gemrock Management Company Limited, Standard Alliance Investments Limited and FCMB Plc which hold 2,594,060,738 units (20.09%), 2,557,636,144 units (19.81%) and 700,000,000 units (5.42%) respectively, no other shareholder held more than 5% of the issued share capital of the Company as at 31 December 2024.

Corporate Social Responsibilies

The Company makes donations to charitable and non-profit organisations in appreciation of the society's contributions toward's the Company's progress.

No donation or charitable contributions were made during the year (2023:Nil)

Human resources

  1. Employment of disabled persons

    The Company operates a non-discriminatory policy in the consideration of applications for employment, including those received from disabled persons. The Company's policy is that the most qualified and experienced persons are recruited for appropriate job levels irrespective of applicants state of origin, enthnicity, religion or physical condition. In the event that any employee becomes disabled in the course of employment, the Company is in a position to arrange appropriate training to ensure continuous employment of such person without being subjected to any disadvantage in his/her career development.

  2. Health, safety and welfare of Employees

    The Company's business premises are designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. Health, safety and fire drills are regularly organised to keep employees alert at all times. Employees are adequately insured against occupational hazzards. In addition, the Company provides medical facilities to its employees and their immediate families at its expense.

  3. Employee involvement and training

The Company encourages participation of employees in arriving at decisions in respect of matters affecting their well being. Towards this end, the Company provides opportunities for employees to deliberate on issues affecting the Company and employees' interests, with a view to making inputs to decisions thereon. The Company places a high premium on the development of its manpower. Consequently, the Company sponsored its employees for various training courses both in Nigeria and abroad in the year under review.

Auditors

Muhtari Dangana & Co (Chartered Accountants) have expressed their willingness to continue in office as the Company's auditors in accordance with the provision of 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.



By order of the Board

Miss. Halima Jimada Comp. Sec/Legal Adviser

FRC/2024/PRO/NBA/004/605363

STANDARD ALLIANCE INSURANCE PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

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 our audited report for the year ended 31 December 2024 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 circumstances under which such statements were made;

  3. To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the company as of, and for the periods 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 is made known to such officers by others within the entity 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 as of that date;

  5. We have disclosed to the Auditors of the Company and Audit Committee:

    1. all significant deficiencies in the design or operations of internal controls which would adversely affect the

      Company's ability to record, process, summarize and report financial data;

    2. any fraud, whether or not material, that involves management or other employees who have significant

      roles 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.



Mr. Michael Owope Mr. Paulinus Offorzor

FRC/2018/PRO/ICAN/001/00000017730 FRC/2013/PRO/CIIN/002/00000003287

Chief Finance Officer Managing Director/CEO

STANDARD ALLIANCE INSURANCE PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

REPORT OF AUDIT COMMITTEE

TO THE MEMBERS OF STANDARD ALLIANCE INSURANCE PLC

In accordance with the provisions of Section 404 (7) of the Companies and Allied Matters Act 2020, we the Members of the Audit Committee of Standard Alliance Insurance Plc having carried out our statutory functions under the Act, hereby report as follows:

  • We have reviewed the scope and planning of the audit for the year ended 31 December, 2024 and we confirm that they were adequate.

  • We have reviewed the financial statements and are satisfied with the explanations and comments obtained

  • The Company's reporting and accounting policies as well as internal control systems conform to legal requirements and agreed ethical practices.

  • We are satisfied with the departmental responses to the External Auditors' findings on management matters for the year ended 31 December, 2024.

Finally, we acknowledge and appreciate the cooperation of Management and Staff in the conduct of these duties.



Nathaniel Ibitowa

Chairman of the Audit Committee

Members of the Audit Committee

Nathaniel Ibitowa

- Chairman

Appointed October 9, 2024

Musa Lawan

- Member

Appointed October 9, 2024

Rohan Fernando

- Member

Appointed October 9, 2024

Erinfolami Gafar

- Member

Appointed October 9, 2024

Matthew Esonanjor (SAN

- Member

Appointed October 9, 2024

Reporting entity

Standard Alliance Insurance Plc is a Company incorporated and domiciled in Nigeria. The address of the Company's registered office is Plot 1, Block 94, Providence Street, Lekki Scheme 1, Lekki - Epe Express way, Lekki, Lagos. The Company underwrites life and non-life insurance risks. The Company is listed on the Nigerian Stock Exchange.

The Company primarily operates in the insurance sector.

Standard Alliance Insurance Plc has over the years built an enviable reputation and has consistently adopted, implemented and applied international best practices in corporate governance, service delivery and value creation for all its stakeholders.

The Company's corporate governance principles are embodied in its Code of Corporate Governance, which represents the core values upon which the Company was founded. The code of Corporate Governance is designed to ensure that the Company's business is conducted in a fair, honest and transparent manner that conforms to high ethical standards. For the entity, good corporate governance goes beyond just adhering to rules and policies of the Regulators; it is about consistently creating excellent value for our stakeholders using the best possible principles within a sustainable and enduring system.

In order to remain a pace setter in the area of good corporate governance practice, the Company's corporate governance practices are constantly under review in line with the dynamics of the business environment and guidelines of the regulatory bodies.

