Driving

transformation,

delivering

growth

ASA International Group plc

Annual Report and Accounts 2025

Who we are

ASA International is one of

the world’s largest international

microfinance institutions

providing small, socially

responsible financial services

to low‑income entrepreneurs,

most of whom are women,

across Asia and Africa.

Financial Inclusion in Focus

Women Driving Change

www.asa-international.com

Corporate GovernanceESG Report

Strategic Report

ASA International Group plc

Annual Report and Accounts 2025

Additional InformationFinancial Statements

Contents

Strategic report

01 2025 highlights

02 Company overview

04 Growth with purpose

06 Chair’s statement

07 Feature story – Our clients

09 Group CEO Statement

12 Our key differentiators

13 Operational model

15 Section 172 statement

18 Our strategy

21 Feature story – Digital

23 Key Performance Indicators

25 Financial review

26 Groupfinancialperformance

32 Regional performance

40 Risk management

42 Principal risks

49 ESG report

51 Advancing the SDGs

52 Socially responsible

61 Feature story – Our communities

63 Environmental responsibility

and resilience

73 Non-financialandsustainability

information statement

Corporate governance report

76 Chair’s introduction

77 Board of Directors

79 Executive Committee

80 Country Heads

82 Feature story – Our colleagues

83 Board activities

84 Leadership from the Board

86 Governance Framework

91 Audit and Risk Committee report

97 Nomination Committee report

102 Remuneration Committee report

121 Directors’ report

Financial statements

126 General information

127 Independent auditor’s report to the

members of ASA International Group plc

136 Consolidated income statement and

statement of comprehensive income

137 Consolidatedstatementoffinancial

position

138 Consolidated statement of changes in

equity

139 Consolidatedstatementofcashflows

140 Notestotheconsolidatedfinancial

statements

199 Statutorystatementofprofitandloss

and other comprehensive income

199 Statutorystatementoffinancialposition

200 Statutory statement of changes in equity

200 Statutorystatementofcashflows

201 Notestothestatutoryfinancial

statements

Additional information

203 Alternative performance measures

205 List of abbreviations

Visit our website:

www.asa-international.com

Group CEO

statement

Financial

review

Our

strategy

Chair’s

statement

ESG

report

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

ASA International Group plc

Annual Report and Accounts 2025

2025 highlights

Sustained growth,

enhanced profitability

and strengthened

balance sheet

• Strong loan portfolio growth

• Profitability surge

• Resilient portfolio quality

• Strengthened equity base

• Stable funding position

• Continued capital returns

Recognition

ASA Pakistan

Awarded 2025 Top Financier Award

by the State Bank of Pakistan (SBP)

at Women Entrepreneurship Day for

excellence in the microfinance sector

ASA Rwanda

Service Excellence Award, Microfinance

of the Year by KARISIMBI EVENTS

recognising outstanding customer service

Clients (m)

+10%

Outstanding Loan Portfolio (USDm)

+35%

Gross Outstanding Loan Portfolio (USDm)

+33%

Profit before tax (USDm)

+64%

1 PAR refers to ‘Portfolio at Risk’. PAR>30 is the percentage of

outstanding customer loans with at least one instalment payment

overdue 30 days, excluding loans more than 365 days overdue,

to Gross OLP including off-book loans.

Branches

+4%

PAR>30 days

-0.4ppt

Net profit (USDm)

+98%

Find the impact highlights on page 14

Find our Key Performance Indicators

(‘KPIs’) on page 23

Find all the awards we received in 2025

on our website:

www.asa-international.com/about-us/our-awards/

2,232

1.8%

56.5

2.8

601.8 611.0

103.9

2025

2025 2025

2025

2,145

2.2%

28.5

2.5

446.6 458.6

63.5

2024

2024 2024

2024

ASA International Group plc

Annual Report and Accounts 2025

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Company overview

ASA International is a

microfinance institution with

operations in Asia and Africa.

Read more about our operational model

on page 13 and our strategy on page 18

Our clients

Our clients are low‑income, mostly female

micro‑entrepreneurs over the age of 18, who earn

approximately USD 3-5 per day, with the potential

to increase their income to around USD 8 per day.

They typically cannot access credit from traditional

banks to start or grow their businesses. Clients are

engaged in services, trading, manufacturing, and

small‑scale agriculture, mostly in urban and

semi‑urban areas.

We operate through a branch‑based model,

where loan officers meet clients regularly in group

meetings. Branches are in or near the communities

where clients live and work, and they serve as the

hub of the client ecosystem.

Our products and services

ASA International’s main product is small, socially

responsible, collateral‑free loans — without joint

liability — designed to support income‑generating

activities. Alongside our core microfinance offering,

we are developing a distinct micro, small and

medium enterprise (‘MSME’) proposition to serve

clients as their businesses grow and to bridge the

gap between microfinance and traditional banking.

Loans typically have a six to twelve-month

tenor, with an average disbursement of USD 347.

Clients generally repay in full before accessing

progressively larger follow-on loans, typically

increasing by 20–50%, subject to predefined

limits and repayment performance. Pricing is

benchmarked against local markets, and where

permitted, a security deposit may be collected.

Where licensed, we offer savings products and are

progressively expanding digital financial services,

including online loans, accounts and payments,

alongside value‑added solutions that support

small business growth.

South Asia – 904,358

South Asia – 626

South Asia – USD 152.1m

South East Asia – 501,780

South East Asia – 506

South East Asia – USD 79.7m

West Africa – 459,882

West Africa – 471

West Africa – USD 168.7m

East Africa – 907,019

East Africa – 629

East Africa – USD 201.2m

Clients

2.8m

Branches

2,232

OLP (USD)

601.8m

ASA International Group plc

Annual Report and Accounts 2025

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Branches

471

Nigeria: 269

Ghana: 154

Sierra Leone: 48

Clients

460k

Outstanding Loan

Portfolio (USD)

168.7m

Branches

629

Tanzania: 244

Kenya: 160

Uganda: 133

Rwanda: 37

Zambia: 55

Clients

907k

Outstanding Loan

Portfolio (USD)

201.2m

Branches

626

Pakistan: 405

India: 158

Sri Lanka: 63

Clients

904k

Outstanding Loan

Portfolio (USD)

152.1m

Branches

506

Philippines: 415

Myanmar: 91

Clients

502k

Outstanding Loan

Portfolio (USD)

79.7m

West Africa East Africa South Asia South East Asia

Corporate head offices:

Amsterdam, the Netherlands,

Dhaka, Bangladesh

Registered head office:

Worthing, West Sussex, United Kingdom

Country head offices

Company overview (continued)

Where we

operate

See our website for more information:

www.asa-international.com

Read more about our regional performance on page 32

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Growth with purpose

Our purpose

Reducing

poverty and

enabling female

empowerment

Assessed through outcome indicators

Supported by strategic priorities

Financial inclusion

70%

of clients accessing a financial

service for the first time

94%

improvement in financial

understanding

Inspired by

our vision

Achieved through

our mission

Just and financially

inclusive societies.

Enhancing socioeconomic

progress of low-income

entrepreneurs by increasing

financial inclusion.

Drive growth

Sustainable growth is driven

by strengthening and scaling

our core business model,

expanding our product

offering and deepening client

relationships, while leveraging

digital capabilities to enhance

reach and efficiency.

Build resilience

Resilience is reinforced through

strong governance, effective risk

management, financial discipline

and a robust regulatory and

technology framework that

supports long‑term stability.

Achieve sustainable impact

Sustainable impact is achieved by

delivering responsible financial

services that advance financial

inclusion and integrate social and

environmental responsibility into

our business model.

Reduction of poverty

94%

of clients increasing

their daily income level

94%

of living conditions improved

Female empowerment

89%

increase of share in family

income by females

82%

increase of leadership or

decision-making role within

household or community

Find our business Key Performance Indicators (‘KPIs’) on page 23

Read more about our growth strategy on page 18

Read more about how these indicators are calculated on page 204

See our purpose in action on page 07

ASA International Group plc

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Growth with purpose (continued)

Delivered via our operational model

Committed to sustainable and responsible practices

Underpinned by values

• Enabling cost efficiency, quick decision‑making,

replicability, and high‑touch client engagement

through a decentralised, standardised and

sustainable model

• Reinforcing our approach with socially

responsible services, a diversified risk profile,

a proven credit methodology, and a highly

scalable model

• Safeguarding and engaging with stakeholders

• Implementing measures to mitigate and adapt

to climate change

• Addressing the demand for loans, savings and

insurance while gradually expanding into digital

financial services

• Driving stakeholder value through sustainable

growth and financial returns while maintaining

a strong commitment to our social mission

• Contributing directly to the Sustainable

Development Goals:

Read more about our operational model on page 13

Read more about how our values are part of our culture on page 57

Read more in our ESG report on page 49

Professionalism

Emphasises responsible, reliable

and accountable leadership. It

promotes efficient operations,

ownership of roles and

continuous learning

Integrity

Embodies consistency, trust,

transparency, respect and

equality. It involves upholding

high moral standards and

treating others fairly.

Teamwork

Embraces a supportive

environment that encourages

collaboration and knowledge

sharing, empowering all team

members to achieve common

goals.

Case study

Empowering Entrepreneurs: ASA Tanzania

Strengthens Financial Literacy

At ASA Tanzania, a day of co-creation and

shared learning was organised for 50 client

group leaders in collaboration with Absa Bank,

reinforcing a joint commitment to financial

inclusion and enterprise development. The

session focused on strengthening financial

literacy and practical business skills to help

leaders better support their groups and grow

sustainable livelihoods. Key topics included

entrepreneurship development, building

sustainable business models, and planning

for strategic growth in competitive markets.

Through interactive discussions and real‑life case

sharing, participants explored how to formalise

operations, manage cash flow effectively, and

scale their businesses responsibly. The day

fostered confidence, collaboration, and a

stronger foundation for long‑term economic

resilience among the group leaders.

ASA International Group plc

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Chair’s statement

Driving

transformation,

delivering

growth

It is our financial success that allows

us to maintain and expand our

mission and footprint.

I am pleased to report further substantial progress

for ASA International Group plc in 2025. We now

serve almost three million clients which, taken

with their families and dependents, means we

are making real strides in achieving our shared

ambition: reducing poverty by providing socially

responsible financial services to low‑income

female entrepreneurs across Asia and Africa.

At the same time, we are a proudly commercial

business – it is our financial success that allows

us to maintain and expand our mission and

footprint. In 2025 we built decisively on the

improved performance in 2024, with net profits

almost doubling while maintaining high portfolio

quality. We saw strong operational and financial

performance across Africa as well as in Pakistan,

and a commendably resilient outcome in Myanmar.

We are in all our efforts focused on building a

Group for long‑term success. A key element is our

digital transformation strategy, and it is pleasing to

note the significant progress made in 2025 in this

regard. The successful migration of approximately

250,000 clients in Ghana to our new Core Banking

System in October 2025 and approximately

313,000 clients in Tanzania in March 2026

reinforces our confidence in expanding these

capabilities to all our other markets.

The Board passionately believes that the key

to long‑term success is world class leadership

throughout the Group. Rob Keijsers was confirmed

as our Group Chief Executive Officer on 1 April

2025 following his tenure as Interim CEO. We are

impressed by Rob’s vision and delivery, including

renewed focus on operational discipline and

growth, and his wholesale rejuvenation of the

senior management team in the Executive

Committee and in the country management teams.

From a Board perspective, I was reappointed

Non‑Executive Chairperson of the Group on

5 June 2025 following the resignation of Chris

Low. We also welcomed John Khabbaz as an

Independent Non‑Executive Director in April 2025

and Mark Schwartz as a shareholder nominated

Non‑Executive Director in December 2025.

At the 2025 AGM, Salehuddin Ahmed retired

from the Board after many years of loyal service.

We will be forever grateful for his dedication

and committed service to the Board and ASA

International as a whole since being appointed

in 2020.

As ever, our commitment to ESG (‘Environmental,

Social, and Governance’) principles is not a peripheral

activity; it is the absolute core of our business

model. In 2025, we further advanced our climate

and inclusion priorities, reinforced client protection

standards, and enhanced how we measure and

integrate social and environmental impact.

Lastly, on behalf of the Board, I would like to

express my sincere gratitude to our 15,000+

employees. Their dedication, often in challenging

environments, is the engine of ASA International.

We continue to invest in our people through

training and leadership development, ensuring that

our culture of integrity and client‑centricity remains

robust. Special thanks are also due to all our other

stakeholders – our clients, of course, and also our

lenders and shareholders whose support is

essential to achieving our purpose.

Guy Dawson

Chairman, ASA International Group plc

14 April 2026

ASA International Group plc

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Feature story – Our clients

For millions of low-income entrepreneurs, access to credit

is a powerful first step towards opportunity. But opportunity

without protection remains fragile.

When illness, accidents, or sudden loss strike,

a single shock can undo years of hard‑earned

progress. At ASA International, we believe that

financial inclusion is not complete without

financial protection.

In 2025, this commitment was put into practice

through the launch and scale‑up of our

microinsurance offering, developed in partnership

with Turaco. Designed around the everyday risks

our clients face, the product strengthens their

ability to withstand shocks and stay on track,

helping families safeguard livelihoods and move

forward with confidence. At the same time, it marks

an important step in our strategy to drive growth

by expanding our product offering in a way that

is both client-centred and scalable.

Lives covered

~700,000

Expanding our offering: how

microinsurance is strengthening

financial resilience

Visit our website:

www.asa-international.com

PROFESSIONALISM INTEGRITY TEAMWORK DRIVE GROWTH

ValuesSDGs Strategy

I thought insurance was only for people

with powerful jobs like government

workers. I asked myself, ‘Now me who

sells food, how will I afford insurance?’

But when ASA came and involved me,

it made me believe that even someone

who sells water can be insured.

CLIENT, ASA UGANDA

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ASA International Group plc

Annual Report and Accounts 2025

The partnership has proven that digital delivery can

enhance client experience, not only improve

operational efficiency. It allows us to scale

responsibly while maintaining trust and relevance,

supporting our strategy to drive growth through

new products that respond directly to client needs.

Following successful launches in Uganda, Kenya,

and Nigeria, Zambia is preparing to go live, with

further rollout planned across additional markets.

When protection meets reality

Across many of the markets we serve, insurance

has traditionally been out of reach for low‑income

households. It is often seen as complicated, costly,

or simply “not for people like me”. Embedding

microinsurance directly into ASA loans is changing

that perception.

The product offers simple, affordable cover for

health, life, and, where relevant, business risks,

with minimal friction for clients and staff. Uptake

has been strong, but it is the claims experience that

matters most. Once the required documentation is

in place, claims can be processed within hours,

ensuring that support arrives when it is needed, not

after the damage is done. For clients who rely on

daily income, this speed can be decisive.

Recognising that documentation can be a barrier,

we continue to invest in client education and

frontline support to ensure clients understand the

process and can access benefits when they need

them most.

Just as important is what this experience builds

over time: trust. Clients experience protection as

timely, fair, and dignified, strengthening their

relationship with ASA International. For the

organisation, this reinforces portfolio quality and

long‑term sustainability. For clients, it builds

confidence that ASA will stand beside them when it

matters most.

What client experiences are telling us

Behind the numbers are recurring client

experiences shaped by different shocks but a

common risk of disruption. In the short film marking

the 500,000-client milestone, clients describe how

illness, childbirth, or fire threatened their

livelihoods. Timely hospital support prevents health

events from escalating into financial crises, while

insurance payouts help business owners restock

and reopen after loss rather than start again from

zero.

Together, these experiences reveal a clear pattern.

Clients are not seeking handouts. They are seeking

continuity. Insurance serves as a bridge between

crisis and recovery, often determining whether a

setback remains temporary or becomes permanent.

Driving growth through innovation

and partnership

Our partnership with Turaco is built around a

simple requirement: insurance has to work for the

communities we serve. Turaco’s digital, customer‑

first model aligns closely with ASA International’s

own digital ambitions, enabling insurance to be

embedded seamlessly into existing loan processes

while keeping client needs at the centre.

This digital approach is balanced with a strong

presence in the field. Teams from both

organisations regularly engage with clients and

frontline staff, listening to experiences and learning

directly from claims and recovery stories. These

first‑hand insights continue to shape product

design and delivery, reinforcing the importance of

combining technology with high‑touch

engagement.

Credit can open doors, but

protection keeps those doors

open. With ASA LifeCare, we

are helping our clients not only

to dream and to build, but also

to safeguard those dreams

for the future.

FUNMILOLA PASEDA OLADOYINBO,

CEO OF ASHA MICROFINANCE BANK NIGERIA

Feature story – Our clients (continued)

Watch our 500k milestone film:

www.youtube.com

ASA International Group plc

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Group CEO statement

Delivering financial

inclusion at scale

A refined strategy was adopted in early 2025, which

built on the previous strategy as outlined throughout

2023 and 2024 by providing more focus and

structured execution. In essence, a strategy house

has been developed on how to fulfil ASA

International’s mission of enhancing socio-economic

progress of low‑income entrepreneurs by increasing

financial inclusion. The house has three pillars which

cover the Group’s plans to drive growth, build

resilience and achieve sustainable impact. The

disciplined execution of this strategy, alongside

strengthened leadership and an expanded product

suite, is already reaping rewards for the Group.

As mentioned above, Gross OLP grew by 33% to

USD 611.0m at the end of 2025 from USD 458.6m at

the end of 2024. This was driven primarily by Ghana,

reflecting both strong underlying portfolio expansion

and benefiting from a 29% appreciation of the

Ghanaian cedi. Additional notable contributions

came from Pakistan, Uganda, Tanzania, and Kenya.

ASA International’s proven, low-risk operating model

ensured that this stellar growth of the loan portfolio

was achieved without compromising portfolio

quality, with PAR >30 remaining at an industry

leading rate of 1.8% as at 31 December 2025. Gross

OLP per client increased to USD 220 from USD 182

in 2024 reflecting a focus on meeting a greater share

of clients’ working capital needs. Efficiency also

increased with Clients per Loan Officer increasing to

308 in 2025 from 292 in 2024.

From an operational footprint standpoint and in line

with our strategy, the number of branches increased

to 2,232 as at 31 December 2025 from 2,145 as at

31 December 2024. During the year, the Group

opened 129 new branches, partially offset by the

closure of certain branches reflecting a net increase

of 87 branches. Client numbers grew 10% year‑on‑

year, driven by sustained demand for credit across

our markets and the successful leveraging of our

digital platform to acquire and serve clients.

2.8 million

Total clients surpassed,

10% increase from 2024

USD 611.0 million

Total gross loan portfolio outstanding

33% increase from 2024

Introduction

ASA International delivered robust operational and

financial growth throughout 2025, reflecting

disciplined execution of the Group’s strategic growth

agenda. Net profits doubled compared to 2024 and

Gross OLP has increased by 33% versus the prior

year. It is encouraging to see that the refined

strategy adopted at the start of the year, alongside

strengthened leadership layers and an expanded

product suite, is already starting to pay off. 2025’s

successes are also a reflection of the strength and

commitment of colleagues across the various

operating markets and the continued trust of 2.8m

clients. This growth profile supported continued

capital returns to shareholders, including the

recommended payment of a final dividend for 2025.

It is encouraging to see that the

refined strategy adopted at the start

of the year, alongside strengthened

leadership layers and an expanded

product suite, is already starting

to pay off

ASA International Group plc

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Group CEO statement (continued)

Leadership

Building on the work undertaken in 2024,

strengthening the Group’s leadership team has

remained a key strategic priority for the Board.

2025 saw a significant refresh of the Executive

Committee. Grace Thiongo joined in March 2025

as Chief Risk and Compliance Officer, while in June

2025, Steven van Zuylen was promoted to Chief

Technology Officer and in the same month, Sivan

Maron was welcomed as Chief Human Resources

Officer. Lastly, the recruitment of a new Chief

Financial Officer was concluded in the year with

the appointment of Geert Embrechts.

In addition, new local CEOs were appointed in

Sri Lanka, Pakistan and Sierra Leone during 2025,

alongside the appointment of CFOs in Nigeria,

Zambia, Sierra Leone and Sri Lanka. A number of

other senior management appointments were also

made across the Group’s operating countries, further

strengthening local leadership teams in key functions.

Overall, with the newly strengthened leadership layers

in place the foundations for growth have been laid.

Product innovation

ASA International took important steps with

regards to product innovation. An important

milestone during the first half of the year was

the launch of an innovative and groundbreaking

partnership with Turaco to offer microinsurance

to our clients across Africa. Following a successful

soft launch of ‘ASA LifeCare’ in Uganda in May,

the product has now officially launched in Uganda,

Kenya and Nigeria with plans to expand across

all of ASA International’s African markets. The

partnership embeds Enhanced Credit Life into ASA

International’s loan products, providing affordable

protection for clients from just USD 0.30 per

month, covering credit, life, and health-related risks.

Regional footprint

ASA International continues to operate across four

main regions comprising 13 countries:

• East Africa comprises operations in

five countries: Tanzania, Kenya, Uganda,

Rwanda, and Zambia

• West Africa comprises operations in

three countries: Ghana, Nigeria, and Sierra Leone

• South East Asia comprises operations in two

countries: the Philippines and Myanmar

• South Asia comprises operations in

three countries: Pakistan, India, and Sri Lanka

East Africa

East Africa delivered robust operational growth,

with Gross OLP up 37% year‑on‑year to USD

203.5m in 2025 (31 December 2024: USD 148.9m),

supported by an increase of 62 branches bringing

the network to 629 and a 22% increase in clients

to 907k, adding 164k new clients. This operational

momentum translated into a material improvement

in financial performance in 2025, with regional net

profit rising by 37% to USD 21.0m (FY 2024: USD

15.4m). PAR>30 increased to 1.6% as at December

2025 (31 December 2024: 1.1%). All East African

markets contributed positively to both operational

and financial results, with particularly strong

performances in Kenya and Uganda. ASA Kenya

achieved a significant milestone with the receipt of

Digital Credit Provider (DCP) license issued by the

Central Bank of Kenya (CBK) in December 2025.

West Africa

2025 marked a strong uplift in West Africa’s

performance. Net profit more than doubled to

USD 38.7m (FY 2024: USD 15.4m), reflecting

robust loan book growth and disciplined credit

management. Gross OLP increased to USD 170.0m

at 31 December 2025 (31 December 2024: USD

86.2m), while PAR >30 improved to 1.3% as at

31 December 2025 (FY 2024: 1.5%), supported by

better portfolio performance in Nigeria and Sierra

Leone. Total branches remained at 471 while the

client base expanded by 10% to 460k, adding 44k

new clients. Ghana led the region with strong

underlying growth and favourable currency

movements, while Nigeria contributed strongly

both operationally and financially, supporting

an excellent overall regional performance.

South East Asia

South East Asia continued to demonstrate

underlying resilience in 2025. Reported financial

performance and operational data, however, was

impacted by a change in how Myanmar’s results

are translated into USD, following the updated

IFRS IAS 21 accounting standard relating to lack

of exchangeability. Market rates are now used as

opposed to the central bank rate utilised in 2024.

The decrease in Gross OLP to USD 82.5m as at

31 December 2025 (31 December 2024: USD

87.6m) primarily reflects this updated accounting

treatment in Myanmar. Encouragingly, PAR >30

remained stable at 4.8%, highlighting stable

portfolio quality. The branch network expanded

by 3% to 506, supporting a 6% increase in client

outreach to 502k. Myanmar remained resilient

despite the ongoing internal conflict and the

earthquake earlier in the year, while the Philippines

continued to support regional activity and client

growth. Net profit decreased to USD 4.8m in 2025

(2024: USD 6.4m), reflecting Myanmar currency

impact, alongside operational challenges and the

impact of cyclones in the Philippines.

South Asia

South Asia (excluding India) delivered a stronger

performance in 2025, with net profit rising 54%

to USD 15.0m (2024: USD 9.7m). Portfolio quality

improved meaningfully, with PAR>30 improving

to 0.6% as at December 2025 (31 December 2024:

0.8%). The branch network expanded by 25 to 468,

with Pakistan and Sri Lanka collectively adding 80k

new clients for a total of 787k clients. As a result,

Gross OLP increased by 31% to USD 124.7m as

at 31 December 2025 (31 December 2024: USD

95.4m), underpinned by strong client demand. The

growth was principally driven by Pakistan, whilst

Sri Lanka returned to profitability during the year,

making a positive contribution to the results.

India’s performance in 2025 reflects the strategic

decision to deconsolidate the operations from the

Group. Gross OLP reduced to USD 30.2m as at

31 December 2025 (31 December 2024: USD 40.4m),

client numbers reduced by 32% to 118k in 2025

(2024: 172k), and the branch network was reduced

to 158 (2024: 175), all consistent with the Group’s

deliberate reduction of its India exposure.

Overall, with the newly

strengthened leadership layers

in place the foundations for

growth has been laid.

ASA International Group plc

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Group CEO statement (continued)

Looking ahead

Looking ahead to 2026, we currently expect

demand for loans to remain resilient, alongside

continued improvements in productivity across

the organisation. Ongoing initiatives to enhance

efficiency within the branch network are expected

to support a reduction in the cost‑income ratio over

time. From a digital transformation perspective, the

Group intends to build on progress made in 2025

through the continued roll‑out of the core banking

system and digital platform in Kenya and commence

preparations for migrations in Nigeria and Uganda

in 2027. The Group is also encouraged by the launch

of its microinsurance product, ASA LifeCare, and

will look to expand this offering across all its African

markets and selected Asian markets.

There is a high degree of unpredictability around

the duration and scale of the Middle East war and

its potential effects. Accordingly, the situation is

being closely monitored to assess any potential

impacts on inflation, local currencies and growth

rates in ASA International’s operating countries.

Rob Keijsers

Group CEO, ASA International Group plc

14 April 2026

This product is expected to bolster client retention

and generate additional non-interest income. It also

brings added value and protection to clients while

broadening and deepening financial inclusion.

In addition, a micro-SME proposition has been

developed which seeks to bridge the gap between

classic microfinance lending and the point where

traditional banking begins at around the USD 5,000

mark. This will be piloted in Uganda in the first half

of 2026 before being rolled out to additional

markets later this year.

Digital strategy and transformation

The digital strategy is focused on the

implementation of a core banking system (Temenos

Transact – T24) and a digital financial services

platform that meet the requirements for running a

modern microfinance banking institution. Alongside

the digitalisation of the client journey, this strategy

will enable unlocking scalable growth and efficiency

as business administration processes are enhanced

to boost productivity.

A major milestone in the digital transformation

programme was achieved in October 2025 with the

successful migration to the Temenos core banking

system in Ghana. Alongside this, the new digital

financial services client and loan officer apps were

implemented in Ghana; the first time this has been

available in any of ASA International’s operating

countries. The app is already live for loan officers with

the roll out of the client app planned for early 2026.

Competitive environment

The competitive landscape remains broadly

unchanged with the strongest competition being

faced in The Philippines, Nigeria, Tanzania, and

Uganda. In most other markets, competition from

traditional microfinance institutions is less intense.

Competition from pure digital lenders has not had

a meaningful impact thus far as product offering and

given the client engagement model is very different.

Sustainability

The Group completed 192 solar installations and

upgrades, planted 32k trees despite seasonal and

disaster‑related constraints, and purchased 54

e-bikes. Knowledge sharing initiatives reached

296k people, alongside the implementation of

waste management programmes across multiple

markets. From a community perspective, a total

of 1,735 community projects were conducted in

2025, focused on health, education, environmental

awareness, and disaster relief, reaching 285,840

participants. Activities included health camps,

hospital and school donations, student bursaries,

climate adaptation programmes and emergency

relief. Client protection remains a cornerstone

of the operating model, with policies and practices

aligned to the principles promoted by Cerise+SPTF.

To further reinforce this commitment, ASA

International signed the Client Protection joint

statement and all subsidiaries enrolled in the Client

Protection Pathway

Climate Week NYC

ASA International is featured in the Climate Week

NYC – Official Interview Series on CNBC.com with

a segment titled Her Power. The video highlights

how women across Africa and Asia are driving

change through financial inclusion, supported by

ASA International’s unique lending approach, the

ASA Model. Rooted in trust, accountability, and

community engagement, the model helps women

build businesses, strengthen families, and transform

communities. An accompanying article further

explores ASA International’s approach and impact.

Dividend

During FY 2025, ASA International declared an

interim dividend of USD 0.048 per share which

equated to a payment of USD 4.8m, which was

paid to shareholders on 31 October 2025.

In line with our commitment to make capital

returns to shareholders, a final dividend of

USD 0.095 per share is being recommended by

the Board, implying a total dividend of USD 0.143

in FY 2025 (FY 2024: USD 0.071).The Board has

elected to declare the dividend over the underlying

net profit of USD 57.2m, which excludes the impact

from hyperinflation accounting and impairments

relating to ASAI NV’s payment for India’s NCDs,

therefore implying a 25% dividend payout ratio,

consistent with FY 2024.

I would like to recognise the contribution of my

colleagues, whose commitment and professionalism

have been central to ASA International’s performance

in 2025. Their continued efforts will remain

important as we progress through the current

year and beyond.

2026 subsequent events

Geert Embrechts officially commenced his role

as Chief Financial Officer on 1 February 2026

and joins the Executive Committee.

The next major milestone in the digital

transformation programme was the roll‑out of the

Temenos Transact (T24) core banking system and

digital financial services app in Tanzania which

occurred in March 2026.

On 12 March 2026, ASA International has

established a Sustainable Finance Framework

to guide the issuance of sustainable financing

instruments that support the Group’s mission

of expanding financial inclusion across its markets.

The framework defines the eligible categories

of activities and investments that may be financed

through sustainable funding instruments.

View the video and associated content here:

www.asa-international.com

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Our key differentiators

Socially responsible

services

Diversified market

presence

Proven credit

methodology

Highly

scalable

Through the ASA Model of Microfinance

Through its heritage with ASA, the Association of

Social Advancement, based in Bangladesh, ASA

International has a long heritage in the microfinance

industry. From inception, we benefited from early

access to ASA NGO Bangladesh’s know-how,

industry technical expertise, and experts. ASA

International was founded to adapt the ASA Model

to fit the diverse countries in Asia and Africa where

we offer microfinance services. The ASA operating

and lending model is focused on six distinctive

features, emphasising our social responsibility

commitment to both clients and staff:

• Loans with market-based interest rates

• Group selection without joint liability

• Collateral‑free loans with a moratorium on

loan repayments in emergency situations

• Loans for primarily income-generating activities

• Majority repayment before qualifying for new

loans and repeat loan cycles with set limits.

