The journey to obtaining a banking licence commenced in October 2021 when I joined as Chairman. I am delighted that in October 2024 we managed to secure our banking licence with restrictions, with the objective of launching a new digital bank to help the African diaspora living and working in the UK.

We would not have been able to undertake this journey without the unwavering support of our shareholders WAICA Reinsurance Corporation Plc (WAICA Re). WAICA Re is one of the largest reinsurance companies in Africa and in the top 100 reinsurers worldwide. Their commitment to Afin Bank and commitment to invest over £60m between 2021 and 2027 to support the development and launch of the bank has made obtaining a banking licence a reality.

The journey to this point could not have been achieved without the very strong executive team that has been built, and led by Jason Oakley, Chief Executive Officer. The team has extensive experience in building and launching new banks, and I would like to thank them for all the effort they have put into getting us to this point in our journey.

Together with my fellow Board members, who have supported me on this journey, I would like to thank the regulatory team at the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) for supporting the banking application and the time and effort that has been spent in granting the banking licence with restrictions. We look forward to continuing to work with the team as we look to fulfil the requirements to remove the deposit restrictions and launch later this year.

The directors present the Strategic Report for Afin Bank Limited (formerly All Africa Capital Limited) (the ‘Company’, ‘Bank’ or ‘Afin’) for the year ended 31 December 2024.

• Ownership – We do what we say and stick to our word, we are transparent in our offering and clear in our communication

• Innovative – We are focused on providing effortless banking to our customers. We will constantly seek new ways to make our service better

• Excellence – We are proactive. We listen to our customers and colleagues. We ensure affinity with their needs and deliver the best experience for all

• Supportive – We know the unique challenges our customers face. We act quickly and with compassion

• Purposeful – Giving back is at our core. We are here for our customers and their communities

We have benefitted from a high level of engagement from our colleagues and have established the following priorities:

• deliver positive outcomes for employees, investors, future customers and society;

• improve the level of diversity;

• reduce our impact on the environment;

• manage our business in an ethical and responsible way; and

• maximise the potential of our people and attract new talent.

Where there were data limitations, energy usage and other consumption data have been estimated and appropriately allocated based on square footage for the relevant premises, in addition to applying suitable industry benchmarks.

This section explains how, as required by Section 172, the Directors have acted to promote the success of the Bank for the benefit of its stakeholders. In meeting this responsibility, the Directors have taken into consideration the long-term impact of any decisions on stakeholder relationships, whilst always maintaining its high business conduct standards. During the year, the Directors have had regard, amongst other matters, to:

• the likely consequences of any decisions made in the long term

• the interests of the company’s employees

• the need to foster the company’s business relationships with its suppliers, customers and others

• the impact of the company’s operations on the community and the environment

• the desirability of the company to maintain a reputation for high standards of business conduct; and

• the need to act fairly as between members of the Bank

The results for the year are set out on page 33.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The corporate governance statement set out on pages 16 to 22 forms part of this report.

• Board Audit Committee (BAC)

• Board Risk and Compliance Committee (BRCC)

• Board Remuneration and Nominations Committee (BRNC)

Committee’s Roles and Responsibilities

The BAC is a key element of the Bank’s corporate governance. It monitors the integrity of the financial statements and the effectiveness of internal controls and oversees internal and external audit. The Committee’s primary functions are:

• Monitoring the integrity of the financial statements and the financial reporting process

• The appropriateness and completeness of the system of internal control and ensuring that the system of internal control is adequately resourced (including controls for outsourced providers)

• Reviewing the manner and framework in which management ensures / monitors the adequacy of the nature, extent and effectiveness of internal control systems (including accounting control systems)

• Advising the Board (in close liaison with the Board Risk and Compliance Committee) in relation to the Bank’s risk appetite and setting standards for the Bank’s risk control framework

• Oversight of the relationship with the internal and external auditors

Key topics discussed by the Committee in 2024 financial reporting:

The Committee undertook the following core activities, which were considered and approved during the year:

• Assess the integrity of the annual financial statements, with a focus on key accounting policies and judgements

• Review the clarity and completeness of disclosures in the financial statements to ensure compliance with accounting standards, legal requirements and regulations

• Review the statement in the Annual Report and Accounts on the internal controls and to assess the scope and effectiveness of the systems established by management to identify, assess, manage and monitor financial and non-financial risks

• Review the Board and management’s approach to, and assessment of, the ability to remain as a going concern

• Review the annual budget and five-year business plan

• Horizon scanning for upcoming accounting changes that may impact financial operations and planning

• Approval of the internal audit plan

• Approval of the BAC terms of reference

I would particularly like to thank the finance team for the outstanding work they have done over this year and look forward to tackling new challenges and opportunities together in 2025.

Jerry Loy

Chair of the Board Audit Committee

Committee’s Roles and Responsibilities

The BRCC is a key element of the Bank’s corporate governance. The BRCC’s purpose is to assist the Board in carrying out its responsibilities in relation to the oversight of risk within the Bank. It is the responsibility of the Committee to provide advice to the Board on risk strategy, including the oversight of current risk exposure of the Bank through the Bank’s risk appetite, risk profile and overall effectiveness of the Risk Management Framework. The Committee’s primary functions are:

• Approve (ahead of Board approval where relevant) risk strategy and risk appetites for the Bank

• Oversee all major risks to the Bank including (where appropriate) those matters under the Senior Managers & Certification Regime, including safeguarding the independence and overseeing the performance of the Risk and Compliance functions

• Provide advice, oversight, and challenge necessary to embed and maintain a supportive risk culture

• Seek any information it requires from any employee of the Bank in order to perform its duties

Key topics discussed by the Committee in 2024

The Committee undertook the following core activities, which were considered and approved during the year:

I would particularly like to thank the risk and compliance team for the outstanding work they have done over this year and look forward to tackling new challenges and opportunities together in 2025.

David Kenmir

Chair of the Board Risk and Compliance Committee

Committee’s Roles and Responsibilities

The BRNC ensures the Board and Senior Executive team retain an appropriate balance of skills to support the Bank’s strategic objectives. The Committee ensures that remuneration arrangements support the strategic aims of the business and enable the recruitment, motivation and retention of all staff within the required regulatory framework.

The Committee’s primary functions are:

• Approve (ahead of Board approval where relevant) total reward (fixed and variable pay) for the Bank that mandates it to achieve Board approved outcomes whilst protecting outcomes for stakeholders.

• Provide advice, oversight, and challenge necessary to embed and maintain a supportive culture throughout the Bank.

• Seek any information it requires from any employee of the Bank to perform its duties.

Key topics discussed by the Committee in 2024

During the year, the Committee has:

• Recommended the appointment of one Non-Executive Director and three members of the Executive team. All appointments were subject to extensive external checks and, where necessary, regulatory approval.

• Reviewed and agreed the succession plans for both the Board and Senior Management.

• Evaluated the diversity of skills and experience among the Board and Senior Management.

• Had oversight of the activities undertaken by the Executives in relation to reward.

• Agreed a bonus plan for the year.

• Developed a long-term share incentive plan.

• Considered the annual pay review for all eligible employees.

• Approved of the BRNC terms of reference.

I would particularly like to thank the HR team for the outstanding work they have done over this year and look forward to tackling new challenges and opportunities together in 2025.

Andrew Holmes

Chair of the Board Remuneration and Nomination Committee

For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Afin Bank Limited. For the purposes of the table on page 28 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our” refer to MHA. The “Company” is defined as Afin Bank Limited. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”).

We have audited the financial statements of Afin Bank Limited for the year ended 31 December 2024. The financial statements that we have audited comprise:

• the Statement of Comprehensive Income

• the Statement of Financial Position

• the Statement of Changes in Equity

• the Statement of Cash Flows, and

• Notes 1 to 27 of the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Company’s financial statements is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of the Company’s loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' to adopt the going basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included:

• Using our knowledge of the strategic objectives of the Company and the general economic environment to identify inherent risks in the business model and how such risks might affect the financial resources or ability to continue operations as a going concern.

• Evaluating management’s going concern assessment including the Company’s capital and liquidity position, including review of internal capital adequacy and stress testing models.

• Reviewing current and forecast performance, including assessing of the reasonableness of the key assumptions applied.

• Reviewing the capital funding arrangements of the Company, including the additional capital resources required to meet its business objectives, the expected timing of receipt of those capital resources and the ability of the Company to deploy those resources in line with its forecasts.

• Obtained and reviewed, board resolutions of the Parent Company to corroborate the commitment to provide capital resources to the Company.

• Obtained and reviewed letter of support issued by the Parent Company to the Directors of the Company.

• Agreed to bank statement capital investment receipts received from the Parent Company up to March 2025.

• Inspecting correspondence with the Prudential Regulatory Authority (“PRA”) and Financial Conduct Authority (“FCA”) for matters that may impact the going concern assessment.

• Reading and evaluating the adequacy of the disclosures made in the financial statements in relation to going concern.

Strategic report and Directors report 

In our opinion, based on the work undertaken in the course of the audit: 

• the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 

• the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. 

Corporate governance statement 

We have reviewed the Directors’ statement in relation to going concern and that part of the Corporate Governance Statement relating to the Company’s voluntary compliance with the provisions of the UK Corporate Governance Code. 

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:  

• Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 12; 

• Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 5; 

• Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities set out on page 12; 

• Directors' statement on fair, balanced and understandable set out on page 26; 

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 6; 

• Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 20; and 

• Section describing the work of the Audit Committee set out on page 21; 

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or 

• the financial statements are not in agreement with the accounting records and returns;  

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.  

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 (UK) will always detect a material misstatement when it exists.

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

A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.  

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following:

• We considered the nature of the industry and sector the control environment, business performance including remuneration policies and the Company’s own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the Directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Company focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2006, UK tax legislation or those that had a fundamental effect on the operations of the Company including the regulatory and supervisory requirements of the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA).

• We enquired of the directors, management and the audit committee concerning the Company’s policies and procedures relating to:

  • identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance;

  • detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and

  • the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries and creating fictitious transactions to hide losses or to improve financial performance.

In respect of the above procedures:

• we corroborated the results of our enquiries through our review of the minutes of the Company’s board, Audit Committee meetings, inspection of legal and regulatory correspondence and correspondences with the regulators PRA and the FCA;

• audit procedures performed by the engagement team in connection with the risks identified included:

  • reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements.

  • testing journal entries, including those processed late for financial statements preparation, those posted by infrequent or unexpected users, those posted to unusual account combinations;

  • evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

  • enquiry of management around actual and potential litigation and claims.

  • challenging the assumptions and judgements made by management in its significant accounting estimates; and

  • obtaining confirmations from third parties to confirm existence of a sample of and balances.

• the Company operates in a highly regulated UK banking industry. As such, the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities; and

• we communicated relevant laws and regulations and potential fraud risks to all engagement team members, including experts, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We were appointed by the Directors on 16 April 2025 to audit the financial statements for the year ended 31 December 2024 and subsequent years. These are the first financial statements for which we have provided statutory audit services.  

We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Company, and we remain independent of the company in conducting our audit.  

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 

The notes on pages 37 to 55 form part of these financial statements.

The notes on pages 37 to 55 form part of these financial statements.

The notes on pages 37 to 55 form part of these financial statements.

The notes on pages 37 to 55 form part of these financial statements.

Afin Bank Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lower Ground Floor, 10 Chiswell Street, London, EC1Y 4UQ. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS).

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements are prepared on a going concern basis, as the directors are satisfied that the company has the resources to continue in business for the foreseeable future. This is taken as a minimum of 12 months from the date of approval of the financial statements. true

Following obtaining a banking licence with restrictions in October 2024, Afin are currently in the mobilisation phase of its development. The Bank is required to meet a number of conditions set by the PRA and FCA to support the removal of their deposit restrictions. The statutory period to satisfy these conditions is 12 months and Afin are on track to meet the requirements ahead of the deadline later this year, at which point the bank will be in a position to launch its deposit and lending.

In assessing going concern, the directors have considered the current Statement of Financial Position, the financial projections, the longer-term strategy of the business and future capital injections from the principal shareholder. The principal shareholder has provided a letter of support to the Directors of the Company in respect of the principial shareholder’s commitment to provide capital resources to the Company.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software               5 year straight line

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.

At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when the Bank transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

The Bank is required to maintain a regulatory minimum capital as prescribed by the Individual Capital Guidance (ICG) which is based on Pillar 1 and 2 capital and other requirements.

The Bank manages its capital through an Internal Capital Adequacy Assessment Process (“ICAAP”) and regular monitoring of the capital requirements based on the business profile. The Bank manages its capital structure and adjusts it according to changes in economic conditions and the risk characteristics of its activities. Further details of the share capital are shown in note 18.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in, future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The Bank applies the expected credit loss (ECL) model to assess impairment for gilts and T-bills. This involves estimating potential losses over the next 12 months or the lifetime of the asset, depending on whether there has been a significant increase in credit risk. Given the low credit risk associated with UK government securities, the Bank adopts the simplified approach for low-risk assets, focusing primarily on 12-month ECLs unless significant deterioration occurs.

The directors do not consider there to be any key sources of estimation uncertainty or judgements

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1).

Audit fees for the year are due to MHA (2023: MGI Midgley Snelling LLP).

The charge for the year can be reconciled to the loss per the income statement as follows:

The effective corporation tax rate for the year ended 31 December 2024 was 25.00% (2022: 23.52%). The Finance Bill published on 19 December 2024 announced that the corporation tax rate would continue at 25.00% for profits over £250k and 19% for companies with profits under £50k.

The company has unused losses of £2,412,433 (2023: £2,412,433) carried forward at the period end. No deferred tax asset has been recognised at the year end as there is no certainty that there will be sufficient profits in the foreseeable future. This resulted in a potential deferred tax asset of £597,584 (2023: £597,584) not being recognised. There is no expiry date in relation to the carried forward losses.

The Bank holds investments in government securities, including UK gilts and Treasury bills, as part of its treasury management strategy. Investments are carried at market value.

Due to the short-term nature the carrying value approximates the fair value.

Due to the short-term nature the carrying value approximates the fair value.

See note 16 for information on the right-of-use asset.

Due to the short-term nature the carrying value approximates the fair value.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The total costs charged to income in respect of defined contribution plans is £218,079 (2023: £11,819)

Amounts due in relation to the defined contribution pension scheme as at 31 December 2024 were £22,497 (2023: £4,036).

Each A Ordinary share is entitled to one vote and each B Ordinary share is entitled to one vote, but during the B Ordinary share period, the number of votes attached to all the B Ordinary shares is restricted to the lower of the B Ordinary share percentage cap and the number of votes if Article 27.4 did not apply.

Each A Ordinary share and each B Ordinary share have equal rights to dividends.

On any liquidation event the B Ordinary shares are entitled to first be paid an amount equal to the subscription price paid and any surplus is paid to the holders of the A Ordinary shares.

Total proceeds in the period from issue of shares is £20,523,855.

During the year all A Ordinary £1.00 shares were issued at par and the B Ordinary £0.01 shares were issued at £0.05.

The fair value of the options granted subject to non-market performance conditions are determined using a Black-Scholes model.

The inputs for the models are as follows:

The weighted average fair value of options granted during the year was £0.05.

2024

Expected life (years)             5

Expected Volatility Rate (%)        47.00%

Risk Free Rate (%)            4.65%

The underlying expected volatility was determined by reference to historical data of the Company’s selected comparators’ shares over a period relevant to the expected remaining term of the share option grants.

During the year ended 31 December 2024, £nil was charged to the Statement of Comprehensive Income in relation to these options.

The share based award is the fair value of c.£0.05 per share equating to £334,607, less the nominal share value of £0.01 per share being £66,981

For the purposes of capital management, capital includes issued share capital. The primary objective of the directors' capital management is to ensure that the company will be able to continue as a going concern while sustaining the future development of the business.

As at 31 December 2024, capital resources were made up of CET1 capital, the highest quality of capital, consisting of ordinary share capital, associated share premium and allowable reserves. The Bank’s objectives when managing capital are to: (i) safeguard the Bank’s ability to continue as a going concern and thereby to provide returns for shareholders and benefits for other stakeholders; (ii) maintain a strong capital base and utilise it efficiently to support the development of its business; and (iii) comply with the regulatory capital requirements set by the PRA.

The Bank undertook an internal capital adequacy assessment process (‘ICAAP') as part of obtaining its banking licence in October 2024 and this will be re-assessed on an annual basis. During the periodic supervisory review and evaluation process (‘SREP'), the PRA assesses the ICAAP and sets the total capital requirement (‘TCR').

Capital adequacy and the use of regulatory capital are monitored by the management and Board. The Bank is required to maintain appropriate levels of capital in accordance with total capital requirements issued by the PRA. For more information on the Bank’s capital management, please refer to the Pillar 3 Disclosures, which can be found on the company website.

Risk is an inherent part of the business activities. The company seeks to identify, assess, monitor and manage each of the various types of risk involved in its business activities, focusing on activities during the application process for a UK banking licence in accordance with defined policies and procedures. A key component of our approach to capital management is to ensure that the company's policies are aligned with the company's overall strategy, business plans, risk management framework and risk appetite.

The main financial risk is, following obtaining the banking licence in October 2024, that the company is not successful or that there is significant delay in meeting the conditions for the lifting of restrictions, impacting the available financial resources and business strategy. Other financial risks arising include liquidity risk, credit risk and market risks (price and interest rate risk).

Liquidity risk

Liquidity risk is the risk that the company is not able to meet its financial obligations as they fall due or can do so only at excessive cost. The company maintains adequate levels of liquidity and ensures that it maintains sufficient levels of liquidity to meet foreseeable and unexpected needs. Policies and procedures are in place to manage liquidity risk. Limits for the level, type and maturity of liquidity are set by the board. The level of liquidity is monitored on a daily basis to ensure there are sufficient liquid assets at all times to cover cash flow movements and fluctuations in funding, enabling the company to meet all financial obligations and to support anticipated growth.

Since the reporting date, 3,600,000 A ordinary shares were issued at £1.00 per share (£3.6m) on 21 January 2025 and 2,000,000 A ordinary shares were issued at £1.00 per share (£2.0m) on 21 March 2025 to its parent company WAICA Reinsurance Corporation PLC.

The remuneration of key management personnel, including the executive management team, directors (executive and non-executive directors), is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

WAICA Reinsurance Corporation PLC (Registered office: 30 Junction, Hill Station, Freetown, Sierra Leone) is the ultimate parent company by virtue of its majority shareholding and they head the largest and smallest group for which consolidated accounts are prepared that include the company. Copies of the consolidated accounts can be found at the parent company's website www.waicare.com. No single ultimate shareholder has control over the company.

During 2025, we will work with our consultants at Energise to further understand our carbon emissions and improve the accuracy of our data, as well as consider our pathway to Net Zero by 2050 at the latest in order to align our emissions reduction strategy with current climate science.

Going forward, as we align, our reporting will follow the four key pillars of the Task Force on Climate-related Financial Disclosures (TCFD). These are:

• Governance

• Strategy

• Risk Management

• Metrics & Targets

We believe that implementing these standards will improve our ability to measure and communicate sustainability risks and opportunities affecting the business, supporting our long-term commitment to net zero, sustainable finance, and responsible banking.