Governance Structure

The Company is committed to high standards of corporate governance. Corporate governance practice in the Company is drawn from various applicable codes of corporate governance issued by National Insurance Commission (NAICOM) and Securities and Exchange Commission (SEC). This ensures compliance with regulatory requirement as well as the core value which the Company upholds.

The provision of the codes is geared towards ensuring transparency and accountability of the Board and Management to shareholders of the Company.

The Board of Directors

The newly reconstituted Board of Directors is made up of seven (7) members; the Chairman, three (3) Non-Exectuve Directors and three (3) Executive Directors.

All the Directors bring various and varied competencies to bear on all Board deliberations. The Directors individually have attained the highest pinnacle of their chosen professions. The Board meets quarterly and is responsible for effective control and monitoring of the Company's strategy.

The ultimate responsibility for the governance of the Company resides with the Board of Directors, which is accountable to the shareholders for creating and delivering sustainable value through the management of the Company's business. The Board is also responsible for the management of the Company's relationship with its various stakeholders. The day to day running of the Company is delegated to the Chief Executive Officer by the Board of Directors assisted by the Management Committees.

Responsibilities of the Board

The responsibilities of the Board of Directors include:

  1. Review corporate strategy, major plans of actions, risk policies, business plans, setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditures and acquisitions

  2. Select, compensate, monitor and when necessary, replace key executives and oversee succession planning.

  3. Monitor the effectiveness of the governance practices under which it operates and make changes as may be necessary.

  4. Ensure the integrity of the Company's accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial control and compliance with the law.

  5. Monitor and manage potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

  6. Supervise and monitor the execution of policies and providing direction for the management.

  7. Monitor potential risks within the company including recognising and encouraging honest whistle blowing.

  8. Oversee the process of disclosure and communication in the company.

Roles of Chairman and Chief Executive Officer

The roles of Chairman and Chief Executive are separate and no one individual combines the two positions. 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, monitor effectively and provide advice to promote the success of the Company. The Chairman also facilitates the contributions of Directors and promotes effective relationships and open communications between Executive and non-Executive Directors, both inside and outside the Boardroom.

The Board has delegated the responsibility for the day-to-day management of the Company to the Chief Executive Officer, who is supported by Executive Management. The Chief Executive Officer executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. Executive management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews Company performance, matters of strategic concern and any other matters it regards as material.

Board Committees

The Board carries out some of its responsibilities through the Board sub-committees whose terms of reference set out clearly their roles, responsibilities, scope of authority and procedures for reporting to the Board. Each committee is chaired by a non-Executive Director in compliance with principles of good corporate governance and the Audit Committee is chaired by a non- executive director. These committees report to the Board of Directors on their activities and decisions, which are ratified by the full Board. The Committees are as follows:

  1. The Finance, Strategy and General purposes Committee

    This is a standing Committee of the Board with the responsibility to review the Company investment portifolio. The terms of reference of the Committee includes:

    • Review of existing investments;

    • Review of investment strategies;

    • Review of company's investments by way of equities;

    • Review of Budgets.

    • Review and make recommendations on procedural manuals/policies;

    • Make recommendation on recruitment/termination of General Managers and above to the Board;

    • Strategy formulation;

    • Review of Human Capital Management Operations

    • Review of Marketing activities

      The Committee had the following members during the year under review:

      The Committee did not hold any meeting during the year under review because the Board of Directors were not sufficient in number.

  2. The Enterprise Risk Management and Governance Committee

    The terms of reference of this Committee includes the following:

    • Establish criteria for Board and Board Committee memberships, review candidate's qualifications and any potential conflict of interest, assess the contribution of current directors in connection with their re-appointment and make recommendations to the Board;

    • Prepare job specification for the Chairman's position, including assessment of time commitment required of the candidate;

    • Periodic evaluation of skills, knowledge and experience required on the Board;

    • Make recommendations on experience required by the Board Committee members, Committee appointments and removal, operating structure, reporting and other Committee operational matters;

    • Make recommendations on compensation structure for Executive Directors;

    • Provide input to the annual report of the Company in respect of Director's compensation;

    • Ensure Succession Policy and Plan, subsists for positions of Chairman, CEO/MD, Executive Directors and subsidiary MDs;

    • Ensure Board conducts Board Evaluation on annual basis;

    • Review performance and effectiveness of the subsidiary's Board on annual basis;

    • Review and make recommendations to Board for approval of the Company's organizational structure and any proposed amendments;

    • Review of performance bonuses;

    • Review of Staff Remuneration package.

    • Review and approval of the Company's Enterprise Risk Management policy including risk appetite and risk strategy;

    • Review the adequacy and effectiveness of risk management and controls;

    • Oversight of management's process for the identification of significant risks across the Company and the adequacy of prevention, detection and reporting mechanisms;

    • Review of the Company's compliance level with applicable laws and regulatory requirements which may impact the

      Company's risk profile;

    • Periodic review of changes in the economic and business environment, including emerging trends and other factors

      relevant to the Company's risk profile;

    • Review and recommend for approval of the Board risk management procedures and controls for new products and services.

      The Committee did not hold any meeting during the year under review because the Board of Directors were not sufficient in number.