Top‑up loans also can be offered

• Training and development of operating staff

in‑house and no bonus incentive

Microfinance

experience

34yrs

Social Performance

Indicator (‘SPI’)

88%

Prospects

150m

Operating subsidiaries

Client retention rate

80%

PAR>30 days

1.8%

Client per Loan Officer

308

Return on average

equity

43.8%

Presence in emerging and frontier markets

ASA International’s risk profile is diversified across

13 markets in Asia and Africa. Risk management

features embedded in the ASA Model further

strengthen its financial resilience.

In 2025, risks related to liquidity, exchange rates,

and inflation remained elevated due to ongoing

inflationary pressures and currency depreciation.

Excluding India, the Group’s addressable market

is estimated at 150 million potential clients across

its existing countries of operation according

to World Bank.

All markets offer strong growth potential, with

priority scale markets including Ghana, Pakistan,

Uganda, and Kenya given market dynamics and

expected returns. The Group is also strengthening

its capital allocation framework to maximize returns

across the business. As part of this discipline, the

decision to exit India was made in light of weak

profitability and regulatory complexity.

As a result of staying close to clients

Managing credit risk is an integral and essential

part of ASA International’s operating and business

model. Loan officers foster close client relationships,

quickly identifying repayment or other issues, as

well as disbursing new, larger loans to qualified

clients over time.

Our experienced management team makes sure

the ASA Model is executed in a disciplined way

across all of our markets. The operations are highly

standardised through the use of an operations

manual and are almost identical across all operating

markets. Client selection and loan sizes are decided

at the branch level.

The client assessment and admission process may

take up to 14 days for a first cycle loan, ensuring

only clients committed and able to grow their

businesses are accepted and protecting clients

from becoming over-leveraged while at the same

time seeking to meet their working capital needs.

Strengthening and growing the business

ASA International’s model is built on growing

alongside its clients by meeting their evolving

working capital needs. As client businesses expand,

loan sizes can increase over time, supporting

sustainable growth while also reducing churn

by ensuring our clients do not seek alternative

providers. With this in mind, the Group is

strengthening its model by offering larger loans

to support clients as their businesses graduate

into the MSME segment, alongside introducing

complementary products such as deposits and

microinsurance to broaden the customer journey.

While lending naturally remains the main product

and income source, deposits are increasingly

important both to increase client stickiness and

as a stable, lower cost funding source. Accordingly,

deposit mobilisation and obtaining new licenses

are key strategic priorities. Deposit mobilisation

is focused on the six countries already holding

deposit-taking licences.

In parallel, ASA International is advancing its digital

transformation programme to strengthen resilience

and compliance and boost loan officer productivity,

creating a scalable digital channel and platform.

See our website for more information on our history

Read more on how we engage with clients on page 53

and our business model on page 13

Read more on pages 18 to 20 on our strategy

and our business model on page 13

See our website for more information

on our addressable market

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Operational model

Key features

• Target ~1,400 clients per branch (15km radius)

• Self‑sufficient branches with on‑ and off‑site supervision

• Weekly/fortnightly/monthly loan collections and disbursements

• Collateral‑free, individual loans with market rates for income generation

• c. 90% primary loans

; remainder small business/MSME loans

• Majority repayment required before new loan (20‑50% increase)

• Deposit growth – leveraging existing and new licences

• Funding from local financial institutions, development banks,

MFI funds and deposits

1 Primary loans is the loan product with the smallest loan size for working capital purposes of the products we offer in a particular country.

Income-

generating

purpose

Social

empowerment/

well-being

Small

businesses

Increased

household

spending/

saving

Enhanced

business activity

Increased

household income

Microcredit to female micro-entrepreneurs

Average loan disbursement per client of

USD 347 for 6-12 months

Operational model

Branches are deeply

rooted in the community

Our blueprint

for sustainable

success

The ASA Model is a decentralised,

standardised and socially

responsible microfinance approach

that allows for cost efficiency, quick

decision-making, replicability, and

high-touch client engagement,

while meet clients’ evergrowing

needs and over time offering true

digital channels.

Read more about socially responsible

services on page 52

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Operational model (continued)

Total loans disbursed (USD)

1,509.4m

Client satisfaction

84%

Female clients

97%

Social Performance

Indicator (‘SPI’)

88%

• Financial inclusion

• Empowering women

• Socioeconomic progress

• Client Protection Principles

Clients

Employee satisfaction

72%

Hours training

201,704

Number of employees

15,191

1 Excludes on-the-job training.

• Job creation

• Training and development

• Positive and stable work

environment

Colleagues

Community project spend (USD)

668k

Branches opened

129

Environmental efforts spend (USD)

558k

• Clients trading in

the community

• Community programmes

• Inflow of capital

• Minimising environmental

impact

Communities

and the environment

Taxes (USD)

47.4m

Contribution to economic

development of country through

clients’ increased income.

• Company taxes paid

to government

• Higher spending due to

increased income of clients

Countries

Membership at central banks

and securities exchange

Association with many

regulators and industry bodies

to contribute to a sustainable

microfinance environment.

• Creating sustainable

lending environment

• Reliable business partner

• Supporting policy making

• Promoting international

standards for compliance

Regulators and

industry bodies

Dividend (per share)

USD 0.143

Return on Equity (‘ROE’)

43.8%

• USD returns including

regular dividends

• Advancing financial inclusion

• Exposure to multiple frontier

markets via a LSE listed

company

Shareholders,

investors and lenders

Value delivered for our stakeholders

The Company’s strategy and core operations

contribute to the delivery of five Sustainable

Development Goals (‘SDGs’)

Read more about our community

programmes on page 59 and our

climate-related efforts on page 64

• Reviews climate target

performance and

community expenditure

• Monitors environmental

and social impact data

• Undertook training on evolving

sustainability reporting

requirements to enhance oversight

• Considers sustainability reporting

developments and long-term

environmental risks

Engaging

with our

stakeholders

In fulfilling its duties under Section

172 of the Companies Act 2006,

the Board considers the long-term

consequences of its decisions

and the interests of stakeholders

across all markets in which ASA

International operates. During

2025, stakeholder considerations

informed strategic priorities

including digital expansion,

regulatory engagement,

strengthened client protection

standards, enhanced risk

management and community

investment.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Section 172 statement (continued)

Our stakeholders What matters most How we engage

How the Board engages

and is kept informed

Lenders

• Confidence in repayment

capacity and portfolio quality

• Stable and predictable financial

performance

• Strong governance, internal

controls and fraud prevention

• Covenant compliance and

prudent risk management

• Transparent reporting and

timely disclosure

• Alignment with financial inclusion

and impact objectives

• Regular performance updates

and lender meetings

• Field visits and operational reviews

• Ongoing dialogue on covenants

and funding terms

• Reviews liquidity, capital position

and covenant compliance

• Oversees funding diversification

and risk management framework

• Monitors portfolio quality and

internal control effectiveness

• Considers funding strategy

in capital allocation decisions

Shareholders

• Clear long‑term strategy

and disciplined execution

• Transparent reporting

and strong governance

• Sustainable profitability

and responsible growth

• Open dialogue and

responsiveness to feedback

• Results announcements,

webcasts and investor meetings

• Roadshows, conferences and

AGM engagement

• Ongoing RNS disclosures

and investor communications

Read more about Stakeholder

Engagement and Compliance on page 83

• Considers investor feedback

in strategic discussions

• Reviews analyst commentary

and market sentiment

• Oversees reporting quality

and capital allocation decisions

Partners

• Strong, long-term collaboration

and strategic alignment

• Transparent communication and

effective delivery of joint initiatives

• Responsible business practices

and governance standards

• Opportunities to innovate and

expand services for clients

• Partnerships supporting digital

financial services, insurance solutions

and technology development

• Collaboration on community

programmes and sustainability

initiatives

• Regular coordination and project

reviews with implementation partners

• Receives updates on key strategic

partnerships and major initiatives

• Monitors progress and associated

operational risks

• Considers partnership opportunities

in strategic discussions

Regulators and

industry bodies

• Full compliance with reporting

and prudential requirements

• Constructive engagement

with regulatory authorities

• Responsible lending standards

and stable market participation

• Appropriate regulatory licences

to support growth

• Ongoing dialogue with

regulators and industry bodies

• Monitoring evolving regulatory

frameworks

• Participation in local networks

and government engagement

• Receives updates on regulatory

developments and licence strategy

• Oversees strengthening of internal

controls and the Three Lines

of Defence

• Considers regulatory risks

within strategic planning

Case study

Leadership engagement

across our markets

Our Group CEO, Rob Keijsers, regularly

visits ASA International’s operating markets

to engage directly with stakeholders and

ensure that strategy remains grounded

in local realities. During these visits, he

attends client group meetings, listens to

entrepreneurs share their challenges and

ambitions, and gains first‑hand insight into

how our products support their businesses

and households.

Rob also meets colleagues at branch and

country level, participates in staff forums,

and engages with local partners, lenders and

regulators to understand evolving market

conditions and regulatory expectations.

These interactions provide practical insights

into client needs, operational effectiveness

and emerging risks. Key learnings are brought

back to the ExCo and Board, informing

strategic discussions on product

development, digital rollout, risk

management and long-term growth priorities.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Section 172 statement (continued)

Principal

decisions and

discussions

The Company’s commitment to

accelerating sustainable growth

was central to decision-making

during the year, exemplified

through three cases: strengthening

leadership layers, expanding

product offering and advancing

technology across key markets.

These efforts have enhanced

organizational resilience, improved

productivity, and strengthened

leadership capabilities to support

growth. The case studies

demonstrate the Company’s

approach to decision-making,

with stakeholder engagement

being a fundamental aspect.

Stakeholder considerations and impact:

• Colleagues: Strengthened leadership enhances

clarity of direction, accountability, and

performance standards across the organisation

• Regulators: Enhanced CEO and CFO capacity

supports improved governance, financial

oversight, and regulatory engagement at

market level

• Shareholders and lenders: A refreshed and

financially disciplined leadership structure

strengthens execution capability and

supports the long‑term sustainability

of the business model

During 2025, both the Group‑level Executive

Committee and local leadership teams across

several operating countries were further

strengthened. The Board oversaw a significant

refresh of the Executive Committee to enhance

leadership capacity and organisational

effectiveness. Several new local country CEOs

and CFOs were recruited and onboarded,

alongside senior appointments in other critical

functions, reinforcing the Company’s transition

toward a financially led operating model with

enhanced focus on discipline, performance

management, and accountability at all levels.

Executive search firms continued to support

recruitment, with an emphasis on diversity

and strong local leadership in the respective

markets.

Strengthening

leadership layers

Stakeholder considerations and impact:

• Clients: Expanded offerings to improve

financial resilience and meet the evolving

client needs

• Regulators: Ongoing engagement

supported the responsible and compliant

rollout of new products

• Shareholders and lenders: Diversification

strengthens revenue resilience and

enhances the long‑term sustainability

of the business model

The Board considered during year how to

strengthen the Company’s long‑term resilience

and client relevance through targeted product

diversification, in line with the ASA Model of

growing alongside clients. While the Group

continues to assess opportunities to obtain

microfinance banking licences in selected

markets, the Board’s primary focus in 2025 was

on expanding offerings within existing regulatory

frameworks. This included supporting the

introduction of microinsurance across several

African markets to enhance clients’ financial

resilience, and extending larger loans to MSME

clients to support their expanding businesses.

These decisions reflect the Board’s commitment

to sustainable growth through maximising the

ASA Model to widen the client reach and

meeting ever evolving client needs.

Expanding

product offering

Stakeholder considerations and impact:

• Clients: Modern digital tools and mobile

channels improve service, convenience, and

access to products as their businesses grow

• Colleagues: Upgraded systems enhance

productivity, data quality, and consistent

service delivery

• Regulators: Strengthened infrastructure

and mobile money integration support

transparency, reporting, and compliance

• Shareholders and lenders: Investment in

scalable digital platforms boosts operational

resilience, efficiency, and long‑term business

sustainability

During the year, the Board continued to advance

the Company’s digital transformation agenda,

prioritising a clear sequence: core systems first

to ensure resilience and regulatory compliance,

followed by field tools to enhance loan officer

productivity, and finally broader digital channels

to extend client reach and support new product

distribution. In Ghana, the rollout of the Core

Banking System (‘CBS’) and Digital Financial

Services (‘DFS’) progressed significantly, with the

CBS and loan officer application now live, and the

client application scheduled to follow shortly after.

Lessons learned over the last two years from

migrations in Pakistan and Ghana were applied to

the most recent country deployment in Tanzania in

early 2026, while Kenya is being prepared for DFS

implementation in 2026 in line with the Group‑

wide digital roadmap. In parallel, mobile money

integration is being introduced to enhance

payment efficiency, improve client convenience

and reduce fraud and misappropriation.

Advancing technology

across key markets

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Our strategy

Driving long-term

sustainable growth

ASA International aims to achieve sustainable

growth and increased financial inclusion by

growing its loan portfolio, digital advancement

and broadening its products and services.

Breaking barriers, building business – Smart finance, empowering women

Strategic priorities

Initiatives

Build resilience

Drive growth

Achieve sustainable impact

Maximise current lending model

(operations, pricing, costs)

Financial performance

(Profit)

Strengthen governance and

empower people

Roll‑out mature technology stack

(CBS)

Expand regulatory framework:

additional (deposit-taking) licences

Mature three lines of defence model

(‘3LoD’)

Enhance financial resilience:

tax, FX, equity, capital allocation

Accelerate by Digital Financial

Services (‘DFS’)

Social impact

(People)

Unlock further potential

(new countries, products, positioning)

Environmental sustainability

(Planet)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Our strategy (continued)

Breaking barriers, building business – Smart finance, empowering women

Strategic priorities

2025 progress

2026 goals

• 2.8m clients and 35% growth in OLP

• USD 57.2m underlying net profit

• NIM expansion to 39.3%

• Clients per loan officer increased to 308

• Product innovation – microinsurance

and MSME offerings

• DFS go-live in Ghana

• Continued OLP and client growth

• Launch customer app in Ghana

• MSME rollout

• Deposit mobilization

• T24 migration in Tanzania and Kenya

• Further selective leadership strengthening

• Embedding risk and compliance

frameworks

• Publish Sustainable Finance Framework

• Develop full sustainability strategy and

improved impact measurement framework

• Complete climate and community targets

• Strengthened ExCo and local leadership

• T24 migration in Ghana

• Reinvigorated Risk and Compliance

functions

• Improved cost-income ratio to 56.8%

• Reduced ETR to 45.6%

• Strengthened equity base to USD 161.8m

• Robust profitability levels

• Joined the Client Protection Pathway

• Improved SPI to 88%

• 285,000+ community programme

participants

• Climate targets met in renewable energy,

climate action, capacity building,

e-mobility and waste management

Drive growth

Achieve sustainable impact

Driving long-term

sustainable growth

Build resilience

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Our strategy (continued)

Digital transformation

programme

Importance of digital

transformation

Resilience – Core Banking System

A robust CBS is the foundation for scaling the

client base. It is also becoming a prerequisite from

a regulatory compliance perspective in terms of

reporting and audit rigour as well as obtaining

deposit‑taking microfinance licences. The new

Temenos‑sourced system replaces the existing AMBS

platform which is reaching end‑of‑life. The modular

and open architecture of the CBS allows for seamless

integration with the Digital Financial Services

component. It will also allow easier adaptation

to regulatory changes such as the requirement

to convert to Islamic banking in Pakistan.

Sustainable client and business impact –

Digital Financial Services

DFS will enable additional business scaling by

eliminating manual processes for staff, thereby

improving productivity. It is also the foundation

for a compelling digital client offering delivered

via an app, supporting a broader and more flexible

product offering to meet evolving client needs.

In addition, it enables broader digital channels

to expand client reach and support new product

distribution. It is also important for ASA

International to stay ahead of the competition

by offering a client-friendly front-end interface,

complemented by enhanced loan officer service

enabled through efficient digital tools for our staff.

Lastly, it will also help to further minimise fraud

and misappropriation.

Rollout approach

Following the implementation of the CBS in

Pakistan, the DFS and CBS implementation in

Ghana and recent migration in Tanzania in early

2026, ASA International is taking a structured

approach to further rollouts. Next in line will be

Kenya in 2026 and Nigeria in 2027. The order of

next countries is based on client numbers and

ability to leverage on earlier infrastructure

investments.

ASA International’s digitalisation strategy aims to enhance

client‑centricity, ease of use, and efficiency for both clients

and staff, while strengthening resilience through a leading

Core Banking System infrastructure. This transformation

will enable scalable growth, open new client channels,

improve productivity, and expand the Group’s ability

to offer a broader range of services, while simplifying

customer journeys to meet evolving client needs.

1. Enhance

Improve current

operations with mobile

money solutions

3. Optimise

Leverage DFS systems

for scalable growth

and additional

income streams

49%

67%

61%

Client %

Pakistan

Ghana

Tanzania

Kenya

Nigeria

Uganda

Sierra Leone

Philippines

Zambia

Rwanda

Myanmar

Sri Lanka

91%

77%

98%

75%

92%

87%

100%

Transformation roadmap – Focus on de‑risking by migrating largest countries first and leveraging infrastructure investments

Leverage TZ & GH Hub

2. Transform

CBS for resilience and

compliance: Robust CBS

is foundation for regulatory

compliance and client

base growth

DFS for enabling growth and

increase productivity: Truly

digital client proposition and

improved loan officer tools

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Feature story – Digital

Digital transformation is not a single moment, but a journey, one that

demands patience, precision, and deep collaboration across teams.

For ASA Ghana, that journey reached a defining

milestone in October 2025, with the successful

go‑live of a new Core Banking System (‘CBS‘) and

digital financial services (‘DFS’) platform, including

the Group’s first‑ever loan officer app.

This achievement positions Ghana as a blueprint

for the Group’s wider digital ambition, building a

resilient, fully integrated financial ecosystem that

empowers colleagues, improves client experience,

and expands access to financial services.

Clients with active products migrated

to new CBS in Ghana

350,000+

Loan officers using DFS App

~1,000

Bringing the digital vision to life:

ASA Ghana’s transformation milestone

Visit our website:

www.asa-international.com

SDGs

This milestone marks the moment

when our digital vision truly comes to

life. It’s proof that with determination,

collaboration, and innovation, we can

transform how we serve our clients and

empower our teams. I couldn’t be prouder

of everyone who made this possible.

STEVEN VAN ZUYLEN, CHIEF TECHNOLOGY OFFICER,

ASA INTERNATIONAL

BUILD RESILIENCE

Strategy

PROFESSIONALISM INTEGRITY TEAMWORK

Values

1 Considering number of loan clients and accounts.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

By digitising how our loan officers

work, we are reducing paperwork,

speeding up processes, and giving

both our teams and our clients

valuable time back.

OFORI DUODU, DIGITAL FINANCIAL SERVICES LEAD,

ASA GHANA

Feature story – Digital (continued)

A deliberate choice, a carefully built

foundation

Ghana was not chosen by chance. A stable

operating environment, strong regulatory

engagement, and early momentum around mobile

money partnerships made it the right place to lead

the Group’s full CBS and DFS rollout. “We had

the right conditions to start,” Ofori Duodu,

Digital Financial Services lead in Ghana, explains.

“There was readiness, both in the market and

within the organisation.”

The journey began well before go‑live. From

2021, ASA Ghana focused on understanding its

customers, listening to the voice of the client, and

working closely with regulators to shape a clear

digital blueprint. This foundation guided every

decision, from system design to integration with

national identification and payment platforms.

That preparation paid off. Following an intensive

build and training phase, involving more than 1,000

colleagues and multiple migration rehearsals, the

system went live on 13 October without disruption.

Data was migrated, systems were operational,

and teams were ready from the first working day.

From go-live to resilience, embedding

operational stability

While the migration itself was highly successful,

the weeks that followed focused on what matters

most, operational stability. Early technical

challenges, including connectivity issues that

slowed transactions, were resolved within the first

two weeks. What remained was the human side of

transformation, supporting users through change,

building confidence, and closing knowledge gaps.

“Operational resilience means everyone knows

what to do when something goes wrong,” Ofori

reflects. “Transactions are processed successfully,

issues are escalated quickly, and teams feel

supported.” This intense aftercare phase has

been critical in embedding the system into daily

operations and ensuring long‑term stability.

Early indicators already point to meaningful

benefits. Paper‑based loan application forms

have been reduced by around 60%, onboarding

is significantly faster, and loan processing now

happens in real time via the app. While some

reporting functionalities are still being refined,

the shift away from manual processes is already

improving efficiency and turnaround times.

Empowering loan officers through

digital tools

One of the most visible changes has been

in the daily work of loan officers. Before the

transformation, much of their time was spent

on manual paperwork and administrative tasks.

Today, 1,000 loan officers are using the DFS app

to onboard clients, manage loans, and capture data

digitally in the field.

Importantly, digitisation is designed to strengthen,

not replace, the personal relationships at the

heart of the model. By reducing time spent on

meetings and administrative tasks, loan officers

can focus more on meaningful one‑on‑one client

engagement, reinforcing trust and maintaining

close contact.

As reporting tools continue to mature, further

efficiency gains are expected. Early feedback

from the field has been overwhelmingly positive.

Workshops held with loan officers highlighted

strong buy‑in, with colleagues sharing photos,

stories, and real‑time experiences through internal

channels. “There are still issues to resolve, but the

direction is clear,” notes Ofori. “The response has

been a real thumbs‑up.”

Unlocking client value

For clients, the transformation will become even

more tangible with the upcoming launch of the

DFS client app. While clients already had access

to current accounts, savings, and deposit services,

the new platform digitises the full banking suite for

the first time, making everyday banking faster and

more convenient. Digital payments will reduce

waiting times, speed up transactions, and allow

clients to return to work sooner, an important

benefit for micro‑entrepreneurs.

The app also opens new pathways to inclusion.

Clients will be able to find and join groups more

easily, while loan officers gain time to recruit and

support new customers. Together, these changes

strengthen access, convenience, and client

protection, reinforcing ASA’s mission to serve

underserved communities more effectively.

What comes next

With Ghana now live, the focus shifts to deepening

impact and applying lessons learned to future

migrations, including Tanzania. Next steps in

Ghana include the rollout of the client app, further

reductions in paper through digitisation, and

continued optimisation of reporting and analytics.

Each phase builds confidence, not only in

the technology, but in the teams delivering it.

“This has been one of the biggest projects in

Ghana,” says Ofori. “It opened the gateway for

more customers to transact and for us to grow

responsibly. Personally, it has been a huge learning

curve. Working with consultants, partners, and

the Group team has strengthened my confidence

in what we can achieve together.”

ASA Ghana’s digital transformation goes beyond

a technology rollout. It reflects the collaboration,

resilience, and ambition of teams across the

organisation, and marks an important step towards

a more inclusive, efficient, and future‑ready business.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

2025

2024

613.7m

446.6m

2025

2024

225

182

2025

2024

1.8%

2.2%

2025

2024

4.6%

3.5%

2025

2024

39%

35%

2025

2024

55.9%

61.4%

2025

2024

43.7%

33.0%

2025

2024

57.4m

29.4m

2025

2024

[0.58c]

0.29c

Key Performance Indicators

Financial

These Key Performance Indicators

(‘KPIs’) reflect the financial metrics

that ASA International deems

as important to the achievement

of its business objectives.

Outstanding Loan Portfolio (‘OLP’) (USD)

+35%

Gross OLP/Client (USD)

+21%

PAR>30 days

-0.4ppt

Voluntary savings to OLP

+1.2ppt

Net Interest Margin (‘NIM’)

+4.1ppt

Cost-to-income ratio

-4.6ppt

Return on Equity (‘ROE’)

+10.8ppt

Underlying net profit (USD)

+94%

Earnings Per Share (‘EPS’) (USD)

+97%

The figure depicts net Outstanding Loan Portfolio including

off‑book net Business Correspondence (‘BC’) loan portfolio from

IDFC, Jana Small Finance Bank and Fincare and Direct Assignment

(‘DA’) loans with State Bank of India (‘SBI’).

The OLP growth represents increased demand and was driven

primarily by Ghana, reflecting both strong underlying portfolio

expansion and also benefiting from appreciation of the Ghanaian

cedi. Additional notable contributions came from Pakistan, Uganda,

Tanzania, and Kenya.

Gross Outstanding Loan Portfolio including BC and DA loans

divided by total number of clients.

Gross Outstanding Loan Portfolio per client has grown significantly

to USD 220 in 2025 from USD 182 in 2024 as the loan book

increased as a result of an increase in both total portfolio and

the amount disbursed to clients due to heightened demand.

PAR>30 is the percentage of gross OLP that have one or more

instalment repayments of principal past due for more than 30 days,

but less than 365 days, divided by total outstanding gross loan

portfolio (including both on‑book and off‑book loans).

High portfolio quality was maintained alongside OLP growth.

PAR>30 improved to 1.8% as at 31 December 2025 from 2.2% as

at 31 December 2024 as a result of improved collection efficiency.

Voluntary savings to OLP is calculated by dividing total voluntary

savings by total OLP including BC and DA loans.

This ratio slightly increased to 4.7% in FY 2025 from 3.5%

in FY 2024, as clients developing a more proactive savings mindset.

Net Interest Margin measures the difference between the interest

income generated and the amount of interest expenses, relative

to the amount of average outstanding net loan portfolio.

NIM increased to 39.3% in FY 2025 from 35.2% in FY 2024 as some

subsidiaries increased interest rates and interest waiver periods

were reduced during FY 2025.

Cost‑to‑income ratio is calculated by dividing total operating

expenses by total net operating income.

The cost-to-income ratio also improved from 61.4% in 2024

to 56.8% in 2025 driven by increased net operating income

and enhanced operational efficiency.

Return on Equity is calculated by dividing the reported net profit

after tax by the average of equity.

Return on Equity improved to 43.8% during FY 2025 from 33.0%

in FY 2024 mainly as a result of improved profitability across

our operating markets.

Consolidated underlying net profit for the year represents the

net profit as reported in adjusted with extraordinary non‑operating

gains/losses. Extraordinary items include net negative USD 3.9m

Hyperinflation impact in 2024 and USD 2.5m positive impact in

2025. 2024 includes USD 3.0m gain on loan purchase and 2025

includes USD 3.1m impairment cost related to NCDs in India (on

interest and principal).

Consolidated underlying net profit for the year increased to USD

57.2m in FY 2025 from USD 29.4m in FY 2024 as a result of growth

in our loan portfolio and improvement in our operational efficiency.

Earnings per share is calculated by dividing the net profit after tax by

the weighted average number of ordinary shares outstanding during

the year. For 2025, number of shares is equivalent to the number

of ASA International Group plc shares, which was 100 million.

Earnings per share improved from USD 0.29¢ in 2024 to USD 0.57¢

in 2025 as a result of increased profitability of the Group.

601.8m 220 1.8%

4.7% 39.3% 56.8%

43.8% 57.2m 0.57¢

2025 2025 2025

446.6m 182 2.2%

3.5% 35.2% 61.4%

33.0% 29.4m 0.29¢

2024 2024 2024

Link to strategy

Drive Growth

Build resilience

Achieve sustainable impact

Read more about our strategy on page 04

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

2025

2024

2.8m

2.5m

2025

2024

309

292

2025

2024

[85%]

85%

Key Performance Indicators (continued)

Non‑financial

The non-financial KPIs reflect the

operational efficiency and the

social impacts of the Group.

Number of clients

+10%

Borrowers per loan officer

+6%

Social Performance Indicator (‘SPI’)

+3ppt

The number of clients in all operating markets.

The number of clients has increased during FY 2025 to 2.8m

from 2.5m in FY 2024 as a result of increased demand in our

operating markets.

The borrowers per loan officer is calculated by dividing total

number of clients by total number of loan officers.

The borrowers per loan officer increased to 308 during FY 2025

from 292 in FY 2024 following an effort to improve loan officer

efficiency across the Group.

The Social Performance Indicator (‘SPI’) is a social audit tool

by CERISE based on the Universal Standards for Social and

Environmental Performance Management, assessing institutions

across seven dimensions, including social goals, client and employee

treatment, product design, governance, financial‑social balance,

and environmental performance.

The social performance score improved, driven by stronger results

in leadership commitment, client protection, and human resource

practices. Environmental performance also progressed, supported

by staff training and awareness, though gaps remain in the

integration and scaling of green products.

2.8m

308

88%

2025

2.5m

292

85%

2024

Link to strategy

Drive Growth

Build resilience

Achieve sustainable impact

Find more non‑financial performance

indicators in our ESG report on page 54

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Financial review

We also witnessed strong growth in total equity

at the end of FY 2025, driven by increases in net

profit and other comprehensive income, even after

the payment of both interim and final dividends.

From an efficiency standpoint, we also improved

the cost income ratio in FY 2025 mainly through

higher income generation which outpaced the

growth in operating costs. We are delighted by

the momentum of the business and are confident

in the outlook for continued growth in 2026.’’

Geert Embrechts

Chief Financial Officer, ASA International Group plc

14 April 2026

1 Total comprehensive income is the sum of the

Company’snetprofitandothercomprehensiveincome

(‘OCI’), which includes unrealised gains and losses from

items like foreign currency translations and certain

investment securities.

Continued focus on growing the asset base in a

disciplined and sustainable manner was the key

driver behind the robust financial performance.

Ghana and Pakistan were the principal contributors

to profitability and asset growth, with Ghana

benefiting not only from strong loan book expansion

but also from the appreciation of the Ghanaian cedi

during the period. The Group reported net profit of

USD 56.5m in FY 2025, which includes a net positive

impact of USD 2.5m arising from hyperinflation

accounting in Ghana and Sierra Leone and USD 3.1m

loss arising from impairments relating to India.

Excluding this one‑off impact, underlying net profit

amounted to USD 57.2m, representing a 94%

increase compared with FY 2024.

Alongside this solid growth, the local currencies

remained stable in most of the countries with the

major exception being the significant appreciation

of the Ghana cedi. This resulted in a favourable

impact of USD 9.4m on the income statement

and a signficant net positive impact on the foreign

currency translation reserve in equity compared

to 2024. Accordingly, we achieved a substantially

stronger total comprehensive income in FY 2025

when compared to FY 2024.

ASA International delivered a

substantially improved financial

performance in FY 2025 compared

with the prior year, with strong

top-line and bottom-line growth.

The Group’s financial resilience

strengthened significantly during

the year, underpinned by strong

growth in the equity base

ASA International Group plc

Annual Report and Accounts 2025

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Group financial performance

Financial review (continued)

Gain/loss on the net monetary position

The loss on the net monetary position, reflecting

the impact of the application of hyperinflation

accounting for Ghana and Sierra Leone, reduced

to negative USD 1.9m in 2025 compared to

negative USD 5.4m in 2024 given the improving

inflation and macroeconomic situation seen in

Ghana towards the end of 31 December 2025.

