Quarter 1 - financial statement for 2026

Report of the Directors

1

Corporate Governance Report

4

Statement of Corporate Responsibility for the Financial Statements

8

Condensed Statement of Profit or Loss

9

Condensed Statement of Financial Position

10

Condensed Statements of Changes in Equity

11

Condensed Statements of Cash Flows

13

Notes to the Condensed Financial Statements

14

Group

Company

In millions of Naira

March 2026

March 2025

March 2026 March 2025

Gross earnings

134,819

95,237

4,999 1,294

Profit before taxation

27,916

18,264

2,950 377

Taxation

(4,534)

(1,033)

(762) (63)

Profit after taxation

23,382

17,231

2,188 314

Transfer to reserves

4,485

3,751

- -

Transfer to general reserve

18,897

13,480

- -

23,382

17,231

- -

Earnings per share (kobo) - Basic

38k

38k

4k 1k

Earnings per share (kobo) - diluted

38k

38k

4k 1k

March 2026

December 2025

March 2026 December 2025

NPL Ratio

4.93%

4.7%

- -

Directors who served during the period

Directors interests in shares

Interest of Directors in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the

purpose of section 301 of the Companies and Allied Matters Act 2020 were as follows:

Number of shares

March 2026

March 2026

December 2025

December 2025

Names

Direct

Indirect

Direct

Indirect

Mr. Adeyemi Adeola

82,944,205

15,059,666,697

72,000,031

14,757,945,697

Ms. Eniye Ambakederemo

-

-

-

-

Mr. Adeshola Adekoya

-

1,552,927,175

-

1,552,927,175

Ms. Aisha Bashir

-

-

-

-

Mr. Abubakar Suleiman

604,325,502

163,000,000

604,326,028

82,000,000

Mr. Ashutosh Kumar

-

2,549,505,026

-

2,549,505,026

Mr. Yemi Odubiyi

-

900,078,773

-

810,783,773

Mr. Olayinka Oni

50,574,883

-

53,916,501

-

Director's Remuneration

The Company ensures that remuneration paid to its Directors comply with the provisions of the codes of corporate governance issued by its regulators.

In compliance with Section 16.8 of the Nigerian Code of Corporate Governance, the Company hereby disclose the remuneration paid to its Directors as follows:

Type of Package Fixed

Description

Timing

1

Basic Salary

Part of gross salary package for Executive Directors only, reflects the financial services industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

Paid monthly during the financial year

2

Other Allowances

Part of gross salary package for Executive Directors only, reflects the financial services industry competitive salary package and the extent to which the Company's objectives have been met for the financial year.

Paid periodically during the financial year

3

Productivity Bonus

Paid to Executive Directors only and tied to performance of their line reports. It is also a function of the extent to which the Company's objectives have

been met for the financial year.

Paid annually in arrears

4

Director Fees

Paid to Non-Executive Directors only.

Paid twice a year, in January and July

5

Sitting Allowances

Allowances paid to Non-Executive Directors only for attending Board and Board Committee meetings.

Paid after each meeting

Beneficial ownership

The Company is owned by Nigerian citizens, corporate bodies and foreign investors.

Analysis of shareholding

The range analysis of the distribution of the shares of the Company as at 31 March 2026 is as follows:

Range of shares

Number of holders

%

Number of units

%

1 - 1,000

49,639

36.92%

25,351,900

0.04%

1001 - 5,000

38,293

28.48%

91,922,657

0.13%

5,001 - 10,000

14,010

10.42%

102,750,760

0.15%

10,001 - 20,000

10,882

8.09%

155,137,046

0.23%

20,001 - 50,000

8,466

6.30%

277,841,196

0.41%

50,001 - 100,000

4,897

3.64%

362,232,294

0.53%

100,001 - 200,000

3,308

2.46%

481,560,099

0.70%

200,001 - 500,000

2,498

1.86%

802,223,561

1.17%

500,001 - 10,000,000

2,294

1.71%

3,766,111,056

5.50%

Above 10,000,001

177

0.13%

46,271,063,829

67.55%

Foreign shareholding

2

0.00%

16,166,137,310

23.60%

134,466

100.00%

68,502,331,708

100.00%

March 2026

Holding (units)

March 2026

% holding

December 2025

Holding (units)

December 2025

% holding

Cardinal Stone Asset Management

Limited (Sterling Closed Investment Fund)

16,666,666,667

Silverlake Investments Limited

13,616,632,284

State Bank of India

-

Total Substantial Shareholdings

30,283,298,951

24.33%

19.88%

-

44.21%

16,666,666,667

13,314,911,284

-

29,981,577,951

30.47%

24.35%

-

54.82%

Acquisition of own shares

The Company did not acquire any of its shares during the quarter ended 31 March 2026 (31 March, 2025: Nil).

Property, plant and equipment

Information relating to changes in property, plant and equipment is given in Note 26 to the consolidated and separate financial statements.

Employment and employees

Employment of disabled persons

The Company has a non-discriminatory policy on recruitment. Applications would always be welcomed from suitably qualified disabled persons and are reviewed strictly on qualification. The Company's policy is that the highest qualified and most experienced persons are

recruited for appropriate job levels irrespective of an applicant's state of origin, ethnicity, religion or physical condition.

ii

Health, safety and welfare of employees

Health and safety regulations are in force within the Comapny's premises and employees are aware of existing regulations. The Company provides subsidies to all levels of employees for medical expenses, transportation, housing, lunch etc.

iii

Employee training and development

The Company is committed to keeping employees fully informed as much as possible regarding the Company's performance and progress and seeking their opinion where practicable on matters, which particularly affect them as employees.

Training is carried out at various levels through both in-house and external courses. Incentive schemes designed to encourage the involvement of employees in the Company's performance are implemented whenever appropriate.

iv

Events after reporting date

There were no events after the reporting date which could have had a material effect on the state of affairs of the Company as at 31 March 2026 or the profit for the period ended on that date which have not been adequately provided for or disclosed.

Sunny Kanabe

Company Secretary

FRC/2025/PRO/NBA/002/099459

20 Marina, Lagos, Nigeria.

April 29, 2026

Board of Directors

The Board of Directors (the 'Board') is made up of the Non-Executive Chairman, Non-Executive Directors and Executive Directors who oversee the corporate governance of the Company. The members are as follows:

1

Mr. Yemi Adeola

2

Mr. Adeshola Adekoya

3

Ms. Eniye Ambakederemo

4

Ms. Aisha Bashir

5

Mr. Abubakar Suleiman

6

Mr. Ashutosh Kumar

7

Mr. Yemi Odubiyi

8

Mr. Olayinka Oni

Chairman

Non- Executive Director

Independent Director

Independent Director

Non-Executive Director

Non-Executive Director

Managing Director

Executive Director

Board Committees

The Board carries out its oversight functions through its various committees each of which has clearly defined terms of reference and a charter that has been approved by the Central Bank of Nigeria. The Board has four (4) standing committees, Board Finance & Investment Committee, Board Audit Committee, Board Risk Management Committee and Board Governance, Nomination & Remuneration Committee. In line with best practice, the Chairman of the Board is not a member of any of the Committees. The composition and

responsibilities of the committees are set out below:

Board Finance and Investment Committee

The Committee acts on behalf of the Board on all matters relating to financial management and reports to the Board for approval/ratification.

Terms of reference

▪

Determine the policies and strategies relating to capital management of the Company, and oversee and monitor the

implementation of these policies, strategies and financial objectives with a view to maximizing overall shareholder value;

▪

Ensure finance and investment decisions are in alignment with corporate objectives and strategy;

▪

Ensure adequate budget and planning processes exist, and performance is measured against annual budget;

▪

Approve and recommend dividend and tax policies to the Board;

▪

Recommend dividend and tax policies to the Board for approval.

▪

Review the adequacy of financial systems, operations and internal controls;

▪

Approve capital and major operating expenditure and investment limits recommended by management;

▪

Ensure that reporting on issues related to investment and finance are comprehensive for proper deliberation and decision making;

▪

Ensure investment strategies, policies and guidelines are in compliance with all applicable regulations;

▪

Consider and approve proposals for significant acquisitions, mergers, takeovers, divestments of operating companies, equity investment and new strategic alliances by the Company or its subsidiaries subject to the final approval of the Board;

▪

Formulate guidelines from time to time on cost control and reduction, consistent with maximum efficiency, and make appropriate recommendations to the Board;

▪

Review and report to the Board on, the Company's financial projections, capital and operating budgets, and actual financial results against targets and projections;

▪

Review and recommend to the Board all new business initiatives, especially those requiring a significant capital outlay above

management limit;

▪

Determine an optimal investment mix consistent with risk profile agreed by the Board; and

▪

Carry out such other functions relating to finance and investment strategy as the Board may from time to time determine.

The members are as follows:

1 Mr. Adeshola Adekoya

Chairman

2 Mr. Abubakar Suleiman

Member

3 Ms. Aisha Bashir

Member

4 Mr. Yemi Odubiyi

Member

5 Mr. Olayinka Oni

Member

Board Audit Committee

The Committee is responsible for evaluating and handling issues relating to Internal and External Audit in the Company.

Terms of reference

▪

Oversee the assessment of the qualification, independence and performance of the Internal Audit function;

▪

Review significant findings and recommendations by Internal Audit and Management responses thereof;

▪

Review implementation of Internal Audit recommendations by Management;

▪

Ensure that the operations of the Internal Audit function is in compliance with acceptable International Standards for the Professional Practice of Internal Auditing;

▪

Ensure Management develops a comprehensive internal control framework and oversses its effectiveness;

▪

Ensure that adequate whistle-blowing procedures are in place;

▪

Review the proposed audit plan(s) and review the results of internal audits completed since the previous Committee meeting as well as the focus of upcoming internal audit projects;

▪

Review the results of the annual audit report and discuss the annual financial statements with external auditors and Management;

▪

Review the auditors' management control letter presented by the external auditors and ensure adequacy of Management's

response;

▪

Review with the Chief Financial Officer annually the significant financial reporting issues and practices of the Company, and ensure that appropriate accounting principles are applied including financial controls relating to the "closing of the books" process;

▪

Meet separately, and at least quarterly, with the Chief Financial Officer, the Chief Internal Auditor and relevant Senior Management staff to discuss the adequacy and effectiveness of accounting and financial controls of the Company;

▪

Ensure that the tenure of an appointed External Auditor shall be for a maximum period of ten (10) years as mandated by the CBN

and SEC code of corporate governance;

▪

Maintain a mechanism for receiving complaints regarding the Company's accounting and operating procedures.

▪

Review legal and regulatory matters, contingent liabilities or other sensitive information that may have a material effect on the

Group's financial statements, systems of internal control or regulatory compliance; and

▪

Provide to the Board such assurances as it may reasonably require regarding compliance by the Company.

The members are as follows:

1

Ms. Eniye Ambakederemo

Chairperson

2

Mr. Adeshola Adekoya

Member

3

Mr. Ashutosh Kumar

Member

Board Risk Management Committee

The Committee is responsible for evaluating and handling issues relating to Risk Management in the Company.

Terms of reference

▪

Ensure that there are standards, policies and processes in place to identify and measure all material risks and respond appropriately;

▪

Re-evaluate all risk management policies on a periodic basis to accommodate major changes in internal or external factors; and

ensure that changes are in the line with the Company's risk profile and appetite;

▪

Review executive management reports, detailing the adequacy and overall effectiveness of the Company's risk and capital Management documents-including policies, procedures and processes for the identification, measurement, monitoring and control of risk management;

▪

Ensure that Management implements specific limits or tolerance levels that are aligned with overall risk appetite levels as set by the Board;

▪

Ensure there are effective controls in place to minimize operational risks and optimize value;

▪

Review the adequacy and effectiveness of compliance programmes;

▪

Ensure that the Company's risk management policies and practices are disclosed in the annual report.

▪

Make recommendations to the Board concerning the levels of risk capacity and tolerance, and ensure that they are managed within these parameters;

▪

Review the compliance processes in place and ensure that any changes to legal and regulatory requirements are identified and

reflected in the Company's processes;

▪

Evaluate the nature and effectiveness of action plans implemented to address identified compliance weaknesses; and

▪

Provide to the Board such assurances as it may reasonably require regarding compliance by the Company.

The members are as follows:

1

Ms. Aisha Bashir

Chairperson

2

Mr. Adeshola Adekoya

Member

3

Mr. Abubakar Suleiman

Member

4

Mr. Yemi Odubiyi

Member

Board Governance, Nomination & Remuneration Committee

The Committee acts on behalf of the Board on all matters relating to corporate governance, remuneration and the appointment and re-election of Directors.

Terms of reference

▪

Review the size and composition of the Board taking into consideration the appropriate skill mix, personal qualities, expertise, ability

to exercise independent judgment and diversity required to discharge the Board's duties;

▪

Make recommendations on the experience and training required for Board Committee membership, operating structure, and other operational matters;

▪

Establish the criteria and execute the process, upon Board approval, for appointing and re-appointing new and existing Directors respectively, and the removal of non-performing Directors;

▪

Ensure that every member of the Board receives a formal letter of appointment, setting out their roles, responsibilities, time

commitments for Board and Board Committees' meetings;

▪

Develop and maintain an appropriate corporate governance framework for the Company, and make recommendation to the

Board on transparent and sound corporate governance principles;

▪

Develop job specification and Key Performance Indicators (KPIs), which shall be approved by the Board for the role of the

Chairman and the Non-Executive Directors;

▪

Ensure the Board carries out annual performance review of itself and that of its Committees in accordance with applicable laws, regulations, policies and codes. The result of the exercise shall be reviewed by this Committee who shall also ensure the

recommendations following the evaluation report are implemented;

▪

Ensure that there is a proper induction programme and ongoing learning for the Board and Board committee members;

▪

Provide adequate oversight in reviewing and updating the Board learning programmes to ensure continuous improvement of the

Board members' performance;

▪

Ensure that a proper succession policy and plan exists for Board members and members of its subsidiaries;

▪

Develop, review and recommend the remuneration policy to the Board for approval;

▪

Review and recommend to the full Board, compensation for the Chief Executive officer and senior management staff. The committee shall ensure its recommendations are in accordance with the Company's remuneration policy, the provisions of the CBN and SEC Codes of corporate governance and all applicable laws;

▪

Ensure that salary scales are set within the general Company's business policy;

▪

Make recommendations to the Board, reinforcing sound corporate governance principles, on the incentive structure of the Company including executive compensation and bonuses;

▪

Provide input to the annual report of the Company on Directors' compensation, aligning with the provisions of the CBN and SEC

Codes;

▪

Perform other duties related to the Company's compensation structure in accordance with applicable laws, rules, policies and regulation; and

▪

Conduct periodic peer review of compensation and remuneration levels to ensure the Company remains competitive; and

▪

Undertake other reviews as the Committee deems necessary in order to fulfil its responsibilities as may be requested by the Board.

The members are as follows:

Ms. Eniye Ambakederemo

Mr. Abubakar Suleiman

Ms. Aisha Bashir

Chairperson

Member

Member

Statutory Audit Committee

The Committee meets every quarter, but could also meet at any other time, as the need arises.

▪

To make recommendations to the Board to be put to the Shareholders for approval at the AGM regarding the appointment,

removal and remuneration of the external auditors of the Company;

▪

To authorise the internal auditor to carry out investigations into any activities of the Company which may be of interest or concern

to the Committee;

▪

To review and approve the annual audit plan and ensure that it is consistent with the scope of audit engagement, having regard to the seniority, expertise and experience of the audit team;

▪

To review representation letter(s) requested by the external auditors before they are signed by Management;

▪

To review the Management Letter and Management's Response to the auditor's findings and recommendations;

▪

To assist in the oversight of the integrity of the Company's financial statements, compliance with legal and other regulatory requirements, assessment of qualifications and independence of the external auditor, and performance of the Company's internal audit function as well as that of external auditors;

▪

To establish an internal audit function and ensure there are other means of obtaining sufficient assurance of regular review or appraisal of the system of internal controls in the Company;

▪

To ensure the development of a comprehensive internal control framework for the Company, obtain assurance and report

annually in the financial report, on the operating effectiveness of the Company's internal control framework;

▪

To review such other matters in connection with overseeing the financial reporting process and the maintenance of internal

controls as the Committee shall deem appropriate;

▪

To oversee management's process for the identification of significant fraud risks across the Company and ensure that adequate prevention, detection and reporting mechanisms are in place;

▪

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

▪

Discuss the annual audited financial statements and half yearly unaudited statements with Management and external auditors;

▪

Discuss policies and strategies with respect to risk assessment and management;

▪

Meet separately and periodically with Management, internal auditors and external auditors;

▪

To review and ensure that adequate whistle-blowing procedures are in place;

▪

To review, with the external auditors, any audit scope limitations or problems encountered and management's responses to same;

▪

To review the independence of the external auditors and ensure that where non-audit services are provided by the external

auditors, there is no conflict of interest;

▪

To consider any related party transactions that may arise within the Company;

▪

Invoke its authority to investigate any matter within its terms of reference for which purpose the Company must make available the resources to the internal auditors with which to carry out this function, including access to external advice where necessary;

▪

Prepare the Committee's report for inclusion in the Company's Annual Report; and

▪

Report to the Board regularly at such times as the Committee shall determine necessary.

The members are as follows:

1

Alhaji Mustapha Jinadu, FC.IoD

Chairman

2

Mr. Adeshola Adekoya

Member

3

Mr. Idongesit E. Udoh

Member

4

Ms. Christie O. Vincent

Member

5

Ms. Eniye Ambakederemo

Member

The Directors have separate and independent access to the Company Secretary. The Company Secretary is responsible for, among other things, ensuring that Board procedures are observed and that the Company's Memorandum and Articles of Association together with other relevant rules and regulations are complied with. He also assists the Chairman and the Board in implementing and strengthening corporate governance practices and processes, with a view to enhancing long-term shareholder value.

The Company Secretary assists the Chairman in ensuring good information flow within the Board and its committees and between Management and Non-Executive Directors. The Company Secretary also facilitates orientation of new Directors and coordinates the professional development of Directors.

The Company Secretary is responsible for designing and implementing a framework for the Company's compliance with the listing rules of the Nigeria Stock Exchange, including advising Management on prompt disclosure of material information.

The Company Secretary attends and prepares the minutes for all Board meetings. As Secretary for all Board Committees, he assists in ensuring coordination and liaison between the Board, the Board Committees and Management. The Company Secretary also assists in the development of the agendas for the various Board and Board Committee meetings.

The appointment and removal of the Company Secretary are subject to the Board's approval.

Management Committee

1

Executive Committee (ExCo)

The Committee provides leadership to the Company and ensures the implementation of the Company's strategies and long-term goals approved by the Board.

Whistle Blowing Process

Whistle blowing process is a mechanism by which suspected breaches of the Group's internal policies, processes, procedures and

unethical activities by any stakeholder (staff, customers, suppliers and applicants) are reported for necessary actions.

Compliance Statement on Securities Trading by Interested Parties

The Company has put in place a Policy on Trading on the Company's Securities by Directors and other key personnel of the Company.

During the period under review, the Directors and other key personnel of the Company complied with the terms of the Policy and the provisions of Section 14 of the Amendment to the Listing Rules of The Nigerian Exchange Group.

Complaint Management Policy

The Company has put in place a Complaint Management Framework guiding the resolution of disputes with stakeholders on issues

relating to the Investment and Securities Act.

(a)

In accordance with section 405 of the Companies and Allied Matters Act of Nigeria 2020, the Chief Executive Officer and the

Chief Financial Officer certify that the financial statements have been reviewed and based on our knowledge, the

(i)

condensed unaudited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement

was made, and

(ii)

condensed unaudited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the company as of and for, the periods covered

by the unaudited financial statements;

(b)

We state that management and directors:

(i)

are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that

material information relating to the Group is made known to the officer by other officers of the group and company, particularly during the period in which the condensed unaudited financial statement report is being prepared.

(ii)

has evaluated the effectiveness of the group's internal controls within 90 days prior to the date of its condensed unaudited financial statements, and

(iii)

certifies that the group's internal controls are effective as of that date;

(c)

We have disclosed:

(i)

all significant deficiencies in the design or operation of internal controls which could adversely affect the group and

company's ability to record, process, summarize and report financial data, and has identified for the group any material weaknesses in internal controls, and

(ii)

whether or not, there is any fraud that involves management or other employees who have a significant role in the group

and company's internal control; and

(iii)

as indicated in the report, whether or not, there were significant changes in internal controls or in other factors that could

significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Adebimpe Olambiwonnu, FCA

Chief Finance Officer

FRC/2013/PRO/ICAN/001/00000001253

Yemi Odubiyi

Group Chief Executive Officer

FRC/2013/PRO/DIR/003/00000001279

Condensed Statement of Profit or Loss

For the period ended 31 March 2026

Company

March 2026

March 2025

1,299

273

(463)

-

836

273

In millions of Naira

Notes

March 2026

Interest income

3

106,264

Interest expense

4

(41,407)

Net interest income

64,857

Net Fees and commission income

5

13,401

Net trading income

6

3,367

Other operating income

7

11,787

Operating income

93,412

Credit loss expense on financial assets

8

(9,201)

Net operating income after impairment

84,211

Personnel expenses

9

(15,324)

Other operating expenses

10

(16,301)

General and administative expenses

11

(16,391)

Other property, plant and equipment cost

12

(5,670)

Depreciation and amortisation

13

(2,609)

Total expenses

(56,295)

78,355

(30,934)

47,421

10,125

2,899

3,858

64,303

(2,446)

61,857

(10,643)

(12,398)

(14,382)

(4,340)

(1,830)

(43,593)

-

-

3,700

4,536

-

4,536

(837)

(118)

(426)

(16)

(189)

(1,586)

-

-

1,021

1,294

-

1,294

(301)

(51)

(481)

(65)

(19)

(917)

Profit before income tax

27,916

Income tax expense

14(a)

(4,534)

Profit for the period

23,382

18,264

(1,033)

17,231

2,950

(762)

2,188

377

(63)

314

Earnings per share - basic (in kobo)

15

38k

38k

4k

1k

Earnings per share - diluted (in kobo)

15

38k

38k

4k

1k

March

2025

314

-

-

Profit for the period

Items that will not be reclassified to profit or loss in subsequent periods:

Fair value loss on equity instruments at fair value

through other comprehensive income

Total items that will not be reclassified to profit or loss

Items that will be reclassified to profit or loss in subsequent periods:

- Debt instruments measured at fair value through other comprehensive income: :

- Net change in fair value during the period

Net gains/(losses) on financial investments at fair

value through

other comprehensive income:

Other comprehensive loss for the period, net of tax

Total comprehensive (loss)/income for the period, net of tax

(629)

(629)

(98)

(98)

-

-

-

(3,383)

(853)

-

-

(3,383)

(853)

-

-

(4,012)

(951)

-

-

19,370

16,280

2,188

314

Condensed Statement of Financial Position

As at 31 March 2026

In millions of Naira

Notes

March 2026 December 2025 March 2026 December 2025

Assets

Cash and balances with Central Bank of Nigeria

16

725,206 761,639 - -

Due from Banks

17

484,533 472,269 54,668 8,471

Pledged financial assets

18

14,455 16,085 - -

Derivative financial assets

19

247 - - -

Loans and advances to Customers

20

1,444,083 1,413,260 - -

Investment securities:

- Debt instruments at fair value through profit or loss

21(a)

30,911 74,131 - -

- Debt instruments at fair value through other

comprehensive income

21(b)

812,184 646,472 - -

- Equity instruments at fair value through other

comprehensive income

21(c)

53,548 52,692 - -

- Debt instruments at amortised cost

21(d)

63,017 98,443 - -

Investment in subsidiary

22

- - 314,886 261,886

Other assets

23

308,855 259,934 10,069 11,864

Right-of-use asset

24

10,612 10,530 - -

Investment Property

25

12,375 11,658 - -

Property, plant and equipment

26

85,439 69,359 20,815 7,559

Intangible assets

27

3,153 3,205 - -

Deferred tax assets

14(c)

21,965 21,965 - -

Total Assets

4,070,583 3,911,642 400,438 289,780

Liabilities

Deposits from Banks

28

99,943 - - -

Deposits from Customers

29

2,948,602 2,984,814 - -

Derivative financial liabilities

19

- 1,433 - -

Current income tax liabilities

14(b)

11,617 7,896 1,318 681

Other borrowed funds

30

236,873 231,439 - -

Other liabilities

31

217,941 243,868 21,109 7,680

Lease Liability

32

902 1,331 - -

Provisions

33

2,406 2,336 - -

Deferred tax liabilities

14(c)

9,822 9,822 1,031 1,031

Total Liabilities

3,528,106 3,482,939 23,458 9,392

Equity

Share capital

34

34,251 27,345 34,251 27,345

Share premium

34

227,240 139,742 227,240 139,742

Retained earnings

84,347 65,887 20,552 18,801

Other components of equity

196,639 195,729 94,937 94,500

Total equity

542,477 428,703 376,980 280,388

Adebimpe Olambiwonnu, FCA

Chief Finance Officer

FRC/2013/PRO/ICAN/001/00000001253

Yemi Odubiyi

Group Chief Executive Officer

FRC/2013/PRO/DIR/003/00000001279

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Share

Regulatory

SMIEIS AGSMEIS

Statutory

Total other

Retained earnings

Total

capital

premium

reserves

capital

reserve

risk reserves

reserve

reserve

reserves

component

of equity

In millions of Naira

Balance at 1 January 2026

27,345

139,742

43,476

5,276

84,065

235

10,169

52,508

195,729

65,887

428,703

Comprehensive income for the year

-

-

-

-

-

-

-

-

-

23,382

23,382

Other comprehensive income net of tax

-

(4,012)

-

-

-

-

-

(4,012)

-

(4,012)

Proceed from right issue

6,906

87,498

-

-

-

-

109

328

437

(437)

94,404

Transfer to other reserves

-

-

-

-

-

-

1,051

3,434

4,485

(4,485)

-

Dividends to equity holders

-

-

-

-

-

-

-

-

-

-

-

Balance at 31 March 2026

34,251

227,240

39,464

5,276

84,065

235

11,329

56,270

196,639

84,347

542,477

Share capital

Share premium

Fair value reserves

Share capital reserve

Regulatory risk reserves

SMIEIS

reserve

AGSMEIS

reserve

Statutory reserves

Total other component of equity

Retained earnings

Total

In millions of Naira

Balance at 1 January 2025

22,729

108,292

23,049

5,276

36,386

235

6,523

39,596

111,065

63,073

305,159

Comprehensive income for the year

-

-

-

-

-

-

-

-

-

17,231

17,231

Other comprehensive income net of tax

-

-

(951)

-

-

-

-

-

(951)

-

(951)

Proceed from share issued

-

-

-

-

-

-

-

-

-

Transfer to other reserves Dividends to equity holders

-

-

-

-

-

-

-

-

-

-

846

-

2,905

-

3,751

-

(3,751)

-

-

-

Balance at 31 March 2025

22,729

108,292

22,098

5,276

36,386

235

7,369

42,501

113,865

76,553

321,439

Company

Share capital

Share premium

Fair value reserves

Share capital reserve

Regulatory risk reserves

SMIEIS

reserve

AGSMEIS

reserve

Statutory reserves

Reorganisation

Reserve

Total other component of equity

Retained earnings

Total

In millions of Naira

Balance at 1 January 2026

Comprehensive income for the year Other comprehensive income net of tax Proceed from right issue

Transfer to other reserves Dividends to equity holders

27,345

139,742

-

-

-

-

-

-

94,500

94,500

18,801

280,388

-

-

-

-

-

-

-

-

-

-

2,188

2,188

-

-

-

-

-

-

-

-

-

-

-

-

6,906

87,498

-

-

-

-

-

-

-

-

-

94,404

-

-

-

-

-

-

109

328

-

437

(437)

-

-

-

-

-

-

-

-

-

-

-

-

-

Balance at 31 March 2026

34,251

227,240

-

-

-

-

109

328

94,500

94,937

20,552

376,980

- -

Share capital

Share premium

Fair value reserves

Share

capital reserve

Regulatory risk reserves

SMIEIS

reserve

AGSMEIS

reserve

Statutory reserves

Reorganisation

Reserve

Total other

component of equity

Retained earnings

Total

In millions of Naira

Balance at 1 January 2025

Comprehensive income for the year Other comprehensive income net of tax Proceed from share issued

Transfer (from)/to other reserves Dividends to equity holders

Balance at 31 March 2025

22,729

108,292

-

-

-

-

-

-

94,500

94,500

19,187

244,708

-

-

-

-

-

-

-

-

-

-

314

314

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

22,729

108,292

-

-

-

-

-

-

94,500

94,500

19,501

245,022

Condensed Statements of Cash Flow

For the period ended 31 March 2026

Company

March 2026

March 2025

Group

In millions of Naira

Notes

March 2026

March 2025

Operating activities

Profit after tax

23,382

17,231

Adjustment for non cash items:

Credit loss expense

8

9,201

2,446

Depreciation and amortisation

13

2,609

1,830

Gain on disposal of property and equipment

7

(326)

-

Gain on sale of investment property

-

-

Increase/(Decrease) in Provision

-

-

Dividend received

7

(216)

-

Foreign exchange gain/loss

1,422

1,337

Income tax charge

4,534

1,033

Net interest income

(64,857)

(47,421)

(24,251)

(23,544)

Changes in operating assets:

Restricted balance with Central bank

28,955

59,446

Pledged assets

1,630

(32,663)

Derivative assets

(247)

-

Investment securities at FVTPL

43,220

21,167

Loans and advances to customers

(12,065)

132,646

Other assets

(153,682)

(93,493)

(116,440)

63,559

-

-

190

21

-

-

-

-

-

-

-

-

-

-

762

63

(836) (273)

2,304

125

-

-

-

-

-

1,495

3,799

Investing activities

Proceed from sale/redemption of debt instruments at FVOCI

277,657 691,996

Purchase of debt instruments at FVOCI

(446,752) (832,171)

Redemption of debt investment held at amortised cost

14,751 55,111

Purchase of debt investment held at amortised cost

20,675 (15,724)

Right-of-use asset

24

(392) 1,688

Purchase of investment properties

25

(725) (588)

Purchase of property and equipment

26

(18,157) (9,345)

Purchase of intangible assets

27

(184) (619)

Proceeds from the sale of property and equipment

348 3,205

Purchase of equity instrument at FVOCI

1,571 2,577

Investment in subsidiaries

- -

Dividend received

7

216 -

Net cash flows from/(used in) investing activities

(150,992) (103,870)

Financing activities

Proceeds from other borrowed funds

114,796 25,500

Repayments of other borrowed funds

(96,486) (92,277)

Interest paid on debt securities issued & borrowings

(4,709) (2,287)

Proceeds from ordinary shares issued

94,404 -

Lease liability paid

(429) -

Net cash flows from/(used in) financing activities

107,576 (69,064)

-

-

-

-

-

-

-

-

-

-

-

-

(13,446)

(4)

-

-

-

-

-

-

(52,700)

-

-

-

(66,146)

(4)

(296) -

- -

(167) -

94,404 -

- -

93,941 -

Changes in operating liabilities:

Deposit from banks

Deposits from customers

Derivative liabilities

Lease liability paid

Other liabilities

Cash generated from operations

99,943 89,386 -

40,438 (206,956) -

(1,433) 1,500 -

- (49)

(24,176) (151,610) 13,518

(1,668) (204,170) 17,317

-

-

-

-

1,337

375

Interest received

Interest paid on deposits from banks and customers

Income tax paid

Net cash flows from operating activities

106,264

(36,698)

(2,760)

65,138

78,355

(27,266)

(4,301)

(157,382)

1,299

273

-

-

(214)

(83)

18,402

565

Net increase/(decrease) in cash and cash equivalents

21,722 (330,316) 46,197 561

Effect of exchange rate changes on cash and cash equivalents

(16,936) 222,888 - -

Cash and cash equivalents at beginning of the period

515,081 659,493 8,471 14,735

Cash and cash equivalents at end of the period

35

519,867 552,065 54,668 15,296

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

1

Corporate information

2

Accounting policies

2.1 (a)

Basis of preparation and statement of compliance

The condensed consolidated and separate financial statements of the Company and its subsidiary have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in the manner required by the Companies and Allied Matters Act 2020, The Financial Reporting Council of Nigeria (Amendment) Act 2023, the Companys and Other Financial Institutions Act 2020, and relevant Central Bank of Nigeria circulars.

The condensed consolidated and separate financial statements have been prepared on a historical cost basis, except for financial assets measured at fair value.

(b)

Functional and Presentation currency

The consolidated and separate financial statements are presented in Nigerian Naira and all values are rounded to the nearest million

(N'million) except when otherwise indicated.

(c)

Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March 2026. Sterling Financial Holdings Company Plc consolidates a subsidiary when it controls the entity. Control is achieved when the Company is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The Group may only sell insignificant portion of debt instruments measured at amortised cost frequently without triggering a change in business model. If the Group sells significant portions, this will not be more than twice a year subject to cases of unlikely to reoccur events such as:

• Run on the Company/stressed liquidity scenarios

• Credit risk event i.e. perceived issuer default

• In the event of merger and takeover, the Company may sell portion of the portfolio if the security holdings violates set limits

• Other one-off events

Significance is defined to mean 5% of the portfolio value and subject to the policy on frequency above.

The Group may sell debt instruments measured at amortised cost without triggering a change in business model if the sale is due to deterioration in the credit quality of the financial assets or close to maturity. A financial asset is said to be close to maturity if the outstanding tenor of the financial asset from the time of issue is 25% or less of the original tenor.

Sales close to maturity are acceptable if the proceeds from the sales approximate the collection of the remaining contractual cash flows. At the point of sale an assessment will be conducted to determine that the cash flows expected from the financial asset does not exceed the cash flows from the sales by ten (10) per cent.

- Modifications of financial assets and financial liabilities

Financial assets

If the terms of a financial asset are modified, the Group evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset is derecognised and a new financial asset is recognised at fair value. Any difference between the amortised cost and the present value of the estimated future cash flows of the modified asset or consideration received on derecognition is recorded in the profit or loss statement.

If the cash flows of the modified asset carried at amortised cost are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the Group recalculates the gross carrying amount of the financial asset and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in profit or loss.

Financial liabilities

The Group derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different. This occurs when the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss. If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment (i.e the modified liability is not substantially different), any costs or fees incurred are adjusted to the carrying amount of the liability and are amortised over the remaining term of the modified liability.

- Impairment of financial assets

In line with IFRS 9, the Group assesses its financial instruments for impairment using Expected Credit Loss (ECL) approach.

i) Stage 1: 12-months ECL

For exposures where there has not been a significant increase in credit risk since initial recognition and that are not credit-impaired upon origination, the portion of the lifetime ECL associated with the probability of default events occurring within the next 12 months is recognised. Interest revenue is calculated by applying the effective interest rate to the gross carrying amount.

ii) Stage 2: Lifetime ECL - not credit-impaired

For credit exposures where there has been a significant increase in credit risk since initial recognition but are not credit-impaired, a

lifetime ECL is recognised. Interest revenue is calculated by applying the effective interest rate to the gross carrying amount.

iii) Stage 3: Lifetime ECL - credit-impaired

Financial assets are assessed as credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred. As this uses the same criteria as under IAS 39, the Group's methodology for specific provisions remains unchanged. For financial assets that have become credit-impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost rather than the gross carrying amount.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk for financial assets since initial recognition by comparing the risk of default occurring over the expected life between the reporting date and the date of initial recognition.

In determining whether credit risk has increased significantly since initial recognition, the Group uses its internal credit risk grading system, external risk ratings and forecast information to assess deterioration in credit quality of a financial asset.

The Group assesses whether the credit risk on a financial asset has increased significantly on an individual or collective basis. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of shared credit risk characteristics, taking into account instrument type, credit risk ratings, date of initial recognition, remaining term to maturity, industry, geographical location of the borrower and other relevant factors.

- Impairment of non-financial assets

In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(e)

Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequently, investment properties are carried at historical cost less accumulated depreciation and impairment. The fair value and valuation inputs of the investment property are also disclosed in note 25 in accordance with IAS 40.

The investment properties consist of buildings which are depreciated on a straight-line basis over their useful life of 50 years.

Investment properties are derecognized either when they have been disposed off (i.e. at the date the recipient obtains control) or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.

Transfers are made to (or from) investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the carrying amount at the date of change in use. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

(f)

Interest Income and Expense

Interest income and expenses are recognised in profit or loss using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

• The gross carrying amount of the financial asset; or

• The amortised cost of the financial liability.

When calculating the effective interest rate for financial instruments other than credit-impaired assets, the Group estimates future cash flows considering all contractual terms of the financial instrument, but not expected credit losses. For credit-impaired financial assets, a credit-adjusted effective interest rate is calculated using estimated future cash flows including expected credit losses.

Amortised cost and gross carrying amount

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount and, for financial assets, adjusted for any expected credit loss allowance.

Calculation of interest income and expenses

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the net carrying amount of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

For financial assets that are credit-impaired on initial recognition, interest income is calculated by applying the credit-adjusted effective interest rate to the amortised cost of the asset. The calculation of interest income does not revert to a gross basis, even if the credit risk of the asset improves.

Presentation

Interest income and expense presented in the profit or loss includes:

• interest on financial assets and financial liabilities measured at amortised cost calculated on an effective interest basis;

• interest on debt instruments measured at FVOCI calculated on an effective interest basis;

Interest income and expense on all trading assets and liabilities are considered to be incidental to the Group's trading operations and are presented together with all other changes in the fair value of trading assets and liabilities in Net trading income on financial instruments classified as held for trading.

Interest income and expense on other financial assets and financial liabilities at FVTPL are presented in interest income or interest expense.

(g)

Non-interest income and non -interest expense

Sharia income

Included in interest income and expense are sharia income and expense. The Group's income as a fund manager (mudharib) consists of income and expense from Mudaraba and Hajj transactions, income from profit sharing of Sukuk and Mudaraba financing and other

operating income.

(h)

Fees and commission income and expense

Unless included in the effective interest calculation, fees and commissions are recognised on an accrual basis as the service is provided. Fees and commissions not integral to effective interest arising from negotiating, or participating in the negotiation of, a transaction from a third party, such as the acquisition of loans, shares or other securities or the purchase or sale of businesses, are recognised on completion of the underlying transaction. Portfolio and other management advisory and service fees are recognised based on the applicable service contracts.

The same principle is applied to the recognition of income from wealth management, financial planning and custodial services that are continuously provided over an extended period of time.

(i)

Net trading income

Net trading income comprises gains less losses related to trading assets and liabilities, and includes all realised and unrealised fair value

changes, dividends and foreign exchange differences.

(j)

Dividend income

Dividend income is recognised when the right to receive income is established. Dividends on trading equities are reflected as a component of net trading income. Dividend income on equity instruments classified and measured at fair value through OCI (FVOCI) are

recognised as a component of other operating income.

(k)

Cash and cash equivalents

Cash and cash equivalents include notes and coins in hand, unrestricted balances held with central banks, operating accounts with other banks, amount due from other banks and highly liquid financial assets with original maturities of three months or less from the acquisition date, which are subject to insignificant risk of changes in their fair value, and are used by the Group in the management of its

short-term commitments.

(l)

Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Subsequent costs

The cost of replacing a component of an item of property or equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in

profit or loss as incurred.

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis to write down the cost of each asset, to their residual values over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets under finance lease are depreciated over the shorter of the lease term and their useful lives.

Leasehold buildings

50 years

Computer equipment

5 years

Furniture, fittings & equipment

5 years

Motor vehicles

4 years

Leasehold improvements

10 years

Farm equipment and machines (tractors and harvesters)

10 years

Farm equipment and machines (plough, harrow and sprayers)

5 years

Information technology servers

10 years

Renewable (solar related) assets:

- Solar PVS

20 years

- Batteries, inverters & charge controllers

10 years

Capital work in progress consists of items of property, plant and equipment that are not yet available for use. Capital work in progress is not depreciated, it is transferred to the relevant asset category upon completion.

Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if applicable.

De-recognition

An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.

(m)

Non-current assets held for sale

Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition, management has committed to the sale, and the sale is expected to have been completed within one year from the date of classification. The group classifies repossessed assets as non-current assets held for sale as it intends to recover these assets primarily through sales transactions.

A non-current asset ceases to be classified as held for safe if the criteria mentioned above are no longer met. A non-current asset that ceases to be classified as held for sale is to be measured at the lower of:

(i)

its carrying amount before the asset (or disposal group) was classified as held for sale or for distribution, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset (or disposal group) not been so classified; and

(ii)

its recoverable amount at the date of the subsequent decision not to sell or distribute.

2.3

Going Concern

The Group's management has made an assessment of its ability to continue as a going concern and is satisfied that it has the resources to continue in business from issuance date of this report. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. Therefore, the consolidated and separate financial statements

continue to be prepared on the going concern basis.

2.4

New standards and interpretation issued but not yet effective

IFRS 19 - Subsidiaries without Public Accountability: Disclosures

In May 2024, the Board issued IFRS 19 Subsidiaries without Public Accountability: Disclosures (IFRS 19), which allows eligible entities

to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Unless otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure requirements in other IFRS accounting standards.

An entity applying IFRS 19 is required to disclose that fact as part of its general IFRS accounting standards compliance statement.

IFRS 19 requires an entity whose financial statements comply with IFRS accounting standards including IFRS 19 to make an explicit

and unreserved statement of such compliance. This standard is effective to annual reporting periods beginning on or after 1 January 2027

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

In January 2020, the IASB issued amendment to IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments improve the information an entity provides when its right to defer settlement of a liability for at least twelve months is subject to compliance with covenants. The amendments also respond to stakeholders' concerns about the classification of such a liability as current or non-current.

In millions of Naira

Deposits from banks

Returns to investment account holders

Deposits from customers

Other borrowed funds

Debt securities issued

Interest on Lease Liability

March 2026

3,910

5,857

26,931

4,709

-

-

41,407

March 2025

932

2,120

24,214

2,287

1,377

4

30,934

March 2026

-

-

-

463

-

-

463

March 2025

-

-

-

-

-

-

-

Net Fees and commission income

Fees and commission income

In millions of Naira

Facility management fees

Account maintanance fee

Commissions and similar income

E-business commission and fees

Commission on letter of credit and off balance sheet transactions

Other fees and commission

March 2026

2,519

2,383

415

2,890

3,635

5,033

16,875

March 2025

1,715

1,723

1,395

2,366

3,362

2,103

12,664

March 2026

-

-

-

-

-

-

-

March 2025

-

-

-

-

-

-

-

Fees and commission expense

Fees and commission expense

(3,474)

(2,539)

13,401

10,125

6

Net trading income

In millions of Naira

March 2026

March 2025

March 2026

March 2025

500

1,815

-

-

1,882

2,043

-

-

2,407

378

-

-

(1,422)

(1,337)

-

-

3,367

2,899

-

-

Bonds - FVPL

Treasury bills - FVPL

Foreign exchange trading

Foreign exchange revaluation (loss)/gain

In millions of Naira

Rental income

Dividends on equity securities

Income from direct commodity trading

Income from Musharaka Investment

(Loss)/gains on disposal of property, plant and equipment

Cash recoveries on previously written off accounts

Other sundry income (see note (a) below)

March 2026

60

216

5,264

1,957

326

110

3,854

11,787

March 2025

507

-

2,116

51

-

69

1,115

3,858

March 2026

-

-

-

-

-

-

3,700

3,700

March 2025

-

-

-

-

1,021

1,021

14

(b)

Current income tax liabilities

The movement on this account during the period was as follows:

In millions of Naira

Balance, beginning of the period

Income tax for the period

Payments during the period

March 2026 December 2025 March 2026 December 2025

7,896 3,382 681 953

4,534 7,499 762 681

(813) (2,985) (125) (953)

11,617 7,896 1,318 681

14

(c)

Deferred tax

31 March 2026

In millions of Naira

Property, plant and equipment

Unutilised tax credit (capital allowance)

Provisions

Group Company

Assets

Liabilities Assets Liabilities

-

9,822 - 1,031

18,675

- - -

3,290

- - -

21,965

9,822 - 1,031

31 December 2025

In millions of Naira

Property, plant and equipment

Unutilised tax credit (capital allowance)

Provisions

Group Company

Assets

Liabilities Assets Liabilities

-

9,822 - 1,031

18,675

- - -

3,290

- - -

21,965

9,822 - 1,031

Earning per share (basic and diluted)

The calculation of basic earnings per share as at 31 March 2026 was based on the profit attributable to ordinary shareholders of N23,384,000,000 and weighted average number of ordinary shares outstanding of 62,139,396,147 calculated as follows:

In thousands of Unit

Weighted average number of ordinary shares

March 2026

62,139

March 2025

45,457

March 2026

62,139

March 2025

45,457

In millions of Naira

March 2026

March 2025

March 2026

March 2025

Profit for the period attributable to equity holders of the Company

23,382

17,231

2,188

314

Basic earning per share

Diluted earning per share

38k

38k

38k

38k

4k

4k

1k

1k

Cash and balances with Central Bank

In millions of Naira

Cash and foreign monies

Unrestricted balances with Central Bank of Nigeria

Restricted deposits with the Central Bank of Nigeria

March 2026 December 2025 March 2026 December 2025

34,961 30,625 - -

373 12,187 - -

689,872 718,827 - -

725,206 761,639 - -

Due from banks

In millions of Naira

Balances held with local banks

Balances held with banks outside Nigeria

Money market placements

March 2026 December 2025 March 2026 December 2025

- 7,652 2,626 8,471

431,596 442,418 - -

52,937 22,199 52,042 -

484,533 472,269 54,668 8,471

Pledged financial assets

In millions of Naira

Securities instruments measured at fair value through other comprehensive income:

- Treasury Bills (see note (a) below)

Total Pledged asset at FVOCI

Equity instrument at fair value through other comprehensive income

Equity securities at FVOCI

Total equity at FVOCI

Securities instruments measured at amortised cost:

- Treasury Bills (see note (b) below)

- Bonds (see note (b) below)

Other pledged assets (see note (c) below)

Group

March 2026

December 2025

Company

March 2026

December 2025

13,308

-

-

-

13,308

-

-

-

- 14,909 - -

232 228 - -

917 950 - -

1,149 16,087 - -

(2) (2) - -

1,147 16,085 - -

The Group pledges assets that are on its statement of financial position in various day-to-day transactions that are conducted under the usual terms and conditions applying to such agreements.

Pledged for interbank transactions .

Pledged for clearing activities, as collection bank for government taxes and Interswitch electronic card transactions.

Included in other pledged assets are cash collateral for matercard transactions. The deposit are not part of the fund used by the Group for day to day activities.

Derivative financial instruments

Group

31 March 2026

In millions of Naira

Foreign currency swaps

Group Company

Assets

Liabilities Assets Liabilities

247

- - -

247

- - -

-

- - -

Group Company

Assets

Liabilities Assets Liabilities

-

1,433 - -

-

1,433 - -

-

71,997 - -

31 December 2025

In millions of Naira

Foreign currency swaps

Loan and Advances to Customers

In millions of Naira

Loans to corporate entities and other organizations

Loans to individuals

March 2026 December 2025 March 2026 December 2025

1,201,287 1,346,002 - -

307,854 122,630 - -

1,509,141 1,468,632 - -

Less:

- ECL Stage 1

- ECL Stage 2

- ECL Stage 3

(3,392) (3,149) - -

(25,813) (20,270) - -

(35,853) (31,953) - -

1,444,083 1,413,260 - -

Investment securities:

In millions of Naira

Investments fair value through profit or loss

- Bonds

- Euro bond

- Treasury bills

- Promissory notes

11,182

4,655

-

-

54

8,440

-

-

19,675

61,031

-

-

-

5

-

-

30,911

74,131

-

-

Instruments at fair value through other comprehensive income

Debt instrument at FVOCI

- Government bond

- Euro bond

- Corporate bonds

- Treasury bills

- Promissory notes

203,006 146,813 - -

148,730 98,306 - -

22,973 19,323 - -

313,087 382,030 - -

124,388 - - -

812,184 646,472 - -

53,548

52,692

-

-

53,548

52,692

-

-

Group

March 2026

December 2025

Company

March 2026

December 2025

In millions of Naira

Instruments at amortised cost

- Government bonds

- Treasury bills

- Promissory note

Less:

- impairment on investments at amortised cost

In millions of Naira

Investment in Sterling Bank Limited

Investment in The Alternative Bank

Investment in SterlingFi Wealth Management Ltd

Other Assets

In millions of Naira

Financial assets

Accounts receivable (see note (a) below)

Non-financial assets

Prepayments

Musharaka Stock

Commodity mudaraba stocks

Prepaid staff cost (see note (b) below)

Investment-Gold Bullion

Stock (see note (c) below)

Gross other asset

Impairment on other assets

53,928

9,207

-

63,135

69,331

23,172

5,995

98,498

-

-

-

-

-

-

-

-

Group Company

March 2026

December 2025

March 2026

December 2025

-

-

284,586

241,586

-

-

20,000

20,000

-

-

10,300

300

-

- 314,886 261,886

317,288

268,340

10,069

11,864

(8,433)

(8,406)

-

-

167,297

167,297

143,751

143,751

9,207

9,207

10,232

10,232

25,855

23,840

862

1,632

14,046

10,546

-

-

90,661

72,971

-

-

4,908

4,908

-

-

11,949

9,401

-

-

2,572 2,923 - -

(a)

Included in account receivable are receivables from Parthian Capitals and SAMTL Properties in respect of loans sold to the companies.

(b)

Prepaid staff cost are staff related benefits.

(c)

Included cheque books, administrative stationaries, among others.

Right-of-use asset

In millions of Naira

Opening balance

Additions during the period

Reversal

Amortisation during the period (See note 13)

Closing balance

Cost

Opening balance

Additions during the period

Reclassification

Disposal

Balance end of period

Accumulated depreciation and impairment

Opening balance

Depreciation (See note 13)

Disposal

Balance end of period

10,530 12,106 - -

392 1,686 - -

- (1,959) - -

(310) (1,303) - -

10,612 10,530 - -

11,868

4,265

-

-

725

159

-

-

-

8,936

-

(1,492)

-

-

12,593

11,868

-

-

March 2026

December 2025

March 2026

December 2025

210

229

-

-

8

69

-

-

-

(88)

-

-

218

210

-

-

Property, plant and equipment

The movement on these accounts during the period was as follows:

Group