  3. The Audit and Compliance Committee

    The Audit and Compliance Committee is made up of 6 (six) members, three representatives each of Shareholders and Directors. Its members are elected at the Annual General Meeting.

    In addition to its responsibility to review the scope, independence and objectivity of the audit, the Committee carries out all such matters as are referred to it by the Companies and Allied Matters Act, 2020. These functions include to:

    • Meet at least thrice yearly and once with the External Auditors;

    • Review Whistle blowing policy;

    • Periodic Evaluation of the Committee's performance;

    • Carrying out internal control checks on all company activities;

    • Make recommendations to the Board on sanctions in areas of default where necessary;

    • Receive and review integrity of data of the audited financial statements of the company;

    • Make recommendation on appointment and remuneration of external auditors;

    • Review and make recommendations based on Management letters issued by external auditors;

    • Monitor the quality of internal control procedures and compliance with regulatory policies.

The Committee had the following members during the year under review: Nathaniel Ibitowa - Chairman

Musa Lawan - Member

Rohan Fernando - Member

Erinfolami Gafar - Member

Matthew Esonanjor (SAN) - Member

This Committee was recently reconstituted after new core investors came on board. The previous Audit Committee of the former management did not hold any meeting in the year under review.

Internal Control

It is the responsibility of the Board of Directors to ensure that all the records are accurate and correctly reflect the financial position of the Company. The Board is mindful of the fact that as an insurance company, great relevance is placed by policy holders and potential investors on the accuracy of information contained in its financial statements.

In order to ensure the accuracy of its records, the Board sets standards that the Quality Assurance department implements system of internal control comprising policies, standards and procedures to ensure that the safety of assets and reduction of the risk of loss, error, fraud and other irregularities. Both the Quality Assurance (Internal Auditors) and the External Auditors independently appraise the adequacy of the internal controls.

Muhtari Dangana & Co (Chartered Acountants) acted as external auditors to the Company for the 2024 financial year. Their report for the year under review is contained on pages 20 - 23 of these financial statements.

Support Committees

  1. Executive Management Committee

    The Committee is responsible for strategic marketing activities, review of investment portfolio and approval of new products and branches. The members of the committee are:

    1. Chief Executive Officer

    2. Executive Director

    3. Chief Finance Officer

    4. Company Secretary

  2. Senior Management Committee

    The Committee is responsible for strategic initiatives on business generation and membership includes:

    1. Chief Executive Officer

    2. Executive Directors

    3. All Divisional Heads

    4. Head, Technical

    5. Head, Corporate Services

    6. Chief Finance Officer

    7. Head, Internal Control/Quality Assurance

    8. Head, Information Technology (IT)

  3. Weekly Activity Review Committee

    This Committee meets weekly to review business development activities of the entire Company. The Committee consists of:

    1. Chief Executive Officer

    2. All Divisional Heads

    3. Head, Technical

    4. Head, Information Technology

    5. Head, Corporate Services

    6. Head, Internal Audit/Quality Assurance

    7. Chief Finance Officer

    8. Head, Enterprise Risk Management

    9. All marketing staff

  4. Management Committee

This Committee meets every month to review the Company's performance. The meetings are usually held first Friday and Saturday following the end of each month.The Committee consists of:

  1. Chief Executive Officer

  2. Executive Director

  3. All Divisional Heads

  4. All Regional Heads

  5. All Branch Managers

  6. Head, Technical

  7. Head, Information Technology

  8. Chief Finance Officer

  9. Head, Corporate Services

  10. Head, Internal Audit/Quality Assurance

  11. Head, Enterprise Risk Management

MANAGEMENT'S REPORT ON THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING

To comply with the Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, we hereby make the following statements regarding the Internal Controls of Standard Alliance Insurance Plc for the year ended 31 December 2024

  1. Standard Alliance Insurance Plc management is responsible for establishing and maintaining a system of internal control over financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards and in the manner required by the Companies and Allied Matters Act (CAMA), 2020 and Financial Reporting Council of Nigeria (Amendment) Act, 2023

  2. Standard Alliance Insurance Plc's management used the Committee of Sponsoring Organisation of the Treadway Commission (COSO) Internal Control- Integrated Framework to conduct the required evaluation of the effectiveness of the Company's internal control over financial reporting (ICFR) and did not identify any material weakness.

  3. Based on procedures performed, Standard Alliance Insurance Plc's management has assessed that the Company's ICFR as of the end of 31 December 2024 is effective. However, management identified certain deficiencies in internal control considered to be significant deficiencies. The Company's operations were limited during the period.

    Due to the limited number of personnel in the company, there are inherent limitations to segregation of duties among the personnel. Key routines in the finance function such as reconciliation of bank accounts, reconciliation of significant ledger account balances and maintenance of the general ledger is not clearly segregated to mitigate risks. These deficiencies have been communicated to those charged with governance and remediation effected as appropriate.

  4. Standard Alliance Insurance Plc's external auditors, Messrs Muhtari Dangana & Co that audited the financial statements, issued an attestation report on management's assessment of the entity's internal control over financial reporting.

    Changes in Internal Control Over Financial Reporting

    There were no changes in our internal control over financial reporting that occurred subsequent to the date of our evaluation of the effectiveness of internal control over financial reporting that significantly affected, or are reasonably likely to significantly affect, the Company's internal control over financial reporting.



    Mr. Paulinus Offorzor Mr. Mike Owope

    Managing Director/CEO Chief Financial Officer

    FRC/2013/PRO/CIIN/002/00000003287 FRC/2018/PRO/ICAN/001/0000017730

    20 September 2025 20 September 2025

    CERTIFICATION OF MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

    In compliance with the provisions of section 405 of the Companies and Allied Matters Act, 2020 and, Provision of the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and its guidance on Assurance Engagement Report on Internal Control over Financial Reporting, the directors, whose names are stated below, hereby certify that:

    1. We have reviewed the Report on the Effectiveness of Internal Control over Financial Reporting as of 31 December 2024 of Standard Alliance Insurance Plc;

    2. Based on our 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 by this report;

    3. Based on our 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 company as of, and for, the periods presented in this report;

    4. We also certify that we:

      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 company, 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 the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards;

      4. have evaluated the effectiveness of the Company'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. We have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

      1. All significant deficiencies and that there are no material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

      2. There was no fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control system.

    6. We 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.



___________________________

Mr. Paulinus Offorzor Mr. Mike Owope

Managing Director/CEO Chief Financial Officer

FRC/2013/PRO/CIIN/002/00000003287 FRC/2018/PRO/ICAN/001/0000017730

20th September 2025 20th September 2025



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS y

OFFICES:

ABUJA:

36,DouWaStee|,

Off Herbert Macaulay way, Wuse Zone 5, Abuja

P.O. Box 7,436 Wuse

Abuja.

Tel: 08035159631,

09028213784.

KANO:

Fatima House, 18B, Murtala Mohammed way,

Opposite Daula Hotel,

P.O. Box 4698, Kano Tel: 08027085749

LAGOS:

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Independent Auditor's Limited Assurance Report To the f•tembers of Standard Allianoe Insurance Plc



Report on Limited assurance engagement performed on management's assessment of internal controls over financial reporting

Conclusion

We have performed a limited assurance engagement on whether internal control over financial reporting of Standard Alliance Insurance Plc as of 31 December 2024 is effective in accordance with the criteria established by Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commlssion ("the COSO Framework'§ and the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting §'the Guidance'1 issued by the Financial Reporting Council of Nigeria.

Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Company's internal control over financial reporting as of 31 December 2024 is not effective, in all material respects, In accordance wlth the COSO Framework and the FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting. However, management identified certain deficiencies in internal control considered to be significant deficiencies as noted in page 15 of the Management's report.

Basis for conclusion

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB) and the Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. Our responsibillties are further described in the "Our responsibllities" section of our report.

We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA).

Our firms apply International Standard on Quality Nanagement (1SQN) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Qher Assurance or RelateB,,Services Engagements issued by the IAASB. Thls standard requires the firms to design, implement and operate a system of 4Lplity management, including policies or procedures regarding compliance wlth ethical requirements, professlonal standards and a@llcable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provkte a basis for our conClusion.

Other matter

We have audited the financial statements of Standard Alliance Insurance Plc In accordance with the International Standards on Auditing, and our report dated 16 October 2025 expressed an unmodified opinlon of the financial statements. Our conclusion is not modified in respect of thls matter.

ResDonsibilities for Internal Control over Financial reporting

The Board of Directors of Standard Alliance Insurance Plc is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on the Effectiveness of internal Control over Financial"Reporting. Our responslbility is to express a conclusion on the Company's internal control over financial reporting based on our assurance engagement.

Our responsibilities

The Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting g'the Guidance*g requires that we plan and perform the assurance engagement and provide a limited assurance report on the Company's internal control over financial reportlng based on our assurance engagement.

Definition and Limitations of Internal Control Over Financial reporting

A company's internal control over financial reporting is a process desi9l"Ied to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes In accordance wlth generally accepted accounting principles. A company's Internal control over financial reportlng includes those policies and procedures that:

  1. pertain to the maintenance of records that, in reasonable detall, accurately and falrly reflect the transactions and dispositions of the assets of the company;

  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 receipt and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

  3. provide reasonable assurance regarding prevention or timely detectlon of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on thé financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, 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 poliC1es or procedures may deteriorate.

Abel Atalor FRC/2013/PRO/ICAN/004/00000001141 FOR: MUHTARI DANGANA & CO

Victoria Island. Tel: 09034544908,

09021503792.

WWWflNUh|8Nj@N§dnR0Op[ñg

(Chartered Accountants) LAGOS - NIGERIA

17

. 2025

p. '



in(o@muhl3ridangana.com.rig



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Standard Alliance Insurance Plc, which comprise, the statement of financial position as at 31 December 2024, statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory notes.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2024 and of its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards, issued by the International Accounting Standards Board (IASB) and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) )Act 2023, the Companies and Allied Matters Act 2020, Insurance Act CAP I17, LFN 2004 and the Prudential Guidelines issued by National Insurance Commission.