The impact of CPI adjustment on other income

statement items resulted in a USD 4.4m gain,

which meant that the total impact of IAS 29

on net profit amounted to USD 2.5m net gain.

Profitability

Profit before tax increased by 64% to USD 103.9m

in 2025 (2024: USD 63.5m), reflecting strong

income growth and disciplined cost management.

Accordingly, net profit rose to USD 56.5m (2024:

USD 28.5m), further supported by an improvement

in the effective tax rate.

Effective tax rate (ETR)

The effective tax rate (excluding withholding

taxes) decreased to 39.3% in 2025 (2024: 44.9%),

reflecting a more favourable tax position in certain

jurisdictions. Including withholding taxes, the

effective tax rate reduced to 45.6% (2024: 55.1%).

This reduction was primarily driven by a more

favourable profit mix, with a greater proportion

of earnings generated in lower‑tax jurisdictions,

including Ghana and Kenya, alongside the

utilisation of previously unrecognised tax losses

in Myanmar and Lak Jaya. In addition, the relative

impact of withholding taxes, hyperinflation

adjustments, permanent differences and prior year

tax items declined year‑on‑year, resulting in a more

efficient and normalised Group tax rate in 2025.

Summary income statement

(USDm unless otherwise stated) FY 2025 FY 2024 YoY change

Interest and similar income 299.9 213.9 40%

Interest and similar expense (55.4) (43.5) 28%

Net interest income 244.4 170.4 43%

Other operating income 15.7 17.3 -9%

Credit loss expense (7.8) (6.8) 15%

Net operating income 252.3 180.9 39%

Personnel expenses (80.4) (64.8) 24%

Other operating expenses

(63.0) (46.3) 36%

Total operating expenses (143.4) (111.1) 29%

Exchange rate result (3.1) (0.9) 260%

Gain/loss on the net monetary position (1.9) (5.4) -66%

Profit before tax 103.9 63.5 64%

Net profit 56.5 28.5 98%

Cost-income ratio 56.8% 61.4%

Net interest margin 39.3% 35.2%

1 Other operating expenses include depreciation and amortisation charges.

Net interest income

Net interest income increased by 43% to USD

244.4m in 2025 (2024: USD 170.4m), driven

primarily by a 40% rise in interest and similar

income to USD 299.9m (2024: USD 213.9m),

reflecting continued growth in the loan portfolio

and solid margins, particularly in Ghana, Pakistan,

Uganda, and Tanzania. Interest and similar expense

increased to USD 55.4m (2024: USD 43.5m) due

to higher borrowings to fund the growing asset

portfolio. As a result, net interest margin improved

to 39.3% (2024: 35.2%).

Net operating income

Net operating income increased by 39% to USD

252.3m in 2025 (2024: USD 180.9m). Credit loss

expenses increased to USD 7.8m in 2025 (2024:

USD 6.8m), including an impairment loss on India

NCDs of USD 2.9m (on principal). Excluding the

one-off gain from a loan reassignment in Myanmar

in 2024, other operating income rose by 10%

to USD 15.7m (2024: USD 14.3m).

Total operating expenses

Total operating expenses increased by 29% to

USD 143.4m in 2025 (2024: USD 111.1m), primarily

reflecting the appreciation of the Ghana cedi,

which contributed an additional USD 5.3m to

USD‑reported costs on a constant currency basis.

Personnel expenses rose by 24% to USD 80.4m

(2024: USD 64.8m), driven by continued staff

expansion, while other operating expenses

increased by 36% to USD 63.0m (2024: USD

46.3m), reflecting higher administrative costs

associated with ongoing business growth and

expenses related to the digital transformation

project. Despite these increases, enhanced

operational efficiency resulted in an improvement

in the cost‑income ratio to 56.8% (2024: 61.4%).

ASA International Group plc

Annual Report and Accounts 2025

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ESG Report Corporate Governance Financial Statements Additional Information

Capital allocation framework

Financial review (continued)

Capital allocation and dividends

ASA International’s capital allocation framework

encompasses four key levers. There will be

efficient investment in Group’s long‑term market

opportunity which will drive organic growth.

This also includes the ongoing digital transformation

programme. The current strategy is predominantly

focused on organic growth. However, once a

surplus is achieved at the holding companies

level, inorganic growth could become an option

focused mainly on financial institutions with

banking licenses where there is the opportunity

to accelerate growth in specific countries. From

a leverage standpoint, the focus will be on creating

value through systematic capital management

and in practice this means increasing local deposits

and local bank funding.

Lastly, in terms of shareholder returns, the dividend

policy targets, over time, an aggregate 30% payout

ratio of annual net profit. A potential future surplus

cash position at the holdings level could allow share

buybacks over and above the dividend.

During 2025, ASA International declared an interim

dividend of USD 0.048 per share, which was paid

to shareholders on 31 October 2025.

In line with our commitment to make capital returns

to shareholders, a final dividend of USD 0.095 per

share is being recommended by the Board, implying

a total dividend of USD 0.143 in FY 2025 (FY 2024:

0.071). The Board has elected to consider the

dividend payment over the underlying net profit

of USD 57.2m, which excludes the impact from

hyperinflation accounting and impairments to India,

therefore implying a 25% dividend payout ratio,

consistent with FY 2024.

1. Invest

• Efficiently support a long‑term market

opportunity through disciplined cost

management to drive organic growth

• Includes digital transformation

programme investment

• Investment in people to obtain

and retain high quality staff

2. Acquire

• Current organic growth strategy focus

• Holdings surplus will allow potential purchase of

financial institutions with banking licenses or other

services to accelerate growth in specific countries

– rapid payback given benefits of local deposits

3. Leverage

• Dedicated focus on creating value through

systematic capital management – increase

local deposits and bank funding

4. Return

• Dividend payout ratio target: up

to 30% of annual net profit over time

• Potential future surplus cash position

at holdings could allow share buy back

over and above dividend

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Financial review (continued)

Client deposits

Client deposits (excluding interest payables)

increased by 52% to USD 136.7m as at

31 December 2025 (2024: USD 90.1m), primarily

driven by higher security deposits, which rose to

USD 114.1m as at 31 December 2025 (2024: USD

74.5m) in line with the expanding loan portfolio.

Voluntary savings also grew to USD 22.6m as at

31 December 2025 (2024: USD 15.7m), reflecting

stronger customer demand for savings products.

Interest bearing debt

Third‑party interest‑bearing debt (excluding

interest payables) increased by 32% as at

31 December 2025 to USD 412.7m from USD

312.7m as at 31 December 2024, primarily at

the operating subsidiary level, with significant

new debt transactions in Pakistan, Tanzania,

Ghana, Kenya and Uganda evidencing the

strategy on more reliance on local funding.

Total equity

The Group’s equity strengthened by 68% to

USD 161.8m as at 31 December 2025 (2024:

USD 96.5m), supported by higher profitability

(USD 56.5m in 2025 vs USD 28.5m in 2024)

and a positive foreign currency translation reserve

movement of USD 15.9m at the end of December

2025 (2024: negative USD 4.3m), reflecting

favourable currency movements compared

to year-end 2024.

Summary Balance Sheet

(USDm unless otherwise stated) 31 Dec 2025 31 Dec 2024 YoY change

Cash and cash equivalents 150.5 108.4 39%

Loans to customers 574.4 410.0 40%

Other assets 72.2 50.1 44%

Total assets 797.1 568.5 40%

Client deposits 136.7 90.1 52%

Interest-bearing debt 412.7 312.7 32%

Other liabilities

86.2 69.2 25%

Total liabilities 635.3 472.0 36%

Share capital and reserves 164.3 98.5 67%

Non-controlling interest (2.4) (2.0) 22%

Total equity 161.8 96.5 68%

Off‑book Business Correspondence (‘BC’) and Direct Assignment

Gross loan portfolio 29.4 38.0 -23%

Gross OLP 611.0 458.6 33%

Less ECL reserves on loans and advances plus FV adjustments on

loans under FVTPL (9.2) (12.0) -23%

OLP 601.8 446.6 35%

PAR>30 days

1.8% 2.2%

1Otherliabilitiesincludethefollowingliabilities:retirementbenefit,currenttax,deferredtax,leaseandderivativeliabilities,

any other liabilities, provisions and interest payables.

2 PAR refers to ‘Portfolio at Risk’. PAR>30 is the percentage of outstanding customer loans with at least one instalment

payment overdue 30 days, excluding loans more than 365 days overdue, to Gross OLP including off-book loans.

Loans to customers

Loans to customers, a key balance sheet asset,

increased by 40% to USD 574.4m as at

31 December 2025 (2024: USD 410.0m), driven

by strong client demand, particularly in East Africa,

Pakistan and Ghana, and supported by favourable

FX movements. Accordingly, the Group’s total

outstanding loan portfolio (including off‑book

loans) grew by 35% to USD 601.8m as at

31 December 2025 (2024: USD 446.6m).

Total assets

Total assets increased by 40% to USD 797.1m

as at 31 December 2025 (2024: USD 568.5m),

primarily reflecting the expansion of the loan

portfolio. Cash and cash equivalents (including

amounts due from banks) increased by 39% to

USD 150.5m as at 31 December 2025 (2024:

USD 108.4m), reflecting increases in the restricted

security deposits in line with OLP growth, as well

as higher unrestricted cash reserves to fund

business growth. Other assets rose by 44%

to USD 72.2m as at 31 December 2025 (2024:

USD 50.1m), largely driven by an increase in

intangible assets supporting the Group’s digital

transformation initiatives.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Financial review (continued)

The Ghanaian cedi (GHS) appreciated by 29%

YoY, which positively impacted the USD earnings

of the Group’s subsidiaries and contributed to an

improvement in the foreign currency translation

reserve of USD 15.7m (FY 2024: negative 1.1m).

The movement of the Myanmar kyat year-on-year

reflects the use of prevailing market exchange rate

at the end of 2025 compared to the official central

bank rate at the end of 2024. This is aligned with

the application of IFRS IAS 21 relating to lack of

exchangeability, which came into force on

1 January 2025

The total contribution to the foreign currency

translation reserve in FY 2025 amounted to

USD 15.9m, compared with a negative contribution

of USD 4.3m in FY 2024.

Equity movements

(USDm unless otherwise stated) 31 Dec 2025 31 Dec 2024

Balance at the beginning of period 96.5 76.6

Net profit for the period 56.5 28.5

Change in FX translation reserve 15.9 (4.3)

Movement in hedge accounting reserve 1.5 (2.2)

Dividend (8.7) (3.0)

Others 0.2 0.8

Balance at the end of period 161.8 96.5

Foreign exchange rates by country

(USDm unless otherwise stated) 31 Dec 2025 31 Dec 2024 YoY change

Pakistan (PKR) 280.4 278.7 (1%)

India (INR) 89.9 85.6 (5%)

Sri Lanka (LKR) 310.0 293.1 (6%)

The Philippines (PHP) 58.9 58.1 (1%)

Myanmar (MMK) 3,586.3 2,098.9 (71%)

Ghana (GHS) 10.5 14.7 29%

Nigeria (NGN) 1,448.1 1,546.4 6%

Sierra Leone (SLE) 22.8 22.8 (0%)

Tanzania (TZS) 2,469.6 2,429.7 (2%)

Kenya (KES) 129.1 129.4 0%

Uganda (UGX) 3,621.1 3,680.0 2%

Rwanda (RWF) 1,457.5 1,388.0 (5%)

Zambia (ZMW) 22.2 27.9 20%

Impact of foreign exchange rates

As a Group reporting in US Dollars with operations

in thirteen different currencies, there may be

currency movements that can have a major impact

on the consolidated USD financial performance

and reporting.

The effect of this can be generally categorised

in the equity section in two ways: (i) existing and

future local currency earnings translate into fewer

US Dollar earnings, and (ii) local currency capital

of any of the operating subsidiaries will translate

into a lower US Dollar capital.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Financial review (continued)

Total comprehensive income

(USDm unless otherwise stated) FY 2025 FY 2024

Profit for the period 56.5 28.5

Change in FX translation reserve 15.9 (4.3)

Movement in hedge accounting reserve 1.5 (2.2)

Tax on OCI and other items (0.5) 1.2

Actuarial gain on defined benefit liabilities and gain on MFX

investment revaluation 0.1 (1.2)

Other comprehensive income/(loss) 17.0 (6.5)

Total comprehensive income/(loss) for the period, net of tax 73.6 22.1

Funding

(USDm unless otherwise stated) 31 Dec 2025 31 Dec 2024

Local Deposits 136.7 90.1

Loans from Financial Institutions 356.9 259.8

Microfinance Loan Funds 8.5 11.0

Loans from Dev. Banks and Foundations 47.0 41.9

Equity 161.8 96.5

Total Funding 710.9 499.3

Lenders continued to provide funding as the

Group was able to raise USD 271.2m as at the

end of December 2025 (2024: USD 193.8m), and

there is a substantial funding pipeline for 2026

amounting to USD 261.6m, with almost 93%

having agreed terms and can be accessed in the

short to medium term. There are existing credit

relationships with more than 50 lenders across

the world, which has provided reliable access

to competitively priced funding for the growth

of the loan portfolio.

The Group intends to minimize the impact of FX

fluctuations by continuing with frequent dividend

declarations by its operating entities. Hedging

of operating entity equity has historically been

significantly expensive and not deemed to offer

the required cost‑benefit dynamic. Furthermore,

a strong focus on enhancing operational

productivity will support improved financial

performance and resilience against foreign

currency volatilities.

A favourable maturity profile has been maintained

with the average tenor of all funding from third

parties being substantially longer than the average

tenor at issuance of customer loans which range

from six to twelve months for the majority of the

loans. Local deposits have increased YoY in USD

terms. This increase was primarily due to significant

increase in security and voluntary deposits mainly

in Ghana. Equity increase was primarily due to

operating currency appreciation year‑on‑year

(GHS: 29%, NGN: 6%) and higher profits. The

Group remains focused on its strategy on

maintaining a healthy funding mix, with an

increasing proportion of locally sourced and local

currency funding. The cost of funding remained

stable at 11.4% at the end of December 2025.

ASA International is prioritising the management of

its other comprehensive income movement which

is significantly impacted by the foreign currency

exchange differences on translation of foreign

operations. Comprehensive income improved to

USD 73.6m in FY 2025 from USD 22.1m in FY

2024. Increased profit for FY 2025 and actual

currency appreciation seen in FY 2025 specifically

in Ghana contributed to this variance compared to

FY 2024. Upstreaming of dividends to the Group

was also higher in FY 2025 than in FY 2024 and

this remains a key point of focus particularly when

local regulatory approval is required.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Financial review (continued)

The Group has USD 107.4m (31 December 2024:

USD 79.1m) of cash at bank and in hand as at

31 December 2025 of which USD 79.0m

(31 December 2024: USD 50.2m) is unrestricted

and can be utilized for operational and other

working capital needs.

Net debt (total interest‑bearing debt minus cash)

at the holdings decreased to USD 45.2m as at

31 December 2025, compared with USD 62.9m

as at 31 December 2024 due to improved cash

balances from higher dividend amounts received

from operating subsidiaries. The Group remains

committed to its strategy of gradually reducing the

proportion of debt funding sourced at the holding

company level over time.

As of 31 December 2025, the balance for credit

lines with breached covenants amounts to USD

5.4m and the Group has received waivers from

lenders for USD 4.1m. The Group is still under

discussions to settle the remaining USD 1.3m.

Expected credit losses

The Group decreased its reserves in the balance

sheet for expected credit losses (‘ECL’) from USD

11.8m as at end of December 2024 to USD 9.2m as

at end of December 2025, for its OLP, includes the

off‑book BC portfolio in India and excludes interest

receivables. The decrease was primarily driven

by an improvement in portfolio quality,

Furthermore, the USD 9.2m of ECL reserves as at

31 December 2025 mainly relate to overdue loans

in India (22%), The Philippines (22%), and Tanzania

(16%), with the remainder spread across the

other countries.

Hyperinflation accounting

The IFRS Standard IAS 29 ‘Financial Reporting in

Hyperinflationary Economies’ (‘IAS 29’) requires

the Group to adjust the FY 2025 financial

information of operating entities, which are

hyperinflationary economies with the main

indicator being three‑year cumulative inflation

exceeding 100% in the period 2023–2025. All items

are presented to reflect the current purchasing

power at the reporting date.

Based on this, hyperinflation accounting is applied

in the interim financial statements of the Group in

relation to Ghana and Sierra Leone (Ghana ceased

to be considered a hyperinflationary economy on

30 June 2025). The application of IAS 29 results

in non‑cash adjustments in the presentation of

the financial information of the Group. In FY 2025,

the net impact was an increase in net profit of USD

2.5m, comprising a loss on net monetary position

of USD 1.9m, offset by the positive impact of CPI

adjustments on other income statement items

of USD 4.4m

Based on currently available third‑party sources,

Nigeria and Myanmar are on the watchlist.

Regulatory capital

Currently, twelve out of thirteen operating

subsidiaries are subject to minimum regulatory

capital requirements. As of 31 December 2025,

with the exception of ASA India, there was full

compliance with all relevant minimum regulatory

capital requirements.

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Regional performance

Regional snapshot

FY 2025 (in USDm) South Asia South East Asia West Africa East Africa

Net interest income 43.8 32.7 88.0 83.4

Credit loss expense 0.8 (2.0) (1.6) (1.9)

Net operating income 47.9 34.5 87.4 79.0

Total operating expenses

(28.4) (28.5) (30.9) (45.5)

Profit before tax 19.5 6.0 56.5 33.4

Net profit 10.1 4.8 38.7 21.0

FY 2024 (in USDm) South Asia South East Asia West Africa East Africa

Net interest income 35.2 33.2 47.7 59.5

Credit loss expense (2.3) (2.5) (0.9) (1.3)

Net operating income 36.2 33.5 46.8 56.6

Total operating expenses

(25.0) (25.2) (22.6) (32.1)

Profit before tax 11.2 8.3 24.2 24.5

Net profit 2.6 6.4 15.4 15.4

1 Including gain/loss on net monetary position and exchange rate differences.

The Group’s consolidated results includes intercompany transaction elimination, adjustment and result

of non‑operating entities. See more details about regional financial performance in note 3 on page 160.

Regional and country-wise Gross OLP and portfolio quality

Gross OLP (in USDm) PAR>30 days

31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024

Pakistan 118.1 90.0 0.4% 0.5%

India (total) 30.2 40.5 2.8% 5.4%

Sri Lanka 6.6 5.4 4.5% 4.9%

South Asia 155.0 135.8 1.0% 2.1%

Philippines 61.4 60.4 6.2% 6.8%

Myanmar 21.1 27. 3 0.7% 0.3%

South East Asia 82.5 87.6 4.8% 4.8%

Ghana 141.9 67.7 0.9% 0.2%

Nigeria 18.9 11.8 2.8% 4.9%

Sierra Leone 9.3 6.7 5.3% 9.4%

West Africa 170.0 86.2 1.3% 1.5%

Tanzania 103.2 85.4 2.1% 1.3%

Kenya 47.6 36.4 0.3% 0.3%

Uganda 39.0 18.6 0.2% 0.2%

Rwanda 7.3 5.2 8.6% 5.1%

Zambia 6.3 3.3 4.8% 3.4%

East Africa 203.5 148.9 1.6% 1.1%

Group

611.0 458.6 1.8% 2.2%

1 OLP refers to ‘Outstanding Loan Portfolio’ and includes off-book loans. PAR refers to ‘Portfolio at Risk’. PAR>30 is the

percentage of outstanding customer loans with at least one instalment payment overdue 30 days, excluding loans more

than 365 days overdue, to Gross OLP including off-book loans.

Financial review (continued)

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Financial review (continued)

South Asia

Net interest income

Net interest income increased by 24% to USD

43.8m in FY 2025 (FY 2024: USD 35.2m), despite

limited contribution from India. The increase was

primarily driven by strong performance in Pakistan,

where both the loan portfolio and interest income

grew. Interest and similar expenses slightly

increased to USD 12.9m in 2025 (FY 2024:

USD 12.6m), due to increased external debt.

Net operating income

Net operating income also improved by 32%

to USD 47.9m in FY 2025 (FY 2024: USD 36.2m)

as a result of operational expansion and reduced

credit loss expenses.

Total operating expenses

Total operating expenses grew by 13% to USD

28.4m in FY 2025 (FY 2024: USD 25.0m), which

was driven primarily by the increase in personnel

expenses to USD 19.2m (FY 2024:16.7m) due to

an expansion in the workforce to support growth.

Profitability

Profit before tax rose 74% to USD 19.5m in

FY 2025 (FY 2024: USD 11.2m), supported by

improved income trends and a better cost-to-

income ratio (59.2% in FY 2025; 69.1% in FY 2024).

Net profit increased 297% to USD 10.1m (FY 2024:

USD 2.6m), reflecting overall performance

improvements, with Sri Lanka returning to

profitability during the period.

Growth of net operating income

+32%

2025: USD 47.9m

2024: USD 36.2m

Growth of profit (after tax)

+297%

2025: USD 10.1m

2024: USD 2.6m

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Pakistan India Sri Lanka

Financial review (continued)

ASA Pakistan grew its operations in the period with

increased demand from clients:

• Number of clients increased from 662k to 741k

(up 12% YoY)

• Branch network increased to 405 branches

from 380 (FY 2024), supporting the increase

in client reach

• OLP increased as result from USD 89.1m

to USD 117.5m (up 32% YoY)

• Gross OLP/Client also increased from USD

136 to USD 159 (up 17% YoY)

• PAR>30 improved to 0.4% as at December

2025 from 0.5% as at December 2024 reflecting

operational efficiency

ASA India intentionally shrank its operations

in the period to 31 December 2025, in line with

the Group’s decision to deconsolidate the business.

Accordingly, the focus in the period was on

recovery of overdue loans while maintaining

the off‑book portfolio:

• Number of clients decreased from 172k to 118k

(down 32% YoY)

• Number of branches reduced from 175 to 158

(down 10% YoY)

• On‑book portfolio decreased from USD 0.7m

to USD 0.01m (down 88% YoY)

• Off-book portfolio decreased from USD 35.8m

to USD 28.1m (down 21% YoY)

• Gross OLP/Client increased from USD 235

to USD 257 (up 9% YoY)

• PAR>30 (including off‑book) improved from

5.4% as at December 2024 to 2.8% as at

December 2025

* Seenote13.2totheconsolidatedfinancialstatements

2025 for details on the off-book portfolio.

Lak Jaya’s overall operations improved

in the period:

• Number of clients increased from 44k to 46k

(up 4% YoY)

• Number of branches remained at 63

• OLP increased from USD 5.0m to USD 6.4m

(up 30% YoY)

• Gross OLP/Client increased from USD 123

to USD 144 (up 17% YoY)

• PAR>30 improved from 4.9% to 4.5%

as collection efficiency has improved

Regional head offices

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Financial review (continued)

Net interest income

Net interest income decreased by 1% reaching

USD 32.7m in FY 2025 (FY 2024: USD 33.2m).

The reduction was primarily driven by the

application of IAS 21 relating to lack of

exchangeability, under which the Group used

prevailing market rates. Excluding this effect,

Myanmar demonstrated operational resilience

despite the challenges posed by the military

conscription law and the earthquake earlier in the

year. Net interest margin improved, as the interest

expense decreased to USD 6.7m in FY 2025 (FY

2024: USD 7.0m). Meanwhile, interest income

decreased from USD 40.2m in FY 2024 to USD

39.4m in FY 2025.

Net operating income

Net operating income grew by 3% to USD 34.5m

in FY 2025 (FY 2024: USD 33.5m). Credit loss

expenses decreased to USD 2.0m (FY 2024: USD

2.5m), reflecting improved portfolio quality. Other

operating income increased to USD 7.1m in FY

2025 (FY 2024: USD 6.4m), contributing positively

to the overall result.

Total operating expenses

Total operating expenses increased by 13% to USD

28.5m in FY 2025 (FY 2024 USD 25.2m), primarily

driven by elevated personnel expenses in the

Philippines in efforts to improve employee

retention.

Profitability

Profit before tax reduced by 27% to USD 6.0m

in FY 2025 (FY 2024: USD 8.3m), driven by the

impact of the revised exchange rate methodology

applied to Myanmar, in line with amendments to

IAS 21. Higher personnel and credit loss expenses

in the Philippines also contributed to the decline.

Net profit reduced by 24% to USD 4.8m in FY 2025

(FY 2024: USD 6.4m).

Growth of net operating income

+3%

2025: USD 34.5m

2024: USD 33.5m

Growth of profit (after tax)

-24%

2025: USD 4.8m

2024: USD 6.4m

South East Asia

The Philippines Myanmar

Pagasa Philippines’ operations grew in the

period, despite challenges created in the country

by cyclones:

• Number of clients increased from 353k to 369k

(up 5% YoY)

• Number of branches increased from 400 to 415

(up 4% YoY)

• OLP increased from USD 58.4m to USD 59.4m

(up 2% YoY)

• Gross OLP/Client decreased from USD 171

to USD 167 (down 3% YoY)

• PAR>30 improved compared to December 2024

from 6.8% to 6.2%

ASA Myanmar’s operations improved in the

period despite the Group having to contend with

the military conscription law, the large earthquake

that hit the country in March 2025 and unstable

political situation. With most of the Group’s

operations located in relatively safer zones, ASA

Myanmar maintained effective monitoring,

resulting in quality portfolio growth.

• Number of clients increased from 122k to 133k

(up 9% YoY)

• Number of branches increased from 89 to 91

(up 2% YoY)

• OLP decreased from USD 25.6m to USD 20.3m

(down 21% YoY, up by 35% on constant currency

basis), due to the exchange rate methodology

change (IAS 21) rather than operational

performance.

• As a result, Gross OLP per client also decreased

from USD 223 to USD 158 (down 29% YoY,

up by 21% on constant currency basis)

• PAR>30 increased to 0.7% compared to 0.3%

as at 31 December 2024

Regional head offices

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Financial review (continued)

Net interest income

Net interest income increased by 85%, totalling

USD 88.0m in FY 2025, compared to USD 47.7m

in FY 2024. While interest income rose due

to increased demand from clients in Ghana

and Nigeria. Additionally, significant currency

appreciation in Ghana had a positive impact

on the overall results.

Net operating income

Net operating income improved by 87% to USD

87.4m in FY 2025 (FY 2024: USD 46.8m). Credit

loss expenses increased to USD 1.6m (FY 2024:

USD 0.9m), driven by an increased loan portfolio.

Total operating expenses

The total operating expenses increased by 37%,

standing at USD 30.9m in FY 2025 compared to

USD 22.6m, following an increase in personnel

expenses to support business growth (FY 2025:

USD 15.1m, FY 2024: USD 10.0m) and other

operating expenses (FY 2025: USD 12.3m, FY

2024: USD 6.1m). Despite the increase in expenses,

the cost-to-income ratio improved to 33.2%

in FY 2025 (FY 2024: 36.2%), reflecting strong

income growth.

Profitability

Ghana underpinned the region’s strong

performance, supported by operational growth

and favourable FX movements. Profit before tax

increased by 134% to USD 56.5m in FY 2025 (FY

2024: USD 24.2m). An improvement in tax position

further supports the net profit growth, which has

increased by 152% reaching USD 38.7m in FY 2025

(FY 2024: USD 15.4m) including a positive impact

of hyperinflation accounting of USD 2.5m in FY

2025 (FY 2024: Negative USD 3.9m).

Growth of net operating income

+87%

2025: USD 87.4m

2024: USD 46.8m

Growth of profit (after tax)

+152%

2025: USD 38.7m

2024: USD 15.4m

West Africa

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Ghana Nigeria Sierra Leone

Financial review (continued)

ASA Savings & Loans operations demonstrated

outstanding performance with strong portfolio

quality, alongside successful Temenos Transact

(T24) migration and rollout of new digital client

and loan officer apps:

• Number of clients increased from 223k to 245k

(up 10% YoY)

• Number of branches increased from 153 to 154

(up 1% YoY)

• OLP increased from USD 67.5m to USD 141.6m

(up 110% YoY) supported by currency

appreciation of the Ghanaian cedi versus

the USD

• Gross OLP/Client increased from USD 304

to USD 578 (up 90% YoY)

• PAR>30 increased to 0.9% as at 31 December

2025 (2024: 0.2%)

ASA Nigeria saw an improved operational

performance despite high inflation levels and

uncertainty in local market dynamics:

• Number of clients increased from 150k to 165k

(up 10% YoY)

• Number of branches remained at 269

• OLP increased from USD 11.0m to USD 18.5m

(up 68% YoY)

• Gross OLP/Client increased from USD 78

to USD 115 (up 46% YoY)

• PAR>30 significantly improved from 4.9% as at

31 December 2024 to 2.8% as at 31 December

2025 as a result of improved KYC and due

diligence practices

ASA Sierra Leone saw an improved operational

performance:

• Number of clients increased from 43k to 50k

(up 15% YoY)

• Number of branches reduced by 1 to 48

(down 2% YoY)

• OLP increased from USD 6.3m to USD 8.6m

(up 36% YoY)

• Gross OLP/Client increased from USD 155

to USD 186 (up 19% YoY)

• PAR>30 significantly improved compared

to 31 December 2024 from 9.4% to 5.3%

Regional head offices

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Financial review (continued)

Net interest income

Net interest income saw a significant improvement

of 40%, reaching USD 83.4m in FY 2025 (FY 2024:

USD 59.5m) as a result of operational growth in all

countries, with OLP growth of 37% YoY basis. The

positive effect of the increase in interest and similar

income (FY 2025: USD 106.0m, FY 2024: USD

74.9m) is slightly offset by an increase in interest

and similar expenses (FY 2025: USD 22.6m, FY

2024: USD 15.4m) reflecting the increased level of

funding to support the region’s ongoing expansion.

Net operating income

Net operating income increased by 40% to USD

79.0m in FY 2025 (FY 2024: USD 56.6m) mainly

driven by higher interest income, partly offset

by an increase in credit loss expense in the region

compared to last year (FY 2025: USD 1.9m, FY

2024: USD 1.3m).

Total operating expenses

Total operating expenses increased by 42% during

FY 2025 to USD 45.5m (FY 2024: 32.1m) primarily

due to an increase in personnel expenses (FY

2025: USD 25.0m, FY 2024: USD 19.3m) and

other operating expenses (FY 2025: USD 17.4m, FY

2024: USD 11.0m) to support the region expansion.

As a result of increased operating expenses, the

cost-to-income ratio improved marginally to 56.4%

in FY 2025 (FY 2024: 56.7%).

Profitability

Profit before tax improved to USD 33.4m in FY

2025 (FY 2024: 24.5m) as a result of interest

income growth. Net profit increased by 37%

to USD 21.0m in FY 2025 (FY 2024: 15.4m).

Growth of net operating income

+40%

2025: USD 79.0m

2024: USD 56.6m

Growth of profit (after tax)

+37%

2025: USD 21.0m

2024: USD 15.4m

East Africa

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Tanzania Kenya Uganda Rwanda Zambia

Financial review (continued)

ASA Tanzania expanded its operations

in the period:

• Number of clients increased from

280k to 321k (up 14% YoY) as the

more favourable loan terms are

attracting an increased number

of clients

• Number of branches increased from

221 to 244 (up 10% YoY) supporting

the increased client reach

• OLP slightly increased from USD

84.4m to USD 101.8m (up 21% YoY)

• Gross OLP/Client increased from

USD 305 to USD 322 (up 6% YoY)

• PAR>30 increased to 2.1% from

1.3% as at 31 December 2024

ASA Kenya also expanded its

operations in the period overcoming

stiff competition in the market:

• Number of clients increased from

262k to 312k (up 19% YoY)

• Number of branches increased from

145 to 160 (up 10% YoY) in order to

respond to increased client demands

• As a result, OLP increased from USD

36.3m to USD 47.5m (up 31% YoY)

• Gross OLP/Client increased from

USD 139 to USD 152 (up 10% YoY)

• PAR>30 remained stable at 0.3%

compared to 31 December 2024

ASA Uganda also saw a significant

improvement in operations in

the period:

• Number of clients increased from

150k to 214k (up 43% YoY)

• Number of branches increased

from 125 to 133 (up 6% YoY)

• OLP increased from USD 18.6m

to USD 38.8m (up 109% YoY)

• Gross OLP/Client increased from

USD 124 to USD 182 (up 47% YoY)

• PAR>30 remained stable at 0.2%

as at 31 December 2025

ASA Rwanda sustained stable

operations throughout the period:

• Number of clients remained stable

at 23k

• Number of branches remained at 37

• OLP increased from USD 4.9m to

USD 7.0m (up 42% YoY)

• Gross OLP/Client increased from

USD 228 to USD 319 (up 40% YoY).

There is an emphasis on branches

located in urban areas to serve

clients who have the capacity to

take on higher loan sizes

• PAR>30 increased to 8.6% from

5.1% as at 31 December 2024

ASA Zambia expanded its operations

in the period:

• Number of clients increased

from 28k to 37k (up 28% YoY)

• Number of branches increased

from 39 to 55 (up 41% YoY)

• OLP increased from USD 3.1m

to USD 6.0m (up 93% YoY)

• Gross OLP/Client increased from

USD 114 to USD 173 (up 52% YoY)

• PAR>30 increased to 4.8% from

3.4% as at 31 December 2024

Regional head offices

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Risk culture

Risk resources

and capabilities

Governance framework

Three lines of defence

Risk and control cycle from

identification to reporting

Primary risk categories

Senior

management role

Risk appetite

Board

role

Risk management

The Group recognises that

risk management is a core pillar

that enables us to deliver on our

strategy and purpose and ensures

we stay aligned with the needs

of a sustainable financial

institution; where people

and communities thrive.

Risk management framework

The Groups recognises that our ability to identify,

assess, and manage risk is critical to delivering

on customer commitments, maintaining trust,

protecting our stakeholders, and achieving

sustainable growth. As a microfinance operator,

the Group adopts a prudent and consistent

approach to managing risk.

Risk management framework

The Group’s risk management framework, which

is approved by the Board, supports the achievement

of strategic objectives and promotes risk‑informed

decision‑making. The Board is ultimately responsible

for establishing and overseeing the Group’s risk

management framework which is supported by the

Group’s underlying systems, structures, policies,

procedures, processes and people.

The Group evaluates its risk landscape by identifying

and assessing both quantifiable and non‑quantifiable

risks, which are then embedded into its management

and decision‑making processes. The Group continues

to enhance its capabilities to ensure risk management

is systematic, structured, and timely.

Risk exposures are reported on a regular basis

to the Board and senior management through our

governance committees. Risk reports are compiled

at business unit level and are aggregated to the

enterprise level for escalation through the governance

structures based on materiality.

Risk culture

The Group is committed to building and maintaining

a sound risk culture. Our risk culture is an important

part of our organisational culture. It is shaped by

our core values, beliefs, knowledge, attitude, and

risk awareness across our diverse operations. We

leverage the three lines of defence model to build

and maintain a strong risk culture.

Risk appetite

ASA International has a moderate risk appetite.

We strive for a balanced approach, accepting risks

associated with investing in microfinance operations

in emerging markets while prioritising prudent

risk management to safeguard the interests of our

clients, investors, and stakeholders. Our commitment

to a high level of compliance, strict adherence to

well‑defined operational procedures, and a focus

on sustainable financial inclusion are the basis of our

dedication to achieving social economic impact for

our clients and generating sustainable financial

returns for the Group.

The Group establishes its risk appetite to provide

direction and set boundaries for risk management

across its microfinance institutions. The Group

targets more conservative financial and prudential

ratios than required by regulators in the countries

of operation while driving compliance with local

regulations and laws. The Group also has zero

tolerance for any unethical, illegal or unprofessional

conduct. The risk appetite assigns tolerance levels

based on regulatory expectations, past trends, and

forward‑looking business projections. The tolerance

levels are periodically reviewed and adjusted,

if necessary. This dynamic approach ensures that the

Group’s risk appetite remains aligned with evolving

business conditions and strategic objectives.

Read the principal risks on page 42

Read the viability statement on page 96

1 Ensures the resources are in place to effectively implement the risk management framework and that staff are

equipped with necessary expertise.

1 Defines high‑level strategy. Ensures the Group has effective risk management

policies in place. Approval of the risk management framework, risk principles

and risk appetite

2 Sets risk appetite and strategy, frameworks and principles

to be recommended to the Board. Identifies new and

emerging risks

3 Senior management determines risk appetite

4 Senior management defines governance, risk and compliance

framework including principal processes and procedures

5 Three lines of defence model implemented

at all levels of the Group

6 Frequent reporting at the country level as well as

from country to Group level to identify key risk

areas and prioritise risks likely to occur

7 Development of risk culture throughout the

organisation

8 Day-to-day management of risks as per

three lines of defence model

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Risk management (continued)

Three lines of defence

Principal risks

Details of the Group’s key risk management areas

can be found on page 42. This section should not

be regarded as a complete and comprehensive

statement of all potential risks and uncertainties

faced by the Group but rather those which the

Group currently believes may have a significant

impact on its performance and future prospects.

Emerging risks

Emerging risks present potential threats or

uncertainties, often characterised by unpredictability

and the potential for significant impact, and may

materially affect our risk profile if they occur. These

risks are identified through ASA International’s

regular risk assessments at Group level and across

its entities, as well as through escalation of notable

external and internal developments, and are

discussed with mitigating actions at ALCO, ExCo

and, where required, reported to the Board.

The Group’s performance is closely linked to the

political, economic, financial and environmental

conditions in the regions in which we operate and

our customers conduct business, with the current

external environment shaped by significant global

events, particularly geopolitical and environmental

factors affecting economic stability, regulatory

frameworks and business conditions. In 2025,

currencies in our countries of operation performed

well, and this, combined with close management

of foreign exchange risk, was favourable.

Looking ahead to 2026, while demand for loans is

expected to remain resilient, there remains a high

degree of unpredictability around the duration

and scale of the Middle East war and its potential

effects on commodity prices, supply chains,

economies and credit conditions, and we continue

to closely monitor its impact on inflation, local

currencies and growth across our markets.

Our operations and portfolios remain exposed

to risks arising from political instability, civil

unrest and military conflict, which could disrupt

operations, pose physical risks to staff and cause

damage to assets. During 2025, the Group closely

monitored and managed risks in Myanmar,

including political and security developments and

the impact of the March 2025 earthquake, as well

as election‑related disruptions in countries of

operation, notably Tanzania following the October

2025 general election; however, these events did

not have a material impact on the business.

From a climate and environmental perspective,

severe storms in the Philippines during the second

half of 2025 disrupted branch operations, transport

and client activities, while flooding in Sri Lanka in

the final quarter affected borrower livelihoods and

economic activity; the Group continues to support

customers and communities during such events

and invest in resilience measures.

Risk management improvements

During the year, the Group initiated the

development of an enhanced risk strategy

and risk appetite framework, including a more

comprehensive risk taxonomy and guidelines

for risk measurement and reporting, designed to

provide a holistic, company-wide view of key risks.

In parallel, the Group developed a risk evaluation

methodology to guide the incorporation of financial

and non‑financial considerations into risk scoring,

supported by Key Risk Indicators (‘KRIs’) to

enhance consistency and robustness.

Policies will be developed or enhanced, as applicable,

to support the management of principal risk areas,

with clearly defined ownership and accountability.

Implementation is planned for 2026 and is central

to preparation for compliance with Provision 29,

with further engagement planned for H1 2026.

Three lines of defence

The Group has adopted a three‑lines‑of‑defence

model to manage its risks. The first line of

defence comprises the functions that expose

the Group to risk through revenue‑generating

activities or transactions or providing the

operational support for such activities. The first

line of defence owns and manages the risks that

arise from the Group’s activities and mainly

comprises operational staff, such as loan officers

and branch managers, responsible for managing

risks in daily activities. They ensure compliance

with policies, conduct client due diligence to

prevent fraud and over‑indebtedness, and

maintain accurate records to minimise errors.

Within the first line of defence, internal controls,

like dual approvals, are used to safeguard

processes and enhance risk management.

The second line of defence refers to

independent control functions, that provide

oversight and challenge to the first line risk

management processes and decisions.

It includes internal oversight functions such as

Compliance, Risk Management, and the Fraud

and Misappropriation Prevention Unit (‘FMPU’).

The third line of defence is Internal Audit at

both the Group level and the microfinance

institution level. In addition to regularly

performing internal auditing activities, Internal

Audit ensures that all units responsible for

managing risk are performing their roles

effectively and efficiently. For more information

about the Group’s three lines of defence, visit

the website.

Board of Directors

Establishes the risk strategy and regularly reviews risk appetite.

Approves frameworks, methodologies, policies and responsibilities.

Operational

management

First line of defence

Line management in

each business area

The primary responsibility

is to own and manage risks

relating to daily operation

Risk management,

Compliance and FMPU

Second line of defence

Internal oversight functions

To identify risks in the daily

operations and provide an

independent oversight

role to the first line

Supports and challenges

the first line

Internal Audit

Third line of defence

Internal Audit function

To provide objective and

independent assurance

on the first and second

line functions

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

1.1

1.7

1.2

1.3

1.5

1.6

1.4

2.2

2.1

2.3

3.1

3.2

3.3

3.4

4.3

4.4

4.1

4.2

5.1

5.2

5.3

5.4

5.6

5.5

5.7

Risk management (continued)

Principal risks

Principal risk categories as outlined

in the risk categorisation model

(Risk Taxonomy) facilitate the

evaluation and reporting on the

extent of risk at various levels

within the organisation.

The risk levels are assessed to identify any

significant residual risk levels and their potential to

materially impact the institution’s financial stability,

operational performance, or reputation. Key

management actions and mitigants are identified

and tracked for implementation.

The overall Group’s risk profile remains medium

indicating a stable but challenging environment.

During 2025, Human resource risk was reassessed

as high in recognition that it is a key priority

and area of focus for senior management and

a foundational pillar for achieving strategic

objectives. This risk is expected to reduce over

time as the Group continues to enhance its bench

strength and its Human Resource Framework.

Low

When the risk is within the tolerance

level of the organisation and may

cause insignificant impact on its

ability to achieve its goals and

objectives, or may have minor

impact from a financial, legal,

regulatory and reputational

standpoint.

Medium

When the risk is at the boundary

of the tolerance level of the

organisation and may cause

moderate impact on achieving its

goals and objectives, or may have

moderate impact from a financial,

legal, regulatory and reputational

standpoint.

High

When the risk crosses the tolerance

level of the organisation and may

significantly impact its ability to

achieve goals and objectives, or may

have a major impact from a financial,

legal, regulatory and reputational

standpoint.

1. Financial risks

1.1 Credit

1.2 Liquidity

1.3 Exchange rate

1.4 Inflation rate

1.5 Interest rate

1.6 Concentration

1.7 Tax

2. Legal & compliance risks

2.1 Regulation

2.2 Client protection

2.3 Anti‑money laundering

3. Strategic risks

3.1 Growth

3.2 Competition

3.3 Reputation

3.4 Climate

4. Operational risks

4.1 Human resource

4.2 Fraud & integrity

4.3 Business contingency

4.4 Health & safety

5. IT risks

5.1 Business continuity

5.2 System vulnerability

& cyber security

5.3 Data privacy & protection

5.4 IT support

5.5 System access control

5.6 IT fraud

5.7 Data migration

& transformation

Risk map

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk management (continued)

Principal risks (continued)

Risk Risk level Managing the risk

1. Financial risk

1.1

Credit risk

The risk that the Group will incur a loss because its clients or counterparties

fail to discharge its contractual obligations.

Objective

To ensure that the Portfolio at Risk (‘PAR’) is kept within an acceptable range.

Medium

The Group adheres to the ASA Model’s operating procedures, including client verification, setting loan limits per

borrower, taking security deposits where possible, preventing over‑borrowing and excessive geographic concentration.

The Group continuously monitors portfolio changes and takes immediate action. Country‑specific efforts to increase

collections and reduce PAR were taken, and PAR>30 remains within an acceptable range and is closely monitored.

1.2

Liquidity risk

The Group’s operations may be impacted if it is unable to meet its payment

obligations when it falls due under normal and stress circumstances.

Objective

To manage liquidity risks and avoid loss of business, missed opportunities

for growth, or legal or reputational consequences.

Medium

Although economic uncertainty may impact funding markets, the Group is diversified across thirteen countries with good

access to a wide range of funding sources at both local and holding levels. The Group maintains solid relationships with its

debt providers, who continue to show strong interest in funding its operations at both local and holding levels. The Group

continues to broaden its funding base, including from new potential funders, to expand partnerships across markets and

through client deposit mobilisation. The Asset Liability Committee (‘ALCO’) regularly reviews the cash and liquidity position

across the Group.

1.3

Exchange rate risk

The Group may suffer a financial loss arising from adverse movements in

foreign exchange rates.

Objective

To manage currency risks and minimise loss due to foreign currency

exposure.

High

The Group has existing hedge arrangements to manage its currency risk and also actively seeks to obtain funding

denominated in local currency. For USD funding to the subsidiaries, the Group aims to ensure that close to 100%

of its currency exposure is hedged. The Group’s equity positions are unhedged.

During the year, exchange rates remained broadly stable across the majority of operating countries, with notable

improvements observed in the key market of Ghana. The ALCO regularly reviews exchange rate risk across the Group.

1.4

Inflation rate risk

The Group’s profitability or operational cost may be impacted by the rise

in inflation rates.

Objective

To limit the impact by controlling expenditure and adjusting the loan size.

High

The Group’s geographical diversification across thirteen countries helps reduce exposure to country‑specific

events. At the Group level, appropriate provisions are maintained to address the potential impact of hyperinflation.

Inflationary conditions improved during the year across most operating countries.

1.5

Interest rate risk

The Group’s profitability or results of operations may be impacted

by fluctuations in interest rates.

Objective

To limit the impact of interest rate movements and exposure to financial

counterparties.

Medium

The Group seeks to optimise the funding mix and maturity profile to mitigate exposure to adverse interest rate

fluctuations. The ALCO regularly reviews interest rate risk. Interest rate risk remains manageable for ASA

International, supported by an improvement in the weighted average interest rate on external borrowings during

the year. The Group continues to actively monitor movements in global and local interest rates and their potential

impact on funding costs and profitability.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk Risk level Managing the risk

1. Financial risk (continued)

1.6

Concentration risk

High concentration of portfolio in a specific geographic area may amplify

the impact of adverse economic events.

Objective

To ensure that the portfolio of the Group is well diversified.

Medium

The Group’s portfolio is diversified across thirteen countries. Our country portfolio is diversified across various

regions and sectors/industries. The Group has a concentration risk policy that monitors concentration risk and aims

to optimise diversification. The ALCO regularly reviews concentration risk.

The total Outstanding Loan Portfolio remains concentrated in four countries: Pakistan, the Philippines, Ghana and

Tanzania. The Group is focused on growing the business in our other countries to address the concentration levels

in the above‑mentioned countries.

1.7

Tax risk

The Group may face adverse consequences due to failure to adhere

to tax laws and regulations.

Objective

To ensure compliance to applicable tax regulations at all times.

High

To mitigate these risks, the Group remains committed to staying updated on evolving tax regulations and ensuring

compliance with requirements. Additionally, the Group engages external tax consultants for expert advice on critical

matters and actively works with local tax authorities to resolve any issues.

2. Legal & compliance risk

2.1

Regulation risk

The Group may suffer losses or fail to optimise profitable growth due

to regulatory changes or non‑compliance.

Objective

To ensure that effective arrangements are in place to comply with legal

and regulatory obligations at all times.

Medium

The Group seeks to maintain robust compliance across its operations and will continue to enhance its compliance

monitoring activities, with a focus on providing adequate oversight of the appropriateness and effectiveness of

regulatory controls within its businesses.

The Group continues to review opportunities to seek microfinance banking licences in a number of countries, in line

with its strategic objectives.

The Group is advancing its plans to divest its India operations and has already surrendered its licence to the Reserve

Bank of India. The Group’s Kenya operations obtained a Digital Credit Provider (‘DCP’) licence.

2.2

Client protection risk

Risk of reputational loss for not ensuring client protection and transparency.

Objective

To ensure that business processes for product delivery and design adhere

to the Client Protection Principles (‘CPP’).

Medium

The Group strives to meet the highest standards in terms of Client Protection Principles and business transparency.

The Group’s operations have long been aligned with the Client Protection Principles. In 2025, the Group formalised

this commitment by signing the CPP Joint Statement, a globally recognised initiative led by Cerise+SPTF.

The Group’s ASA Model is anchored in close interactions with our clients, which enables the receipt of regular client

feedback. The Group continues to strengthen its commitment to enhancing practices in this area and delivering

greater value to our customers.

2.3

Anti-money laundering risk

Threat arising from inadequate measures to prevent and address anti‑money

laundering (‘AML’).

Objective

To ensure that anti‑money laundering procedures are well established.

Low

Risk is inherently low due to the nature of the clients and products – i.e. small businesses provided with small loans.

The Group seeks to ensure robust compliance, and an AML policy is in place, with AML officers appointed at the

entity level.

The Group’s ASA Model, which enables client verification and Know Your Customer (‘KYC’) procedures, is well

established. A suspicious transactions reporting procedure is in place. Financial crime monitoring modules have been

implemented in a number of countries.

Risk management (continued)

Principal risks (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk Risk level Managing the risk

3. Strategic risk

3.1

Growth risk

All risks and challenges associated with the Company’s operational

expansion.

Objective

To meet our strategic and business objectives and plans in a controlled

manner.

Low

The Group continues to strengthen its leadership, which saw solid growth across most of our markets, characterised

by stronger performance against targets and increased stability.

3.2

Competition risk

The Company may suffer losses or fail to optimise profitable growth

by not responding well to the competitive environment or failing to ensure

its proposition meets customer needs.

Objective

To understand competition threats and stay client focused.

Medium

The Group recognises that the competitive landscape is characterised by increasing competition in several markets

due to the expansion of digital financial services and increased outreach by both established and emerging players.

The Group continues to deliver on its Digital Financial Services (‘DFS’) proposition to complement the ASA Model

and respond to customer needs. In 2025, the Group went live in Ghana.

3.3

Reputation risk

Financial or reputational damage suffered due to possible negative perceptions

regarding the Group or any of its subsidiaries.

Objective

To be fully aligned with the interests of clients and other key stakeholders.

Low

The Group’s clearly defined corporate values and ethical standards are communicated throughout the organisation,

its customer base and other stakeholders. The Group’s impact is measured through various metrics. The Group

maintains close relationships with clients and the broader communities in which it operates and actively seeks

to strengthen these relationships.

3.4

Climate risk

The risk is related to potential negative impact of climate change

on the organisation and its clients.

Objective

To reduce clients’ vulnerability to climate change and to operate

as a sustainable Group.

Medium

The Group continues to seek ways to mitigate the impact of climate risk on our clients. The Group’s existing

client‑focused measures include collection holidays and relief support, while closely monitoring portfolio quality.

In parallel, SMART targets have been set to reduce environmental impact through energy‑efficient LED lighting,

adoption of electric motorbikes, solar panel installations, and the promotion of environmentally friendly practices

across all entities.

Risk management (continued)

Principal risks (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk Risk level Managing the risk

4. Operational risk

4.1

Human resource risk

The Group’s strategy may be impacted by not having sufficient skilled people

or being unable to attract and retain talent.

Objective

To have sufficient personnel to meet growth objectives.

High

The Group continues to strengthen its human resources framework and management in line with its strategic

objectives and to seek talent for key roles across the Group. Key leadership appointments were made in 2025 and

leadership development is ongoing. The risk is assessed as high in 2025 in recognition that it is a key priority and area

of focus for management, and a foundational pillar for achieving strategic objectives. This risk is expected to reduce

over time as the Group continues to enhance its bench strength.

Challenges in attracting, developing and retaining skilled staff persist in some instances, an example being

in our Myanmar operations, which continue to face skilled talent shortages due to migration driven by political

and economic instability.

The Group continues to enhance its Grievance Management Framework to receive and handle any complaints

or grievances from staff.

4.2

Fraud & integrity risk

The risk of incidents of fraud and misappropriation by staff or clients.

Objective

To have procedures in place to prevent and detect fraud & misappropriation

events carried out by staff or clients.

Medium

The Group adheres to the ASA Model’s operating procedures. This Fraud Management Framework incorporates

regular branch visits and checks, in addition to conducting fraud awareness by the Fraud and Misappropriation Unit

(‘FMPU’) and the Internal Audit team. In instances where fraud and misappropriation are detected, recommendations

and actions on appropriate disciplinary measures, recovery and legal action are undertaken.

The expansion of our fraud capabilities remains a key priority for the Group in 2026 and beyond, where we will

continue to invest to adequately support the Group’s strategic growth objectives, its increased digitisation and the

heightened fraud profile.

4.3

Business contingency risk

Potential adverse effects on operations resulting from unexpected events

or disruptions.

Objective

To ensure that there is adequate business contingency planning for smooth

running of operations.

Medium

Business contingency risk is generally low, as the Group seeks to maintain redundant servers and data recovery sites

at its entities. In the Philippines, natural calamities occasionally disrupt branch operations. These events are seasonal,

and branch offices are well prepared to manage such disruptions. The Group will continue to mature its Business

Continuity Management programme to enhance resilience.

4.4

Health & safety risk

Potential harm or injury to employees arising from workplace conditions

or activities.

Objective

To ensure a safe and secure work environment for staff.

Medium

The Group’s operations are anchored in the ASA Model, which requires that most of our staff are based in branches

located close to customer businesses and geographically spread. As such, workplace safety is a key focus for the

Group. Notably, our loan officers primarily rely on motorcycles as their main mode of transport, and the majority

of health and safety incidents were attributable to motorbike‑related accidents, including three fatal cases in 2025.

The Group continues to ensure valid licences, safety equipment and road safety awareness among employees

to mitigate this risk.

Risk management (continued)

Principal risks (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk Risk level Managing the risk

5. IT risk

5.1

Business continuity risk

The risk of system unavailability resulting in the disruption of critical business

operations.

Objective

To ensure that systems are available within a reasonable time.

Medium

The Group strives to ensure that adequate BCP and DR capabilities exist across subsidiaries and that all countries

have Disaster Recovery (‘DR’) sites, either on‑premises or in the cloud. Maturity varies across the entities, with ASA

Zambia Microfinance Limited experiencing system disruption in Q4 2025 as a result of infrastructure capacity

constraints and inconsistent backup testing, with remedial actions being taken to restore continuity and actions

being reviewed for applicability and enforcement across all entities.

The Group seeks in 2026 to reinforce evidence‑based restore testing and minimum backup standards to reduce

residual continuity risk. Internet connectivity resilience measures are maintained and will continue to be enhanced.

5.2

System vulnerability & cyber security risk

This risk is associated with system weaknesses exposing the organisation

to cyber-attacks.

Objective

To ensure that the IT stack is adequately protected by identifying

vulnerabilities and applying controls to reduce the likelihood and impact

of exploitation.

Medium

The Group aims to maintain a sound security posture. This includes quarterly internal firewall and vulnerability

reviews, supplemented by annual third‑party penetration testing. The deployment of endpoint and network security

controls, together with a regular patch management programme, supports the timely remediation of vulnerabilities.

A Security Operations Centre (‘SOC’) remains a key pillar for the Group and will continue to be progressively

expanded to improve detection and response.

5.3

Data privacy & protection risk

The potential of an adverse impact due to failures in how personal data

is collected, processed, stored, used, transferred, or disposed of.

Objective

To safeguard digital information throughout its entire life cycle to protect

it from corruption, theft, or unauthorised access.

Medium

The safeguarding of data is prioritised to ensure adequate data privacy for customer data and other sensitive data.

Data is protected and accessible only to authorised personnel, ensuring compliance with data privacy requirements.

Core technical protections, such as encryption and least‑privilege access, are implemented as part of the Group

baseline, with maturity varying across subsidiaries. ASA seeks to strengthen these capabilities across the Group.

5.4

IT support risk

Refers to speed and quality of resolving IT issues with operational impact.

Objective

Achieve operational resilience to ensure system availability, mitigate cyber

threats and ensure compliance with internal and regulatory timelines.

Low

The Group maintains a centralised support team alongside support within entities, which coordinate to ensure that

the speed and quality of resolving IT issues are geared to minimise operational impact. This approach has reduced

the likelihood of prolonged disruptions. Enhancements to IT bench strength in a number of countries are ongoing

to address increasingly complex technical demands as the Group seeks to achieve its digitisation strategic objectives.

Risk management (continued)

Principal risks (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Risk Risk level Managing the risk

5. IT risk (continued)

5.5

System access control risk

Refers to the potential for unauthorised access, misuse, or excessive

permissions within an organisation’s IT infrastructure.

Objective

To ensure that only authorised users can access an organisation’s digital

assets, thereby protecting the core systems from unauthorised access

or misuse.

Low

Access recertifications and segregation of duties (‘SoD’) controls are enforced, with prioritised remediation under

way in lower‑maturity subsidiaries to reduce access control weaknesses, expand MFA across critical applications,

and complete the PAM rollout.

5.6

IT fraud risk

Refers to the threat of fraud due to control gaps in IT systems and processes.

Objective

To ensure that discrepancies between system and procedures are identified

and mitigated to prevent digital fraud.

Low

The organisation maintains Maker‑Checker (dual control) protocols and comprehensive audit trails across key

systems such as AMBS and T24 to mitigate this risk.

A SOC remains a key pillar for the Group and will continue to be progressively expanded to improve detection

and response. Enhancements to the SOC, alongside global Identity and Access Management (‘IAM’) and Privileged

Access Management (‘PAM’) rollouts, are under way to reduce administrative loopholes and strengthen identity life

cycle controls across subsidiaries to mitigate increased exposure.

5.7

Data migration & transformation risk

The risk of permanent data loss, extended downtime, data corruption

or security breaches when moving data from one location to another.

Objective

To implement sufficient measures to ensure data integrity, quality

and operational resiliency during system migration activities.

Medium

Transition risk is mitigated through an experienced external partner and a spine team of migration specialists,

supporting the countries in the global rollout of the new Core Banking platform. Migration runs and validation cycles

by Business and Finance teams are performed, together with post‑rehearsal testing of critical reporting processes.

Risk management (continued)

Principal risks (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report Corporate Governance Financial Statements Additional Information

Responsible

practices,

sustainable

growth

51 Advancing the SDGs

52 Socially responsible

63 Environmentalresponsibilityandresilience

This Environmental, Social, and Governance (‘ESG’)

report outlines the Company’s commitment to

responsible business practices and sustainable

growth. It provides an overview of our ESG

performance, showcasing our efforts to integrate

sustainability into our operations while creating

long-term value for stakeholders.

Contents

ASA International Group plc

Annual Report and Accounts 2025

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

ESG Report

ESG Report (continued)

Environmental

The Environmental pillar reflects

how environmental factors interact

with ASA International’s operations,

encompassing both the impact of the

Group on the environment and the

effects of environmental changes

on the Group’s business.

Social

The Social pillar outlines ASA International’s

approach to managing relationships with its

colleagues, clients and the communities in

which it operates, with a focus on inclusion,

well-being and positive social impact.

Governance

The Governance pillar covers the

frameworks, policies and practices that

support sound decision-making, ethical

conduct and effective oversight across

ASA International’s operations to

establish itself as a responsible business.

This report provides an overview of the ESG

performance of the Company, highlighting

its commitment to responsible practices.

Throughout 2025, the Company has achieved progress towards its

climate goals and Diversity, Equity, and Inclusion (‘DEI’) targets while

setting new objectives for 2026. The Group has signed the Client

Protection Joint Statement, and all entities have enrolled in the Client

Protection Pathway. Surveys assessing client and employee impact

and satisfaction have been conducted, thoroughly reviewed, and

shared with the entities to support targeted actions for improvement,

alongside ongoing enhancements to practices, data quality, and

analytical insights.

The Company has also undertaken a range of initiatives to support

and actively engage with the communities in which it operates.

The Company is also strengthening its approach to sustainability

reporting and impact measurement in anticipation of evolving

disclosure frameworks, including the UK consultation on

Sustainability Reporting Standards. This work enhances the

Group’s understanding of how its operations affect clients and

local communities, including social and environmental impacts,

and supports more informed risk management and strategic

decision-making.

Read more on page 63 Read more on page 52 Read more on page 75

ESG Report

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

ASA International Group plc

Annual Report and Accounts 2025

ESG Report (continued)

Advancing the SDGs

Through its responsible business model, the Group actively supports

the sustainable development agenda, working most actively towards

the five Sustainable Development Goals (‘SDGs’) below.

Total loans disbursed (USD)

1,509.4m

Clients served

2.8m

Female clients

97%

Gender diversity employees

38%

Branches

2,232

Taxes (USD)

47.4m

Employees

15.2k

Employee satisfaction rate

72%

Community projects spend (USD)

0.7m

Social Performance Indicator (‘SPI’)

88%

Target focus areas:

SDG 1: 1.2, 1.4, 1.5

No poverty

The Company is committed to making

a social impact, being a microfinance

institution providing socially responsible

financial services, such as loans, targeted

at predominantly low-income female,

small business owners. The Company

is driven by advancing financial inclusion,

by increasing the number of female

low‑income micro‑entrepreneurs with

little or no access to formalised credit

resources, increasing self‑employment

opportunities, and thereby, alleviating

poverty.

Target focus areas:

SDG 5: 5.5, 5.a, 5.b

Gender

As women generally have good loan

repayment behaviour and money

management, the Group is convinced

that by serving primarily women

through business loans, the Group

enhances these women’s independence

and decision‑making stature at home

and in their communities. Additionally,

the Company is committed to providing

equal opportunities for employment

and promotion.

Target focus areas:

SDG 8: 8.3, 8.5, 8.10

Decent work and

economic growth

The Company provides socially

responsible employment opportunities

to employees and services to its clients.

The increased earnings of the Group’s

clients are used to expand their

businesses. Many clients buy and sell

goods and the increased trading activity

boosts the local economy.

Target focus areas:

SDG 9: 9.3, 9.4

Industry, innovation,

and infrastructure

The Company supports industry,

innovation and infrastructure by

increasing the access of small-scale

enterprises to financial services

and through the establishment of

an extensive branch network and

operations across thirteen countries.

Our move towards also offering digital

financial services further enhances

innovation and scalability.

Target focus areas:

SDG 10: 10.1, 10.2

Reduced inequalities

By offering loans to women, the Group

enables the use of disposable income

for essential household needs, such as

education, health, nutrition, sanitation,

and housing. This supports economic

development and leads to socioeconomic

progress in the communities. Additionally,

0.5% to 1% of operating subsidiaries’ profits

fund projects related to health, education,

and relief, benefiting the communities

where our clients reside and work.

Read about our DEI efforts on page 58 Read about our digital journey on page 20

Read more about our Socially responsible business model on pages 13 and 53.

Read about how we support colleagues

on page 55

Read about our community initiatives

on pages 59 and 60

Other UN SDGs supported

Through its community projects and environmental commitments, the Company aims to contribute, albeit

on a smaller scale, to the prevention of hunger, good health and well‑being, quality education, clean water

and sanitation, sustainable cities and communities, climate action and partnerships for the goals.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Socially

responsible

Embedded social

responsibility

In line with ASA International’s purpose,

the social aspect of ESG is engrained

in its daily operations. The Company

is committed to acting responsibly

and safeguarding the interests of its

stakeholders while adhering to human

rights. The lending ASA Model is at

the heart of how the Company serves

its clients, community, and colleagues.

Universal Standards

for social performance

Our average scores on the seven dimensions

of the Universal Standards as part of internal

SPI5 Alinus assessment.

Social Strategy

Committed Leadership

Client-centred

Products and Services

Client Protection

Responsible Human

Resource Development

Responsible Growth

and Returns

Environmental

Performance Management

81%

87%

97%

91%

94%

92%

95%

69%

63%

95%

92%

84%

77%

2025 2024

Social Strategy

Committed Leadership

95%

92%

81%

87%

Client-centred

Products and Services

84%

77%

Client Protection

97%

91%

Responsible Human

Resource Development

94%

92%

Responsible Growth

and Returns

95%

Environmental

Performance Management

69%

63%

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ASA International Group plc

Annual Report and Accounts 2025

ESG Report (continued)

Prioritising

our clients

The Group prioritises the well-being and

empowerment of its clients. Through a

holistic approach, it integrates principles

of client protection and engagement

across its operations.

Fostering financial inclusion

The Group views financial inclusion as a key

driver of socioeconomic development and

embeds this objective within its core business

practices. Affordability is maintained through

regular benchmarking of loan interest rates

against comparable providers across its operating

subsidiaries, ensuring competitive pricing remains

an integral element of the ASA Model. Access

to finance is further strengthened through a

standardised and transparent lending approach that

reduces barriers related to collateral requirements

and delivers doorstep services through Group‑

based lending without joint liability. Alongside

these measures, the Group continues to assess

and expand digital solutions to enhance operational

efficiency and broaden access to its financial

services. The Group applies transparent pricing

practices that are aligned with prevailing market

levels and support the delivery of responsible

financial services while maintaining long‑term

financial sustainability.

ASA Kenya

KEPSA SME Enablers Award – 1st Runners Up in

the Overall Market Access Enabler Category for

ASA Kenya’s significant contribution to advancing

the growth and success of SMEs across the country

by Jubilant Stewards of Africa (‘JSA’) Kenya Private

Sector Alliance.

ESG case study

From small beginnings to steady growth

“My journey as a small‑scale shoe manufacturer

from North Okkalapa Township began with

limited tools and working capital. Producing

shoes in small quantities, I often struggled

to buy raw materials like leather, soles and

accessories in bulk, which limited both my

production capacity and profit margin.

“I joined ASA Myanmar on 16 May 2018, and

my first loan of MMK 1,500,000 allowed me

to purchase essential materials and improve my

basic production tools. This support helped me

increase production and fulfil customer orders

on time. As my business income stabilised,

I was able to repay my loans and qualify for

higher financing.

“Over successive loan cycles, my business

has grown steadily. My latest loan of MMK

3,000,000 has helped me strengthen my

raw material supply and improve production

efficiency. Today, I supply shoes to local markets

and regular customers, provide stable income

for my family, and even create temporary

employment during peak production periods.

I no longer rely on informal lenders and feel

confident managing my enterprise.

“ASA Myanmar has empowered me to transform

my skills into a sustainable business, proving

that small enterprises can thrive with proper

financial support.”

Empowering through responsible lending

Empowering clients through responsible lending

is central to the Group’s ethos, embedded within

the ASA Model. Loan officers assess the needs

and capacities of potential clients, evaluating both

repayment capabilities and the potential impact

of loans on their businesses to prevent over‑

borrowing. The Group offers fair and transparent

products with clear terms, no hidden fees, and

financial education to help clients make informed

decisions. Additionally, strict data security

measures protect client information, fostering

trust and ensuring long‑term financial well‑being.

Through this approach, the Group empowers

clients to unlock their full potential for economic

growth.

Upholding Client Protection Principles

Transparency and accountability are central to

the Group’s client‑centric business model and are

operationalised through its formal commitment

to internationally recognised client protection

standards. The Group adheres to the Client

Protection Principles (‘CPP’) developed by the

Smart Campaign, which set out the minimum

standards of protection that microfinance clients

should expect from their financial service providers.

In 2025, all Group entities formally signed the

Client Protection Pathway, reaffirming their

commitment to responsible lending practices,

fair treatment of clients, and the safeguarding of

ASA Tanzania

ASA Sierra Leone

Recognition of the institution’s contribution to

empowering women entrepreneurs across Tanzania

through various financial solutions by ABSA BANK,

Tanzania.

Awarded as MFI with the highest outreach

by Sierra Leone Association of Microfinance

Institutions (‘SLAMFI’).

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Prioritising our clients (continued)

clients’ rights. In the same year, the Group also

became a signatory to the Joint Statement on

Client Protection, further demonstrating its

alignment with industry‑wide efforts to promote

ethical and transparent microfinance practices.

To monitor and strengthen its performance,

the Group conducts an annual assessment of its

compliance with the Client Protection Principles

through the Client Protection Standards, which

form a core component of its Social Performance

Indicator assessment. Based on the results of

this assessment, the Group identifies gaps and

implements corrective actions on a phased basis,

enabling continuous improvement in client

protection practices across its operations.

By embedding these standards into its business

processes, the Group enhances accountability,

mitigates client‑related risks, and reinforces trust

and confidence in its relationships with clients.

Listening and responding to feedback

The Group values client feedback and has established

formal mechanisms to ensure concerns are addressed

in a timely and effective manner. Clients can submit

feedback and complaints through the Client

Complaint Resolution Committee (‘CCRC’) using

multiple channels, including a dedicated hotline/

phone call, the most preferred channel among

clients, as well as a branch suggestion box and email.

In selected entities, clients may also submit

complaints through standardised e‑forms. In 2025,

the Group received a total of 1,000 client complaints,

of which 938 were resolved during the year, while

62 remained in progress at year‑end. Complaints

primarily related to operational matters, including

service delivery, loan application outcomes, and staff

conduct. Reported issues were addressed through

policy clarification, direct engagement with clients,

and targeted staff training and awareness initiatives.

The higher number of complaints recorded in 2025

compared to previous years reflects the Group’s

enhanced efforts to raise client awareness of

1 In 2025, the SPI5 assessment was not carried out

in India, Zambia, and Sri Lanka.

available grievance mechanisms, as well as the

inclusion of complaint data from Pakistan, which has

been reported from this year onward. In subsidiaries

where complaint volumes remain relatively low,

the Group has initiated additional measures to

strengthen client awareness of the complaint

handling process and available reporting channels.

Measuring impact and ensuring client

satisfaction

To ensure our services create meaningful impact

and to support informed decision‑making, the

Group regularly conducts client satisfaction

surveys to assess service quality and outcomes.

Recognising the importance of accurate and reliable

data for measuring client economic improvement,

the Group is undertaking initiatives to enhance

clients’ financial literacy, which is expected to

improve data quality and strengthen impact

analysis. Due to ongoing refinements to the Client

Economic Yield (‘CEY’) questionnaire, data quality

limitations prevented disclosure for the reporting

year. A revised questionnaire, designed to better

address client challenges in bookkeeping, was

piloted in Kenya alongside targeted training

initiatives. The pilot demonstrated strong client

interest in financial learning, while also highlighting

gaps in practical record-keeping, reinforcing the

continued need for targeted financial literacy

support. Further refinements are under way, with a

phased rollout across entities under consideration.

Client satisfaction remained strong and consistent

during the year, at 84%, with clients highlighting the

loan approval process, suitability of loan products,

and loan duration as key strengths. In addition, 94%

of clients reported having referred the organisation

to friends and family. This year, the sampling

methodology was updated to include clients

from different regions, ensuring more diverse

perspectives and reducing location‑based bias.

In Sierra Leone, for example, client feedback has

led to discussions around initiating community‑

based programmes to provide additional services

beyond credit.

Read more about the Group’s policies and practices

to protect clients on pages 73 and 74

In addition, the Group uses tools such as the Social

Performance Indicator (‘SPI’) to internally assess

its impact on client well-being and economic

empowerment. Overall, the Group achieved an

SPI score of 88, with strong performance in client

protection, leadership, human resources, and

growth. Environmental performance scored

comparatively lower, primarily due to the absence

of green loan products, although environmental

risk awareness and staff training are in place.

As this is a self-assessment, some variation across

dimensions is expected, and areas showing a

decline are currently under review. See the score

per dimension on page 52.

Read more about how the tools and indicators for

protecting clients are calculated on pages 203 and 204

and see the impact of the loans on clients in our outcome

indicators on page 04

ESG case study

Finding my own way

to support my family

“For a long time, life was not easy for my

family. Every day, I was worried about small

things, how to manage food, pay school fees,

and cover household expenses. I wanted to

do something on my own. After getting a loan

from ASA Pakistan, I started keeping livestock.

The first loan was PKR 12,000; it helped me

get started. I worked slowly, repaid the loan,

and then took another when I felt ready.

“Over the years, I completed several loan

cycles and gradually grew my work. By 2025,

I was able to take loans of PKR 120,000 and

later PKR 150,000. Now I can manage my

household expenses, pay my instalments

regularly, and earn from selling milk. I feel more

secure than before, and I’m proud that I can

contribute to my family through my own work.”

ASA Pakistan

Received the Impact Investment Award

(Champion Category) and was also recognised

as the Top Microfinance Bank by Active

Borrowers (Conventional Category) by the

Pakistan Microfinance Network.

Client retention rate

80%

2024: 80%

Net Promoter Score

94%

Client satisfaction rate

84%

2024: 84%

Loan products are able

to meet clients’ needs

87%

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

Encouraging growth and advancement

Developing and retaining talent remains a priority

for the Group as it strengthens its leadership

bench to support long‑term growth. Promotion

opportunities are offered to employees who

demonstrate strong leadership qualities and

embody the Company’s values and core principles

of the ASA Model.

With a staff retention rate of 75%, retention

improved slightly compared to the previous year.

While turnover remains low in several markets,

attracting and retaining skilled staff remains a

focus in others, particularly where external labour

pressures persist. The Group therefore continues

to prioritise internal career progression and

leadership development.

In 2025, 1,869 promotions were recorded,

including many loan officers advancing to assistant

branch managers. Female employees accounted

for 36% of total promotions, supporting efforts to

strengthen gender diversity in leadership pipelines.

ESG Report (continued)

Supporting

our colleagues

The Group is committed to fostering

a supportive and inclusive workplace

environment where colleagues can thrive

and grow professionally. Through various

initiatives and policies, the Group

endeavours to recruit, develop, and retain

talent while ensuring motivation, well-

being and safety of all employees.

Recruiting young talent

The Group focuses on recruiting young graduates,

often from rural or semi‑urban backgrounds, who

are passionate about working with low‑income

communities. Despite economic and political

challenges in some regions, the Group successfully

onboarded 5,342 new team members across its

operating subsidiaries in 2025. This recruitment

strategy ensures the Group continues to bring fresh

perspectives and energy to its mission of financial

inclusion. As of 2025, 44% of our workforce are

under the age of 30, reflecting a young and

dynamic talent pool.

Training and development

To nurture this talent, the Group emphasises

on‑the‑job training, supplemented by a

comprehensive 12-day Pre-Service Orientation

(‘PSO’) programme. During PSO, new colleagues

are introduced to the Company’s heritage, mission,

core values, Code of Conduct, HR policies, loan

appraisal process, client selection, and financial

procedures, among other essential topics. In 2025,

8,559 employees underwent PSO, equipping them

with the foundational knowledge and skills needed

to excel in their roles.

Training continues to play a pivotal role as

employees advance into senior positions, covering

a wide range of areas such as data protection,

delinquency management, interest recalculation

under the EIR method, anti‑money laundering,

audit and tax compliance, diversity and inclusion,

quality improvement, upskilling, cybersecurity,

leadership, risk management, and other role-

specific capacity‑building programmes. In 2025, the

Group recorded a total of 30,977 training attendees

and 201,704 hours of training, as part of its

commitment to continuous learning and

development. Furthermore, we are strengthening

our workforce development approach by engaging

supervisors in identifying individual growth areas

and recommending targeted training areas.

Performance Management System

In 2025, the Group launched a pilot Performance

Management System at its head offices to

strengthen alignment between individual

performance and organisational priorities, while

fostering a culture of accountability and

development. The pilot engaged over 100

employees and managers and introduced a

structured framework centred on three core

performance KPIs alongside a dedicated growth

KPI focused on learning. The process encouraged

constructive, two‑way performance conversations

and established a shared performance language

across headquarters, improving clarity on

expectations and perceived fairness in evaluations.

Building on the pilot’s success, the Group will focus

in 2026 on further strengthening the framework

and preparing it for scalable implementation across

the organisation.

Prioritising employee satisfaction and

well-being

Supporting colleague satisfaction and well‑being

is key to a positive work environment. The Group’s

annual employee satisfaction survey reports a

72% satisfaction rate, with most employees

feeling valued, treated fairly, and connected to the

Company’s mission. However, feedback highlights

areas for improvement, particularly in staff

accommodation, benefits, work‑life balance,

and stress management, which remain priorities.

These areas continue to be monitored, with

accommodation arrangements and employee

benefits reviewed periodically at country level

and adjustments made where appropriate.

A revised survey methodology was introduced

this year, including refinements to the questions

and scoring approach to reduce bias and improve

the quality of insights. As a result, the reported

satisfaction figures reflect a new baseline rather

than a direct comparison with prior years. A

detailed dashboard now enables each operating

country to better identify and address key areas

for improvement.

ASA Rwanda

Rwanda Women in Business Award – Financial

Employer of the Year (SME) by 1000 Hills Events

ESG case study

Financing dreams,

educating generations

“My journey started in 2011 with a ₱10,000

loan for my bakery. When setbacks came,

I adapted by starting a pisonet (Mini internet

cafe) business with 20 units and later

growing a retail store that expanded over

time, allowing me to increase my inventory,

serve more customers in our community,

and create a reliable income for my children’s

schooling and our household needs. I treated

every loan as business capital and paid

regularly to grow my limit. My goal was clear:

fund my children’s education and strengthen

our livelihood. Years of discipline paid off.

All my sons now have stable careers, and

our family manages a store and pisonet from

our two‑storey home. My advice is to borrow

responsibly, invest in income, and think

long term.”

Read more about employee development and value

embodiment on page 82

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Supporting our colleagues (continued)

Implementing robust mechanisms

for addressing employee concerns

The Group has implemented robust mechanisms

to address employee concerns and maintain a

constructive work environment. Employees are

encouraged to report any actions that may violate

laws, regulations, or Company policies through

a whistleblowing system. In 2025, seven

whistleblowing incidents were recorded.

Investigations were completed for all cases except

one reported in the final quarter, and concluded

cases led to corrective actions such as policy

revisions, partnership reviews, and strengthened

internal controls.

Employees are encouraged to report serious

concerns related to misconduct, regulatory

breaches, or risks to the Company or the public

interest directly to the Group Whistleblowing

Protection Officer. During the year, the

Whistleblowing Policy was revised and supported

by enhanced communication and ongoing

awareness initiatives. All cases are investigated

by the Group Head of Internal Audit under the

oversight of the Audit and Risk Committee, with

disciplinary measures implemented in accordance

with the staff handbook.

To further enhance transparency and

accountability, the Grievance Mitigation Committee

(‘GMC’) continues to address appeals and

complaints related to workplace concerns. In 2025,

the GMC handled a total of 50 cases, comprising

20 appeals, 26 complaints, and four direct

complaints. Direct complaints are related to

sensitive and serious concerns and are submitted

directly to the GMC to ensure confidentiality

and impartial review. Complaints are raised by

employees who feel mistreated or believe their

employment rights have been violated.

These are reported to supervisors or management

and escalated to the GMC when required.

Investigations led to corrective actions such as

warnings, fund recoveries, transfers, dismissals,

and contract terminations. Alongside this, the GMC

promotes prevention through regular training and

awareness programmes to foster a respectful and

supportive workplace culture.

Read more about how whistleblowing is overseen

on page 94

Ensuring employee health and safety

The Group continues to prioritise the

implementation of strict protocols to ensure the

health and safety of its employees. These protocols

include the regular monitoring and control of health

and safety risks, the provision of safety and

awareness training and the enforcement of

preventive measures. In addition, a three‑tiered

accident and incident monitoring system is in place,

as well as the integration of health and safety

committees and occupational health checklists in

each operating subsidiary, ensuring comprehensive

supervision and monitoring throughout the Group.

In response to workplace incidents or illnesses,

the Group quickly implements emergency measures

or corrective actions. It is worth noting that 234

accidents and five fatalities (health issues and

road accidents) were recorded during the year.

In response to the number of accidents increasing,

the Group has proactively engaged countries with

high accident rates to improve safety measures.

Despite robust safety measures, including traffic

rule enforcement, licence requirements, helmet

use, vehicle maintenance, and awareness

campaigns, 83% of accidents involved motorcycles.

Read more on our KPIs on page 24

ESG case study

Celebrating culture

and unity: ASA Zambia’s

Independence Day

celebration

The ASA Zambia team came together

to proudly celebrate Zambia’s 61st

Independence Day, marking the occasion

with unity, colour, and cultural appreciation.

The office was brought to life with vibrant

traditional attire, as colleagues wore

beautifully patterned kitenge and other

cultural dress that reflected the country’s

rich heritage.

The celebration was further enriched

through the sharing of local cuisine, with a

variety of traditional dishes that highlighted

Zambia’s diverse culinary traditions. Beyond

the festivities, the event served as a

meaningful reminder of the nation’s history,

resilience, and progress.

The gathering fostered a strong sense of

community among team members, creating

space to honour national pride while

strengthening workplace bonds. Through

this celebration, ASA Zambia reaffirmed its

commitment to embracing cultural diversity

and promoting an inclusive and respectful

work environment.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Cultivating an inclusive corporate culture

We foster a dynamic corporate culture built on our values of integrity, professionalism and teamwork.

ESG case study

Fostering an inclusive

workplace at ASA

Pakistan

In December 2025, ASA Pakistan conducted

Gender Sensitisation Training to reinforce

empathy, respect and inclusion across the

teams. The Gender Sensitisation Training

covered key topics such as understanding

unconscious bias, promoting respectful

interactions, and fostering inclusive

workplace practices. It equipped teams

with practical strategies to support diversity,

equity, and inclusion in their daily work. By

fostering awareness and small behavioural

changes, the initiative contributes to building

a more inclusive and respectful workplace.

Core values driving our culture

Committees upholding sustainable growth, inclusion, and accountability

Employee growth and development

Professionalism

We uphold responsible, reliable, and accountable

leadership, ensuring operational efficiency, role

ownership, and a commitment to continuous learning.

Executive Committee

Provides strategic leadership

and decision-making to drive

business growth, operational

excellence, and alignment with

organisational goals.

Performance & Accountability

Aligned performance framework driving clarity,

ownership, and growth across the organisation.

Staff and client

satisfaction surveys

Diversity, Equity, and

Inclusion (‘DEI’)

Committee

Promotes a diverse, inclusive,

and equitable workplace

by fostering policies and

initiatives that support

equal opportunities and

representation.

Continuous Learning & Development

Development opportunities that empower employees

to build skills and advance their careers.

Diversity and

inclusion metrics

Sustainability

Committee

Oversees the integration

of ESG principles into business

strategy and operations,

ensuring long‑term

sustainability and responsible

growth.

Growth Measurement & Metrics

Clear KPIs and growth indicators that promote

transparency, feedback, and capability building.

Stakeholder feedback

Grievance

Mitigation Committee

Facilitates a structured

process for addressing

employee concerns, ensuring a

fair and transparent resolution

mechanism to maintain a

positive work environment.

Grievances received

Client Complaint

Resolution Committee

Ensures prompt and fair

resolution of client concerns,

enhancing service quality and

reinforcing customer trust

and satisfaction.

Health and

safety data

Regular reporting

to ExCo and Board

Internal and

external audits

Integrity

We maintain consistency, trust, transparency,

respect, and equality, adhering to high ethical

standards while fostering fairness in all interactions.

Teamwork

We cultivate a collaborative and supportive

environment that encourages knowledge sharing and

empowers team members to achieve common goals.

Monitoring progress and ensuring transparency

Supporting our colleagues (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

225106

1414

9,2065,654

Promoting diversity and inclusion

As a global company present in 15 countries, the

Group celebrates its culturally diverse workforce.

In terms of gender, in 2025, the operating

subsidiaries represent 38% of the Group’s overall

female representation, broken down into East

Africa: 16%, West Africa: 9%, East Asia: 9% and

South Asia: 4%. Due to cultural reasons in South

Asia and safety issues related to travelling alone,

hiring women continues to be a challenge in this

region, which impacts the Group’s overall gender

representation. Female representation at the senior

leadership level is 32%. In terms of age, 44% of the

Company’s employees are under 30 years old and

1% over 50.

Efforts to improve gender representation include

the formation of a Diversity, Equity, and Inclusion

(‘DEI’) Committee, the approval of a DEI policy, and

the establishment of goals and targets to improve

gender representation at various organisational

levels across all entities. Improving female

representation is a key priority for us, aligned

with our mission and commitment to female

empowerment and creating inclusive opportunities

for women. Progress on these targets is regularly

evaluated through progress reports and bi‑annual

meetings with the DEI Committee and the CEOs

of the operating subsidiaries. These meetings not

only assess progress but also focus on addressing

the challenges when targets are not met. The

implementation of gender diversity targets has led

to a measurable increase in female representation

in leadership roles across several markets. At the

mid‑level supervisory tier, a number of subsidiaries

achieved their target of over 40% female

representation. Female participation in committees

and interview panels also increased across most

operations, further strengthening inclusive

decision-making and governance practices across

the Group.

In markets where targets were not fully met,

underlying challenges and structural barriers are

being reviewed. Targeted action plans are being

developed, supported by enhanced recruitment,

leadership development, and succession planning

initiatives to accelerate progress toward

established goals.

Number of Board Directors

Number of senior employees

, other than Board

Directors

Number of Independent Directors of subsidiaries

Number of employees, other than Board Directors

and senior employees

106

5,654

Female

Male

225

9,206

1 Includes Non-Executive Directors, excluded from Group

headcount calculations. Figures as at 31 December 2024.

2Senioremployeesidentifiedasmaterialrisk-takerswho

are not Directors or subsidiary Directors.

3 Includes subsidiary Directors who are excluded from

Group headcount calculations.

4 Not including Directors appointed on the Board of the

plc.

ESG Report (continued)

ESG case study

Mubukwanu Sitali, Loan Officer, ASA Zambia

ESG case study

Empowering persons

with disabilities

“What I enjoy most about my role is working

directly with clients and supporting them as

they work towards their goals, whether that

means growing a small business, managing

household finances, or investing in their

children’s education. One experience that stays

with me is helping a small business owner who

had been rejected by several lenders. By taking

the time to listen, understand their situation,

and provide a loan that matched their capacity,

I was able to support them in moving forward.

Seeing the relief and confidence clients gain

when they feel understood and respected

makes this work very meaningful to me.

“Working here has helped me grow both

professionally and personally. While working

here, I was able to complete my bachelor’s

degree in accounting and finance, which has

strengthened my skills and sense of

responsibility in my role. The training, guidance,

and feedback I receive encourage me to keep

learning and improving. Knowing that my work

helps people build better livelihoods gives me

a deep sense of purpose and pride every day.”

ASA Pakistan’s Access Ability Careers event in

Karachi provided 450 persons with disabilities

an opportunity to explore inclusive careers

through stalls, career counselling, and CV

submissions. Participants gained awareness

of job opportunities, built networks, and

enhanced confidence and communication skills.

One participant, Shayam Chohan, a visually

impaired professional, secured a role as a Phone

Banking Officer at ASA Pakistan Head Office.

This opportunity allowed him to achieve

financial independence, support his family,

and grow professionally.

Read the diversity listing rule disclosure

on page 100

Supporting our colleagues (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

Engaging our

communities

The branches of the operating

subsidiaries, being an integral part of

the communities in which they operate,

undertake social impact initiatives to fulfil

their commitment to social welfare.

The operating subsidiaries, through their branch

networks, play an active role as members of the

communities they serve and regularly undertake

social impact initiatives as part of their commitment

to social welfare. These initiatives are largely driven

at the branch level, where field staff maintain close,

ongoing relationships with clients and community

members and are therefore well placed to identify

local needs. To support these efforts, the

Company’s subsidiaries allocate between 0.5%

and 2% of their net profits to corporate social

responsibility (‘CSR’) activities, in line with local

regulatory requirements. To ensure that resources

are directed where they create the greatest impact,

the Group conducted a study to better understand

the priorities of clients and communities. Based on

the feedback received, programmes were designed

and implemented, focusing on key areas such as

health, education, environmental, and disaster

relief. These initiatives are widely valued by

employees, clients, and the broader community

and reinforce the Group’s commitment to inclusive

and sustainable development.

ASA Rwanda

VOTE OF THANKS – Community Health Insurance

& Economic Resilience awarded by DORCAS

CONSOLATION FAMILY

Health Education

Improving access to essential

healthcare and promoting

preventive care is central to

strengthening community

well‑being. Across multiple regions,

subsidiaries delivered a range of

programmes to raise awareness,

expand access to services, and

reduce health risks, including free

medical screenings, health camps,

blood donation drives, and the

distribution of medicines and safety

materials.

Support was also provided to

hospitals and health centres

through donations of equipment,

consumables, and targeted

infrastructure improvements.

Community initiatives addressed

water, sanitation, and hygiene

through combined clean‑up and

health outreach campaigns, while

targeted programmes offered

health kits, nutrition support, and

hygiene products to vulnerable

groups. Collectively, these efforts

enhanced health awareness, early

detection, and community

resilience.

Receiving quality education

is fundamental to advancing

socioeconomic progress and

reducing poverty, as higher levels

of education are linked to greater

financial independence and

economic participation. Across

its operating regions, the Group

supported access to learning

and skills development through

initiatives such as bursaries and

scholarships, the distribution of

educational materials to schools and

vulnerable students, and training

programmes focused on financial,

digital, and organisational literacy.

Additional efforts included support

for students with disabilities, the

provision of reusable sanitary pads

to help girls remain in school, and

improvements to school facilities.

Together, these initiatives

strengthened educational access,

encouraged academic achievement,

and supported inclusive human

capital development.

Promoting early detection

A dedicated breast cancer

awareness and screening campaign

promoted early detection and

preventive care, reaching nearly

2,000 participants and addressing

key knowledge gaps around

self‑examinations and routine

screening.

Dozens of participants were

referred for further evaluation,

underscoring the need for

continued awareness and

accessible follow‑up care. Strong

engagement reflected growing

recognition of early detection

as essential to improving health

outcomes.

Impact indicators 2025

• 98,613 people supported

with health initiatives

• 12,982 participants received

health and safety materials

• 19 health camps conducted

reaching 2,907 people

• Over USD 38k in donations

to individuals and hospitals

Supporting learning through

educational materials in Myanmar

An educational materials

programme in Myanmar improved

access to learning by distributing

essential study supplies to

vulnerable students across

operating areas. Through branch‑

led activities carried out in

partnership with local schools

and community stakeholders,

approximately 11,000 students

were reached. The initiative helped

students remain engaged in their

studies while easing education‑

related costs for families.

Impact indicators 2025

• 35,997 people supported

through education initiatives,

including 30,990 children

• 600 persons with disabilities

supported in accessing learning

and career opportunities

• 29,794 students received

study materials

• USD 41,924 spent on donations

and scholarships, directly

reaching 3,284 children

ESG Report (continued)

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

Environment Disaster relief

The Company is committed

to fostering resilient communities

and promoting environmental

stewardship for present and future

generations. Subsidiaries promoted

environmental sustainability

through tree planting, climate

awareness, and waste

management initiatives.

In collaboration with public

institutions and community

partners, tree seedlings were

planted in schools and public

spaces. Awareness sessions on

climate change and waste

management were delivered to

clients and community members,

alongside clean‑up drives improving

local environments. Together, these

efforts strengthened environmental

resilience and encouraged

sustainable practices.

The Group responds promptly

to emergencies affecting clients

and communities, providing relief

following fires, floods, earthquakes,

storms, and other natural disasters.

Support includes the distribution

of food, water, medicines, and

essential household items, as well

as direct financial assistance to

affected families.

Beyond immediate relief, the

Group contributes to recovery

and resilience efforts, including

rehabilitation support and targeted

investments in flood‑prevention

and adaptation infrastructure.

These interventions aim to ease

hardship and support communities

in rebuilding their livelihoods.

Improving market hygiene

in Nigeria

A Clean‑A‑Market campaign at

a major market in Lagos engaged

more than 800 participants in a

coordinated clean‑up to improve

hygiene. Traders received

protective materials to support

ongoing cleanliness, and over 100

individuals benefited from free

health screenings. The initiative

strengthened environmental

awareness and promoted healthier,

more sustainable market spaces.

Impact indicators 2025

• 24,100 participants engaged

in clean‑up activities

• 13,174 people received climate

and waste awareness training

• USD 8,137 contributed to

biodiversity efforts

Supporting communities during

the Ditwah Cyclone in Sri Lanka

Following severe flooding and

landslides caused by the Ditwah

Cyclone in November 2025, relief

efforts were mobilised across

affected areas. Teams distributed

cooked meals, dry food parcels,

and drinking water to 743 people.

Colleagues also assisted with

cleaning flood‑affected homes,

supporting community recovery.

Impact indicators 2025

• Over 25,000 natural disaster

relief programme participants

• 26,449 people received food

• USD 13,514 donated for

emergency support

• USD 19,935 invested for

adaptation infrastructure

development

ESG Report (continued)

Engaging our communities (continued)

2025 performance

USD spent

668k

Programme participants

286k

Initiatives

1,735

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

Feature story – Our communities

In 2025, ASA Kenya continued to strengthen its support for sustainable livelihoods by

expanding its climate-smart agriculture programme. Building on the foundations laid in

previous years, the programme has grown in scale, depth, and ambition, combining farmer

training, practical demonstrations, strategic partnerships, and powerful client stories.

Reaching farmers where they are

Climate‑smart agriculture at ASA Kenya begins

with a simple principle: solutions must fit farmers’

realities. In urban areas, that means working

within small spaces. In rural communities, it means

responding to soil degradation, water stress, and

increasingly unpredictable weather.

In 2025, this approach took shape through a series

of trainings that reached more than 180 client-

farmers across the country. In Dandora and

Mombasa, urban farmers explored rabbit rearing

as a practical, low‑input enterprise, learning how

it can generate income, provide nutrition, and

support crop production even where land is limited.

In Tala and Engineer Town, the focus shifted to

broader climate-smart practices. Farmers examined

how climate change is affecting their farms today

and learned practical ways to protect soil, conserve

water, and strengthen crop and livestock production.

Hands‑on learning brought these ideas to life.

In Engineer Town, farmers constructed cone and

moist gardens, seeing first‑hand how small plots

can deliver year‑round food and income.

Across locations and farming systems, the message

was clear. Climate‑smart agriculture is not about

scale. It is about smart choices, practical

knowledge, and the confidence to adapt.

No. of farmers trained (2024-2025)

500+

Climate‑smart agriculture: from awareness to action

SDGs

These women are mothers and

caregivers. In the face of climate

change, they must continue

to provide for their families.

DR ALICE RUTO, DIRECTOR, KEPAWAE

ACHIEVE SUSTAINABLE

IMPACT

Strategy

PROFESSIONALISM INTEGRITY TEAMWORK

Values

ASA International Group plc

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Sharing knowledge helps others

thrive. Access to timely loans and

flexible repayment has helped us

plan better and grow with

confidence.

LYDIA WACUKA, FARMER AND CLIENT

Feature story – Our communities (continued)

Partnerships that deepen impact

A key strength of the programme is collaboration

with expert partners. ASA Kenya continues to

work closely with KEPAWAE (‘Kenya Professional

Association of Women in Agriculture and

Environment’), ensuring that training content is

practical, locally relevant, and grounded in best

practice.

Sessions were facilitated by Dr Alice Ruto,

alongside KEPAWAE facilitator Phyllis Andambi.

The training used adult learning methods that

combined discussion, demonstration, and peer

exchange. Local leaders, including county

representatives and forestry officials, also

supported selected sessions, helping create strong

links between farmers and local institutions.

From theory to practice: Engineer Town

In August 2025, ASA Kenya brought climate‑smart

agriculture into sharp focus in Engineer Town,

Nyandarua County, where agriculture is the

backbone of livelihoods. Nearly 100 client-farmers

came together to explore what climate resilience

means in practice, on their own farms and within

their communities. The session focused on practical

actions farmers can take to protect soils, conserve

water, and strengthen crop and livestock

production.

With a smaller group, the learning moved into the

field at a nearby farm in Murwaki village, where

Lucy Wacuka and her family opened their seven‑

acre farm as a living classroom. On a small 10ft by

10ft plot, farmers worked together to construct

moist and cone gardens, using soil‑water retention

techniques, seeing first‑hand how limited space

can still produce food for households and surplus

for sale.

A short farm tour highlighted everyday climate‑

smart practices already in use, including rainwater

harvesting, biogas for cooking, organic waste

recycling, and seedling production, reinforcing

that resilience is built through simple, affordable

choices.

Client spotlight: Lydia Wacuka

Lydia Wacuka and her husband, Peter Mwangi,

opened their farm to fellow ASA Kenya clients to

share what has worked in building a sustainable

farming business. After transitioning from

government employment, their early efforts with

traditional crops delivered low returns. A shift to

strawberry and pea farming, supported by improved

planning, research, and access to finance, changed

the direction of their business and enabled

consistent weekly exports.

ASA Kenya loans have played a practical role in this

growth. Over eight loan cycles, Lydia has invested

in farm inputs, infrastructure, and working capital,

including a biogas system that now provides clean

energy for cooking. Rainwater harvesting has

eliminated water bills, farm waste is reused to

improve soil health, and strawberry seedling sales

generate additional income.

Today, the farm employs 15 people from the local

community, with plans to expand further as

demand grows.

Inspiration through innovation:

hydroponics and new pathways

Like Lydia, other ASA Kenya clients are using

what they have learned to create shared spaces

for growth and experimentation. ASA Kenya is

supporting innovative approaches that respond to

land and water constraints, particularly in settings

where traditional farming is not possible.

A dedicated video feature highlights the story

of Nancy Waithera, who has turned her home

into a shared learning space for her group. Starting

with a KES 10,000 loan, Nancy gradually expanded

her business through successive loans and

reinvestment. Today, she is also applying climate-

smart practices through hydroponic farming.

Using minimal space and water, Nancy and her

group grow vegetables for household consumption

and sale. After group meetings, members tend

the crops together, combining learning, food

production, and income generation.

Building resilient futures

From urban rabbit farming to rural demonstration

plots and hydroponic systems, ASA Kenya’s

climate‑smart agriculture programme continues

to strengthen resilience where it matters most.

By combining financial services with training,

partnerships, and peer learning, the programme

supports clients to protect their livelihoods, feed

their families, and build more sustainable futures

in a changing climate.

Watch our climate smart agriculture film:

https://www.youtube.com/watch?v=vqN1tHQavuk

ASA International Group plc

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Strategic Report

ESG Report

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ESG Report (continued)

The Group is conscious of its

environmental impact and the ways

in which environmental changes

affect its operations and is taking

practical steps to manage these

effects responsibly and contribute to

addressing climate-related challenges.

Environmental

responsibility

and resilience

ESG Report

ASA International Group plc

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Financial StatementsCorporate Governance

Strategic Report

Additional Information

Measuring greenhouse gas

(‘GHG’) emissions

The Company adheres to the Streamlined Energy

and Carbon Reporting (‘SECR’) standard. This

initiative enables the Company to disclose its

energy and carbon data, facilitating the monitoring

of emissions and energy efficiency efforts over

time. Through SECR, we ensure transparent and

consistent reporting of our environmental impact,

thereby identifying opportunities for further

improvements in sustainability performance.

Read the SECR report on pages 71 and 72

Climate targets

In 2025, the Group continued to advance its

sustainability agenda across multiple focus areas.

Significant progress was made in the Renewable

Energy Transition, with 192 solar energy systems

installed across branches to support cleaner and

more resilient operations, laying the foundation

for wider coverage in 2026. Through awareness

and capacity building, nearly 296 thousand clients,

colleagues, and community members received

training on environmental topics. Efforts in

responsible material choice and waste management

translated into practical initiatives to reduce, reuse,

and recycle, with a focus on minimising single‑use

plastics in the coming year. In total, 32 thousand

trees were planted, contributing to local ecosystems,

improving carbon absorption, and fostering climate

resilience at the community level. Branch‑level

climate risk assessments are planned for 2026

to further guide adaptation efforts. The Group has

also progressed in sustainable mobility, surpassing

expectations with the deployment of 54 electric

bikes, with more to be added in the upcoming years.

Read more about climate targets on page 69

ESG Report (continued)

Mitigation of emissions

The Group is actively working to reduce

its environmental impact as part of its

sustainability commitment.

By identifying key areas, we have implemented

targeted measures, such as solar system

installations, to lower carbon emissions, improve

energy efficiency, and conserve vital resources.

Read more about the Company’s emissions on page 72

and its climate targets on page 69

Guided by ESMS and

environmental policy

Guided by its Environmental and Social

Management System (‘ESMS’) and environmental

policy, the Group is committed to responsible

environmental stewardship. These frameworks

outline clear policies and procedures to minimise

negative impacts and promote sustainable

practices across its operations.

Responsible investment practices

Through its exclusion list, the Group upholds

rigorous standards for responsible investment.

By refraining from financing activities that could

harm biodiversity or the environment, the Group

ensures that its business practices align with its

environmental values and adhere to international

conventions.

Promoting sustainable travel

The Company actively promotes responsible

and sustainable travel practices, particularly

emphasising eco‑conscious decisions in air travel,

as outlined in its travel policy effective December

2022. While acknowledging the importance

of visiting operations and engaging with clients

and colleagues in person, the Company remains

committed to minimising its environmental impact.

Through these efforts, we aim to align our travel

decisions with our sustainability goals.

Adaptation to climate change

The Group recognises that climate

change poses a risk to its operations

and acknowledges the need to address

this risk.

To ensure transparency and accountability, the

Company is committed to aligning with the Task

Force on Climate‑related Financial Disclosures

(‘TCFD’) framework, enabling disclosure to

investors and stakeholders regarding its strategies

to manage climate‑related risks and opportunities.

Read the TCFD report on pages 65 to 70

Assessing climate risks

In 2025, the Company continued to monitor

climate-related risks across its operations. As

no significant or material changes were identified

in the operating environment or risk profile, the

long‑term scenario analysis conducted in 2024

remains valid and applicable.

These previous assessments included both

transitional and physical risk evaluations. Branch‑

level climate risk assessments are planned for

2026 to further guide adaptation efforts. The

second assessment, the Natural Calamity Impact

Assessment (‘NCIA’), offers further insights into

the Company’s susceptibility to natural disasters.

Five operating subsidiaries were impacted by

32 natural calamities this year, affecting both

operations and finances. The calamities included

floods and earthquakes in Myanmar, frequent

storms and flooding in the Philippines, and isolated

flooding in Sri Lanka and Kenya. Zambia

experienced seasonal heavy rainfall and drought

conditions, while most other incidents were one-off

or seasonal with limited operational disruption.

Overall impacts were largely low to moderate, with

higher impacts observed in the Philippines due to

the frequency of seasonal events, indicating the

need for continued climate resilience efforts.

Read the climate risk assessment on pages 67 and 68 and

about disaster response on page 60

Emergency preparedness and response

The Emergency Preparedness and Response Plan

(‘EPRP’) is crucial for the Company’s adaptation

efforts, particularly in the face of increasing natural

disasters. Its objective is to protect resources,

clients, and staff, ensuring the integrity of critical

information and sustaining essential operations

and services. The plan outlines strategies and

procedures for emergency management and

response. With the EPRP in place, the Company

can effectively prepare for and mitigate the impacts

of emergency situations, enhancing resilience in

times of adversity.

Read more about environmental policies and practices

on page 73

Carbon footprint

19,581

Tonnes of CO

ASA International Group plc

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Corporate Governance Financial Statements Additional Information

As required by the Financial

Conduct Authority (‘FCA’) Listing

Rules, ASA International aligns with

the TCFD on a comply or explain

basis to provide transparent data

to investors and other stakeholders

about the material risks and

opportunities of climate change

for the Company.

Disclosures are made consistent with the FCA’s

Listing Rule UKLR 6.6.6R(8) and the TCFD

recommendations and disclosures.

This is the fourth year the Group is implementing

and reporting on the recommendations of the

TCFD and we are continuing to mature our

approach.

In this report, the Group shares the key

developments and the status of the four core

elements of the TCFD recommendations.

Task Force on Climate-related Financial

Disclosures (‘TCFD’)

ESG Report (continued)

Key activities in 2025

Governance

Active Board and management

oversight of climate matters

Read more on page 69

ESG Report

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

ASA International Group plc

Annual Report and Accounts 2025

ESG Report (continued)

Governance

Sustainability reporting structure

Board oversight

• Board oversight of and engagement with the

Company’s sustainability efforts is a key priority

and is ensured through the active involvement

of the Chief Executive Officer in the

Sustainability Committee (‘SC’)

• The Board has considered Climate‑Related Risks

and Opportunities (‘CRROs’) by reviewing the

climate risk as part of the principal risks in the

Company’s risk taxonomy and risk framework

• Progress on sustainability efforts is reported

to the Board bi‑annually

• All subsidiaries have committed to Board

oversight of their climate targets

Role of senior management

• Senior management plays an important role in

assessing and managing the Company’s CRROs.

This involves cross‑functional management at

both the Group and subsidiary level

• All ExCo members with the exception of the

Head of Internal Audit are part of the

Sustainability Committee

• In 2025, two meetings were held with the SC

and subsidiary Managing Directors to (i) present

progress on climate targets for 2025 and (ii)

present climate target plans for 2026. Bi‑annual

progress meetings are scheduled going forward

• Senior management receives regular progress

reports towards meeting the Company’s climate

targets, allowing it to make informed decisions

and to ensure that the Company’s operations

and initiatives are aligned with the targets

Sustainability Committee

Discusses progress and performance on climate‑

related topics and decision‑making bi‑annually.

Sustainability Working Group

Assesses and cross‑functionally manages the

CRROs. Proposes and implements climate‑related

strategic decisions to drive improvement. Reports

to the SC.

Subsidiary Managing Directors

Responsible for the climate action plan and the

achievement of climate targets at subsidiary level.

Presents to the SC bi‑annually on progress.

Sustainability and risk managers

Assesses the CRROs on the ground and manages

the implementation of the climate targets. Reports

to the subsidiary Managing Director and to the

Group sustainability manager on a quarterly basis.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

• Climate‑related risks are expected to have a

low financial impact overall. The primary area

of exposure is credit loss expense, reflecting

the Group’s exposure to physical risks in certain

markets, including the Philippines; however, this

is not material at Group level. Impacts on key

financial statement line items, including loans

and advances to customers, interest income,

operating expenses, and the Group’s asset base

(property and equipment and right‑of‑use

assets), are expected to remain limited. This

reflects the short‑term nature of the Group’s

loan portfolio and the capture of climate‑related

impacts within historical loss data used in the

existing credit loss model. No material impacts

have been identified beyond the areas assessed

above. For more information, see note 2.5.1

on page 152

• A 2024 climate scenario analysis (aligned with

TCFD and using NGFS scenarios to 2050)

assessed transition and physical risks under

two pathways: orderly transition (<2°C) and hot

house world (>3°C). The analysis covered five

core markets (~81% of portfolio; 75% in 2025),

key sectors (trade, services, agriculture), and

exposures to climate‑vulnerable communities.

Climate risks were assessed as low to medium

under both scenarios; transition risks are higher

under <2°C, while physical risks increase under

>3°C. The overall financial impact is not

material, and the Group remains well positioned

for long-term resilience

• Climate‑related disruptions present

opportunities to support clients through

targeted financial services and products

• The Group assesses climate‑related risks using

internal expertise and external data, evaluating

likelihood and impact in line with the Group’s

risk rating framework. Risks are prioritised

based on risk scores and potential impact, with

higher‑risk items subject to closer monitoring

• The Group has identified short‑term, medium‑

term and long-term climate risks. Long-term

scenario planning was conducted in 2024 with

a strategic view towards 2050

• Climate risk is identified and included as a

distinct principal risk as part of the broader risk

framework due to the prevalence of natural

disasters in operational countries, with potential

further escalation due to climate change.

Enhanced monitoring is necessary for both

physical and transition aspects of climate risk.

This risk intersects with other principal risks:

adverse climate events can impact client

payment capacity, affecting credit risk; emission

control failures can impact reputation risk; and

non-compliance with emerging environmental

regulations can affect local regulation risk

Read more about risk management on pages 40 to 48

Managing CRROs

The Company’s current focus is on risk

management of climate-related physical and

transition risks, as climate‑related opportunities

such as resource efficiency are being explored

as part of the emissions mitigation efforts.

Managing physical risks

• Natural calamities such as floods, cyclones,

droughts and earthquakes are common in some

of the countries where the Group operates

• Risk management protocols are built into the

Group’s operational procedures, including site

selection of potential new branches, taking into

account the vulnerability to natural calamities

• Natural disaster management procedures are in

place at the entity level, including staff training

for emergency response plans, postponement of

disbursement and collection until the situation

stabilises, and implementation of payment

holidays for borrowers in extreme cases.

Assistance/relief is offered to borrowers under

community projects. Read more on page 60

Managing transition risks

• The Group monitors regulatory and stakeholder

requirements related to GHG emissions across

operating countries; no material unmet

requirements have been identified to date

• The Group is committed to reducing emissions

across subsidiaries to support environmental

sustainability and protect its reputation

• Subsidiary‑level targets have been approved,

supported by initiatives such as solar panel

installation, e-bikes, and waste management

• A travel policy limits air travel to reduce the

Group’s carbon footprint

Integrating climate risks into overall risk

management

• Climate risk is included as a distinct category

in the risk taxonomy

• The risk management framework includes

a dedicated section on climate risk

• A standardised quarterly template is used

across subsidiaries to identify, assess, and

report climate risks

• Significant climate risks are reported to the ARC

via the enterprise risk management report

Impact of CRROs on the organisation’s

businesses, strategy and financial planning

• Sustainability is a core pillar of the Group’s

strategy

• Key emission sources across Scopes 1, 2, and 3

have been identified, and a 2022 feasibility

study assessed mitigation options (market,

economic, operational, scheduling, and target

feasibility), resulting in entity‑level targets for

2023–2025 (see page 69 for consolidated

targets). In 2025, USD 558 thousand was

invested in climate‑related initiatives to support

these targets

Strategy and risk

management

The Group has implemented

measures to identify climate-

related risks, assess their impact,

and incorporate them into financial

planning. These risks are embedded

within the Group’s risk management

framework and are actively

monitored.

Identifying risks

• The Group uses a TCFD subscribed framework

to classify climate risk and has implemented

standardised templates for identifying and

assessing climate risks across all its subsidiaries

• Each subsidiary has a risk management unit

and sustainability manager responsible for

identifying climate risks using the standardised

template

• Climate risks are assessed internally using a

risk scoring method based on both likelihood

and impact, as defined in the Group’s risk

management framework. Data related to

operational and financial damage (assessing

materiality) caused by natural calamities is

also collected as part of the assessment process.

See the Natural Calamity Impact Assessment

on page 64

• The above-mentioned reports are reviewed

by the local risk management coordination

committee and approved by the Country Head

before being submitted to the Group

• Climate‑related risks are identified, assessed,

and monitored on a quarterly basis. Important

developments are highlighted to the Audit and

Risk Committee (‘ARC’) through the enterprise

risk management report

Read more on the methodology and results

of the scenario analysis

in the 2024 Annual Report

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Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Strategy and risk management (continued)

Climate risk Risk description Risk level

Financial

impact Time horizon Comment

Transition risk

Regulatory risk

Risk of failing to comply with

regulatory requirement related to

carbon footprint/GHG emissions.

Low

None ST, MT Risk grade is low as currently none of the subsidiaries have stringent regulatory requirements from the

local governments/central banks related to carbon footprint/GHG emissions that they cannot meet.

However, at Group level, the SECR UK standard is followed for reporting carbon footprints. Also, the

Group needs to follow TCFD requirements for assessing climate risks.

Technological

Risk associated with transitioning

to lower emission technology.

Low

Not material ST, MT Risk grade is low as the Group’s plan to lower emissions does not involve complex and expensive

technologies.

The focus remains on increasing the use of renewable energy, increasing energy efficiency, reducing fuel

consumption, and using environmentally friendly vehicles. This may present opportunities, such as reduced

operating costs through efficiency gains and less exposure to fossil fuel price increases.

Market

Risk associated with changes to

the market resulting from climate

change, such as changing customer

behaviour and an uncertain market.

Low

None ST, MT Risk grade is low as the Company’s clients are micro‑entrepreneurs who deal with essential goods

and services. The Company is unlikely to see any change in customer behaviour related to transitioning

to a low-carbon economy.

Reputational

Risk associated with not being able

to meet stakeholder concerns in

terms of sustainability and

carbon emissions.

Low

None ST, MT The Group has implemented SMART targets for all its subsidiaries, including initiatives for reducing

emissions such as through solar panel installation, use of e‑bikes, use of LED lights, and tree planting.

Physical risk

Acute risk

Risk associated with extreme

weather events such as flooding,

cyclone, heat waves, etc.

Medium

Not material ST, MT The Philippines has experienced an increased frequency of storms in the second half of the year, which

have severely affected our field operations. Consequently, the PAR in the Philippines has risen due to these

calamities.

Towards the end of the year, Sri Lanka was hit by severe flooding resulting in temporary disruption in field

operations in some of the branches.

In Q1 2025, Myanmar experienced a major earthquake that caused severe damage across the country;

however, the Group’s branch locations were not impacted.

Chronic risk

Risk associated with a long-term

shift in climate pattern, such as

rising mean temperatures and

rising sea level.

Low

Not material ST, MT The risk is perceived to be low at present, although natural calamities like droughts and floods are

expected to increase over the long term.

The Group’s branches are low cost and are on short‑term rental agreements (two to three years), so there

is an option to relocate from areas prone to natural disasters.

Long‑term scenario planning and financial impact was completed in 2024. Further details and forecasts can

be found on pages 69 to 77 of the 2024 Annual Report.

Time horizon key

ST – Short term (<5 years) MT – Medium term (5–10 years)

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Strategic Report

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Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Progress Group targets 2025

• Quarterly progress reports were submitted,

complemented by bi‑annual meetings with the

subsidiary Managing Directors to assess progress

• Targets were met within the designated ranges,

except for knowledge sharing and waste

management

• Knowledge sharing faced logistical and

external challenges. Entities remained

committed, adjusting timelines as needed

• Waste management targets were diverse and

difficult to track; the tracking system has been

updated to enable clearer monitoring and more

consistent progress reporting. Light bulbs

across all subsidiaries have been replaced

with LEDs

Setting Group targets 2026

We have rephrased our SMART climate targets to

strengthen operational focus, ensuring alignment

between Group‑level direction and subsidiary‑

level implementation, while allowing entities

to progress based on their local context and

priorities. Community and client‑focused activities

are integrated within the community programmes.

Climate targets

Focus area Topic 2025 target

2025

achievement 2026 target Remarks

Renewable

Energy Transition

Expand solar energy coverage

across branches as a primary

or backup power source

150-200

panels

192 panels 200-300 branches By 2026, 40% of the branches will be under

solar coverage either as primary or

secondary source

Awareness and

Capacity Building

Knowledge and awareness

creation by training clients,

colleagues and communities

300-400k

trainees

296k

trained

100% of the subsidiaries to

integrate ESG module within

PSO training for loan officers

Awareness creation for clients and

communities has been integrated within

the community programme

Responsible

Material

Choice & Waste

Management

Improve waste management

through various reduce, reuse,

and recycle initiatives

Various

initiatives

Various

initiatives

conducted

Reduce waste by phasing out

single‑use plastics across 50%

of branches

In 2024, the initiatives were focused on

reduction of paper use, installation of bins,

and awareness campaigns. These will be

continued under the community programme

Climate Action

& Adaptation

Promote climate resilience and

CO₱ reduction through assessment

and nature‑based solutions

Plant

30-40k

trees

32k trees

planted

Conduct climate risk assessments

at >80% branches to support

branch-level adaptation planning

Tree plantation has been incorporated within

the community programmes

Sustainable

Mobility

Increase adoption of electric

mobility within the Group fleet

20-30

e-bikes

54 e-bikes 30-40 e-bikes An analysis will be conducted in 2026 to

assess the opportunity in this space

ESG case study

Advancing climate goals

by installing solar

systems in Uganda

Through strategic investment in solar energy,

ASA Uganda has strengthened resilience

while advancing environmental responsibility.

Currently, 124 branch offices including

16 double‑branch locations within ASA

Uganda’s network of 140 branches

nationwide are powered by solar systems,

reflecting careful planning and responsible

management of resources.

This transformation is driven by two key

technologies: Hybrid Solar Systems and Solar

Home Systems (SHS). Eighteen branches

currently operate hybrid systems, relying

primarily on solar energy with the national

grid as backup. Each hybrid battery comes

with a seven‑year warranty, ensuring

dependable, long-term performance.

Across the wider network, Solar Home

Systems provide reliable backup power

tailored to branch energy needs. Some

locations operate with multiple 200Ah/12V

gel batteries and 260W solar modules, while

smaller branches run efficiently on single‑

battery, mono‑module setups. In several

cases, components from upgraded branches

have been redeployed to maximise efficiency

and optimise resources.

Looking ahead, ASA Uganda plans to expand

hybrid installations in 2026 and aims for all

branches to operate primarily on solar in

the near future.

Read more about other climate initiatives

on page 60

• Energy use, loan management, financial assets,

and the value chain are expected to face low

long‑term transition risk, though specific

vulnerabilities remain under analysis

• Climate‑related metrics are not yet included

in remuneration policies

• Internal carbon pricing mechanism not yet

considered for targets

• Forward‑looking metrics have not been used

• Emission sources identified. Subsidiaries

proposed and implemented feasible reduction

initiatives for own operations, forming the basis

for the disclosed 2023, 2024, and 2025 Group

targets

• Based on the climate targets of all subsidiaries,

the 2026 Group targets have been approved

by the Sustainability Committee. Performance

is tracked and reported quarterly

• Exploring adoption of metrics to measure

performance and alignment with frameworks

such as the Science Based Targets initiative

Metrics and targets

The Group has embedded the

practice of setting and achieving

emission reduction targets and

is progressively enhancing its

performance measurement metrics

to support ongoing improvement

and transparency.

Management and disclosure

• A solar energy transition projection to 2027

has been conducted for the Group’s subsidiaries

to support planned renewable energy adoption

• Disclosure of GHG emissions according to Scope

1 and 2, and category 6 ‘business travel’ and

category 7 ‘employee commuting’ of Scope 3

in the SECR report. See page 72

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Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

TCFD

elements

TCFD

recommended disclosures

Cross-reference or reason

for non-compliance

Next steps and

other comments CA 414CB

Governance

• Board oversight

• Management’s role

• See ‘Board oversight’ on page 66

• See ‘Role of senior management’

on page 66

• CA s414CB(a)

Strategy

• Climate‑related risks

and opportunities

• Impact on the

organisation’s business,

strategy and financial

planning

• Resilience of the

organisation’s strategy

• See ‘Identifying risks’ on page 67

• See ‘Impact of CRROs on the

organisation’s businesses, strategy

and financial planning’ on page 67

• Further develop scenario analysis and

consider additional time horizons over

the 1–3 years.

• CA s414CB(d)

• CA s414CB(e)

• CA s414CB(f)

Risk

management

• Risk identification and

assessment processes

• Risk management process

• Integration into overall risk

management

• See ‘Identifying risks’ on page 67

• See ‘Managing CRROs’ on page 67

• See ‘Integrating climate risks into overall

risk management’ on page 67

• CA s414CB(b)

• CA s414CB(c)

Metrics

and targets

• Climate‑related metrics in

line with strategy and risk

management process

• Scope 1, 2 and 3 GHG

metrics and the related risks

• Climate‑related targets and

performance against targets

• See ‘Management and disclosure’

on page 69

• See ‘2025 Streamlined Energy Carbon

Reporting’ on page 71 and 72

• See ‘Climate targets’ on `

• The Group will be taking steps over

the next 1-3 years to have closer

alignment with Universal Standards.

• CA s414CB(h)

• CA s414CB(g)

1 Companies Act 2006, s414CB(2a)-(2h).

Compliance statement

In meeting the requirements of Listing Rule

9.8.6R(8), we have concluded that

• The Group complies with TCFD Recommended

Disclosures: Governance a and b; Strategy c;

Risk a, b and c; and Metrics and targets a and b

• The Group partially complies with TCFD

Recommended Disclosures: Strategy a and b

and Metrics and targets c

• The Group does not comply with TCFD

Recommended Disclosures: none

In assessing compliance, the documents referred

to in the guidance notes to the Listing Rule were

taken into consideration. In the table to the right,

cross‑references are added where the disclosures

are located or a reason is provided for non-

compliance with an expected time frame to achieve

compliance. Compliance with the Companies Act

2006, s414CB(2a)‑(2h), is demonstrated in the

column on the right.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

The Group is required to report annual global

GHG emissions in line with the UK government’s

Streamlined Energy and Carbon Reporting

guideline, implemented by the Companies

(Directors’ report) and Limited Liability

Partnerships (Energy and Carbon Report)

Regulations 2018. These regulations came into

force on 1 April 2019 and require organisations

to publicly report on carbon emissions and

energy use.

The Group’s emissions calculations and reporting

follow the Greenhouse Gas Protocol Corporate

Standard (operational control approach) covering

its energy usage in 2025. During the year, a more

robust emission tracking system was introduced

through an enhanced reporting template

to minimise data gaps and ensure more

comprehensive and consistent data collection

across the Group.

In 2025, the Group continued to collect data

on energy use and business travel for operations

covering thirteen regions, including 14,810 FTEs

and 2,074 offices (including the Company’s

headquarters in the Netherlands and Bangladesh).

The table on the following page includes the

Group’s energy use and associated carbon

emissions in 2025, broken down by Scopes 1,

2 and 3.

Energy efficiency actions

Actions taken in 2025 Planned action in 2026

Continued monitoring and maintenance of leased

and owned office buildings to ensure energy‑

efficient operations, including annual servicing

of air-conditioning systems, monitoring electricity

and water use, and responsible use of office

vehicles. These measures also contribute

to fire risk prevention.

Continue preventive maintenance across all

branches and head offices, with enhanced monitoring

mechanisms to identify and address inefficiencies

more proactively.

Ongoing digitisation of processes across

subsidiaries, significantly reducing paper

consumption.

Further minimise paper usage across all offices,

with a long-term ambition of achieving near zero

in the future.

Most operating subsidiaries successfully met

their 2025 climate targets, which included

phased installation of solar panels, tree planting,

adoption of electric motorcycles, installation

of LED lighting, improved waste management

practices, and enhanced knowledge sharing

initiatives.

Climate targets for 2025–2026 have been set,

maintaining strong focus on renewable energy

adoption, low‑carbon mobility, and sustainable

waste management. Roll out solar installations

based on the allocation model’s findings, prioritising

subsidiaries with the highest emission reduction

potential and operational feasibility.

Read more about setting and achieving targets

on page 69

In 2025, the Group continued to

collect data across 2,074 branches

and head offices in thirteen

countries, covering 14,810 full-time

employees (FTEs)

. Data collection

included mobile and stationary

combustion, energy use, business

travel, and employee commuting.

The table on the following page

presents the Group’s energy

consumption and associated

carbon emissions for 2024 and

2025, disaggregated by Scope 1,

Scope 2, and Scope 3 emissions.

2025 Streamlined Energy and Carbon Reporting (‘SECR’)

1 Excludes Zambia and India due to unavailable data.

IncludesheadofficesandtheCompany’sheadquartersin

theNetherlandsandBangladesh.FTEfiguresrepresent

employees over the reporting period rather than

year-end headcount.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

2025 Streamlined Energy and Carbon Reporting (‘SECR’) (continued)

In addition, Scope 1 sub‑categories have been

realigned with the GHG Protocol framework:

emissions from gas combustion (cooking stoves)

and generator fuel now fall under stationary

combustion, while company‑owned vehicle fuel is

reported under mobile combustion. The resulting

reduction in Scope 1 and increase in Scope 3 reflect

both this reclassification of business travel in

non-ASA vehicles and an improved methodology

for estimating employee commuting (Category 7),

which captures a more complete picture of staff

transport across markets.

Energy and GHG sources included

in the process

• Scope 1: Direct emissions from owned

or controlled vehicles and generators.

• Scope 2: Indirect emissions from purchased

electricity (both location-based and market-

based methods applied, where relevant).

• Scope 3: Indirect emissions from business travel

and employee commuting (including estimated

values where required).

Waste and refrigerant emissions are excluded

as they are assessed as not material for the

reporting period.

GHGs included, where applicable: CO₱, N₱O, CH₱,

HFCs, PFCs, SF₱ and NF₱.

Emission factors are based on UK Government

2023 conversion factors and reported in tonnes

of CO₱ equivalent (tCO₱e).

The Group has no UK or offshore operations;

therefore, no UK‑specific emissions are disclosed.

Particulars 2025 2024

Energy consumption used (kWh)

Electricity (kWh) 4,454,077 3,773,080

Gas: cooking stoves (kWh) 2,082,259 1,350,431

Mobile combustion: company vehicles

(kWh) 4,535,462 31,475,169

Other energy sources: generators (kWh) 1,926,298 1,379,929

Total (kWh) 12,998,096 37,978, 609

Emissions (tCO

Scope 1

Stationary combustion: cooking stoves and generators (tCO

e) 628 587

Mobile combustion (tCO

e) 1,643 3,023

Scope 2

Emissions from purchased electricity (tCO

e) 2,024 1,790

Scope 3

Category 7: Employee commuting

(tCO

e) 9,165 1,610

Category 6: Business travel

(tCO

e) 6,120 479

Total location based tCO

e 19,581 7,4 89

Intensity ratio

Number of FTE within financial year

14,810 14,231

Intensity ratio: tCO

e from Scope 1, 2 and 3/FTE location based 1.32 0.53

1Onlyincludesvehiclesintheofficialassetinventory

2 Location-based method applied

3 Includes travel in rental cars and public transport

4Includesflightdata

5IndiaandZambiaofficesexcluded

Verification

Internally by the Company.

Methodology and scope

The Group is responsible for internal controls

governing data collection, aggregation, estimations,

GHG calculations, and emissions reporting.

Emissions are calculated in accordance with

the GHG Protocol Corporate Accounting and

Reporting Standard.

Scope and subject matter

The reporting boundary includes all subsidiaries

and facilities owned, leased, or actively managed

by the Group under operational control. It covers

energy consumption and emissions from owned

or controlled assets, as well as business travel and

employee commuting where applicable.

Air travel for business purposes is included.

In 2025, employee commuting emissions were

more comprehensively estimated across multiple

subsidiaries to enhance Scope 3 coverage.

Changes in 2025 reporting boundary

and explanation of increased scope 3

In 2025, vehicle emissions reporting was refined

to include only assets recorded in the official asset

under operational control). Staff mileage claims and

public transport are now reported under Scope 3,

in line with the GHG Protocol. Prior year figures

have not been restated; therefore, year-on-year

comparisons should be interpreted in light of this

boundary change.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

ESG Our policies and practices Description Page reference

Exclusion list

Our exclusion list prevents financing businesses that harm biodiversity or the environment, aligning

with international conventions where applicable.

on page 64

Environment and

Social Management

System (‘ESMS’)

Our ESMS sets out plans, policies, and procedures to manage environmental and social risks, aiming

to minimise negative impacts and promote good governance. It aligns with industry standards, including

IFC Performance Standards 1 and 2, the Smart Campaign, and the Universal Standards for Social and

Environmental Performance Management.

on page 64

Environmental policy

Our environmental policy outlines the actions that our staff must take to minimise and prevent any

harmful impacts on the environment.

on page 64

Travel policy

Our travel policy promotes responsible and sustainable travel practices, with a particular focus on

air travel. It outlines the necessary factors to consider and steps to take before undertaking air travel

for business purposes.

on page 64

Natural Calamity

Impact Assessment

(‘NCIA’)

The Group assesses the impact of natural disasters, such as floods and earthquakes, on its resources

and overall operations. This analysis provides valuable insights into the Company’s susceptibility to

such calamities, identifying areas that may require adaptation to mitigate risks.

on page 64

Emergency

Preparedness and

Response Plan (‘EPRP’)

The EPRP aims to protect people, resources, and critical information while ensuring continuity of

essential operations. It sets out the Company’s emergency response strategies to prepare for and

mitigate the impact of crises.

on page 64

Client Protection

Principles (‘CPP’)

The CCP, developed by the Smart Campaign, is an industry standard that outlines the minimum client

protection expectations for microfinance providers, ensuring institutions serve clients’ best interests.

on page 53

Client Complaint

Resolution Committee

(‘CCRC’)

Through the CCRC, clients can provide direct feedback on services or lodge complaints about

inappropriate behaviour or treatment by any of the Group’s staff. Every quarter a report is shared

with senior management by the CCRC, with the nature of complaints and actions taken.

on page 54

Grievance Mitigation

Committee (‘GMC’)

The Group has established an effective grievance mechanism for all employees, allowing them to raise

any work‑related concerns or complaints without fear of reprisal.

on page 56

Health and safety

The Group monitors health and safety risks, provides regular training, and takes preventive and

corrective actions on incidents. Each subsidiary has a health and safety committee and an integrated

checklist to ensure ongoing supervision and monitoring.

on page 56

Diversity, Equity and

Inclusion (‘DEI’) policy

The DEI policy integrates diversity, equity, and inclusion into internal practices, guiding the

implementation and monitoring of initiatives to foster a thriving, diverse workforce.

on page 58

Social Policy

The Company’s Social Policy ensures the protection of social and environmental interests, focusing on

uplifting clients’ social standards and safeguarding employees’ rights in a responsible work environment.

on page 53

Human Resource

(‘HR’) Policy

The Company’s HR Policy governs staff conditions and practices, promoting fairness, transparency,

and equal treatment through consistent rules and procedures.

on page 55

Corporate Social

Responsibility (‘CSR’)

Policy

The CSR Policy provides a framework for planning and evaluating community initiatives in health,

education, environment, and disaster relief, ensuring alignment with the Company’s mission and fostering

sustainable social and environmental impact.

on page 59

Non-financial and

sustainability information

statement

As a socially responsible lender, the Group has

a wide range of policies and practices to ensure

that the Company and its staff comply with

environmental, social, and legal requirements,

including respecting human rights, and adhere

to the highest professional and ethical standards

in dealing with clients, suppliers, communities, and

each other. This statement provides an overview of

topics and related reporting references as required

by sections 414CA and 414CB of the Companies

Act 2006.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

ESG Report (continued)

Non-financial and sustainability information statement (continued)

Read the remaining reporting requirements

Business model on page 13

Principal risks on page 42

Diversity and gender on page 58

Climate‑related financial disclosures on page 65

Find the description of the tools and indicators

ESG report on pages 54 to 59 and 64

Alternative Performance Measures (‘APM’) table on page 203

ESG Our policies and practices Description Page reference

Whistleblowing

Employees are strongly encouraged to speak up about any actions that might violate laws, regulations,

or Company policies. They can do so by using a designated complaint box or reaching out directly to

the local Chair of the Audit and Risk Committee, as well as at the Group level. Examples of such actions

encompass improper or unethical business practices, concerns related to health, safety, and the

environment, or breaches of the Code of Conduct.

Read more on

pages 56 and

92 and our

website

Child Labour and

Protection

The Group is dedicated to safeguarding children directly or indirectly affected by its operations.

It implements strict policies to prevent child labour, collaborates on education and welfare initiatives,

and promptly addresses any identified cases, ensuring children’s rights and well‑being are protected.

Read more on

our website

Sexual harassment

elimination

The Company promotes a safe work environment and has a zero‑tolerance policy towards harassment

of any kind, particularly sexual harassment.

Read more on

our website

Non-discrimination

Unfair discrimination in any form is unacceptable. Management and employees must ensure a fair and

sympathetic work environment for all, regardless of marital status, religion, disability, sexuality, gender,

race, or ethnicity. This policy of equal opportunities and diversity extends to recruitment, remuneration,

training, development, promotion, discipline, and all aspects of employment, including volunteers,

interns, clients, suppliers, and others with whom ASA International or its employees engage.

Read more on

page 99 and

on our website

Code of Conduct

and Ethics

The Group’s Code of Conduct and Ethics is designed to be ethical, dignified, transparent, equitable,

and cost‑effective, and expresses the core values of microfinance practice.

Read more on

our website

Anti-Bribery and

Anti-Corruption

This policy is to combat improper payments or inducements and provide basic guidance to all employees,

wherever they are located. The Group adopts a zero‑tolerance approach to bribery and corruption,

ensuring compliance with all applicable anti‑bribery and anti‑corruption laws and regulations, including

the UK Bribery Act 2010.

Read more on

page 93 and

on our website

Fraud and

Misappropriation

Prevention Unit

(‘FMPU’) Policy

The FMPU Policy outlines procedures for preventing and reducing financial risks from fraud and

misappropriation, focusing on continuous review, investigation, and promoting a culture of fraud

awareness and accountability. FMPU is part of the Group’s second line of defence.

on page 46

and on our

website

Anti-money

laundering

The Company and its subsidiaries are firmly committed to preventing money laundering and any activity

that facilitates it or supports terrorist or criminal endeavours in their operations.

on page 44

and on our

website

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance Financial Statements Additional Information

Corporate

Governance

report

76 Chair’s introduction

77 Board of Directors

79 Executive Committee

80 Country Heads

83 Board activities

84 Leadership from the Board

86 Governance Framework

91 Audit and Risk Committee report

97 Nomination Committee report

102 Remuneration Committee report

121 Directors’ report

Contents

Corporate Governance

Financial Statements Additional Information

Strategic Report

ESG Report

ASA International Group plc

Annual Report and Accounts 2025

Chair’s introduction

We have strengthened our risk

management and governance

frameworks and are well placed

to continue to drive transformation

and grow sustainably in 2026

and beyond.

I am pleased to present our Board report

for 2025.

This year the Board continued to focus

on strengthening its governance and risk

management frameworks that underpin

our growth ambitions and build the

foundations for driving the transformation

required to achieve our objectives.

The Board focused its discussions in 2025 on

overseeing a number of transformation projects

under way in the business as a result of new

executive hires. The Board has been keenly focused

on risk management in particular as we look to

embed a new risk management framework and

strengthen the processes and reporting in place

to support the Board’s oversight of the key risks we

face. The introduction of a matrix organisation will

only enhance risk management further, increasing

accountability and improving consistency between

regions. Our strong performance in 2025 evidences

that the transformation is making an impact and

we will continue to progress these changes in 2026,

including overseeing the continued digitalisation

project, to ensure ASA is fit for the future.

The Board is scheduled to meet five times a year

at regular intervals. This year, it convened formally

on six occasions, with additional informal meetings

held to address key issues as they arose. The various

Board Committees that include the Audit and Risk

Committee, Nomination Committee, Remuneration

Committee and Independent Directors’ Committee

continued their regular meetings. I greatly appreciate

the dedication of all Directors, who consistently

commit their time and effort to ensuring the

success of our organisation.

Following Rob Keijsers’ appointment as Interim

CEO on 1 November 2024, the Board confirmed his

permanent appointment as CEO from 1 April 2025.

I was reappointed Non‑Executive Chairperson of

the Group on 5 June 2025 following the resignation

of Chris Low, and am delighted to have led the

Board through the second half of the year.

The Executive Committee changes continued to be

progressed with a new Chief Risk and Compliance

Officer joining in Q1 2025 and a new Group HR

Officer joining in Q2 2025. The Board appointed

Geert Embrechts as Chief Financial Officer and

he joined the Management team in February 2026.

The intention is that Geert will be appointed

to the Board in due course. We also welcomed

John Khabbaz as an Independent Non‑Executive

Director in April 2025 and Mark Schwartz as

a shareholder nominated Non‑Executive Director

in December 2025.

Furthermore, we strengthened our local leadership

with the appointment of several country CEOs and

CFOs who bring strong local market expertise and

track records. These organisational enhancements

reflect our commitment to strengthening leadership,

reinforcing governance, and ensuring that we are

well positioned to achieve our long‑term goals.

In 2026 we plan to focus on further improving

local leadership, particularly in respect of risk

management, as we look to appoint country risk

managers and HR officers to drive forward our

transformation.

2025 has been an extraordinary year with significant

change for the Group and its governance. With a

renewed Board composition and strengthened local

leadership, we are well placed to continue to grow

sustainably and deliver value to our clients and our

shareholders. I am deeply thankful to the Board,

the senior management team, and our employees

across all thirteen countries and head offices for

their steadfast efforts to broaden financial inclusion

and strengthen female entrepreneurship.

Guy Dawson

Chairman, ASA International Group plc

14 April 2026

ASA International Group plc

Annual Report and Accounts 2025

Corporate Governance

Financial Statements Additional InformationESG Report

Strategic Report

Board of Directors

Appointed: 15 May 2018

Board roles

• Co‑founder of ASA International in 2007

• Served as Executive Director and CEO

until 15 June 2023

• Appointed as Deputy Chairperson and Advisor

to the Executive Committee on 15 June 2023

Career and experience

With over two decades in investment banking

and 15 years in microfinance, Dirk Brouwer has

been instrumental in driving financial inclusion

through ASA International. His leadership and

expertise have contributed to the growth of

microfinance initiatives and investment strategies

in emerging markets. He is the Managing Director

of Catalyst Microfinance Investors (‘CMI’), which

he co‑founded in 2006.

Appointed: 28 June 2018

Board roles

• Non‑Executive Director of ASA International

Holding since 2013

• Director of the Company since 28 June 2018

• Served as Chairperson of the Board from

1 January 2021 to 1 November 2024 and

6 June 2025 till now

• Chair of the Nomination and Independent

Directors Committees

Current Board memberships

• Non‑Executive Director of Egerton Capital

• Non‑Executive Director of Citywire Holdings

Career and experience

With extensive experience in corporate

governance and financial management, Guy

Dawson has played a key role in the leadership

of ASA International. His expertise spans

investment oversight, board governance, and

strategic planning across various financial

institutions.

Appointed: 28 June 2018

Board roles

• Non‑Executive Director since June 2018

• Appointed Senior Independent Director

on 1 January 2021

• Chair of the Remuneration Committee

Board memberships & leadership roles

• Chair of the Board of Directors for Dutch

pension provider and asset manager MN

• Chair of the Audit Committee at insurer

Vivat – Athora NL

• Chair of the Audit Committee at healthcare

insurer Menzis

• Chair of the Audit Committee at the National

ICT Institute for Healthcare (The Netherlands)

• Supervisory Board member at ZGT

(The Netherlands)

• Deputy member of the Board of the

Dutch Court of Auditors since 2020

Career and experience

Hanny Kemna brings extensive expertise in audit,

risk management, and governance, particularly

in financial and government institutions. Her

leadership in regulatory oversight and financial

accountability has been pivotal in strengthening

corporate governance frameworks.

Guy Dawson

Chairman and Independent

Non-Executive Director

Dirk Brouwer

Non-Executive

Deputy Chairperson

Rob Keijsers

Chief Executive Officer

Hanny Kemna

Senior Independent

Non-Executive Director

A/R

Appointed: 1 November 2024

Board roles

• CEO of ASA International since 1 April 2025

• Interim CEO of ASA International from

1 November 2024 till 1 April 2025

• Holds non‑executive board positions

in ASA International subsidiaries

Previous experience

• Held key leadership roles at ABN AMRO,

focusing on digital transformation and

international business services

• Served on the board of Volt Nederland

Career and experience

With extensive experience as a transformation

executive, Rob Keijsers has played a pivotal role in

driving strategic and digital change across financial

institutions. His leadership at ASA International,

along with his tenure at ABN AMRO, demonstrates

his ability to enhance business efficiency and foster

innovation. His expertise in strategy, technology,

and cross‑functional collaboration has made a

significant impact on the organisations he has

served.

Building on our Board leadership

The Board of ASA International combines leadership in microfinance with strong

international finance and banking experience.

Committee membership key

A/R

Audit and Risk

Remuneration

A/R

Committee Chair

Nomination

Independent Directors

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Board of Directors (continued)

Appointed: 24 April 2025

Board roles

• Independent Non‑Executive Director

of the Company since 24 April 2025

Board memberships & leadership roles

• Founder and Chief Investment Officer

of Phoenician Capital

• Independent Director of Goodfood

Market Corp.

Career and experience

John Khabbaz brings extensive global investing

experience, including in emerging markets,

combined with strong expertise in corporate

leadership and governance. As Founder and

Chief Investment Officer of Phoenician Capital

and a longstanding shareholder, he offers deep

insight into long‑term value creation and a strong

understanding of ASA International’s microfinance

business and strategic priorities.

Appointed: 17 December 2024

Board roles

• Non‑Executive Director since December 2024

• Chair of the Audit and Risk Committee

Leadership roles & other memberships

• Deputy Governor, Central Bank of Kenya

(2015–2023)

• Board Member, African Stability Board

• Director, Financial Reporting Centre (FRC),

Kenya

• Director, Capital Markets Authority of Kenya

• Director, Bamburi Cement Ltd.

• Director, Transparency International

Kenya Chapter

• Vice Chair, Kenya Women’s Finance

Trust (Microfinance)

• Director, University of Nairobi Enterprise

and Services (UNES) Ltd.

• Rhodes Scholarship Selection Committee

(Kenya)

Career and experience

Sheila M’Mbijjewe’s broad engagement across

finance, education, and social welfare reflects

her commitment to societal impact and diverse

expertise. Her appointments highlight her influence

in financial markets, corporate governance,

education, and philanthropy, shaping Kenya’s

financial landscape and extending to regional

and international platforms.

Appointed: 17 December 2025

Board roles

• Non‑Executive Director of the Company since

17 December 2025

Board memberships & leadership roles

• Co‑Manager of KSHFO LLC

• Former Board Chair of Direct Relief

• Current Chair of the Nominations and

Governance Committee, Direct Relief

• Former Board Member of BioIQ

• Former Board Member of Ovation Medical

• Former Board Observer at ParentSquare

Career and experience

Mark Schwartz brings extensive commercial,

investment and governance experience across

finance, healthcare and consumer sectors. As

co‑manager of KSHFO LLC and former President and

CEO of Specialty Merchandise Corporation, he offers

strong leadership and strategic oversight expertise.

His board and philanthropic roles further strengthen

the Board’s governance and stakeholder perspective.

Female – 2

Male – 5

Board by gender

Board by age

Independence of the Board

<50 – 1

50-60 – 1

60‑70 – 4

>70 – 1

Chair – 1

Independent – 3

Non-Independent – 3

Executive members – 1

Non‑Executive members – 6

Balance of the Board

<2 years – 4

2‑7 years – 3

Board by tenure

Board diversity

Sheila M’Mbijjewe

Independent

Non-Executive Director

A/R

John Khabbaz

Independent

Non-Executive Director

A/R

Mark Schwartz

Non-Executive Director

See our diversity listing rule table in our

Nomination Committee report on page 100

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Executive Committee

Joint corporate headquarters in Dhaka and Amsterdam.

Rob Keijsers

Chief Executive Officer

Joined: 2022

Years of financial services experience: 19

Mr Keijsers leads ASA International’s overall strategy

and operations. He previously served as Interim CEO

and Chief Digital & Information Officer, where he led the

Group’s digital transformation and technology agenda.

Prior to joining ASA, he spent over 15 years at ABN

AMRO, specialising in large-scale transformations,

post‑merger integrations and greenfield operations.

Geert Embrechts

Chief Financial Officer

Joined: 2026

Years of financial services experience: 30

Mr Embrechts oversees Finance, Treasury, Tax and

Investor Relations, supporting execution of the Group’s

strategy. He brings 30 years of international banking

experience from Rabobank, where he led finance and

control functions across business lines and geographies,

including emerging markets, and served on several

Supervisory Boards.

Azim Hossain

Chief of Operations

Joined: 2007

Years of financial services experience: 37

Mr Hossain is responsible for the Group’s operational

performance, drawing on more than 34 years in

microfinance. His experience includes senior leadership

roles at ASA Bangladesh and involvement with UNDP

MicroStart, with deep expertise in finance systems, risk

management frameworks and institutional strengthening.

Grace Thiongo

Chief Risk and Compliance Officer

Joined: 2025

Years of financial services experience: 19

Ms Thiongo leads the Group’s Risk, Compliance and

Sustainability function, with over 19 years’ experience

across global financial services. She has a strong track

record in audit and risk leadership, working closely with

boards and regulators, and holds advanced qualifications

in risk management and business administration.

Martijn Bollen

General Counsel

Joined: 2007

Years of financial services experience: 18

Mr Bollen oversees the Group’s legal affairs and

governance matters, bringing close to 20 years’ experience

in microfinance and international finance. He also serves as

General Counsel for Catalyst Microfinance Investors and

previously practised as a banking and finance attorney.

Sivan Maron

Chief Human Resources Officer

Joined: 2025

Years of change management experience: 20

Ms Maron leads the Group’s people and culture agenda,

with more than a decade of international HR leadership

experience. Formerly with Unilever, she drove complex

organisational transformations across diverse markets and

positioned human capital as a strategic enabler of business

performance.

Steven van Zuylen

Chief Technology Officer

Joined: 2022

Years of financial services experience: 25

Mr van Zuylen leads the Group’s technology strategy

and digital transformation initiatives. With over 20

years’ experience in banking technology at ABN AMRO,

he has managed core banking migrations, large-scale

transformation programmes and the development of

digital infrastructure across multiple geographies.

Ezazul Islam

Head of Internal Audit

Joined: 2024

Years of financial services experience: 12

Mr Islam leads the Group’s Internal Audit function,

bringing over 15 years’ experience across financial

services, FMCG and pharmaceuticals. He previously held

senior internal audit roles at IPDC Finance and BRAC

Bangladesh and is a Fellow Chartered Accountant with

strong expertise in governance and controls.

Tanwir Rahman

Finance Director

Joined: 2017

Years of financial services experience: 17

Mr Rahman transitions to the role of Finance Director,

based in Dhaka, having served as Group CFO and bringing

over 17 years’ experience across financial services.

The Group’s Executive Committee was significantly refreshed in 2025 as part of strategy to strengthen leadership across the organization.

Full biographies are available

Executive Committee

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Country CEOs

Each country CEO has significant

professional experience gained in

financial services, including

microfinance, as well as in other

sectors.

Pakistan Myanmar

India Philippines

Khurram Gul Agha

25 years of financial services experience

Appointed: November 2025

Md. Muzammel Haque

20 years of financial services experience

Appointed: November 2023

Anjan Dasgupta

38 years of financial services experience

Appointed: April 2013

Nazeer Minhaj

23 years of financial services experience

Appointed: August 2025

Mr Agha has over 25 years’ experience in financial services, including senior

digital transformation roles. Formerly Chief Transformation, Digital and

Information Officer at ASA Pakistan, he now serves as Interim CEO of

Pagasa Philippines, driving digital innovation and operational enhancement.

Mr Haque has over 20 years’ experience in microfinance, having held

finance and operational leadership roles within ASA Bangladesh, ASA

Nigeria and ASA India. He brings strong expertise in financial management,

governance and operational oversight in complex markets.

Mr Dasgupta is a banking and microfinance specialist who previously

led cooperative banks in India, including an Urban Cooperative Bank

in Sikkim. He has transformed start‑up MFIs into regulated NBFCs,

attracted international investment and delivered RBI-recognised

financial inclusion programmes.

Mr Minhaj has over 23 years’ experience across banking and multinational

corporates. Prior to joining ASA, he led Agriculture Banking and earlier

Branchless Banking at HBL, advancing financial inclusion initiatives.

He brings strong expertise in digital finance, strategy and large‑scale

business leadership.

South Asia

South East Asia

Sri Lanka

Nimesh Fernando

21 years of financial services experience

Appointment date: May 2025

Mr Fernando has nearly 25 years’ experience in banking and fintech, most

recently leading iPay at LOLC Finance PLC. He has also held senior roles

at Nations Trust Bank, Seylan Bank and HSBC, bringing strong expertise

in digital payments, cards and SME finance.

ASA International Group plc

Annual Report and Accounts 2025

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Country CEOs (continued)

West Africa East Africa

Sierra Leone

Ghana

Kenya

Rwanda Uganda

Tanzania

Zambia

Nigeria

Sulaiman Lumeh

10 years of financial services experience

Appointed: Dec 2025

Md. Aourongjeb

18 years of financial services experience

Appointed: March 2013

Ahsan Habib

19 years of financial services experience

Appointed: July 2023

Christian Salifou

13 years of financial services experience

Appointed: September 2024

Allen Semboze

23 years of financial services experience

Appointed: September 2024

Muhammad Shah Newaj

16 years of financial services experience

Appointed: March 2014

Leeth Gondwe

19 years of financial services experience

Appointed: March 2025

Funmilola Paseda Oladoyinbo

25 years of financial services experience

Appointed: October 2024

Mr Lumeh brings over 10 years’ experience in financial services, most

recently as Chief Operating Officer at Standard Chartered Bank Sierra Leone.

He combines operational leadership with deep local market knowledge

and strong sector relationships.

Mr Aourongjeb is a seasoned microfinance leader with extensive

experience in operations and institutional transformation. He successfully

converted ASA Ghana into a regulated, profitable entity and also leads

ASA Consultancy Limited. Previously Assistant Director (R&D) at ASA

Bangladesh, he brings deep sector expertise and recognised leadership

in Ghana’s financial services industry.

Mr Habib brings nearly two decades of ASA experience

across Bangladesh, Nigeria and Rwanda before leading

Kenya. He previously served as Deputy Managing Director

at ASA Rwanda and Program Manager at ASA Nigeria,

combining strong operational leadership with deep

institutional knowledge.

Mr Salifou brings over a decade of executive experience

in Rwanda’s financial sector, most recently as Group Head

Wholesale Banking at Access Bank Rwanda. He combines

expertise in commercial banking, operations and digital

banking with strong local market knowledge.

Mr Semboze is an experienced banking and fintech executive

who previously held senior roles at Standard Chartered, Barclays,

Stanbic and Airtel Money across multiple countries. He brings

strong expertise in digital financial services and regional

leadership.

Mr Newaj previously served as a senior executive at ASA

Bangladesh before leading ASA Tanzania’s establishment.

Earlier in his career, he worked at City Bank Limited, bringing

experience in finance, HR and banking operations.

Mr Gondwe brings nearly 20 years’ experience in digital finance

and mobile financial services across Southern Africa. Prior

to ASA, he held senior leadership roles in digital and mobile

financial services, driving innovation, partnerships and inclusive

financial growth.

Ms Oladoyinbo is a senior banking executive with over 20 years’ experience

across leading Nigerian banks, most recently FCMB, where she served

as Assistant Vice President & Zonal Head. Her background spans retail,

corporate and wealth banking, bringing strong commercial and

performance leadership.

ASA International Group plc

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Feature story – Our colleagues

Leadership at ASA International has always been built through shared experience, where

learning travels with responsibility, and growth is shaped by those who have gone before.

In 2025, this deeply embedded culture took on a more deliberate and structured form,

as peer learning became a strategic tool to strengthen leadership depth across the Group.

As the organisation welcomed a new generation

of senior leaders, the need for rapid knowledge

transfer, contextual understanding, and trusted

peer support became increasingly important. In

response, the Group introduced structured peer

exchanges between leaders at similar levels, an

initiative coined by the Group CEO, Rob Keijsers,

and grounded in a simple conviction: “Alone you

go faster, together you go further.”

The first exchange of its kind took place in Ghana,

where the ASA Ghana CEO hosted peers from

Nigeria and Rwanda for an immersive learning

visit. The programme combined exposure to ASA

Ghana’s banking branch model with in-depth

discussions on Digital Financial Services, including

core banking transformation, mobile applications,

and lessons from ongoing digital initiatives. Candid

reflections on ASA Ghana’s journey, from periods

of challenge to sustained performance, offered

practical insights into resilience, disciplined

execution, and leadership in complex environments.

Peer learning also took shape through a cross‑

country induction journey for the newly appointed

CEO of Zambia, hosted by leadership teams in

Uganda and Kenya. In Uganda, strategic discussions

with senior management were complemented by

visits to branches in remote regions, reaffirming

the consistency of the ASA Model while exploring

shared priorities such as digitisation, diversification,

and accelerated growth. The visit culminated in the

joint opening of a new branch, symbolising learning

translated directly into action. In Kenya, further

engagement with the executive team and branch

operations supported a practical and

contextualised transition into the role.

Beyond these examples, peer learning extended

across the Group throughout the year. CEOs

supported one another through advisory visits,

while functional teams, including Operations

and Finance, undertook targeted exchanges

to share expertise, solve common challenges,

and strengthen execution. Together, these

initiatives reflect a governance culture rooted

in collaboration, continuity, and collective

leadership strength.

Strengthening leadership through peer learning

Visit our website:

www.asa-international.com

SDGs

Seeing best practices first-

hand, and understanding

what works and what doesn’t,

helps us adapt those lessons

meaningfully in our own

markets.

CHRISTIAN SALIFOU, CHIEF EXECUTIVE

OFFICER, ASA RWANDA

BUILD RESILIENCE

Strategy

PROFESSIONALISM TEAMWORK

Values

ASA International Group plc

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Board activities

Stakeholder engagement

and compliance

• At the 2025 AGM, Resolution 18, concerning

the waiver of Rule 9 of the City Code on

Takeovers and Mergers, received less than

80% of shareholders voting in favour.

Consequently, the Board undertook a

shareholder consultation exercise in line with

provision 4 of the UK Corporate Governance

Code. This involved writing to the largest

independent shareholders explaining the

purposes and rationale of the Rule 9 waiver

resolution. The feedback from these meetings

alongside any written feedback will be

reflected in the preparations ahead of

the next AGM to be held on 3 June 2026

• Country heads participated in meetings

with regulatory bodies, strengthening

relationships with local councils, law

enforcement, government bodies, and

microfinance networks

• The Board emphasised the importance of

ongoing improvements to risk processes and

controls and encouraged senior management

to take forward-looking actions in this area

• As a socially responsible lender, the Company

maintained policies and practices to comply

with environmental, social, and legal

requirements, including adhering to client

protection principles and ethical standards

• The Board discussed progress on diversity

and sustainability targets, as well as

community projects

• Overall, the Board remained committed

to ASA’s strategic objectives while tackling

operational challenges and strengthening

financial resilience across key markets

Governance and leadership

• Rob Keijsers was appointed CEO on 1 April

2025. Before that, he served as Interim CEO

from 1 November 2024 to 1 April 2025 after

Karin Kersten stepped down

• The Board approved the appointment of

Geert Embrechts as Group Chief Financial

Officer with effect from 1 February 2026

• The Executive Committee was further

strengthened by the appointment of Sivan

Maron as Chief Human Resources Officer

(effective 1 June 2025) and Steven van

Zuylen as Chief Technology Officer

(effective 1 June 2025)

• The Board oversaw key new appointments

in Zambia, Sri Lanka, Pakistan, Sierra Leone,

the Philippines (interim), and Nigeria to

strengthen country leadership and improve

governance across jurisdictions

• The Board oversaw the implementation of

a new HR framework to support the strategic

priorities of job architecture, performance and

incentives, matrix organisation, and succession

• The Board reviewed and approved the

Committee composition following the

changes in directors during the year

Financial and operations

oversight

• Given the sustained improvement in business

and financial performance seen over the

course of 2025, the Board approved a final

dividend of USD 0.041 per share paid to

ASA International Group plc shareholders

in June 2025

• The Board reviewed key elements of the

2026 budget, and priorities for the following

year, including IT migration, three lines of

defence implementation, salary assumptions,

and growth expectations for clients

and branches

• The Board reviewed the strategy for India

and received regular updates on progress

to deconsolidate ASA India’s assets and settle

all creditors so that the Company could be

financially deconsolidated by the end of 2026

• The Board reviewed and approved the

Annual Report and Accounts 2024

Strategic and technological

initiatives

• The Company continued to focus on digital

transformation, including the implementation

of a Core Banking System (‘CBS’) and a

digital financial services platform (DFS App).

The digitalisation of client procedures

was prioritised

• CBS implementation was finalised in Ghana in

2025 and in Tanzania in early 2026, resulting

in a full migration to the new T24 system

Meeting attendance

Member name Meetings attended

Executive Directors

Rob Keijsers 6/6

Non-Executive Directors

Chris Low (until 5 June 2025) 2/3

Dirk Brouwer 5/6

Guy Dawson 6/6

Hanny Kemna 6/6

Salehuddin Ahmed (until 19 June 2025) 1/3

Sheila M’Mbijjewe 6/6

John Khabbaz (from 23 April 2025) 4/4

Mark Schwartz (from 17 December 2025) 1/1

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Corporate Governance

Financial Statements Additional Information

Leadership from the Board

It periodically reviews performance in the light of

the Group’s strategic aims and business plans and

budgets, and ensures that any necessary corrective

action is taken. The Board is responsible for

approving the interim and annual financial

statements and the Annual Report, including the

dividend policy, the declaration of interim dividends

and the proposal of final dividend to shareholders.

The Board has overall responsibility for ensuring

a sound system of internal control and risk

management, including procedures for the

detection of fraud and the prevention of bribery.

The Board has delegated the day‑to‑day running

of the Group to the CEO and his management team,

who review and approve all of the information

and proposals that are submitted to the Board.

All Directors have access to the advice and services

of the Company Secretary, Prism Cosec Limited,

who is responsible for ensuring that Board

procedures are followed and that applicable rules

and regulations are complied with. All Directors

may take independent professional advice at the

expense of the Company in the furtherance of their

duties, if they judge it necessary. On appointment,

all Directors are advised of their duties,

responsibilities and liabilities as a director of a

public listed company. Directors have the right to

request that any concerns they have are recorded

in the appropriate Committee or Board minutes.

The Board’s primary role is to

provide overall leadership and

to ensure that the Company is

appropriately managed to deliver

long-term stakeholder value.

The Board of Directors (‘Board’) is responsible

for setting the Company’s objectives and policies,

and providing the effective leadership and control

required for a public company. It is also responsible

for approving the Group strategy, budgets, business

plans, and major capital expenditure, and it

monitors financial performance and critical

business issues.

The Board oversees the Group’s operations, with

the aim of ensuring that it maintains a framework

of prudent and effective controls, which enables

risks to be properly assessed and appropriately

managed. The Governance report is structured

around the key themes of the UK Corporate

Governance Code (‘Code’) to provide genuine

understanding of how governance supports and

protects the Group and our stakeholders.

Board size and composition

The Board comprises: Guy Dawson (Chairperson),

Dirk Brouwer (Deputy Chairperson), Rob Keijsers

(Chief Executive Officer), Hanny Kemna

(Independent Non‑Executive Director), Sheila

M’Mbijjewe (Independent Non‑Executive Director),

John Khabbaz (Independent Non‑Executive

Director) and Mark Schwartz (Non‑Executive

Director).

The Company is committed to ensuring that

any vacancies that may arise are filled by the

best‑qualified and most suitable candidates and

recognises the value of gender and ethnic diversity

in the composition of the Board. When Board

positions become vacant as a result of retirement,

resignation, or otherwise, the Board aims to ensure

(through the Nomination Committee, and using

an external search agency as appropriate) that

a diverse pool of candidates is considered. By

a process of annual review, the Board ensures

that it continues to consist of members who have the

relevant knowledge, skills, and expertise to undertake

their duties as Directors in such a way as to ensure

proper corporate governance and help to generate

sustainable long‑term value for stakeholders.

Biographical details of the Directors at the date of this

report are set out on pages 77 to 78 together with

details of their membership of Board Committees.

Board balance and Non-Executive

Directors’ independence

In accordance with the Code, the Board maintains

a well-balanced composition. The Board consists

of seven Directors: a Non‑Executive Chairperson,

a Chief Executive Officer (‘CEO’), and five Non‑

Executive Directors, three of whom are considered

independent by the Board, which is satisfied that

they are free from any business or other relationship

that could materially interfere with the exercise

of their independent judgement.

The Board was temporarily non-compliant with

Provision 9 when Chris Low assumed the role of

Non‑Executive Chair on the resignation of Karin

Kersten in November 2024, and until Rob Keijsers

was appointed as permanent CEO in April 2025.

This short period of non-compliance was accepted

by the Board as necessary to enable a full and proper

search process for a permanent CEO to take place

and to provide support to Rob Keijsers whilst he was

acting as Interim CEO.

While Mr Dawson has served on the Board for over

nine years, he continues to provide independent

judgement and challenge.

Senior Independent Director

As recommended by the Code, the Board has

appointed one of the Non‑Executive Directors

to be the Senior Independent Director to provide

a ‘sounding board’ for the Chairperson in matters of

governance and to serve as an intermediary for the

other Directors and for shareholders when required.

The Senior Independent Director meets the other

Non‑Executive Directors once a year to appraise the

performance of the Chairperson, and is available to

shareholders if they have concerns which contact

through the normal channels of the CEO and the

Chairperson has failed to resolve or for which such

contact is inappropriate. Hanny Kemna has been the

Senior Independent Director since 1 January 2021.

The Code further recommends that Directors

should be subject to annual re‑election. All the

Directors of the Company (except Mark Schwartz

who was appointed later) were re-elected at the

AGM held on 19 June 2025.

Compliance with the UK Corporate Governance

Code 2024 (‘the Code’)

See the Corporate Governance Statement

in the Directors’ report on page 123.

Matters reserved for the Board

The Board has responsibility, inter alia, for the

overall leadership of the Company and setting

the Company’s values and standards. Specifically,

it approves the annual operating and capital

expenditure budgets and any material changes

to them. It also oversees the operations of the

Group so as to ensure prudent management,

planning, risk management and internal control

systems, adequate accounting and other records,

and compliance with statutory and other

regulatory obligations.

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Annual Report and Accounts 2025

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Leadership from the Board (continued)

Relationship Agreement

The Company has entered into a relationship

agreement (the ‘Relationship Agreement’) with

its founders (the ‘Controlling Shareholder Group’),

the principal purpose of which is to ensure that the

Company will be able, at all times, to carry out its

business independently of the members of the

Controlling Shareholder Group and their respective

associates. The Relationship Agreement contains

undertakings from each of the members of the

Controlling Shareholder Group that (i) transactions

and relationships with it and its associates will

be conducted at arm’s length and on normal

commercial terms, (ii) neither it nor any of its

associates will take any action that would have the

effect of preventing the Company from complying

with its obligations under the UK Listing Rules, and

(iii) neither it nor any of its associates will propose

or procure the proposal of a shareholder resolution

which is intended or appears to be intended to

circumvent the proper application of the UK Listing

Rules. The Company is in compliance with the

undertakings in the UK Listing Rules.

In accordance with the terms of the Relationship

Agreement, for so long as Catalyst Microfinance

Investors (‘CMI’) (currently holding 0%) and

Catalyst Continuity (currently holding 29.6%)

together retain, (i) an aggregate interest of greater

than or equal to 25% in the issued ordinary share

capital of the Company, they shall together be

entitled to appoint two Non‑Executive Directors to

the Board, and (ii) an aggregate interest of less than

25% but greater than or equal to 10% in the issued

ordinary share capital of the Company, they shall

together be entitled to appoint one Non‑Executive

Director to the Board. In addition, for so long as

CMI and Catalyst Continuity together retain an

interest of 10% or more in the issued ordinary

share capital of the Company, they shall be entitled

to appoint one Non‑Executive Director to the

Company’s Nomination Committee. The Company

announced on 17 December 2025 that CMI and

Catalyst Continuity had appointed Mark Schwartz

as a Non‑Executive Director to the Board of the

Company and member of the Nomination

Committee.

The Relationship Agreement will terminate if the

ordinary shares cease to be listed on the premium

listing segment of the Official List and traded on

the London Stock Exchange or the Controlling

Shareholder Group together ceases to retain an

interest of 10% or more of the issued ordinary

share capital of the Company (or an interest which

carries 10% or more of the aggregate voting rights

in the Company from time to time).

Management succession

Geert Embrechts was appointed by the Board

as Chief Financial Officer (‘CFO’) from 1 February

2026, with Tanwir Rahman, the former CFO,

assuming a new role of Finance Director in the

Dhaka office.

The Board has established a number of

Committees, to which responsibility for certain

matters has been delegated. The Board Committee

structure is shown in the diagram above. Each

Committee has written terms of reference setting

out its roles and responsibilities, and the extent of

the authority delegated by the Board. The terms

of reference are available on the Company’s

website. The Chair of each Committee reports

regularly to the Board on matters discussed at

Committee meetings.

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Annual Report and Accounts 2025

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Governance framework

The Board Committees

The Board has established the three Committees

envisaged by the Code: an Audit and Risk

Committee, a Nomination Committee and a

Remuneration Committee. The Board has also

established an Independent Directors’ Committee.

If the need should arise, the Board may set up

additional Committees as appropriate. Reports

on the Committees’ activities in 2025 appear later

in this report.

Audit and Risk Committee

The Audit and Risk Committee has responsibility

for, among other things, monitoring the integrity of

the financial statements of the Company, reviewing

the Company’s internal financial controls, and

monitoring and reviewing the effectiveness of the

Company’s Internal Audit function and external

audit process. The Audit and Risk Committee is

chaired by Sheila M’Mbijjewe, with Hanny Kemna,

and John Khabbaz as members. It meets at least

four times a year, and convened five times in 2025.

Nomination Committee

The Nomination Committee assists the Board in

determining the composition and make‑up of the

Board. It is responsible for periodically evaluating

the balance of skills, experience, independence, and

knowledge of the Board. It leads the process for

Board appointments and makes recommendations

to the Board, taking into account the challenges

and opportunities facing the Group in the future.

Meetings of the Board

At each scheduled meeting, the Board receives

reports from the CEO, Chief of Operations (‘COO’)

and the Chief Financial Officer (‘CFO’) on the

performance and results of the Group. In addition,

the Chief Risk and Compliance Officer (‘CRCO’)

provides updates on regulatory and compliance

matters, and the General Counsel (‘GC’) provides

updates on legal and corporate affairs.

The Board also receives regular updates from the

Head of Treasury and the Head of Internal Audit.

Operational updates are provided by the COO, and

updates related to IT systems of the Company are

provided by the CEO. An annual schedule of rolling

agenda items ensures that all matters are given due

consideration and are reviewed at the appropriate

point in the financial and regulatory cycles. During

the year, the Board also received updates from

several Country CEOs on regional performance and

aspirations. Meetings are structured to ensure that

there is sufficient time for consideration and debate

on all matters. In addition to scheduled or routine

items, the Board also considers key issues that

impact the Group, as they arise.

The Directors receive detailed papers in advance

of each Board meeting which are accessed via

a secure electronic Board portal. The Board and

Board Committee agendas are carefully structured

by the CEO, General Counsel and Company

Secretary for the Chair’s approval. Each Director

may review the agenda and propose items for

discussion with the Chair’s agreement. Additional

information is also circulated to Directors between

meetings, including relevant updates on business

and regulatory announcements. The annual Board

meeting schedule is set well in advance to help

ensure the availability of all Directors.

The Nomination Committee was chaired by Chris

Low until his resignation as a Director on 5 June

2025, and is now chaired by Guy Dawson. Its other

members during 2025 were Hanny Kemna, John

Khabbaz, Sheila M’Mbijjewe, Salehuddin Ahmed

(until his resignation on 19 June 2025) and Mark

Schwartz (since his appointment as a Director on

17 December 2025).

The Nomination Committee meets at least twice

a year, and met five times in 2025.

Remuneration Committee

The Remuneration Committee assists the

Board in fulfilling its responsibilities in relation

to remuneration. This includes making

recommendations to the Board on the Company’s

policy on executive remuneration, including

setting the overarching principles, parameters,

and governance framework of the Group’s

Remuneration Policy and determining the individual

remuneration and benefits package of each of the

Company’s Executive Directors and its Company

Secretary. The Remuneration Committee also

ensures compliance with the Code in relation

to remuneration.

The Remuneration Committee also monitors

remuneration for senior management and

provides oversight to any significant changes

to remuneration practices throughout the Group,

including the design and structure of any variable

pay schemes.

The Remuneration Committee is chaired by Hanny

Kemna, with other members being John Khabbaz

and Sheila M’Mbijjewe. Guy Dawson was a member

of the Committee until his reappointment as

Chairperson of the Board at which point he stepped

down, but continues to attend meetings as an

attendee. Salehuddin Ahmed was a member of the

Committee until his resignation on 19 June 2025.

The Remuneration Committee normally meets at

least three times a year, and met five times in 2025.

Independent Directors’ Committee

The Independent Directors’ Committee identifies

and manages matters involving conflicts of interest

(including potential conflicts of interest) between

any Group company, on the one hand, and any

controlling shareholder or related party (each as

defined under the UK Listing Rules), on the other

hand. It is also responsible for overseeing and

scrutinising the relationship between the Group,

its related parties, and its controlling shareholders

(including evaluating, monitoring, and approving

any material transactions or arrangements between

such parties and generally monitoring compliance

with the Relationship Agreement (see page 85).

The Independent Directors’ Committee comprises

all of the Independent Non‑Executive Directors,

being Guy Dawson (Chairperson), Hanny Kemna,

John Khabbaz, and Sheila M’Mbijjewe. The

Committee met twice in 2025.

The Board

Audit and Risk

Committee

Nomination

Committee

Remuneration

Committee

Independent

Directors’

Committee

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ESG Report

Corporate Governance

Financial Statements Additional Information

Governance framework (continued)

Board performance review

In accordance with the requirements of the 2024

UK Corporate Governance Code, the Board

engaged Spencer Stuart to conduct an externally

facilitated review of the performance of the Board

and its Committees in 2025. Spencer Stuart has

been engaged in parallel with a Board succession

process but has not had a previous connection to

the Company. The review was carried out by means

of a questionnaire, individual interviews with

Directors, a review of Board and Committee papers

and observing a cycle of meetings.

A report was produced summarising the results,

which was discussed in detail by the Board.

The review confirmed that the Board and its

Committees continue to operate effectively with

strong Board dynamics, appropriate Committee

and governance structures and alignment around

the ambition for the Company and support for

management. The main areas identified for

improvement and further focus in 2026 include

more proactive focus on succession at Board

and Executive level and timeliness of Board

papers and framing of key issues to ensure

appropriate consideration of complex subjects.

Further details of which will be disclosed in the

2026 Annual Report.

In the event that Directors are unable to attend the

meetings, they receive papers in the normal manner

and have the opportunity to relay their comments

and questions in advance of the meeting, as well

as follow up with the Chair if necessary. The same

process applies in respect of the various Board

Committees. The briefing notes and reports, and

the Board’s consideration of them, take into

account the factors set out in Section 172 of the

Companies Act 2006 concerning the need to have

regard to the interests of the Company’s various

stakeholders.

The briefing for each of its meetings covers

financial and operating performance, treasury, risk,

human resources, legal and compliance, internal

audit, IT, Grievance Mitigation Committee (‘GMC’),

Fraud and Misappropriation Prevention Unit

(‘FMPU’), and corporate social responsibility (‘CSR’)

matters. Management accounts are produced for

each Board meeting together with an updated

dashboard of Key Performance Indicators, broken

down by geographical region.

On a monthly basis, the Board receives a

management report covering operations, the

financial and budgetary situation, internal audit,

taxation, treasury, risk, human resources, legal

and compliance matters, and CSR matters.

A further aspect of reporting to the Board is Social

Performance Management (‘SPM’), which covers

the handling of complaints, satisfaction surveys,

and the achievement of social goals. (This is

referred to in more detail in the Non‑financial and

sustainability information statement on pages 73

to 74.)

For further information on the Board’s work

during the year and a table of attendance at Board

and Committee meetings, see ‘Board activities’

on page 83.

Chairperson and Chief Executive Officer

The division of responsibilities between the

Chairperson and the CEO has been agreed by the

Board. The Chairperson has responsibility for the

leadership of the overall effectiveness of the

Board, setting the Board’s agenda, ensuring the

maintenance of a proper balance of skills and

experience on the Board, succession planning,

and the provision to the Board of accurate, clear,

and timely information to support sound decision‑

making and to enable individual Directors to fulfil

their duties. Between 1 November 2024 and

31 March 2025, Chris Low assumed the role of

Executive Chair, while leading the search process,

culminating in the appointment of Rob Keijsers as

CEO on 1 April 2025, at which point he reverted

to his non‑executive role. As disclosed earlier

in this report, this resulted in a temporary period

of non-compliance with Provision 9 of the UK

Corporate Governance Code. Chris Low

subsequently stepped down as Non‑Executive

Chair and Director on 6 June 2025 at which point

Guy Dawson resumed this role which he had

previously held until 31 October 2024.

Guy Dawson’s other significant commitments are

set out in his biography on page 77. The Board is

satisfied that his other commitments do not restrict

him from carrying out his duties effectively.

The CEO, Rob Keijsers, reports directly to the

Chairperson of the Board and is responsible for

all executive management within the Group on a

day‑to‑day basis, within the authority granted by

the Board. Dirk Brouwer continues his role as the

Deputy Chairperson and Special Adviser.

The Company’s Independent Non‑Executive

Directors (excluding the Chair) are Hanny Kemna,

John Khabbaz, and Sheila M’Mbijjewe. Within

the Board’s overall risk and governance structure,

the Independent Non‑Executive Directors are

responsible for contributing sound judgement

and objectivity to the Board’s deliberations and

the decision-making process. They also provide

constructive challenge and oversight, and monitor

the Executive Directors’ delivery of the

Company’s strategy.

Powers of Directors

The Directors are responsible for the management

of the Company. They may exercise all powers of

the Company, subject to the Articles of Association

and to any directions given by the shareholders

by a special resolution.

Appointment and removal of Directors

The appointment of Directors is governed by the

Company’s Articles of Association, the Companies

Act 2006, and other applicable regulations and

policies. Directors may be elected by shareholders

in a general meeting or appointed by the Board of

Directors in accordance with the provisions of the

Articles of Association. All of the then Directors

of the Company were re‑elected at the AGM held

on 19 June 2025. In accordance with the Code,

all Directors retire and may stand for re-election

at each AGM.

Letters of appointment for individual Directors

are available for inspection by shareholders at

each AGM and during normal business hours at

the Company’s registered office. The Articles of

Association provide that in addition to any power

to remove Directors conferred by the Companies

Act 2006, the Company may remove any Director

from office by ordinary resolution of which special

notice has been given.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Governance framework (continued)

Following the internal review undertaken to assess

performance in 2024, the Board has progressed the

key actions arising. Board processes have improved

including the move to a new electronic Board portal to

increase accessibility to Board materials for Directors.

Following the appointment of a Group Chief Risk and

Compliance Officer in 2025, risk and compliance

reporting has evolved, providing the Board with

greater oversight of the key risks facing the business

and contributing to more effective discussions.

Reappointment of Directors

at the 2026 AGM

The Board has confirmed its view that each

of the Directors continues to be effective and

to demonstrate commitment to their role.

On the recommendation of the Nomination

Committee, the Board will therefore be

recommending all of the Directors for

reappointment at the AGM, and Mark Schwartz

who the Board will be recommending for election.

The Board has determined that the Non‑Executive

Directors, except for Dirk Brouwer and Mark

Schwartz, continue to meet the independence

criteria set out in the Code.

Induction and professional development

On appointment, all new Directors receive

a comprehensive and personalised induction

programme to familiarise them with the Group,

tailored to their specific requirements. The

Company also provides bespoke inductions for

the relevant Directors when they are appointed

as a Committee Chair. Induction programmes are

tailored to a Director’s requirements, but would

typically include site visits, one‑to‑one meetings

with Executive Directors, the Company Secretary,

and senior management for the business areas, and

support functions and meetings with the external

auditor. Directors also receive guidance on

Directors’ liabilities and responsibilities.

In addition, the Chairperson and CEO may agree

any specific requirements as part of each

Non‑Executive Director’s regular reviews.

Company Secretary

The Board has appointed Prism Cosec Limited as

its Company Secretary. The Company Secretary is

responsible for ensuring that Board procedures and

applicable rules and regulations are observed and

for advising the Board, through the Chairperson

or the General Counsel, on all governance matters.

All Directors have direct access to the services and

advice of the Company Secretary, who also acts

as secretary to the Board Committees.

Conflicts of interest

The Articles of Association include provisions

giving the Directors authority to approve conflicts

of interest and potential conflicts of interest as

permitted under the Companies Act.

A procedure has been established whereby actual

and potential conflicts of interest are regularly

reviewed and appropriate authorisation sought

prior to the appointment of any new Director or

if a new conflict or potential conflict arises.

Directors are regularly reminded that they must

declare, before or at the beginning of the meeting

concerned, any matter on the agenda for the

meeting in respect of which they may have a

conflict of interest; they will, if necessary, withdraw

from the meeting during the discussion of that item

and not participate in any decision relating to it.

The decision to authorise a conflict of interest

can only be made by non‑conflicted Directors

(effectively, the Independent Directors’ Committee

less any of its members who may be connected

with the relevant conflict), and in making such

a decision the Directors must act in a way they

consider, in good faith, will be most likely to

promote the success of the Company. The Board

is satisfied that this procedure operated effectively

throughout the year.

Board and Committee effectiveness

Annual Board and Committee evaluation

See ‘Board performance review’ on page 87.

* Non-voting member. Reports directly to the Chair

of the Audit & Risk Committee

Board of Directors

Chief Executive Officer

Executive Committee

Operations Risk & Compliance

Asset

Liability

Committee

Disclosure

Committee

Legal

Finance (Accounts, Investor

Relations & Treasury)

Human Resources

Internal Audit*

Digital and Information Technology

South Asia South East Asia East Africa West Africa

India The Philippines Tanzania Nigeria

Pakistan Myanmar Uganda Ghana

Sri Lanka Kenya Sierra Leone

Rwanda

Zambia

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Governance framework (continued)

The field staff of each MFI includes mid‑level

management and branch staff. Mid-level managers,

such as district, regional, and area managers, travel

across branch networks to perform supervisory

functions, as they usually do not have separate

offices. Larger institutions may also have assistant

district managers or deputy heads of operations.

These managers report to their supervisors and the

Managing Director at the country head office, and are

responsible for inspecting branches and attending

client group meetings to ensure effective operations.

At these meetings, they gather client feedback and

follow up on prior complaints. Each branch is typically

staffed by a branch manager, assistant branch

manager, loan officers, and support staff.

Management and operational structure

The Executive Committee presently consists of

the Chief Executive Officer (‘CEO’), the Chief of

Operations (‘COO’), the Chief Financial Officer

(‘CFO’), the General Counsel (‘GC’), the Chief Risk

and Compliance Officer (‘CRCO’), the Chief Human

Resources Officer (‘CHRO’) and the Chief Technology

Officer (‘CTO’). The Head of Internal Audit is a

non‑voting member of the Executive Committee;

he reports directly to the Audit and Risk Committee

of the Board, with a ‘dotted line’ to the CEO.

The Executive Committee functions as a single

body, and the country managers and department

heads report to it directly. The Group’s operations

are standardised, which allows management’s

authority to be decentralised and delegated

(within specified limits) from the Group to each

of its microfinance institutions.

The Asset Liability Committee (ALCO), a sub‑

committee of the Executive Committee, oversees

the Group’s balance sheet management and

liquidity strategy. Chaired by the Chief Financial

Officer, the ALCO comprises the Chief Executive

Officer, Chief of Operations, General Counsel,

Chief Risk & Compliance Officer, and the Head

of Treasury. The committee meets regularly

to monitor liquidity, interest rate risk, funding

plans and broader market developments, ensuring

prudent asset–liability management across the

Group.

The Disclosure Committee is chaired by the Chief

Executive Officer, with other members comprising the

Chief Financial Officer, the Chief Risk & Compliance

Officer and the General Counsel. The Head of Investor

Relations is a standing attendee. The Committee’s task

is to regularly assess / identify inside information and

recommending its disclosure per the Company’s

procedures, ensuring compliance with the UK Market

Abuse Regulation (MAR).

Detailed reports on each Board Committee, including

their roles, responsibilities, and yearly activities, are

provided later in this report.

The chart on the previous page sets out a simplified

overview of the Group’s management structure as

well as the Group’s operating structure, which is

based on geographical proximity and associated

cultural similarities and is, therefore, segmented

into four regions: South Asia, South East Asia,

East Africa, and West Africa.

The Group’s microfinance institutions operate a

total of 2,232 branches across thirteen countries

in South Asia, South East Asia, East Africa, and

West Africa. Limited administrative layers exist

throughout each in‑country branch network, which

promotes the active participation of all staff, quick,

and autonomous decision‑making capacity, and the

efficient deployment and monitoring of loans. Each

of the Group’s microfinance institutions has its own

Board of Directors (an ‘MFI Board’) which, in most

countries, includes a number of Independent

Directors, as well as members of the Company’s

senior management, such as the CEO and/or COO.

The remaining Independent Directors often have

extensive experience in the finance/microfinance

industry or at central banks.

Local management and operational

structure

Each of the Group’s microfinance institutions also

has a country‑level head office from which the

Chief Executive Officer (‘Entity CEO’) works and

manages the microfinance institution, reporting to

the local MFI Board and the Group’s international

corporate headquarters. Reporting to the Entity

CEO, the head of operations is also located in the

country head office and oversees the microfinance

institution’s mid‑level management. The country

head office also includes common head office

functions, including Finance and Accounts, Internal

Audit, Legal and Compliance, Information

Technology, Human Resources and Risk Management.

Internal Audit reports directly to the local MFI

Board, as well as functionally to the Head of

Group Internal Audit.

Each country’s head office also includes a Fraud

and Misappropriation Prevention Unit, which

investigates unusual branch activity and/or client

complaints through unannounced branch

inspections, and reports to the Entity CEO of

the microfinance institution as well as to senior

management in the international corporate

headquarters.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Governance framework (continued)

Substantial shareholdings

The table below sets out details of the interests

in voting rights of 3% or more notified to the

Company as at 31 December 2025 under the

provisions of the FCA’s Disclosure Guidance and

Transparency Rules. Information provided by the

Company pursuant to the Disclosure Guidance and

Transparency Rules is publicly available via the

regulatory information services and on the

Company’s website.

The table reflects shareholding as of 31 December

2025. Substantial shareholders do not have

different voting rights from other shareholders.

Name of Shareholder Number of shares % holding

Conifer Capital

Management

19,238,898 19.24%

Catalyst Microfinance

Investors

18,639,472 18.64%

Catalyst Continuity

18,051,406 18.05%

Phoenician Capital

10,100,000 10.10%

Renta 4 Gestora 3,367,852 3.37%

1 As of 31 December 2025, Dirk Brouwer holds a 36.7%

interest in the Company through CMIMC, which he

ultimately controls. This interest is held via Catalyst

MicrofinanceInvestors(18.64%)andCatalystContinuity

(18.05%), both also under his ultimate control. Since

31 December 2025, Dirk Brouwer’s interest has reduced

to 29.6 % (as at 3 March 2026).

2 The holdings of Conifer Capital Management, Phoenician

Capital, and Redwheel have been built up over the years.

Engagement with shareholders

The Group has an investor relations (‘IR’)

programme to ensure that current and potential

shareholders, as well as financial analysts, are kept

informed of the Group’s performance and have

appropriate access to senior management to

understand the Company’s business and strategy.

The Board values maintaining good relationships

with shareholders. The Head of IR, reporting to the

CFO, organises meetings, calls, and presentations

throughout the year. The team regularly collects

investor feedback, which is shared with the Board

and senior management. The CEO, Head of IR, and

CFO meet with major institutional shareholders,

and the Chairperson is available to discuss strategy,

governance, and succession planning.

The Senior Independent Director is available for

shareholders if concerns remain after contacting

the Chairperson or CEO, or if such contact is

inappropriate. