Quarter 5 - financial statement for 2025

Corporate information 3

Directors' report 4

Statement of directors' responsibilities 11

Statement of corporate responsibility 12

Certification of Management’s assessment on Internal Control Over Financial Reporting13

Report of the statutory audit committee 16

Corporate governance report 17

Independent auditor's report 26

Independent auditor's report on assurance report on management’s assessment of controls over

financial reporting 30

Statement of financial position 32

Statement of profit or loss and other comprehensive income 33

Statement of changes in equity 34

Statement of cash flows 35

Notes to the financial statements 37

Other national disclosures:

Value added statement 96

Financial summary 97

Corporate Information

Independent Auditor: Deloitte & Touche

Civic Towers

Plot GA 1, Ozumba Mbadiwe Avenue, Victoria Island,

Lagos, Nigeria.

Major Bankers: United Bank for Africa Plc

57 Marina, Lagos Island, Lagos, Nigeria.

Zenith Bank Plc

Plot 84, Ajose Adeogun Street, Victoria Island,

Lagos, Nigeria.

Sterling Bank Plc 20 Marina Road, Lagos Island, Lagos.

First Bank of Nigeria Limited Samuel Asabia House

35 Marina Lagos, Nigeria.

Registrars: CardinalStone Registrars Limited 335/337, Herbert Macaulay Way Yaba, Lagos

Tax Identification

Number: 00122558-0001

Annual Report and Financial Statements For the year ended 31 December 2025

DIRECTORS' REPORT

The Directors are pleased to present to members their report on the affairs of NPF Microfinance Bank Plc, together with the Bank's audited financial statements and the Auditor's report for the financial year ended 31 December 2025.

1. LEGAL FORM AND PRINCIPAL ACTIVITIES

   The Bank was incorporated in Nigeria as a Private Limited Liability Company on 19 May 1993 under the provisions of the Companies and Allied Matters Act (CAMA) with RC No. 220824. It obtained a provisional license as a Community Bank from the Central Bank of Nigeria on 12 July 1993 with License No. FC 00200 and commenced operations on 20 August 1993. It obtained a final license from the Central Bank of Nigeria on 24 January 2002. It was registered as a Public Limited Company on 13 July 2006. The Bank was given an approval-in-principle to operate as a Microfinance Bank on 10 May 2007 and obtained the final license on 4 December 2007. The shares of the Bank were listed on the Nigerian Stock Exchange on 1 December 2010.

   The principal activity of the Bank is the provision of banking and other permissible financial services to poor and low income households and micro enterprises with emphasis on members of the Nigerian Police Community. Such services include retail banking, loans and advances and other allied services.

   The Bank currently has 49 branches nationwide from which it operates.

2. OPERATING RESULTS

   Highlights of the Bank’s operating results for the year ended 31 December 2025 are as follows:

   In thousands of naira 31-Dec-2025 31-Dec-2024

   Profit before Income tax expense 4 354 828 2 437 499

   Income tax expense     (1 449 243)    (863 262)  

   Profit for the year      2 905 585    1 574 237   

   Total comprehensive income      2 905 816      1 574 237   

   Basic and diluted earnings per share (kobo)                48               26   

3. DIVIDENDS

   The Board of Directors recommended a cash dividend of 20 kobo per share (issue and paid up shares) for the year ended 31 December 2025 (31 December 2024: 15 kobo). This is subject to approval at the Annual General Meeting. Payment of dividends is subject to withholding tax at a rate of 10% in the hand of recipients.

4. DIRECTORS

   The Directors who served during the year under review are listed below:-

   NAME DESIGNATION DATE OF APPOINTMENT

   Mr Damilola Samuel Adegbuyi CP(Rtd) Chairman 01 February 2024

   Mr. Habeeb Amuda Yusuf Managing Director 13 June 2024

   Mr. Said Garba Fagge (ACP) Non-Executive Director

   Mrs. Lydia Enemona Ameh (ACP) Non-Executive Director Mr. Oyeyemi Adesoye Oyediran (AIG)(Rtd) psc, fsi Non-Executive Director Mr. Idrisu Dabban Dauda (AIG) (Rtd)psc, fdc, mnim Non-Executive Director

   Mr. Mutalib Atanda Akinlade, MBA, FCA Non-Executive (Independent) Director Mr. Aduojo Friday Abah Esq. Non-Executive (Independent) Director

   26 January 2023

   26 September 2023

   26 September 2023

   01 February 2024

   01 February 2024

   01 February 2024

   Chief Sunday Felix Chukwurah Esq. Non-Executive Director 19 July 2024

   Mr. John K. Tizhe Executive Director, Operations

   Mrs Olamide Akin - Balogun FCA Executive Director, Finance & Administration

   02 January 2020

   01 February 2024

5. DIRECTORS' INTEREST IN SHARES

   The interest of Directors who currently serve on the Board in the issued share capital of the Bank as recorded in the Register of members during the financial year under review and/or as notified by the Directors for the purposes of Sections 301 of the Companies and Allied Matters Act (CAMA), 2020, Section 47 of the Banks and Other Financial Institutions Act (BOFIA), 2020 and the listing requirements of the Nigerian Exchange Limited are as follows:

   	31 December 2025		31 December 2024
   NAME OF DIRECTOR	DIRECT	INDIRECT	DIRECT	INDIRECT
   	(units)	(units)	(units)	(units)
   Mr Damilola Samuel Adegbuyi	-	-	-	-
   Mr. Oyeyemi Adesoye Oyediran *	-	3 753 230 767	-	3 753 230 767
   Mr. Idrisu Dabban Dauda	12 035	-	12 035	-
   Chief Sunday Felix Chukwurah.	-	-	-	-
   Mr. Mutalib Atanda Akinlade	-	-	-	-
   Mr. Said U Fagge	-	-	-	-
   Mr. Aduojo Friday Abah.	-	-	-	-
   Mrs. Lydia Enemona Ameh**		936 149 939		936 149 939
   Mr. Habeeb Amuda Yusuf	10 535 128	-	10 535 128	-
   Mr. John Kwabe Tizhe	4 917 487	-	3 917 487	-
   Mrs Olamide Akin -Balogun	-	-	-	-

   *Mr. Oyeyemi Oyediran and Mr. Said Umar Fagge represents the interest of the Nigerian Police Cooperative Multipurpose Society Limited, which owns 3,753,230,767 (31 December 2024: 3,753,230,767 ordinary shares of 50k each in the issued share capital of the Bank for the year under review.

   **Mrs. Lydia Enemona Ameh represents the interest of the Nigeria Police Welfare Insurance Society (NPWIS) which owns 936,149,939 (31 December 2024: 936,149,939) ordinary shares of 50k each in the issued share capital of the Bank for the year under review.

   Save as disclosed above, none of the directors notified the Bank of any disclosable interest in the Bank’s share capital as at 31 December 2025. The Directors' interest in shares remained the same as at the date the 2025 audited financial statements was approved by the Board of Directors.

6. DIRECTORS' INTEREST IN CONTRACTS

   None of the Directors notified the Bank for the purpose of Section 303 of the Companies and Allied Matters Act (CAMA), 2020 of any direct or indirect interest in any contract or proposed contract with the Bank in the year 2025.

7. CHANGES TO THE BOARD

   There has been no changes on the Board since the last Annual General Meeting

8. SUBSTANTIAL INTEREST IN SHARES

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

   	31 December 2025		31 December 2024
   Shareholder	No. of Shares	Shareholding (%)	No. of Shares	Shareholding (%)
   Nigeria Police Co-operative Society Limited	3,753,230,767	62.63	3 753 230 767	62.63
   NPF Welfare Insurance Scheme	936 149 939	15.62	936 149 939	15.62

   In line with the Nigeria Exchange Limited (NGX) rules on the requirement for all listed companies to maintain a minimum free float of 20%, the issued Share capital of the Bank in free float is 21.49% as at 31 December 2025 (31 December 2024: 21.51

   %) .

9. ANALYSIS OF SHAREHOLDING

   The shareholding structure of the Bank is as stated below:

   As at 31 December 2024

   Range
   From		To
   1		5 000
   5 001		10 000
   10 001		50 000
   50 001		100 000
   100 001		500 000
   500 001		1 000 000
   1 000 001		50 000 000
   50 000 001		2 286 657 766
   2 286 657 767		5 992 954 557

   Holders	%	Units
   4 596	49.36	7 306 926
   1 042	11.19	7 450 544
   1 924	20.66	42 295 206
   442	4.75	31 337 282
   926	9.95	223 086 619
   168	1.8	116 171 881
   209	2.24	799 460 979
   4	0.04	1 233 272 539
   1	0.01	3 532 572 581
   9312	100	5 992 954 557

   As at 31 December 2025

   Range
   From		To
   1		5 000
   5 001		10 000
   10 001		50 000
   50 001		100 000
   100 001		500 000
   500 001		1 000 000
   1 000 001		50 000 000
   50 000 001		2 286 657 766
   2 286 657 767		5 992 954 557

   Holders	%	Units
   5 566	51.89	8 541 153
   1 208	11.26	8 844 194
   2 164	20.17	48 871 095
   501	4.67	36 004 926
   899	8.38	209 816 056
   184	1.72	129 489 424
   200	1.86	779 736 256
   4	0.04	1 239 078 872
   1	0.01	3 532 572 581
   10 727	100	5 992 954 557

10. SHARE CAPITAL HISTORY

    The following changes have taken place in the Bank’s authorised and issued capital since incorporation.

    DATE ISSUED	AUTHORISED		ISSUED & FULLY PAID		NOMINAL VALUE	REMARKS
    	FROM	TO	FROM	TO
    	₦'000	₦'000	₦'000	₦'000	₦
    1993	500	500	-	-	1.00	CASH & KIND
    1996	500	30 000	-	17 976	1.00	CASH
    1999	-	30 000	17 996	21 571	1.00	BONUS 1:4
    2000	30 000	80 000	21 571	40 186	1.00	CASH
    2001	-	80 000	40 186	58 624	1.00	CASH
    2002	80 000	250 000	-	58 624	1.00	CASH
    2003	-	250 000	-	58 624	1.00	CASH
    2004	-	250 000	58 624	239 958	1.00	BONUS 1:10 & CASH
    2005	250 000	500 000	239 958	239 958	1.00	-
    2006	500 000	1 000 000	239 958	259 955	1.00	BONUS 1:12
    2007	1 000 000	2 000 000	259 955	417 192	1.00	CASH
    2008	-	2 000 000	-	417 192	1.00	-
    2009	-	2 000 000	417 192	1 143 328	1.00	CASH
    2010	-	2 000 000	1 143 328	-	0.50	SHARE-SPLIT 1:2
    2011	-	2 000 000	1 143 328	-	0.50	SHARE-SPLIT 1:2
    2012	-	2 000 000	1 143 328	-	0.50	-
    2013	-	2 000 000	1 143 328	-	0.50	-
    2014	2 000 000	3 000 000	1 143 328	-	0.50	-
    2015	-	3 000 000	1 143 328	-	0.50	-
    2016	-	3 000 000	1 143 328	-	0.50	-
    2017	-	3 000 000	1 143 328	-	0.50	-
    2018	-	3 000 000	1 143 328	-	0.50	-
    2019	-	3 000 000	1 143 328	-	0.50	-
    2020	-	3 000 000	1 143 328	-	0.50	-
    2021	3 000 000	6, 000, 000	1 143 328	2 696 829	0.50	PUBLIC OFFER/RIGHTS ISSUES
    2022 - Till Date	-	6, 000,000	2 696 829	2 996 447	0.50	BONUS 1:9

11. PROPERTY AND EQUIPMENT

    Information relating to changes in the Bank's property and equipment is given in Note 21 of the financial statements.

12. DONATIONS

    As part of our commitment to the development of our primary community and to identify with the aspirations of various sections of the society, the Bank made contributions to charitable and non-political organisations amounting to ₦295 000 (31 December 2024: ₦8,615,000) during the year. This comprises contributions to educational organisations amongst others as listed below:

    Donations made during the year ended 31 December 2025 are as follows:

    	₦
    Police Children Schools (Awka, Asaba, Ibadan, Abeokuta,Obalende, Abuja, Ikeja, Enugu, etc)	215 000
    Police Academy ( Ikeja)	20 000
    Police Secondary Schools (Ilorin, Igboora)	60 000

         295 000  

13. FRAUD AND FORGERIES

    					Actual Loss to the Bank (₦)
    Nature of Fraud	No. of Incidence		Fraud Amount (₦)		Actual Loss to the Bank (₦)
    	2025	2024	2025	2024	2025	2024
    Perpetrated by staff	3	8	5 452 650	7 994 200	-
    ATM Electronic Fraud	-	-	-	-	-	-
    Total	3	8	5 452 650	7 994 200	-	-

    Perpetrated by staff

    The sum of ₦ 5,452,650 has been recovered from the fraud perpetrated by staff. This represents 100% recovery of the total fraud amount.

14. EVENTS AFTER THE REPORTING PERIOD

    There were no subsequent events which could have a material effect on the financial position of the Bank as at 31 December 2025 or the profit for the year then ended on that date, that have not been adequately provided for or disclosed in the financial statements.

15. HUMAN RESOURCES

    EMPLOYMENT OF DISABLED PERSONS

    The Bank recognizes that its employees are its most valuable assets and, accordingly, adopts a recruitment and retention strategy aimed at attracting, developing, and retaining qualified and competent personnel to support the achievement of its corporate objectives.

    The Bank operates an equal opportunity employment policy and considers applications from persons with physical challenges strictly on the basis of merit and capability. Where an employee becomes physically challenged in the course of employment, the Bank endeavors, as far as practicable, to ensure the continuity of such employment and to provide appropriate training and support.

    It is the policy of the Bank that the training, career development, and promotion of employees with disabilities shall, as far as possible, be consistent with those applicable to other employees. During the year under review, the Bank did not employ any persons with physical challenges

    EMPLOYEE INVOLVEMENT AND TRAINING

    The Bank ensures that employees are kept adequately informed on relevant matters through various engagement channels. Formal communication channels are utilized and supported by effective feedback mechanisms to promote transparency, engagement, and two-way communication across the organization

    Recognizing human resource development as a value-adding investment, the Bank remains committed to the continuous development of its workforce through a combination of internal and external training programs. Training initiatives are designed to address the specific needs of individual employees and the operational requirements of the Bank. In addition, staff are encouraged and provided with financial support to pursue relevant professional certifications.

    During the year under review, the Bank significantly expanded its use of virtual platforms for both internal and external training programs, enhancing accessibility and participation across the workforce.

    HEALTH, SAFETY AND WELFARE OF EMPLOYEES

    NPF Microfinance Bank Plc is committed to safeguarding the health, safety, and well-being of its employees. Despite operating multiple business premises across the country, the Bank ensures that all locations are designed and maintained to provide safe, secure, and healthy working environments for both employees and customers.

    Employees are adequately insured against occupational and other work-related hazards in line with applicable regulations and the Bank’s internal policies. In addition, appropriate fire prevention and fire-fighting equipment are installed at strategic locations across the Bank’s premises to enhance workplace safety and emergency preparedness.

    The Bank also provides medical insurance coverage for employees and their immediate family members in accordance

    with the Bank’s approved health insurance policy.

16. RESEARCH AND DEVELOPMENT

    The Research and development unit of the Bank carries out research into new banking products and services to anticipate and meet customers' needs and ensure excellent service is delivered at all times.

17. DIVERSITY AND INCLUSION

    NPF Microfinance Bank Plc recognizes that a diverse and inclusive workforce is essential to achieving its strategic objective of becoming a leading provider of microfinance services. Accordingly, the Bank is committed to fostering a work environment that reflects the diversity of its customer base and promotes equal opportunity.

    The Bank operates a non-discriminatory recruitment and employment policy, ensuring that all employment decisions are based on merit, competence, and organizational requirements. The Bank also seeks to promote gender diversity and continues to take deliberate steps towards improving female representation in leadership positions.

    The number and percentage of men and women employed in the Bank and the Board's composition during the year ended 31 December 2025 were as follows:

    	Number			Percentage
    	Male	Female	Total	Male	Female
    Employees (2025)	307	313	620	50%	50%
    Employees (2024)	321	334	655	49%	51%
    Top Management (2025)	20	14	34	59%	41%
    Top Management (2024)	20	14	34	59%	41%
    Board
    Executive Directors (2025)	2	1	3	67%	33%
    Executive Directors (2024)	2	1	3	67%	33%
    Non -Executive Directors (2025)	7	1	8	88%	13%
    Non -Executive Directors (2024)	7	1	8	88%	12%

    1. The analysis by grade of employees is as shown below:

       	31 December 2025						31 December 2024
       	Male		Female			Total	Male	Female			Total
       Manager (M)	16				5	21	12			2	14
       Senior Manager (SM)	7				5	12	5			8	13
       Assistant General Manager (AGM)	7				4	11	10			4	14
       Deputy General Manager (DGM)	3		-			3	2	-			2
       General Manager (GM)	2				-	2	2			1	3
       GRADE LEVEL	35				14	49	31			15	46

       DIRECTORS' REPORT - COfttlnued

    2. Analysis a( birec tors by gender:

IB INDEPENDENT AUDITOR

Deloitte & Touche was first appointed at the Annual General Meeting held on 22 June 2033 and having satisfied the relevant corporate governance rules on their tenure in office, have indicated their willingness to continue in office as auditor to the Bank. In accordance with Section 401(2) of the Companies and Allied Matters Act of Nigeria (CAMA) 2020, the auditor will be re-appointed at the next annual general meeting of the Bank without any resolution being passed.

BY ORDER OF THE BOARD

Company Secretary/Legal Adviser

rRc/2oI3yNg/Vo0oco0oz319

6 March Z026

Statement of Directors' responsibilities In refatlon to the nnenclal Statements

The Dlre lors accep! respontihiiii , ru ‹h£' prepar aflan of the annual fina8*i•! 8!8!€‘ ^^+ !*^! 6^' * ”^^

and la« •i•w in accordance

w*th IFRS StanJaids as Issued by the !nrernatJonaI Accounting Standards Board (IfiRS S jandarJs) and in a manner required by the

Companie s and Atlied Matter s Act, 7020, the Finaficial Reporting Council of N geria Act, 2011, th€ Banks 9nd Other F in ancl9I

IFIs ltutions Act, zabo a•d relevant Central 0ark ol klger la (C8N) guideline› and cIrcul6rs.

The Directors further acEept responsibility for mainMinlng adequate accounting records as required by the Companies 3nd Allied Matters Act, 2020 and for such Int emal control as the Directors determine is necessary to enable the preparation of financlal

st ateinent s 1hat are free horn mater ia mt¥staEement whether due to fraud or error.

Golng Concern

The Direclo‹s have made assessmcnI of the BJnk's ability to continue a S a going concern and have no reason jo believe that the Be nk witl not remain a going concern In the year ahead.

be fi•anc ial tatemen LI o f the Oank for he year ended 3 1 December ZOZS were approved by lhe directors on 6 March 2026.

StGN£ D ON BEHALF OF THE BOARD OF DIRECTORS 6Y:

Managing Director/Chief kecut lvu Offlcrr FRC/20ZS/PRO/OlR/003/ J 6363 2

G March 20J G

CP Samuel DamlJola Adegbuyt (Rtd)

Cha1rman FRC/2O2S/PftO/DIR/003/Z3g053

6 Mar ch 20ZG

For the year ended 3 J December Z025

Statement of Corporate Responslblllty for the rinandal Statements

Further to the provisions of section 405 of the Companies and Allied Matters Acl (CAMA), 2020, we, Ihe Managing Director/CEO and Chief Financial Officer, hereby certify the financial statements of NPF MlcroAnance Bank Plc for the year ended 31 December 2025 as follows:

1. Tal we have reviewed the audited flfiano¥l statements of the Bank for the year ended 31 oecembcr 2025.

2. Th4t the Audited Financial statemenLs do not conIain any untrue statement of material fact or omit la state a material fact WhiCh

would make the statements mlsleadlng, In the Ilght of the circumstances under whith such StBtem4nt was Wade.

That the audlted financial statements and all other financial Informalion included In the statements falrly presen t. in all material

respects, the financial condition and results a( a er»uon of the Ban1 as of and for, the year ended 31 Decem ber 20Z5.

That we are respon yihle for eStabll3hing and mainDin Ing Internal controls and have designed such Internal controls to ensure lhat maierial Information relating to the gank k m»de known to ffie officer ay other officers of the Bank, dHring the perk›d end 31 December 20ZS.

7har we have evaluated tJ›e effec!fvene3s of the 0anIr’¥ internal controls within 90 days prior to ‹fee date of the audited financial

statements, and certify that the Damp’S internal conrots are effective a$ DI that date.

That thE£0 uere n a sigiJific ant chailges in internal controls or in o ther factors ChaI could significantly affect internal controls subsequent lo the dalc• of oHr evalHa tlon, including any corrective acLion with regard to s)gnillcanf deficiencies and materia|

That •/t havr disclosed Ehe following Information to the Bank‘s Auditors and AudJt Commlttee:

'- !*c'c are no s*gn'ficant deficiencies in the design or operation of incernal co0JoJs wh/cA couJcf acfversely affect the Bank's ability to record, roCes s, summarise and report ñnanc tal data, and have identlfied for the Bank's auditors any material v/Eakncsses In Inlurnal cant rots, and

tl›e/E is n a iraud th 0I involves management or other employees who have a significant role In jhe Bank's Internal con{ro|.

iii. There are no signiilcant changes In Internal controls o£ ifi other factors that could significantly affect Internal controls subsequent to the date of thts audit, Including any corrective anjons wllh regard to any g§yy mg deficiencies g g ,j ( weaknesses.

Mn. Ol0mlde M. Akin-BaIogun

Chlef Flnandal Officar

6 March 2026

MF• Hub eb A. Yusuf

8 lFtg Dlrector/Chlaf Exe•utiw omen

’*E/202S/PRD/OlR/003/163632

6 March 2026

nnnual Report and Financial Statements For the year ended 31 December 2o2s

€enlficatlon ol Management's assessment of Inmmal control Over Financial kaportTng for tt+e year ended 3L oecembar. 2o2S

To comply with the proyi5jonl oi Section 1.3 of SEC Guldance on Implementation of Sections 60-63 of Investments and Securitles Act 2007, we hereby make the following staiemen!s regarding the internal controls of NPF Microfinance Bank Pk for the year ended 31 December 2015:

NPT Microfinance Bank Plc's management is re5ponsibIe for establishing and maintaining a system of internal control over financial reporting (”ICFR”) that provides reasonable assurance regarding the rellability of hnanclal report ing and preparation of financial slztemenu ror exlernal pu fposes in accordance wit h International FlnanclaT ReporIng Standards.

ii NPF Mic rofinance Bant Plc‘s management u sed the Committee of Sponsoring Organization pf the Treadway Commissisn

(COSO) Intemal Control-Integrated Framewo‹t to conduct I he required evaluation aI the e ffectiveness of the entity‘s ICFR;

ill

NPF I.Microfinance Bank Plc'S management has assessed that the entity's ICFR as at fhe end of 31 December 2025 Is effective.

iv NPF MicrPfinance Bank Phs external auditor, Messrs Dc'loilte and Tovthe that audited the finan cla) statements included in the r epurt lfas IssuuiJ arl utt e6Lat Ion rtport on mar›a gemenF s assessment of {he entljy's Internal cont rol over financial repurtir›g. The altcstation feport ol Messrs Deloitte and Touche that audIted Tu fln anCial statements will be filed as part ol

NPT- IicroLinancu Bnnk Phs annal2l report.

Signed on behalf of the Directors fry:

fV1rs. 0 lv m /d'e M . Akin BaT›3gHn

Cfy ief I- inanclal Ofllcc r

I BC/2fJ 1S/MCA Hi/tHOtJOOl 104 fi

ñ Maich 202 G

Mr. I'4aDeab A. Yusuf

Managlng Director/Chlef Executlve Officer FRC/2OZS/PRO/DIR/003/t63632

6 March 7026

NPF Mlcrofinance Bank PLc

Annual Report and Financial Stateme'nts For the year endad 32 December 2025

Certification of Management's assess ment of Internal COntrol Over FInanc1eT Reporting for the yrar ended 31 De€embe¥y 2B25

To comply with the provisions of Section 1,1 of SEC Guidance on Implementation of S•ctlons 60-63 of investmenJ5 and Securities Act 2fO7, I hereby make the fo)IowIng Statements regardlng the Internal controls of NPT Mlcroftnance Bank Plc ror the year ended 31

Oecember 2075.

I, Olamide M. Akan-Balogun, certify that:

1. I have reviewed this Management's assessment on internal control over financial reporting of NPF Microfinance Bank Plc:

2. Oased on my knowledge, this report does not contain any untrue sta temenr of a material fact or omlt to state a material fact necessary to make the statements made, in llght of the circumstances under which such statements were made, not misleading with respect to the year covered In thl3 report.

3. Basrd on my l‹nos•ledge, the financial statemenLs and olher flnanclal information included In rhi• rep•rt. falily present in all material respects the finan‹aI condition, results of operations and cash flow5 of the entfry as of, and for, the perlods presented In Ehis repon.

4. The 0nliLy’s other certifying officer and I:

4 e re3pon sible fDr establlshing and ma)nta ining Internal controls;

have des iyned such internal controls and pracedures, or caused such internal controls and procedures co be designed under eur superv‹›ion, to ensure that material informal on relating to the entlly is made known to us by others wiihln those entities, particularly during the perlod In which this report is being prepared.

have designed such in ternal conlrod svstcm, or caused such Intemal contfoJ system to be designed under our supervis on, to provide rcason. bIe 8Ssui ance reg ardins ldc ieIlahlllty of ¿lanc lal repor Dng nnd prrnaration of financlal statements to ex teinal purposes in zccordanre with genemIly accepted accounEln g principJes;

have evaluaed the effectiveness Df the entity's internal controls and procedures as of a date withln 90 days prior Eo the repor! and presented in this re{›o rt our conclusions about the effectlveness of the Internal controls and proce dures . as of the end of fhe period csx•er ed by ihis report based on such evaluation.

l v)

The entil7s other certifying officer and I have disclosed, based on our most recent evaluation of interns I control system, to the

enlity's auditors and audit committee of the enciEy's board of dlrectors (or persons performing the equivalent functions):

API significant deficiencies and material weaknesses In the deslgn or operation of the internal control lystem which are reasonably likely to adversely affect the enlity's ability to record. process, summarize and report flnanclal Information; and

Any fraud, wheher or not material, thas involves management or other employees who have a sgnifiQnt rote In the enIIt/s lncemal control syscem.

The enlity's other certifying officer(s) and I haw identified, In the repori whether or not there were slgnlflcant changes in internal controls or other fccts that could stgninCan!Iy affett intem2l Controls subsequent to the date of their evaluation including any correctlve acclons wlh regard to slgnlflnnt deflclenclas add IfateriaI wa*l‹nesses.

€hlef Financial Officer

tae/2ois/inn/oxoooiioss

6 March 20Z6

Annual R9poft Ofsd glnBf3ElZl 5tBtefTle€lt S

For the year ended 31 December Z025

certlRcadon or management' cssessmant of intamalControl Owr rInarfor y*ar ended 31 December,’*

To comply with lhe provlsions ol Section 1.1 of SEC GuldanEg on Implementatlon of Sections 60 63 of ifivestmenu and securf(leS ACI

2007. I hereby make the following statements iegardtng the Internal *^^ •!^ •! NPr Microfinance Banh Pk for Ifie year ended 31 December 2D25.

I, Habeeb A. Yusuf, certify lha(

(a) i have reu•ewed thIs Management's assessment on In temal conLrol pver financial ’^W ‘ 8 ^’ I'IPF MlEroflnance ^ ""

Based on my knowledge, this report does not contain any untrue Statement of * m tenal faci or omit to state a m•t• l•I f*ct

necessary to make lhe sfaLements made, In light of the crc•msrances under whlcA such statements were made, nO( mIsIecd/ng

wilh respect to thg period covered in this repon.

1. Bas2d on my knowledge. tl›e financial statement s and other financial informadon included in this report, fdlrfy present In Oh

   malaria I respects the financial condltion, results of operations and cash flows of the entity as of, and for, the pñFi0dS Presented in this report.

2. The entily's other certifying olfiEer and I:

i are responsible for eslablitflIng and maipfaInlng AntennaI controls;

JI hevc designed such int.annal controls anJ procedures, or caused such Internal controls an+J procedures to be designed under our s ipemulon, tu eweu‹•* that material infowation ielatlng to the enlity Is made known to us by others wlthtn those entitles, particularly during the pei i0 d in whlch this report Is being prepared.

1. have designed them io‹ern af tontrol system, or caused such internal control system to bP desfgnecl under our supervision, to provide read nablg assurance regarding the reliabflHy of financial reporting and p‹ mudn «r nnanciaI statements t0 external puiposes in accordance with generally accepted accounting principles:

2. have evutu aied the effec liw•neSs of lhe entitY's internal cortLrols and procedures as of a date wlfhiri 90 days prior to the report and presented rn this roport our conclusions about tha ePecliveriess of the internal controls and procedures, as of the end of

I e year covered by tit is repnrt based on such evaluaIron.

(el

il

The entity‘s oiher cer I flying olflcer and f have discto3ed. based on our most recent evaluation of internal cont rot system, la lhe cntir'Ir’s audicors anrl audlt comnJlttee of the entity's board of directors (or persons performing the equivalent functions):

All sign1ficanl deficiencies an'd material weaknesses In the deslgn or operation Of thg Internal control system which are

reasonably llkely to adversely affect the en(1ty’s ability to record, process, summariae and report financial Information; and

any rraud, whether or not macerlal. Ihat Involved management or ofhef employees who have a significant role In Che entity's internal control system.

The entity's other certifying ofFicer{s) and I have Identfied, In the report whether o‹ not there were signlficant changes in internal combats or other facts that could 3ignlficanlly affectInfern•I convols subsequent to Ihe date of thelr evaluation intludfng any corre

FRC/2OZS/PRO/Dl4/00Z/163632

6 March 2026

In compliance with Section 404(7) of the Companies and Allied Matters Act (CAMA), 2020, we the members of the Audi( Committee of NPF Microfinance Bank Plc report on the financial statements for the year ended 31 December 2025 as fajlqws:

• We have reviewed the scope and planning of the audit requirements and we found them adequate.

• We have reviewed the financial statements for the year ended 31 December 2025 and are satisfied with the explanations obtained in response to our queries.

• We reviewed the external auditor's Management Letter for the year ended 31 DecemDer 2D25 and management responses thereto and are satisfied that management is taking appropriate steps to address the issues raised.

• We have reviewed all insider related credits as defined by Section 19(4) of the Banks and Other Financial Institutions Act, 2020 and confirm that the Bank disclosed all such credits and that they were reported in line with the Central Bank of Nigeria (CBN)’s guidelines. Specifically, we are satisfied that the Bank has complied with the provisions of the Central Bank of Nigeria circular BSD/1/2004 dated 18 February 2004 on "Disclosure of insider related credits in the financial statements of banks". We hereby confirm that an aggregate amount of f418,415,000 was outstanding as at 31 December 2025 (31 December 2024: N11,623,000) of which none was non-performing (see note 28(b)(ii)) to the financial statements).

• We ascertained that the accounting and reporting policies of the Bank far the year ended 31 December 2025 are in accordance with legal requirements and agreed ethical practices.

• The external auditor confirmed having received full cooperation from management in the course of their statutory audit.

Chief lmothy Adeslyan Chairman, Audit Commlrtee

FRC/2023/PRO/AUOITCDM/002/00000003745

6 March 2026

Other members of the Audit Committee:

Alhaji Abdulquadr Sannl (FRC/2023/PftO/AUDITCOM/002/803866) Mrs. Esther Osi)o

Mr. Mutalib Atanda Akinlade (FRC/2014/ICAN/00000010306)

- Mr. Said Umar Fagge

Mrs. OJ. ldemudia tCompany Secretary) acted as Secretary to the Committee

CORPORATE GOVERNANCE REPORT

INTRODUCTION

NPF Microfinance Bank Plc ("the Bank") is committed to the highest standards of corporate governance and proactively institutionalise sound corporate governance practices across its operations. For the Bank, Corporate Governance is not an end in itself but an essential enabler for value creation while propagating a value-led culture, high behavioural standards and robust procedures as fundamental tools in the entrenchment of a strong corporate governance framework. As a public company quoted on the floor of the Nigerian Exchange Ltd (NGX), we remain committed to our promises to safeguard and increase investors value through transparent corporate governance practices.

The Bank ensures compliance with relevant provisions of the Central Bank of Nigeria (CBN) Code of Corporate Governance for Microfinance Banks, Nigerian Exchange Ltd (NGX) Regulations, The Securities and Exchange Commission (SEC) as well as the National Code of Corporate Governance for Public Companies.

GOVERNANCE STRUCTURES

THE BOARD

The Board is responsible for embedding high standards of corporate governance across the Bank. The Board recognises that effective corporate governance is a key imperative for achieving sustainable growth.

The Board plays a central role in conjunction with Management in ensuring that the Bank is financially strong. This synergy between the Board and management fosters interactive dialogue in setting broad policy guidelines in the running of the Bank to enhance optimal performance and ensure that associated risk are well managed.

The Board of Directors currently consists of Ten (10) members; comprising three (3) Executive Directors and Seven (7) Non-Executive Directors. Two (2) of the Non-Executive Directors are Independent Directors as defined under the various codes of corporate governance and the Companies and Allied Matters Act (CAMA) 2020.

THE ROLE OF THE BOARD

The primary role of the Board is to provide strategic direction for the Bank to deliver long term value to shareholders. The Board provides the Bank with leadership within a framework of prudent and effective controls which enables risk to be assessed and managed while deploying the Bank's resources to profitable use. The Board outlines the Bank's strategic and corporate aims, ensures that the necessary financial and human resources are in place for the Bank to meet its objectives and reviews management performance on a continous basis. The Board also sets the Bank's values and standards and ensures that its obligations to its shareholders and others are understood and met.

The Board also ensures that robust systems of internal controls are maintained and that management maintains an effective risk management and oversight process across the Bank so that growth is delivered in a controlled and sustainable way.

RESPONSIBILITIES

The Board is accountable to the Shareholders and continues to play a key role in governance. It is the responsibility of the Board of Directors to endorse the Bank's organisational strategy, develop directional policy, appoint, supervise and remunerate senior executives and ensure accountability of the Bank to its stakeholders and regulatory authorities. The Board is responsible for providing stable and effective leadership for the Bank, to facilitate achievement of its corporate operating objectives.

CORPORATE GOVERNANCE REPORT - continued

The roles of the Chairman and Chief Executive Director 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 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 Bank to the Managing Director/Chief Executive Officer, who is supported by the Executive Management. The Managing Director executes the powers delegated to him in accordance with guidelines approved by the Board and the Executive Management is accountable to the Board for the development and implementation of strategies and policies.

REMUNERATION POLICY

The Bank’s remuneration policy sets out the criteria and mechanism for determining the levels of remuneration of the Directors of the Bank and also defines the process for determining Executive Directors compensations and rewards for corporate and individual performance. The policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year. It includes:

The non-executive Directors' fees for the year under review was fixed at ₦ 50,000,000.00 by members at the last Annual General Meeting. This excludes sitting allowance and other allowances for meetings attended and engagements on behalf of the Bank.

CORPORATE GOVERNANCE REPORT - continued

BOARD MEETINGS

To ensure the Board's effectiveness throughout the year, an annual meeting and task calendar is developed at the beginning of each year. These calendars do not only focus on the activities of the Board but also establish benchmarks against which its performance can be evaluated at the end of the year.

The Board meets quarterly and additional meetings are convened as the need arises. In furtherance of its roles, the Board met seven (7) times in the year under review. Attendance at the Board meetings during the year were as follows:

P= Present A=Absent

N/A= Ceased to be a member/Not a member

DIRECTORS' PERFORMANCE EVALUATION

The Governance, Nomination and Remuneration Committee oversees a formal evaluation process to assess the composition and performance of the Board, each Committee and individual director on an annual basis. The assessment is conducted to ensure the Board, Committees and individual members are effective and productive and to identify opportunities for improvement.

As part of the process, each member completes a detailed and thorough questionnaire and each member also participates in an oral interview/conversation session as a follow up to the completion of the questionnaire. The Governance, Nomination and Remuneration Committee reports annually to the full Board with result of the evaluation excercise. The recommendations of the performance evaluation are considered by the Board and are implemented as required.

In compliance with the requirement of the Central Bank of Nigeria (CBN) Code of Corporate Governance, the Board commissioned Institute of Directors ( IOD) to carry out Board evaluation for the financial year ended 31 December 2025.

Their report has been forwarded to the Central Bank of Nigeria (CBN) and will be communicated to shareholders at the Annual General Meeting.

TENURE OF DIRECTORS

In pursuance of the Bank’s drive to continually imbibe best Corporate Governance practices, the tenure of the Non-Executive Directors is limited to a maximum of three (3) terms of three (3) years each. This allows for the injection of fresh perspectives to the business of the Board.

INDUCTION AND CONTINUOUS TRAINING

The Bank has in place a formal induction program for newly appointed Directors. This induction which is arranged by the Company Secretary includes presentation by Senior Management staff to assist Directors in building a detailed understanding of the Bank’s operations, its strategic plan, business environment and key issues faced by the Bank and to introduce directors to their fiduciary duties and responsibilities.

Training and Education of Directors on issues pertaining to their oversight function is a continuous process in order to update their knowledge and skills and keep them informed of new developments in the Bank’s business and operating environment. These trainings are carried out through external, local and international courses. The trainings attended during the year under review are as follows:

All Directors attended at least three training courses in the year under review.

BOARD COMMITTEES

The Board committees in operation during the year under review were:

• Board Risk Management Committee

• Board Audit Committee

• Board Governance, Nomination and Remuneration Committee

• Board Credit Committee

Board Risk Management Committee

The responsibilities of this Committee are:-

. Review and recommend risk management policies including risk strategy to the full Board for approval;

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

. Monitor the Bank’s compliance level with applicable laws and regulatory requirements;

. Periodic review of changes in the economic and business environment, including trends and other factors relevant for the

Bank’s risk profile;

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

. Oversight of management's process for the identification of significant risks across the Bank and the adequate prevention, detection and reporting mechanism;

. Review and approve the framework for the management of credit risk, market risk, liquidity risk, operational risk, reputation risk and other risk types as appropriate;

. Consider and approve significant IT investment and expenditure to be made by the Bank;

. Oversee the development and maintenance of IT Strategic Plan.

The Board Risk Management Committee meets quarterly, and additional meetings are convened as required. The Committee met Four (4) times during the 2025 financial year. Membership of the Committee and attendance at its meetings during the year were as follows:-

* She became a member of the committee following the reconstitution of committees by the Board on 28 January 2025.

Board Audit Committee

The Audit Committee is responsible for maintaining oversight regarding the integrity of the Bank’s financial statements, ensuring compliance with legal and other regulatory requirements, assessment of qualification and independence of the external auditor, and assessment of performance of the Bank’s internal audit function as well as that of the external auditors. Its responsibilities also includes:

. Establish an internal audit function and ensure that there are other means of obtaining sufficient assurance of regular review or appraisal of the system of internal control in the Bank;

. Ensure the development of a comprehensive internal control framework for the Bank, obtain assurance and report the

operating effectiveness of the Bank’s internal control framework to the Board;

. Review and ensure that adequate whistle-blowing procedures are in place and that a summary of issues reported are highlighted to the Board;

. Preserve auditor independence, and set clear hiring policies for employees and /or former employees of independent auditors;

. Consider any related-party transactions that may arise within the Bank or any of its related companies;

. Invoke its authority to investigate any matter within its terms of reference for which purpose the Bank must make available the resources to the internal auditors with which to carry out this functions including access to external advice when necessary.

This Committee consists of only Non-Executive Directors and is required to meet quarterly in a year.

The Committee met Six (6) times during the 2025 financial year . Members of the Committee and attendance at its meetings during the year were as follows:-

Board Governance, Nomination and Remuneration Committee

The responsibilities of the Committeee are:

. Make recommendations on the appropriate compensation structure for the Managing Director and other senior Executives;

. Make recommendations to the Board on the Bank’s policy framework of Executive remuneration and its cost;

. Periodically evaluate the skills, knowledge and experience required on the Board;

. Establish the criteria for Board and Board committee membership, review candidates qualifications and any potential conflict of interest, assess the contributions of current Directors in connection with their re-connection and make recommendation to the Board;

. Monitor the development, alignment, satisfaction and productivity of the Bank’s employees with a view to competitive excellence;

. Develop and constantly review and make recommendation to the Board on policies and procedures to maintain high standard of management by the Bank;

. Monitor on a continuous basis and make recommendations to the Board concerning the corporate governance of the Bank;

. Approve compensation policy and review compensation for all officers of the Bank (including Executive and Non - Executive Directors); and

. Perform other oversight functions as may from time to time be expressly requested by the Board.

The Board Governance, Nomination and Remuneration Committee is required to meet as often as it deems necessary but not less than 2 times a year. The Committee met six (6) times in the 2025 financial year. Membership of the Committee and attendance at its meetings during the year were as follows:

* He ceased to be a member of the committee following the reconstitution of committees by the Board on 28 January 2025

Board Credit Committee

The responsibilities of the Committee are:

. To set and periodically review the Bank's credit policy direction as necessary.

. To consider and approve specific loans above the Management Credit Committee's authority limit as determined by the Board from time to time.

. To conduct quarterly review of credits granted by the Bank to ensure compliance with the Bank's internal control systems and credit approval procedures.

. To mainatin credit risk within the Board's approved limit.

. Oversight responsibility of marketing reports/activities of the Bank as presented by management and providing updates on same to the Board.

. Maximise recovery rate through quality resolutions.

. Annually review the lending policies and present them to the Board for approval.

. Approve lending, investment decisions, credit products and new processes.

. Review and monitor the effectiveness and application of credit risk management policies, related standards and procedures and control environment with respect to credit decisions and review internal audit reports with respect thereto.

. Review and oversee the development of loan loss provision policy and annually assess the appropriateness and application of such policy in the light of the credit risk(s) embedded in the overall loan portfolio.

The Board Credit Committee meets quarterly and additional meetings are conveyed as required. The Committee met four (4) times during the year under review. Membership of the Committee and attendance at its meetings during the year were as follows:

* He became a member of the committee following the reconstitution of committees by the Board on 28 January 2025.

Statutory Audit Committee

In compliance with Section 404(2) of the Companies and Allied Matters Act (CAMA), 2020, an audit committee comprising three (3) representatives of shareholders and two (2) Non-Executive Directors elected annually at the Annual General Meeting (AGM)] is in place.

The responsibilities of the Committee are as contained in Section 404(4) and (7) of the Companies and Allied Matters Act (CAMA), 2020. The Statutory Audit Committee meets at least once in each quarter. However, additional meetings are conveyed as required. The Committee met four (4) times in 2025 financial year. Membership of the Committee and attendance at its meetings during the year were as follows. Membership of the Committee and attendance at its meetings during the year were as follows.

MANAGEMENT COMMITTEES

The committees comprise senior management staff of the Bank. These committees provide inputs for the respective Board committees of the Bank and ensure that recommendations of the Board committees are effectively and efficiently implemented.

They meet as frequently as necessary to take action and decisions within the confines of their powers. The standing management committees are:-

• Assets and Liabilities Committee

• Enterprise Risk Management Committee

• Finance and Expenditure Committee

• Staff Committee

• IT Steering and Business Development Committee

• Credit/Investment & Capital Management Committee

• Information Security Steering Committee

• Sustainability Committee

• Business Continuity Management

Assets and Liabilities Committee

It is responsible for reviewing and monitoring the deployment of the Bank's assets for optimal returns while also ensuring a balance in the Bank's liabilities and that they are safe guarded. The Asset and Liability Committee is expected to meet weekly or as required to analyse and make recommendations on risks arising from day-to-day activities of the Bank. The Committee also establishes standards and policies covering the various components of the Bank's assets and liabilities. The Committee is composed of all senior management staff, the Chairman is the Managing Director. The convener of the meeting is the Head, Enterprise Risk Management.

Enterprise Risk Management Committee

The Committee is comprised of the senior management staff of the Bank. The Management team is responsible for the implementation of the Bank’s risk management strategy. The Committee also monitor overall regulatory and economic capital adequacy. It recommends to the Board for its approval, clear policies on standards for presentation of credit proposals, financial covenants, rating standards and bench marks. The Committee is also saddled with the responsibility of reviewing asset quality results versus plan, portfolio management and the adequacy of the allowance for credit losses. The committee is expected to meet monthly, the members of the committee are all senior management staff and the Chairman is the Managing Director or any one assigned by him to oversee the meeting, the Head, Enterprise Risk Management is the meeting convener.

Finance and Expenditure Committee

The Finance and Expenditure Committee is responsible for recommending for approval to management the purchase of assets for new and existing branches, as well as the Head office. It is required to review the budget expenditure performance during the financial year. The committee is expected to meet once in a quarter.

Staff Committee

The Committee considers all staff disciplinary issues for recommendation/ implementation to the management team. It also considers issues pertaining to staff welfare and performance appraisal and makes recommendation to Management as deemed appropriate. The committee is expected to meet once in a quarter and whenever the need arises.

IT Steering and Business Development Committee

This Committee is responsible for development of corporate information technology (IT) strategies and projects that ensure cost effective application and management of resources throughout the organisation. The Committee also reviews for management’s recommendation to the Board Risk Management committee, new and existing bank products and its features. The committee is expected to meet once in a quarter.

Credit/Investment & Capital Management Committee

The Committee is responsible for ensuring that the Bank complies fully with the Credit Policy guidelines as laid down by the Board of Directors. The Committee also reviews and approves credit facilities not exceeding an aggregate sum to be determined by the Board from time to time. The Committee is saddled with the responsibility of ensuring that adequate monitoring and recovery of credit is carried out. The is also responsible for advising management on investment and Capital Management. The committee is expected to meet monthly and whenever the need arises.

Information Security Steering Committee

The Information Security Steering Committee provides direction and ensures that the Bank's Cyber Security initiatives and activities aligns with her business objectives and IT strategies. It reviews existing Information Security policies, standards, processes and procedure to ensure that they meet regulatory requirements and current standards. The Committee also coordinates the design and implementation of the Information Security Program with the Chief Information Security Officer. It is responsible for documentation and reporting to various regulatory agencies to ensure compliance. The committee is expected to meet once in a quarter and membership is determined by regulatory standards.

Sustainability Committee

This is the committee saddled with responsibility to ensure that all the activities of the bank are carried out in line with the Sustainability Banking policies and procedures. The committee is to ensure that the annual Sustainability reports are publishes in line with regulatory standards. The committee is required to meet at least once in a quarter to coordinate and compile information for the report with other staff who are Sustainability Team members.

Business Continuity Management

The Business Continuity Management Committee is to ensure that the bank’s business continues when there is crisis or disaster, it is to ensure that the recovery time objective of the bank is within the tolerable ratio for business not to be disrupted at any point in time. The committee is expected to meet once in a quarter and when the need arises.

WHISTLE-BLOWING PROCESS

The Bank is committed to the highest standards of openness, probity and accountability hence the need for an effective and efficient whistle blowing process as a key element of good corporate governance and risk management.

NPF h4lcroflnance Bank PL*

Annual Rgpof I qm$ $[yIa€tclal 5tdt€FD¥NtS

For the Year e'nded 31 DeceMb€r 20Z5

CORPORATE GOVERNANCE flEP0NT - continued

whistle blowing process 1s a mechanism *Y whlEh suspe*Ted 6^8^^*•^ ”’ ””

Bank‘S Internal policies, processes,procedure and

unethical artlvlttes by any stakeholder (staff, customers, suppTl I ••nd •p !••°*I °

It ensuies a 5ound, rtean

and hlgh degree of integrity aAd trgflS@arency In order to achieve efficiency aad effectlveneM in OUF

operatJons,

The repu!ction of the gank is of utmost importanceand even-y $tB'fT Of'the B40k 88S a respo=sib iity to prote.ct the Bank rrom any person or act that might jeopard•›e its reputation. Staff are encouragedto speak vp whcn faced with information thai would help

protect tfie Bank's reputation.

An essentialattribute of the process Is ihe guarantee of confide^t›•!!W' ^^* P^^’"!'^’ of the. whistle blower’s identity and rlght5. It should be noted that tfte ul imate him of this policy is to ensure efficient service to i he customer, good corporate image and business. continulry in an atmosphere co.mpliant to.best ln'dustry practice.

The Bank has 0 Whistle Blowingchan'nel via In website, dedicated telephone hotlines and e-mail address in «ompliance with Section 6.1. J2 of the Central Bank of Nigeria (CLIN) @05tJUfisoI›dation Code of corporate Governance for Banks in Nigeria.

The 8aok's ITrad af int‹'rnal Audit is responsible for monitoring and reportJng on whistle blowing.

SECURITIES TRADING BY INTCAESTED PARTIES

The Oank has in place a policy on tradtn in he r Securities on terms no less exalting than he

required Standard set oMt in the

Algeria Exchange LIst1ñg Ré let. The policy prevents employees, OirccCors and related IndIviduais/comp’8nJes I'rom Insider deaIIngs oni he shares of NPF Microfinance Bank plc by related parties. The essence of the policy Is to prevent ihe abuse of confidential

non-puLi1ic iriformat ion that m'ay be gained dunng th'e execution of the &0k’s BusTN€*ss.

All oirertors of the IJank have complied with the' Iisting.rules of the Nigeria Exchange regarding securities transactions by DI rectors.

PRDTECTION OF SFtAREHOLDER5' RIGHTS

the Board ensures lhe protection of the statutory and genera| rights of shareholders at all times, particularly voting rights at

General Meetings oi the Bank. All. are treated equally, regard1ess of volume of shareholding.or social status.

SHAREHOLDEfIS’ MEETING

Char.choldcrS' meeJng s arc duly convened and heIJ in line with existing statutory and regulatory regime. The Bank's Genera1 Meetings arr conducted in a ttanspareñ.t and fair manner. 5h»reholders have the opp'ort uniLy !o. express their opinions on the B/snk’s financial r esults and other issues affecting the Bank. The Annual General Meetings ar.e artend'ed by representatives of regulators .such as the Nigerian Exchange as well as representatNes of S.hareholders’ Associations.

COMPMIN7 MANAGEMENT

In compliance wJth the. Securities and Exchange Commission (S£C) rUIeS of 2015, the Bank has in' place a complaint management pollcy. The policy seLs out the manner In whlEh shareholders make enqulries or register their complaints and how the Bank responds/address shareholder's complains, issues and other matters that alfecLs their shafeholdl ng

COMPLAINT ENANN£LS.

To”ensurean effenive feedback process, the'foltowing.channels have been provlded for customers to' enable them contact tote

Bank:

Mrs. Osaro J. Idemudja

Company Scwesary/tagal Advkar

rnc/2033/Nsv0€XX¥i0023£9

6 March 2026

25

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of NPF Microfinance Bank Plc Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of NPF Microfinance Bank Plc set out on pages 32 to 94, which comprise the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, the notes to the financial statements, including a summary of material accounting policy information.

In our opinion, the financial statements give a true and fair view of the financial position of NPF Microfinance Bank Plc as at 31 December 2025, and its financial performance and 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, Banks and Other Financial Institutions Act 2020 and Financial Reporting Council of Nigeria (Amendment) Act, 2023, Central Bank of Nigeria Regulatory and Supervisory Framework for Microfinance Banks in Nigeria and relevant Central Bank of Nigeria circulars.

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 Financial Statements section of our report. We are independent of the Bank 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 the audits of financial statements of public interest entities, and other independence requirements applicable to performing audits of financial statements of public interest entities in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of 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 which, in our professional judgment, 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, therefore, we do not provide a separate opinion on these matters.

The following key audit matter applies to the audit of these financial statements.

Other information

The directors are responsible for the other information. The other information comprises the information included in the document titled “NPF Microfinance Bank Plc Annual Reports and Accounts 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. The other information does not include the consolidated and separate financial statements and our auditor’s report thereon.

Our opinion on the 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 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 in 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 Direcotrs for the Financial Statements

The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting 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, the respective provisions of the Banks and Other Financial Institutions Act, 2020, Central Bank of Nigeria Regulatory and Supervisory framework for Microfinance Banks in Nigeria, relevant Central Bank of Nigeria circulars and for such internal controls as Management determines 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, Management is responsible for assessing the Bank’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 Management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Auditor’s 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 based on 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 Bank’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 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 Bank’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 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 Bank to cease to continue as a 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 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 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 explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

3. The Bank’s statement of financial position, and its statement of profit or loss and other comprehensive income are in agreement with the books of account and returns.

4. Details of insider-related credits and other balances are disclosed in note 28 to the financial statements in compliance with the Central Bank of Nigeria circular BSD/I/2004.

   Contraventions

   The Bank did not contravene any provisions of the Securities and Exchange Commission rules or Corporate Affairs Commission (CAC) guidelines during the year ended 31 December 2025. Accordingly, no penalties were incurred or paid in respect of such matters during the year.

   In accordance with the requirements of the Financial Reporting Council of Nigeria, we also performed a limited assurance engagement and reported on management's assessment of the Entity's internal control over financial reporting as of 31 December 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 evidence obtained, we have issued an Unmodified conclusion in our report dated 12 March 2026. That report is included on pages 30 to 31 of the financial statements.

   Restriction on Distribution

   The opinion expressed in these financial statements is to enable the Bank comply with the requirement for the submission of its financial statements to the Central Bank of Nigeria in accordance with Section 26 of Banks and Other Financial Institutions Act, 2020. Consequently, these financial statements should not be distributed or made available to any third party in whole or in part pending final approval by the Central Bank of Nigeria and subsequent auditors’ opinion thereon.

   Joshua Ojo, FCA FRC/2013/PRO/ICAN/01/0000000084G

   For: Deloitte and Touche Chartered Accountants Lagos, Nigeria

   12 March 2026

   To the Shareholders of NPF Microfinance Bank Plc

   Assurance Report on Management’s Assessment of Controls over Financial Reporting

   We have performed a limited assurance engagement in respect of the systems of internal control over financial reporting of NPF Microfinance Bank Plc (“the Bank) 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 60 – 63 of Investments and Securities Act 2007 and FRC Guidance on Management report on Internal Control over Financial Reporting. NPF Microfinance Bank 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 Bank and our report dated 12 March 2026 expressed an unmodified opinion.

   Limited Assurance Conclusion

   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 Bank 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 and 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 company'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 Bank;

   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 Bank are being made only in accordance with authorizations of management and directors of the Bank; and

   3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Bank'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 Bank'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.

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 2011 (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

Our responsibility is to express a limited assurance opinion on the Bank'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 Bank 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 Bank 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.

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

Joshua Ojo - FRC/2013/PRO/ICAN/001/00000000849

Lagos

Date: 12 March 2026

NPF Microfinance Bank PLC

Annual Report and Finandal Statements For the year ended 31 December 20Z5

STATEMEMY OF FINANCIAL PGSfTlON

M AT 3MT DEC£M PER 2025

4 I6G 786

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST DECEMBER 2025

The accompanying notes are an integral part of these financial statements.

NPF Microfinance Bank PLC

Annual Report and Financial Statements For the year ended 31 December 2025

The accompanying notes are an integral part of these financial statements.

Note on interest paid

The total interest paid during the year is disclosed below in accordance with the requirements of IAS 7:32 'Statement of Cash Flows:

* Represents the total cash outflow for interest during the year. See the reconciliation table above for the total interest paid of N1,491,246,000 (2024: N1,990,353,000).

The accompanying notes are an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. Reporting entity

   NPF Microfinance Bank Plc. ("the Bank") is a public limited liability company domiciled in Nigeria. The Bank's registered office is at Aliyu Atta House, 1 Ikoyi Road, Obalende, Lagos.

   The Bank is engaged in the provision of banking services to members of the Police community, to poor and low income households and micro-enterprises of the public at large. Such services include retail banking, granting of loans, advances and allied services.

   The Bank currently operates from its registered office and has forty-nine (49) branches located at Obalende, Ikeja, Garki-Abuja, Wuse-Abuja, Port-Harcourt, Kano, Osogbo, Benin, Akure, Onitsha, Sokoto, Lokoja, Lafia, Bauchi, Yola, Enugu, Kaduna, Oji River, Ibadan, Abeokuta, Ikorodu, Tejuosho, Asaba, Calabar, Aba, Aswani, Awka, Port Harcourt 2, Jos, Ilorin, Minna, Uyo, Owerri, Ekiti, Makurdi, Maiduguri, Gwagwalada, Egbeda, Ajah, Gombe, Umuahia, Yenagoa, Abakaliki, Birnin-Kebbi, Katsina, Jalingo, Dutse, Gusau, Damaturu.

2. Application of new and revised IFRS Accounting Standards

   1. New and amended standards and interpretations that are effective for the current year

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

      Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates effective January 1, 2025

      Under IAS 21 The Effects of Changes in Foreign Exchange Rates, a company uses a spot exchange rate when translating a foreign currency transaction. However, in rare cases, it is possible that one currency cannot be exchanged into another. This lack of exchangeability might arise when a government imposes controls on capital imports and exports, for example, or when it provides an official exchange rate but limits the volume of foreign currency transactions that can be undertaken at that rate. Consequently, market participants are unable to buy and sell currency to meet their needs at the official exchange rate and turn instead to unofficial, parallel markets.

      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. These disclosures might 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.

   2. New and revised IFRS Accounting Standards in issue but not yet effective

      At the date of authorisation of these financial statements, the company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective. They are listed below

      1. Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026

      2. Annual Improvements to IFRS Accounting Standards – Amendments to:

         • IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

         • IFRS 10 Consolidated Financial Statements

         • IAS 7 Statement of Cash flows. effective January 1, 2026; and

         • IFRS 1 First time adoption of international financial reporting standards.

         • IFRS 9 Financial Instruments.

      3. IFRS 18 Presentation and Disclosure in Financial Statements. effective January 1, 2027

      4. IFRS 19 Subsidiaries without Public Accountability: Disclosures. effective January 1, 2027

      5. Annual Improvements to IFRS Accounting Standards – Volume 11

      NOTES TO THE FINANCIAL STATEMENTS - continued

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

      Amendments to IFRS 9 and IFRS 7—Amendments to the Classification and Measurement of Financial

      Instruments

      The amendments permit an entity to deem a financial liability (or part of a financial liability) that is settled using an electronic payment system to be discharged (and derecognised) before the settlement date if specified criteria are met. If an entity elects to apply this accounting policy, it must do so for all settlements made through the same electronic payment system. The amendments provide guidance on how an entity should assess whether contractual cash flows of a financial asset are consistent with a basic lending arrangement. This is intended to assist an entity to apply the requirements for assessing contractual cash flow characteristics to financial assets with features linked to environmental, social and governance (ESG) concerns. The amendments enhance the description of the term ‘non-recourse’, in particular to specify that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets. The amendments clarify the characteristics of contractually linked instruments that distinguish them from other transactions. Specifically, the amendments highlight that in such instruments a prioritisation of payments to the holders of financial assets using multiple contractually linked instruments (tranches) is established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of losses between the holders of different tranches. The amendments also note that not all transactions with multiple debt instruments meet the criteria of transactions with multiple contractually linked instruments. In addition, the amendments clarify that the reference to instruments in the underlying pool can include financial instruments that are not

      The amendments are effective for annual reporting periods beginning on or after 1 January 2026 with earlier application permitted. If an entity elects to apply these amendments for an earlier period, it is required to either:

      • apply all the amendments at the same time and disclose that fact or

      • apply only the amendments to the classification of financial assets for that earlier period and disclose that fact.

      The amendments are required to be applied retrospectively, in accordance with IAS 8, with specific exceptions. The directors of the bank are still assessing the impact to the financial statements in future periods.

      Other annual Improvements to IFRS Accounting Standards – Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7

      The IASB’s 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. Other amendments include derecognising lease liabilities If a lease liability is derecognised, then the derecognition is accounted for under IFRS 9. However, when a lease liability is modified, the modification is accounted for under IFRS 16 Leases. The IASB’s amendment states that when lease liabilities are derecognised under IFRS 9, the difference between the carrying amount and the consideration paid is recognised in profit or loss. However, the amendment does not address how to distinguish between derecognition and modification of a lease liability. The IASB has indicated that it may consider this issue as part of a future project.

      The directors of the bank are still assessing the impact to the financial statements in future periods.

      NOTES TO THE FINANCIAL STATEMENTS - continued

      IFRS 18 Presentation and Disclosure in Financial Statements effective January 1, 2027

      IFRS 18 replaces IAS 1 Presentation of Financial Statements. and IFRS 18 defines management performance measures (MPMs); these measures are currently commonly known as non-GAAP measures, alternative performance measures (APMs) or key performance indicators (KPIs). IFRS 18 affects all companies, bringing significant changes to how you present your income statement and what information you need to disclose, and making certain ‘non-GAAP’ measures part of your audited financial statements for the first time. You will see three new categories of income and expenses, two defined income statement subtotals and one single note on management-defined performance measures. IFRS 18 reshapes how financial results are presented, introducing new mandated subtotals like operating profit, stricter classification of income and expenses, and audited disclosure of management-defined performance measures. It requires more detailed note disclosures and alignment across the profit or loss and cash flow statements. Although it does not change net profit, it must be applied retrospectively, meaning comparatives must be restated and internal reporting systems, chart of accounts, and controls must be updated to support the new structure to provide investors with better insight into financial performance, the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material 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.

      The directors of the bank anticipate that the application of these amendments may have an impact on the financial

      IFRS 19 Subsidiaries without Public Accountability: Disclosures effective January 1, 2027

      The IASB intends to update IFRS 19 on an ongoing basis as new or amended disclosure requirements in IFRS Accounting Standards are issued.Because of the timing of IFRS 19’s publication, disclosure requirements in new or amended IFRS Accounting Standards issued between 28 February 2021 and May 2024 were included in IFRS 19 without reductions. The IASB issued a ‘catch-up’ exposure draft in July 2024 to consult on reducing the disclosure requirements for the relevant standards issued in this period, most notably IFRS 18 Presentation and Disclosure in Financial Statements.

      The directors of the bank believe that the newly issued standard may not have impact on the financial statements.

      IFRS 10 Consolidated Financial Statements—Determination of a ‘de facto agent’

      The amendments address concerns that the requirements in IFRS 10:B73-B74 might, in some situations, be contradictory.IFRS 10:B73 refers to ‘de facto agents’ as parties acting on the investor’s behalf and states that the determination of whether other parties are acting as de facto agents requires judgement. However, the second sentence of IFRS 10:B74 includes more conclusive language and states that a party is a de facto agent when those that direct the activities of the investor have the ability to direct that party to act on the investor’s behalf. The amendments update IFRS 10:B74 to use less conclusive language and to clarify that the relationship described in IFRS 10:B74 is just one example of a circumstance in which judgement is required to determine whether a party is acting as a de facto agent.

      The directors of the bank believe that the newly issued standard may not have impact on the financial statements.

      IAS 7 Statement of Cash Flows—Cost method

      The amendment replaces the term ‘cost method’ with ‘at cost’ in IAS 7:37 in line with the removal of the definition of ‘cost method’ from the IFRS Accounting Standards.

      The amendments are effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted. An entity is required to apply the amendments to IFRS 9:2.1(b)(ii) to lease liabilities that are extinguished on or after the beginning of the annual reporting period in which the entity first applies that amendment. No specific transition provisions are provided in respect of the other amendments.

      The directors of the bank anticipate that the application of these amendments may have an impact on the financial statements in future periods.

      NOTES TO THE FINANCIAL STATEMENTS - continued

      Annual Improvements to IFRS Accounting Standards—Volume 11

      The IASB issued amendments to five IFRS Accounting Standards as part of its annual improvements process. IFRS 1 Firsttime Adoption of International Financial Reporting Standards—Hedge accounting by a firsttime adopter For consistency with the requirements in IFRS 9, IFRS 1:B5-B6 were amended to refer to the ‘qualifying criteria’ for hedge accounting (instead of the ‘conditions’) and to add cross-references to IFRS 9:6.4.1 to improve the understandability of IFRS 1.

      IFRS 7 Financial Instruments: Disclosures—Gain or loss on derecognition

      The amendments remove an obsolete cross-reference in IFRS 7:B38 to a paragraph that had been deleted when IFRS 13 was issued and align the wording of this paragraph with the terms used in IFRS 13.

      Guidance on implementing IFRS 7—Disclosure of deferred difference between fair value and transaction price

      The amendments update IFRS 7:IG14 to make the wording of that paragraph consistent with IFRS 7:28 and improve the internal consistency of the wording in the example in IFRS 7:IG14.

      Guidance on implementing IFRS 7+C32—Introduction and credit risk disclosures

      The amendments add a statement to IFRS 7:IG1 clarifying that the guidance does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7. The amendments also simplify the explanation of the aspects of the requirements that are not illustrated in IFRS 7:IG20B.

      IFRS 9 Financial Instruments—Derecognition of lease liabilities

      The amendments add a cross-reference to IFRS 9:3.3.3 in IFRS 9.2.1(b)(ii) to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply IFRS 9:3.3.3 and therefore recognise any resulting gain or loss in profit or loss.

      IFRS 9 Financial Instruments—Transaction price

      The amendments replace ‘their transaction price (as defined in IFRS 15)’ in IFRS 9.5.1.3 with ‘the amount determined by applying IFRS 15’ to address inconsistency between IFRS 9.5.1.3 and the requirements of IFRS 15 which may require a receivable to be measured at an amount that differs from the amount of the transaction price recognised as revenue. Additionally, the reference to ‘transaction price’ (as defined in IFRS 15) is deleted from Appendix A of IFRS 9.

      The directors of the bank anticipate that the application of these amendments may have an impact on the financial statements in future periods.

3. Basis of accounting

1. Statement of compliance

   The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by International Accounting Standards Board (IASB) and in the manner required by the Companies and Allied Matters Act (CAMA), 2020, the Financial Reporting Council of Nigeria Act, 2011, the Banks and Other Financial Institutions Act, 2020 and relevant Central Bank of Nigeria (CBN) guidelines and circulars. The IFRS accounting policies have been consistently applied to all years presented.

   The financial statements were approved by the directors on 11 March 2026.

2. Basis of preparation and measurement

   These financial statements have been prepared on a going concern basis, which assumes that the bank will continue its operations in the foreseeable future. These financial statements have been prepared on the going concern basis, except for the following material items, which are measured on the following alternative basis in the financial

   • Equity securities measured at FVTOCI

   • Investment securities (treasury bills) measured at amortised cost

   • Financial assets and liabilities measured at amortised cost

3. Use of estimates and judgements

   The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Bank's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 6.

4. Functional and presentation currency

These financial statements are presented in Naira, which is the Bank’s functional and presentation currency. Except where indicated, financial information presented in Naira has been rounded to the nearest thousand.