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 Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants together with the ethical requirements that are relevant to our audit of the financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the International Ethics Standards Board Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

"We draw attention to note 34 of the financial statements, which indicates that the company recorded a shortfall of regulatory minimum paid up capital of N6.075 billion and shortfall of N14.536 billion in solvency margin. These conditions along with other matters as set forth in Note 34, indicate that a material uncertainty exists that may cost significant doubt on the Company's ability to continue as a going concern.

The Board and Management of the Company are working assiduously to inject fresh capital through a recapitalization and business restructuring plan involving major prospective investor as set forth in Note 35. Our opinion is not modified in respect of this matter."

Key Audit Matters

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

E-mail:

info@muhtaridangana.com.ng



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng E-mail:

info@muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC. - CONT'D REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS - CONT'D

Valuation of investment properties

The Directors have estimated the value of the Company's investment properties to be N11.670 billion as at 31 December 2024. Independent external valuations were obtained in order to support the value in the Company's financial statements. These valuations are dependent on certain key assumptions and significant judgments including capitalization rates and fair market rents.

Our response

We ascertained the following

  • Evaluated the independent external valuers' competence, capabilities and objectivity

  • Assessed the methodologies used and the appropriateness of the key assumptions.

  • Checked the accuracy and relevance of the input data used.

    We also reviewed and found the disclosures in note 11.2 to be appropriate based on the assumptions and available evidence.

    Valuation of insurance contracts liabilities.

    The Company has material insurance contract liabilities of ₦4.856 billion (2023: ₦5.062billion). Actuarial valuation of these insurance contract liabilities is an area that involves significant judgment over uncertain future outcomes and therefore was an area of significance to our audit.

    The result of management's assessments regarding the calculation of the liability for incurred claims depends on inputs, the choice of actuarial methods and the precision of management judgment in determining actuarial assumptions. Key assumptions with the greatest impact on the carrying amount include inflation, discount rates as well as estimated future payments for claims.

    Valuation of insurance contract liabilities requires significant management judgement and accounting assumptions about uncertain future events, which may materially affect the carrying amount, and thus is a key audit matter.

    Insurance contract liabilities, related accounting policies and significant judgments and assumptions are disclosed in Notes 3 and 12 respectively to the financial statements.

    How the matter was addressed in our audit

  • we obtained and documented our understanding of the Company's basis of valuation.

  • we evaluated the design, implementation and operating effectiveness of key controls implemented by the Company which includes management review of data used for the valuation of insurance contract liabilities.

  • we tested the completeness and accuracy of the databases used in determining the assumptions, as well as on actuarial calculations.

  • we assessed whether the method/model for determining future cash flows is in line with the requirements of the relevant accounting standard and standard industry practices.

  • we reviewed and confirmed the appropriateness of disclosures made in the financial statements as regards insurance contract.

  • reviewed the accuracy of data items used as inputs to valuations or valuation models, including those involved in retrospective and prospective liability calculations

  • verified the accuracy of contract classifications for reporting under IFRS 17 Insurance Contracts;



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng E-mail:

info@muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC. - CONT'D REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS - CONT'D

Other Information

The Directors are responsible for the other information. The other information comprises the information included in the Chairman's and Directors' statements, but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

Responsibilities of the Directors for the Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Standards issued by the International Accounting and Assurance Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023, the Companies and Allied Matters Act, 2020, Insurance Act, CAP I17 LFN 2004, and the Prudential Guidelines issued by National Insurance Commission, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing 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 Company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a 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 International Standards on Auditing 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 financial statements.

As part of an audit in accordance with International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the 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 Company's internal control.

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



Muhtari

Dangana & CO.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA:

36, Douala Street,

01 Herbert Macaulay way, Wuse Zone 5, Abuja

P.O. Box 7,436 Wuse Abuja.

Tel: 08035159631, 090282137B4.

KANO:

Fatima House, 18B, Murtala Mohammed way,

Opposite Daula Hotel,

P.O. Box 4698, Kano Tel: 08027085749

LAGOS:

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island.

Tel: 09034544908,

09021503792.

.muhtaridangana.c0m.ng



nfo@muhlaridangana.com.ng

REPORT OF THE INDEPENDENT AUDITORS TO SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC- CONT'D

* Conclude on the appropriateness of 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 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 auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the aud1t evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Companyto cease to conGnue asa going concern.

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

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

Report on other legal and regulatory requirements

The Companies and Allied Matters Act, 2020 and Insurance Act CAP IU LFN 2004 require that in carrying out our audit we consider and report to you on the following matters. We confirm that:

i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit



in our opinion, proper books of account have been kept by the Company

the Company's statement of financial position, and its statement of profit or loss and other comprehensive income are ia agreement with the books of account.

Compliance with FRC Guidance on Assurance Engagement on Internal Control



In accordance with the requirement of the Financial Reporting Council of Nigeria, (FRC) we performed a limited assurance engagement and reported on management's assessment of the Company's Internal Control over Financial Reporting as of December 31,2024.The work performed was done in accordance with ISAE 3000 (Revised) Assurance Engagements other Than Audits or Reviews of Historical Financial information and the FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. We have issued an unmodified opinion in our report dated 16 October 2025. That Report is included on Page 17 of the annual report.

'... :2025



21

The following are the material accounting policies adopted by the Company in the preparation of its financial statements. These policies have been consistently applied to all year's presentations.

1 The reporting entity

The Company was incorporated in July 1981 as a Private Limited Liability Company and commenced full operations in 1982 under the name Jubilee Insurance Company Limited. The name was changed to Standard Alliance Insurance Company Limited (Standard Alliance) in August 1996.

The Company successfully merged with its subsidiary Company, Standard Alliance Life Assurance Limited on 27 February 2017.

Standard Alliance Insurance became a Public Liability Company (Plc) on 30th May 2002 and was quoted on the Nigerian Stock Exchange in December 2003.

The Company is 100% fully owned by Nigerian citizens and Institutional investors. Its major shareholders are:

Units

%

Gemrock Management Company Limited

2,594,060,738

39

Endura Investment Global Limited

3,140,774,908

48

Alimi Adesina

382,013,914

6

Bode Akinboye

435,442,485

7

Ogbogbo Augustine

26,038,000

0

6,578,330,045

In 19th August, 2024, the shares that previously belonged to Standard Alliance Investments Limited were sold to a new core investor, Endura Investment Global Limited. The financial statements for the year ended 31 December 2024, were finally approved by the new Board of Directors on 24th September, 2025.

The Company's principal activity continues to be provision of risk underwriting and related financial services to its customers. Such services include provision of general insurance services and life assurance to both corporate and individual customers.

  1. Basis of preparation

    1. Statement of compliance with International Financial Reporting Standards (IFRSs)

      The financial statements for the year ended 31 December 2024 have been prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board, Companies and Allied Matters Act, 2020, Insurance Act CAP I17, LFN 2003 and Prudential Guidelines issued by National insurance Commission and Investment and Securities Act 2007.

      The financial statements include the statements of financial position, statements of profit or loss and other comprehensive income, the statements of cash flows, the statement of changes in equity, summary of significant accounting policies and other explanatory information.

    2. Going concern

      The Company's financial statements are prepared on a going concern basis. Even though the parties are aware of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern, the Directors are satisfied that the Company has the resources to continue in business for the foresesable future.

      This conclusion of the Directors is on the mitigating procedures taken to inject fresh capital through a recapitalization and business restructuring plan involving major prospective investors.

    3. Basis of measurement

      Historical cost basis was used in the preparation of the financial statements as modified by certain items of:

      • Investments at fair value

      • Financial assets at fair value through other comprehensive income (FVOCI) that are measured at fair value

      • Investments carried at amortised cost

      • Impaired assets at their recoverable amounts

      • Insurance contract liabilities at fair value

      • Freehold Land and Buildings stated at revalued amount

    4. Functional and Presentation Currency

      The financial statements are presented in Nigerian Naira (N), which is also the functional currency of the Company and rounded to the nearest thousand (N'000) unless otherwise indicated.

    5. Transactions and balances in foreign currencies

Transactions denominated in foreign currencies are recorded in Naira at the rate of exchange ruling at the date of each transaction. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included in the profit and loss account. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated at that date. Exchange gains arising from the revaluation of monetary assets and liabilities are recognized in the income statement while those on non-monetary items are recognized in other comprehensive income. For non-monetary financial investments, unrealized exchange differences are recorded directly in equity until the asset is disposed or impaired.

3 Significant management judgements and key sources of estimation uncertainty

In the process of applying the accounting policies adopted by the Company, the directors make certain judgments and estimates that may affect the carrying values of assets and liabilities in the next financial period. Such judgments and estimates are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances. The directors evaluate these at each financial reporting date to ensure that they are still reasonable under the prevailing circumstances based on the information available.

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require material adjustments to the carrying amount of the asset or liability affected in the future. These factors could include:

  1. Significant judgements made in applying the Company's accounting policies

    The judgements made by the directors in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the financial statements include:

    • Whether it is probable that future taxable profits will be available against which temporary differences can be utilised; and

    • Whether the Company has the ability to hold financial assets at amortised cost until they mature. If the Company were to sell other than an insignificant amount of such financial asset before maturity, it would be required to classify the entire class as financial assets through other comprehensive income (FVOCI) and measure them at fair value.

  2. Key sources of estimation uncertainty

  1. Valuation of insurance contract liabilities

    • Critical assumptions are made by the actuaries in determining the present value of actuarial liabilities. These assumptions are set out in accounting policy 5.19 and as embedded in the report. The liability for insurance contracts is either based on current assumptions or on assumptions established at inception of the contract, reflecting the best estimate at the time increased with a margin for risk and adverse deviation. All contracts are subject to a liability adequacy test, which reflects management's best current estimate of future cash flows.

    • Estimates are also made as to future investment income arising from the assets backing insurance contracts.

      These estimates are based on current market returns as well as expectations about future economic and financial developments.

    • Assumptions on future expenses are based on current expense levels, adjusted for expected expense inflation if appropriate.

  2. Property, plant and equipment

    Critical estimates are made by the directors in determining the useful lives and residual values of property, plant and equipment.

  3. Impairment losses

    Estimates are made in determining the impairment losses on assets. Such estimates include the determination of the recoverable amount of the asset.

  4. Income taxes

    The Company is subject to income taxes under the Nigerian Tax Laws. Significant estimates are required in determining the provisions for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcomes of these matters are different from the amounts that were initially recorded, such differences will impact the income tax and the deferred tax provisions in the period in which such determinations are made.

  5. Critical judgments in applying the entity's accounting policies

    In the process of applying the Company's accounting policies, management has made judgements in determining:

    1. The classification of financial assets and liabilities

    2. Whether assets are impaired.

    3. Whether land and buildings meet the criteria to be classified as investment property.

  6. Fair Valuation of Investment Properties

    The fair value of investment properties is based on the nature, location and condition of the specific asset. The fair value is determined by reference to observable market prices. The fair value of investment property does not reflect the related future benefits from this future expenditure. These valuations are performed annually by external appraisers. Assumptions are made about expected future cash flows and the discounting rates.

  7. Liability for remaining coverage (LRC) and Liability for Incurred claims (LIC)

    The measurement of group's liability resulting from the insurance contracts that it issues requires a significant use of estimates and judgements. The Company estimates the liability for future insurance contract obligations, taking into account the expected cash flows for fulfilling these contracts. This involves making assumptions about future claim payments, premium income, and discount rates. See Note 4.40 for how the Company recognises and measures this liabilities.

  8. Fulfilment Cash Flows

    In estimating its liabilities and assets as it relates to insurance and reinsurance contracts, the Company makes significant assumptions relating to the future cash flows that will arise from fulfilling insurance contracts, considering variables such as claims experience, lapses, and policyholder behaviour. These estimates require judgment and are influenced by historical data and actuarial projections. See Note 4.43 for how the Company determines and measures cashflows relating to insurance and reinsurance contracts.

    The Company incorporates, in an unbiased way, all reasonable and supportable information that is available without undue cost or effort at the reporting date. This information includes both internal and external historical data about claims and other experience, updated to reflect current expectations of future events. The estimates of future cash flows reflect the Company's view of current conditions at the reporting date, using market variables consistent with observable market prices, where applicable.

  9. Risk adjustment

    In the measurement of risk adjustment, the group makes use of significant judgements including estimations, actuarial projections and historical data in determining a reasonable compensation for bearing non-financial risks as it relates to insurance contracts that its issues. It also employs similar assumptions and methodologies in estimating the expected reinsurance portion or recoverable as it relates to risk adjustment. See Note 4.42 for the company's policy regarding the determination and measurement of risk adjustment.

  10. Discount rates

    The determination of appropriate discount rates to value future cash flows is critical in the application of IFRS

    17. The Company considers factors such as the time value of money, credit risks and illiquidity premiums in selecting its discount rates. Significant judgement is used by the Company to ensure that the selected rates reflects the characteristics of the cashflows and the risks associated with insurance contracts. See note 2.39 for the Company's policy regarding discount rates used in assessing insurance and reinsurance contracts.

    STANDARD ALLIANCE INSURANCE PLC

    FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

    SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued)

    1. New standards and interpretations not yet effective for a 31 December 2024 year end

      - Amendments to IAS 21 - Lack of exchangeability

      The amendments clarifies:

      • when a currency is exchangeable into another currency; and

      • how a company estimates a spot rate when a currency lacks exchangeability.

        Assessing exchangeability: When to estimate a spot rate. A currency is exchangeable into another currency when a company is able to exchange that currency for the other currency at the measurement date and for a specified purpose. When a currency is not exchangeable, a company need to estimate a spot.

        Estimating a spot rate: Meeting the estimation objective

        A company's objective when estimating a spot rate is only that it reflects the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. The amendments contain no specific requirements on how to estimate a spot rate,

        Therefore, when estimating a spot rate a company can use:

      • an observable exchange rate without adjustment; or

      • another estimation technique.

        Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. This may include:

      • the nature and financial impacts of the currency not being exchangeable

      • the spot exchange rate used;

      • the estimation process; and

      • risks to the company because the currency is not exchangeable

        The company is still evaluating the impact of the amendments on its operation. The amendment is effectve 1 January, 2025.

        Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments The International Accounting Standards Board (IASB) issued amendments to the classification and measurement requirements in IFRS 9 Financial Instruments. The key amendments include the following:

      • Settlement of financial liabilities through electronic payment systems: The amendments clarify that a

        financial liability is derecognised on the 'settlement date'. However, the mendments provide an exception for the derecognition of financial liabilities. This exception allows the company to derecognise its trade payable before the settlement date when it uses an electronic payment system, provided that specified criteria are met.

      • Additional SPPI Test for Contingent Features: The amendments introduce an additional SPPI test for financial assets with contingent features that are not directly related to a change in basic lending risks or costs - for example, where the cash flows change depending on whether the borrower meets an ESG target specified in the loan contract. Under the mendments, certain financial assets, including those with ESG-linked features, could now meet the SPPI criterion, provided that their cash flows are not significantly different from an identical financial asset without such a feature.

      • Clarification on Contractually Linked Instruments (CLIs): The amendments clarify the key characteristics of CLIs and how they differ from financial assets with non-recourse features. They also include factors that a company needs to consider when assessing the cash flows underlying a financial asset with non-recourse features (the 'look through' test).

      • Additional Disclosure Requirements: The amendments require additional disclosures for investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features that are not directly related to a change in basic lending risks or costs and are not measured at fair value through profit or loss. These amendments are not expected to materially impact the Company.

        Presentation and Disclosure in Financial Statements (IFRS 18)

        IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements.

        The new standard introduces the following key new requirements:

      • It promotes a more structured income statement, in particular, it introduces a newly defined 'operating profit' subtotal and a requirement for all income and expenses to be classified into three new distinct categories, operating, investing, and financing, based on a company's main business activities.

      • All companies are required to report the newly defined 'operating profit' subtotal - an important measure for investors' understanding of a company's operating results - i.e. investing and financing results are specifically excluded. This means that the results of equity-accounted investees are no longer part of operating profit and are presented in the investing' category.

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

        • Enhance guidance is provided on how to group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. Companies are discouraged from labelling items as 'other' and will now be required to disclose more information if they continue to do so.

        • Entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

        • It also requires Companies to analyse their operating expenses directly on the face of the income statement - either by nature, by function or using a mixed presentation. If any tems are presented by function on the face of the income statement (e.g. cost of sales), then a company provides more detailed disclosures about their nature. The Company is still evaluating the impact of the standard on its

Annual Improvements to IFRS Accounting Standards (Amendments to IFRS 7, IFRS 9 and IAS 7)

IFRS 7 Financial Instruments: Disclosures

  1. Gain or loss on derecognition. The amendment addresses a potential confusion in paragraph B38 of IFRS 7 arising from an obsolete reference to a paragraph that was deleted from the standard when IFRS 13 Fair Value Measurement was issued. These ammendments are not expected to have material impact on the group or company.

  2. Disclosure of deferred difference between fair value and transaction price. The amendment addresses an inconsistency between paragraph 28 of IFRS 7 and its accompanying mplementation guidance that arose when a consequential amendment resulting from the issuance of IFRS 13 was made to paragraph 28, but not to the corresponding paragraph in the implementation guidance.

  3. Introduction and credit risk disclosures. The amendment addresses a potential confusion by clarifying in paragraph IG1 that the guidance does not necessarily illustrate all the equirements in the referenced paragraphs of IFRS 7 and by simplifying some explanations.

IFRS 9 Financial Instruments

  1. Initial measurement of Trade receivables. The amendments remove the conflict between IFRS 9 and IFRS 15 over the amount at which a trade receivable is initially measured. Under IFRS 15, a trade receivable may be recognised at an amount that differs from the transaction price - e.g. when the transaction price is variable.

    Conversely, IFRS 9 requires that companies initially measure Trade receivables without a significant financing component at the transaction price.

    The IASB has amended IFRS 9 to require companies to initially measure a trade receivable without a significant financing component at the amount determined by applying IFRS 15. Amendment on Trade receivables could prompt accounting policy change.

  2. Derecognition of a lease liability. If a lease liability is derecognised, then the derecognition is accounted for under IFRS 9. However, when a lease liability is modified, the codification is accounted for under IFRS 16 Leases. The Company is still evaluating the impact of the amendments on its operation.

Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments require the full gain to be recognised when assets transferred between an investor and its associate or joint venture meet the definition of a 'business' under IFRS 3 Business Combinations. Where the assets transferred do not meet the definition of a business, a partial gain to the extent of unrelated investors' interests in the associate or joint venture is recognised. The definition of a business is key to determining the extent of the gain to be recognised. When a parent loses control of a subsidiary in a transaction with an associate or joint venture (JV), there is a conflict between the existing guidance on consolidation and equity accounting. Under the consolidation standard, the parent recognises the full gain on the loss of control. But under the standard on associates and JVs, the parent recognises the gain only to the extent of unrelated investors' interests in the associate or JV. In either case, the loss is recognised in full if the underlying assets are impaired. The IASB has decided to defer the effective date for these amendments indefinitely. There is no impact on the Company's actvities

STANDARD ALLIANCE INSURANCE PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)

  1. Material accounting policies

    The principal accounting policies adopted in the preparation of these financial statements are set out below:

    1. Cash and cash equivalents

      Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. They include bank overdraft in the context of the statement of cash flows.

    2. Financial instruments Recognition

      The Company 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 are recognized on the settlement date. All other financial assets and liabilities, including derivatives, are initially recognized on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

      Classification and Measurement

      Initial measurement of a financial asset or liability is 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 are recognized immediately in profit or loss. Financial assets include placement with banks, treasury bills and equity instruments.

      Financial assets are classified into one of the following measurement categories:

      1. Amortised cost

      2. Fair Value through Other Comprehensive Income (FVOCI)

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

The Company classifies all of 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 involves determining whether financial assets are managed in order to generate cash flows from collection of contractual cash flows, selling financial assets or both. The Company assesses 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 Company takes into consideration the following factors:

  1. 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 are funding those assets or realizing cash flows through the sale of the assets

  2. How the performance of assets in a portfolio is evaluated and reported to Company heads and other key decision

makers within the Company's business lines;

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