Quarter 5 - financial statement for 2025

TABLE OF CONTENT

Page

Report of the Directors 1

Corporate Governance Report 10

Statement of Directors' Responsibilities in Relation to the Preparation

of the Consolidated and Separate Financial Statements 18

Statement of Corporate Responsibility for the Financial Statements 19

Report of the Statutory Audit Committee 20

Report on Corporate Governance Review 21

Management ICFR certification 22

Independent Auditor's Report on Corporate Governance Review 27

Independent Auditor's ICFR certification 28

Independent Auditor's Report 31

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 35

Consolidated and Separate Statements of Financial Position 36

Consolidated and Separate Statements of Changes in Equity 37

Consolidated and Separate Statements of Cash Flows 41

Statement of Prudential Adjustments 42

Notes to the Consolidated and Separate Financial Statements 43

Other National Disclosures:

Statements of Value Added 198

Five-Year Financial Summary - Group 199

REPORT OF THE DIRECTORS

The Directors have pleasure of presenting to the members of Sterling Financial Holdings Company Plc ("the Holdco") their report together with the audited consolidated and separate financial statements for the year ended 31 December 2025.

CORPORATE STRUCTURE AND BUSINESS

Principal activity and business review

The principal activity of Sterling Financial Holdings Company Plc (the Company) is to carry on business as a non-operating financial holding company investing in companies as may be approved by the Board of Directors and in accordance with Central Bank of Nigeria permissible activities. The Company has 3 (three) subsidiaries - Sterling Bank Ltd, a commercial bank, Alternative Bank Limited, a non-interest bank and SterlingFi Wealth Management Ltd, an asset management company.

Legal form

Sterling Financial Holdings Company Plc was incorporated on 13 October 2021 as a private limited liability company and re-registered as a public company on 16 November 2022. The Company's shares were listed on Nigerian Exchange Limited on 6 April 2023. The Central Bank of Nigeria issued the Company its final license on 27 June 2023 and it (the Company) commenced operations on 1 July 2023.

OPERATING RESULTS

Highlights of the Group and the Company's operating results for the year ended 31 December 2025 are as follows:

Dividend

The Directors did not propose any dividend for the year 2025 (31 December 2024: 18k per share).

Directors who served during the year

The following Directors served during the year and as at the date of this report:

Going concern

The Directors assess the future performance and financial position of Sterling Financial Holdings Company Plc (Holdco) and its subsidiaries (the Group) on an ongoing basis and have no reason to believe that the Group will not be a going concern in the next twelve months from the date of this report. For this reason, these consolidated and separate financial statements are prepared on a going-concern basis.

Director's 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:

Director's interests in contracts

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

Director's Remuneration

The Group 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 Bank hereby disclose the remuneration paid to its Directors as follows:

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 Holdco as at 31 December 2025 is as follows:

The following shareholders have shareholding of 5% and above as at 31 December 2025:

Donations and Charitable Gifts

The Group donated a total sum of N809.5 million during the year ended 31 December 2025 (2024: N469.4million) to various charitable organizations in Nigeria, details of which are shown below. No donation was made to any political organization.

Analysis of Executive and Non-Executive positions by gender as at 31 December 2024:

Total remuneration of the Group's Senior Management (Assistant General Managers, Deputy General Managers, General Managers and Executive Directors) in 2025 amounted to N791million (2024: N750million).

Acquisition of own shares

The Company did not acquire any of its shares during the year ended 31 December 2025 (2024: Nil).

Property, plant and equipment

Information relating to changes in property, plant and equipment is disclosed in Note 24 to the consolidated and separate financial statements.

Employment and employees

Employment of disabled persons:

The Group has a non-discriminatory policy on recruitment. Applications would always be welcomed from suitably qualified disabled persons and are reviewed strictly on qualification. The Group'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.

Health, safety and welfare of employees:

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

Employee training and development

The Group is committed to keeping employees fully informed as much as possible regarding the Group'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 Group's performance are implemented whenever appropriate.

Events after the reporting date

Note 37 to the consolidated and separate financial statements discloses no events after the reporting date, that could have a material effect on the consolidated and separate financial position of the Group and the Company as at 31 December 2025 or their profit for the year then ended.

Auditors

In accordance with Section 401(2) of the Companies and Allied Matters Act 2020 and Section 20.2 of Nigerian Code of Corporate Governance 2018, Messrs. Deloitte & Touche have indicated their willingness to continue as External Auditors of Sterling Financial Holdings Company Plc.

BY ORDER OF THE BOARD:

Sunny Kanabe

Company Secretary

FRC/2025/PRO/NBA/002/099459

20 Marina, Lagos, Nigeria. 12 March, 2026

SHAREHOLDING STRUCTURE/ FREE FLOAT STATUS

31-December-2025 31-December-2024

Declaration:

1. Sterling Financial Holdings Company Plc with a free float percentage of 24.25% as at 31 December 2025, is compliant with the Exchange's free float requirements for companies listed on the Main Board.

2. Sterling Financial Holdings Company Plc with a free float percentage of 24.55% as at 31 December 2024, is compliant with the Exchange's free float requirements for companies listed on the Main Board.

   CORPORATE GOVERNANCE REPORT

   The Company complies with the relevant provisions of the Nigerian Code of Corporate Governance, the Nigerian Securities & Exchange Commission (SEC) Corporate Governance Guidelines and the Central Bank of Nigeria (CBN) Corporate Governance Guidelines for Financial Holding Companies in Nigeria.

   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.

   Attendance at Board meetings for the year ended 31 December 2025 are as follows:

   Director		Attendance	No. of Meetings
   1 Mr. Yemi Adeola	Chairman	4	4
   2 Mr. Adeshola Adekoya	Non- Executive Director	4	4
   3 Ms. Eniye Ambakederemo	Independent Director	4	4
   4 Ms. Aisha Bashir	Independent Director	4	4
   5 Mr. Abubakar Suleiman	Non-Executive Director	4	4
   6 Mr. Ashutosh Kumar	Non-Executive Director	4	4
   7 Mr. Yemi Odubiyi	Group Managing Director	4	4
   8 Mr. Olayinka Oni	Executive Director	4	4

   Board Committees

   The Board carries out its oversight functions through its various committees each of which has a clearly defined terms of reference and a charter which has been approved by the Central Bank of Nigeria. The Board has four (4) standing committees,namely: Board Audit Committee, Board Risk Managemnt Committee, Board Finance & Investment 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 advises the Board on its oversight responsibilities in relation to strategic planning, financial planning, investment planning, execution and monitoring of finance and investment decisions.

   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 financialobjectives with a view to maximizing overall shareholder value.

   • Ensure finance and investments decisions are in alignment with corporate objectives and strategy.

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

   • Recommend dividend and tax policies to the Board for approval.

   • Conduct quarterly business reviews with management to assess financial and investment performance.

   • 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 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.

     Board Finance and Investment Committee - Continued

   • 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

     The members and respective attendance in Committee meetings are as follows:

     		Attendance	No. of Meetings
     1 Mr. Shola Adekoya	Chairman	4	4
     2 Mr. Abubakar Suleiman	Member	4	4
     3 Ms. Aisha Bashir	Member	4	4
     4 Mr. Yemi Odubiyi	Member	4	4
     5 Mr. Yinka Oni	Member	4	4

     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 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.

     Board Audit Committee - Continued

     The members and respective attendance in Committee meetings are as follows:

     Attendance

     No. of Meetings

     1. Ms. Eniye Ambakederemo Chairperson 2 2

     2. Mr. Shola Adekoya Member 2 2

     3. Mr. Ashutosh Kumar Member 2 2

     *The Board approved the separation of the Board Audit and Risk Management Committee (BARMC) and the constitution of the Board Audit Committee and Board Risk Management Committee, at its meeting of 28th May 2025.

     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;

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

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

   • 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.

The members and respective attendance in Committee meetings are as follows:

Attendance

No. of Meetings

1. Ms. Aisha Bashir Chairperson 2 2

2. Mr. Abubakar Suleiman Member 2 2

3. Mr. Shola Adekoya Member 2 2

4. Mr. Yemi Odubiyi Member 2 2

   * The Board approved the separation of the Board Audit and Risk Management Committee (BARMC) and the constitution of the Board Audit Committee and Board Risk Management Committee, at its meeting of 28th May 2025.

   Board Governance Nomination & Remuneration Committee

   The Committee acts on behalf of the Board of Directors 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;

   • 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.

     Board Governance Nomination & Remuneration Committee - Continued

     The members and respective attendance in Committee meetings are as follows:

     Attendance

     No. of Meetings

     1. Ms. Eniye Ambakederemo Chairperson 4 4

     2. Mr. Abubakar Suleiman Member 4 4

     3. Ms. Aisha Bashir Member 4 4

Statutory Audit Committee

The Committee is established in line with Section 404(2) of the Companies and Allied Matters Act, 2020. The Committee's

membership consists of three (3) representatives of the shareholders elected at the Annual General Meeting (AGM) and two

(2) Non-Executive Directors. The Committee meets every quarter, but could also meet at any other time, as the need arise. All members of the Committee are financially literate.

The membership of the Committee is as follows:

Shareholders' Representative

1. Alhaji Mustapha Jinadu, F.CIoD

2. Mr. Idongesit Udoh

3. Ms. Christie Vincent

Non-Executive Directors

1. Mr. Adeshola Adekoya

2. Ms. Eniye Ambakederemo

Terms of reference

• 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 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;

  Statutory Audit Committee - continued

• 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 financial 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 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 and respective attendance in Committee meetings are as follows:

Dates for Board and Board Committee meetings held in 2025 financial year:

*The Committee was constituted on 28th May 2025

** The Committee was constituted on 28th May 2025

*** The Board approved the separation of the Board Audit and Risk Management Committee (BARMC) and the constitution of the Board Audit Committee and Board Risk Management Committee, at its meeting of 28th May 2025.

The Company Secretary

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. She 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 Exchange Group, 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, she 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 Committees

Executive Committee (EXCO)

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

Succession Planning

The Group has a Succession Planning Policy which is aligned to the Group's overall organisational development strategy. In line with the policy, Group Human Capital, Infrastructure and Corporate Services Division (GHCICS Division) is saddled with the responsibility to coordinate the implementation of the Group's Succession Policy.

Successors are nominated based on experience, skills and competencies through an automated process by current role holders in conjunction with

the GHCICS Division. Development initiatives have also been put in place to accelerate successors' readiness.

Code of Ethics

Sterling Financial Holdings Company Plc has a Code of Ethics that specifies acceptable behaviour of its staff, in the staff handbook. It is a requirement that all staff should sign a confirmation that they have read and understood the document upon employment.

The Group also has a Sanctions Manual which provides sample offences/violation and prescribes measures to be adopted in various cases. The Group

Chief Human Resource Officer (GCHRO) is responsible for the implementation and compliance to the "Code of Ethics".

Whistle Blowing Process

The Group 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.

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.

It ensures a sound, clean and high degree of integrity and transparency in order to achieve efficiency and effectiveness in our operations.

The reputation of the Group is of utmost importance and every staff of the Group has a responsibility to protect the Group from any persons or act

that might jeopardize its reputation. Staff are encouraged to speak up when faced with information that would help protect the Group's reputation.

An essential attribute of the process is the guarantee of confidentiality and protection of the whistle blower's identity and rights. It should be noted that the ultimate aim of this policy is to ensure efficient service to the customer, good corporate image and business continuity in an atmosphere compliant with best industry practice.

The Group has dedicated whistle-blowing channels which are accessible via the website, dedicated telephone hotlines and e-mail addresses in compliance with the guidelines for whistle-blowing for Banks and Other Financial Institutions issued by the Central Bank of Nigeria (CBN) .

The Group's Chief Compliance Officer is responsible for monitoring and reporting on whistle blowing.

Further disclosures are stated in Note 45 to the consolidated and separate financial statements.

Securities Trading Policy

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 Nigeria Exchange.

Complaint Management Policy

The Group has put in place a Complaint Management Policy guiding the resolution of disputes with stakeholders on issues relating to the Investment and Securities Act.

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO

THE PREPARATION OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

The Directors of Sterling Financial Holdings Company Plc accept responsibility for the preparation of the consolidated and separate financial statements that give a true and fair view of the financial position of the Company as at 31 December 2025, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with IFRS Accounting Standards as issued by the International Accounting Standards Board and in the manner required by the Companies and Allied Matters Act 2020, Banks and Other Financial Institutions Act and the Financial Reporting Council of Nigeria (Amendment) Act, 2023. In preparing the financial statements, the Directors are responsible for:

1. properly selecting and applying accounting policies;

2. presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

3. providing additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance.

Going Concern:

The Directors have made an assessment of the Group and Company's ability to continue as a going concern and have no reason to believe the Group and Company will not remain a going concern in the year ahead.

The financial statements of the Group for the year ended 31 December 2025 were approved by the directors on 12 March, 2026.

Adeyemi Adeola

Signed on behalf of the Directors by:

Yemi Odubiyi

Group Managing Director Chairman

FRC/2013/PRO/DIR/003/00000001279 FRC/2014/PRO/DIR/003/00000001257

STATEMENT OF CORPORATE RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

1. In accordance with section 405 of the Companies and Allied Act of Nigeria, the Chief Executive Officer and the Chief Financial Officer certify that the financial statements have been reviewed and based on our knowledge, the

   1. audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and

   2. audited 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 audited financial statements;

2. We state that management and directors:

   1. 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 audited financial statement report is being prepared.

   2. has evaluated the effectiveness of the group's internal controls within 90 days prior to the date of its audited

      financial statements, and

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

3. We have disclosed:

   1. 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 and company's auditors any material weaknesses in internal controls, and

   2. 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

   3. 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.

The financial statements of the Group and the Company for the year ended 31 December 2025 were approved by the directors on 12 March, 2026.

Signed by:

Adebimpe Olambiwonnu, FCA

Chief Finance Officer

FRC/2013/PRO/ICAN/001/00000001253

Yemi Odubiyi

Group Managing Director

FRC/2013/PRO/DIR/003/00000001279

REPORT OF THE STATUTORY AUDIT COMMITTEE

TO THE MEMBERS OF STERLING FINANCIAL HOLDINGS COMPANY PLC

In accordance with the provision of Section 404 (7) of the Companies and Allied Matters Act 2020, the members of the Statutory Audit Committee of Sterling Financial Holdings Company Plc and its subsidiary hereby report as follows:

• We are of the opinion that the accounting and reporting policies of the Group are in accordance with International Financial Reporting Standards and legal requirements and agreed ethical practices.

• We believe that the scope and planning of both the external and internal audits for the year ended 31 December 2025

  were satisfactory and reinforce the Group's internal control systems.

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

• The Internal Control and Internal Audit functions were operating effectively.

• We have exercised our statutory functions under Section 404 (7) of the Companies and Allied Matters Act, 2020 and acknowledge the co-operation of Management and staff in the conduct of these responsibilities.

We are satisfied that the Company has complied with the provision of the Central Bank of Nigeria Circular BSD/1/2004 dated 18 February 2004 on "Disclosure of Directors' related credits in the consolidated and separate financial statements of banks". We have reviewed insider-related credits of the Group and found them to be as analysed in the consolidated and separate financial statements. The status of performance of these facilities is disclosed in Note 36(b) to the consolidated

and separate financial statements.

Alhaji Mustapha Jinadu, F.CIoD

Chairman, Statutory Audit Committee 12 March, 2026

FRC/2013/PRO/IODN/002/00000001516

Members of the Statutory Audit Committee are:

1. Alhaji Mustapha Jinadu, F.CIoD Chairman

2. Mr. Adeshola Adekoya Member

3. Mr. Idongesit Udoh Member

4. Ms. Christie Vincent Member

5. Ms. Enyie Ambakederemo Member

In attendance:

Sunny Kanabe Company Secretary

Ernst & Young UBA House, 10th Floor 57 Marina, Lagos

Tel: (234 -1) 4630479, 4630480

Fax: (234 -1) 4630481

E-mail: services@ng.ey.com

We have performed the evaluation of the Board of Sterling Financial Holdings Company Plc ("Sterling Financial Holdings") for the year ended 2025 in accordance with the CBN Corporate Governance Guidelines 2023 (CBN CGG 2023), Securities and Exchange Commission (SEC) Corporate Governance Guidelines, and the FRC Nigerian Code of Corporate Governance 2018 (FRC NCCG 2018).

The FRC NCCG 2018 states that Annual Board Evaluation assesses how each Director, the Committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives. Subsection 15.2 of the FRC NCCG states that the summary of the report of this evaluation should be included in the Company's annual report and on the investors' portal. Our approach included the review of Sterling Financial Holdings Corporate Governance framework, and all relevant policies and procedures. We obtained written representation through online questionnaires administered to the Board members and conducted one on one interviews with the Directors of the Company.

The appraisal is limited in nature, and as such may not necessarily disclose all significant matters about the Company or reveal irregularities in the underlying information. Based on our work, the Board of Sterling Financial Holdings has complied with the CBN Corporate Governance Guidelines 2023, the SEC Corporate Governance Guidelines and

the FRC Nigerian Code of Corporate Governance 2018 during the year ended 31st December 2025.

Specific recommendations for the further improvement of Sterling Financial Holdings Corporate Governance practices have been articulated and included in our detailed report to the Board.

In line with the provisions of Section 1.3 of Securities and Exchange Commission's Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act (ISA) 2007, and Financial Reporting Council's (FRC) guideline in fulfillment of the FRC (Amendment) Act, 2023, we hereby make the following statements regarding the internal controls of Sterling Financial Holdings Company Plc for the year ended 31 December 2025:

1. Sterling Financial Holdings Company Plc's management is responsible for establishing and maintaining a system of Internal Control over Financial Reporting ("ICFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. Sterling Financial Holdings Company Plc's management used the Committee of Sponsoring Organisation of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR.

3. Sterling Financial Holdings Company Plc's management has assessed that the

   entity's ICFR as of the end of 31 December 2025 is effective.

4. Sterling Financial Holdings Company Plc's external auditor, Messrs. Deloitte & Touche, that audited the financial statements, has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

   The attestation report of Messrs. Deloitte & Touche that audited the financial statements is included as part of Sterling Financial Holdings Company Plc's annual report.

   March 27, 2026

   
   
   Adebimpe Olambiwonnu
   
   Yemi Odubiyi

   Chief Financial Officer Group Managing Director

   FRC/2013/PRO/ICAN/001/00000001253 FRC/2013/PRO/DIR/003/00000001279

   CERTIFICATION OF MANAGEMENT'S ASSESSMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2025

   In line with the provisions of Section 1.1 of Securities and Exchange Commission's Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act (ISA) 2007, I hereby make the following statements regarding the internal controls of Sterling Financial Holdings Company Plc for the year ended 31 December 2025:

   I, Adebimpe Olambiwonnu, certify that:

   1. I have reviewed this Management Assessment on Internal Control over Financial Reporting of Sterling Financial Holdings Company Plc;

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

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

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

      1. are responsible for establishing and maintaining internal controls;

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

      3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAPs);

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

   5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control system, to the Company's auditors and the Board of Directors:

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

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

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

Chief Financial Officer FRC/2013/PRO/ICAN/001/00000001253

27 March, 2026

In line with the provisions of Section 1.1 of Securities and Exchange Commission's Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act (ISA) 2007, I hereby make the following statements regarding the internal controls of Sterling Financial Holdings Company Plc for the year ended 31 December 2025:

I, Yemi Odubiyi, certify that:

1. I have reviewed this Management Assessment on Internal Control over Financial Reporting of Sterling Financial Holdings Company Plc;

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

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

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

   1. are responsible for establishing and maintaining internal controls;

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

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAPs);

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

      
      
      

5. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control system, to the Company's auditors and the Board of Directors:

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

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

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

Group Managing Director FRC/2013/PRO/DIR/003/00000001279

27 March, 2026

February 2026

Dear Sir,

Deloitte C Touché Civic Towers, Plot GA 1

Ozumba Mbadiwe Avenue Victoria Island, Lagos Nigeria.

Tel: +234 1 2717800

Fax: +234 1 2717801

https://www.deloitte.com/ng

The Chairman

Sterling Financial Holdings Company PLC

Sterling Towers, 20 Marina, Lagos Island.

Deloitte C Touche has performed an independent review to determine the extent of Sterling Financial Holdings Company PLC ("Sterling Holdco") compliance with the provisions of the Nigerian Code of Corporate Governance 2018 (NCCG 2018) and CBN Corporate Governance Guidelines for Financial Holding Companies (CBN CG Guidelines for FHCs) for the year ended 31 December 2025.

The review was performed in compliance with Section 18.2 of the CBN CG Guidelines for FHCs. Our review was premised on desk review of relevant governance documents, policies, and procedures. The review was performed leveraging relevant governance guidelines by the Nigerian Code of Corporate Governance (NCCG), CBN Corporate Governance Guidelines for Financial Holding Companies (CBN CG Guidelines for FHCs), and other relevant codes of corporate governance.

The result of our review has shown that the Company generally complies with the provisions of the NCCG and the CBN CG Guidelines for FHCs. It should be noted that the matters raised in this report are only those which came to our attention during the review. The report is limited in nature and does not necessarily disclose all significant matters about the company or reveal any irregularities. As such, we do not express any opinion on the activities reported. The report should be read in conjunction with the Audited Financial Statements of the Company.

Thank you for the opportunity to work with you on this project. We look forward to other opportunities to add value to your business.

Yours faithfully,

Assurance Report of Independent Auditor

To the Shareholders of Sterling Financial Holdings Company 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 Sterling Financial Holdings Company Plc as of 31 December 2025, in accordance with the SEC 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 Management report on Internal Control over Financial Reporting. Sterling Financial Holdings Company Plc 's management is responsible for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting including the accompanying Management's Report on Internal Control Over Financial Reporting.

We have also audited, in accordance with the International Standards on Auditing, the financial statements of the Group and our report dated 12 May 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 Group did not establish and maintain an effective system of internal control over financial reporting, as of the specified date, based on the 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. An entity'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 entity.

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

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

   Inherent limitations

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

   Directors' and Management's Responsibilities

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

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

   
   
   
   
   

   Section 7(2f) of the Financial Reporting Council of Nigeria (Amendment) Act 2023 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 Ǫuality Control

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

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

   Auditor's Responsibility and Approach

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

   We performed our work in accordance with the SEC Guidance on Implementation of Sections 88 of Investments and Securities Act 2025 for all listed companies and 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 cause us to believe that the Group did not establish and maintain an effective system of internal control over financial reporting in accordance with the ICFR framework.

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

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

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

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

   
   
   
   
   

   Deloitte s Touché Joshua Ojo, FCA

   FRC/2013/PRO/ICAN/001/0000000084G

   Lagos, Nigeria 12 May 2026

   31

   
   
   

   INDEPENDENT AUDITOR'S REPORT

   To the Shareholders of STERLING FINANCIAL HOLDINGS COMPANY PLC Report on the Audit of the Consolidated and Separate Financial Statements Opinion

   We have audited the consolidated and separate financial statements of STERLING FINANCIAL HOLDINGS COMPANY PLC and

   its subsidiary (the Group and Company) set out on pages 35 to 197, which comprise the consolidated and separate statements of financial position as at 31 December 2025, and the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, the notes to the consolidated and separate financial statements, including material accounting policy information.

   In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of STERLING FINANCIAL HOLDINGS COMPANY PLC as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, Banks and Other Financial Institutions Act, 2020, relevant Central Bank of Nigeria guidelines and circulars, Investments and Securities Act, 2025 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023, Shariah Governance requirements issued by Central Bank of Nigeria Financial Regulation Advisory Council of Expert, and other relevant standard issued by Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) and relevant Central Bank of Nigeria guidelines and 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 consolidated and separate Financial Statements section of our report. We are independent of the Group and Company in accordance with the requirements of the International Ethics Standards Board for Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA code), and other independence requirements applicable to performing audits of financial statements in Nigeria. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of consolidated and separate Financial Statements in Nigeria.

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

   Key Audit Matters

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

   
   
   

   Key Audit Matter
   Identification and measurement of impairment of financial assets	How the matter was addressed in the audit
   As disclosed in note 2.2.2 (vii) to the financial statements, in line with the provisions of IFRS 9, The Group identifies and measures loss allowances based on Expected Credit Loss (ECL) model on the following financial instruments. The Group applies a three-stage approach to measuring ECL on financial assets issued which migrate through three stages based on changes in credit quality since initial recognition. At each reporting date, the Directors assess 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 of the financial asset at initial recognition and risk of default at the reporting date. And in determining whether credit risk has increased significantly since initial recognition, the Directors uses internal credit risk grading system, external risk ratings and forecast macroeconomics information like unemployment rate, interest rate, gross domestic product, inflation and commercial property prices.	We evaluated the appropriateness of the Directors' assessment of whether credit risk has increased significantly since initial recognition of financial assets and adequacy of the related disclosures made. We evaluated the design and tested the implementation and operating effectiveness of the key controls over the computation of impairment loss. Our audit procedures also included challenging the Directors on the reasonableness of the financial assets staging categorization based on changes in credit quality and risk of default. We involved our Credit Specialist on the engagement to review and challenge the reasonableness of ECL model logic as well as inputs and assumptions (internal credit risk grading system, external risk ratings and forecast macroeconomics information like unemployment rate, interest rate, gross domestic product, inflation and commercial property prices) used by comparing these with industry trends and Group's historical performance.
   Identification and measurement of impairment of financial instruments is of significance to the audit of the financial statements due to the amount of judgement required by the Directors in determining whether the credit risk has increased significantly since initial recognition of financial assets that includes the consideration of current and future macroeconomics information. Accordingly, for the purposes of our audit, we have identified identification and measurement of impairment of financial assets as a key audit matter.	We assessed the adequacy of the disclosures in the financial statements relating to financial assets. Based on the work performed, we found the Directors key judgements and assumptions to be reasonable. We are satisfied that the related disclosures in the financial statements are appropriate.

   • Financial guarantee contracts issued; and

   • Loan commitment issued;

   • Financial assets that are debt instruments. • Finance facilities:

   • Sukuk instruments

   Other Information

   The directors are responsible for the other information. The other information comprises the information included in the document titled "STERLING FINANCIAL HOLDINGS COMPANY PLC Consolidated and Separate Financial Statements for the year ended

   31 December 2025", which includes the Directors' Report, Corporate Governance Report, Statement of Directors' Responsibilities, the Board Audit and Risk Management Committee's Report, the Report of the External Consultants on the performance of the Board of Directors, the Statement of Corporate Responsibility for Consolidated and Separate Financial Statements, and Other National Disclosures as required by the Companies and Allied Matters Act 2020 and Financial Reporting Council of Nigeria (Amendment) Act 2023 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 consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

   In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

   If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

   Responsibilities of the Directors for the Consolidated and Separate Financial Statements

   The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, Banks and Other Financial Institutions Act, 2020, relevant Central Bank of Nigeria guidelines and circulars, the Financial Reporting Council of Nigeria (Amendment) Act 2023, Shariah Governance Requirements issued by Central Bank of Nigeria Financial Regulation Advisory Council of Expert and other relevant standards issued by Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

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

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

   Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

   Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

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

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

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

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

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

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

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

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

   Report on Other Legal and Regulatory Requirements

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

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

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

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

agreement with the books of account and returns.

Details of the related party transactions and balances as defined in Central Bank of Nigeria circular BSD/1/2004 are as reported in the related note to the financial statements,

No contravention of the Group and Other Financial Institutions Act 2020 and relevant circulars issued by Central Bank of Nigeria came to our knowledge during the audit.

Unmodified

In accordance with the requirements of the Financial Reporting Council, we performed a limited assurance engagement and reported on management's assessment of the Entity's internal control over financial reporting as of December 31, 2025. The work performed was done in accordance with SEC Guidance on assurance engagement report on Internal Control over Financial Reporting and based on the procedures we have performed and the evidence obtained; we have issued an Unmodified conclusion in our report dated same date as audit report. That report is included on page 28 to 30 the financial statements

Joshua Ojo

FRC/2013/PRO/ICAN/001/00000000849

For: Deloitte s Touche Chartered Accountants Lagos, Nigeria

12 May 2026

STERLING FINANCIAL HOLDINGS COMPANY PLC

Annual Report, Consolidated and Separate Financial Statements

For the year ended 31 December 2025

CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

**Income from these instruments is exempted from tax.

The accompanying notes 1 to 47 form part of the consolidated and separate financial statements.

CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

Annual Report, Consolidated and Separate Financial Statements

For the year ended 31 December 2025

The consolidated and separate financial statements were approved by the Board of Directors on 12 March, 2026 and signed on its behalf by:

Adebimpe Olambiwonnu, FCA

Chief Finance Officer

FRC/2013/PRO/ICAN/001/00000001253

Adeyemi Adeola

Yemi Odubiyi

Group Managing Director

FRC/2013/PRO/DIR/003/00000001279

Chairman FRC/2014/PRO/DIR/003/00000001257

The accompanying notes 1 to 47 form part of the consolidated and separate financial statements.

CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

The accompanying notes 1 to 47 form part of the consolidated and separate financial statements.

CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY - Continued FOR THE YEAR ENDED 31 DECEMBER 2024

EQUITY RESERVES

The accompanying notes 1 to 47 form part of the consolidated and separate financial statements.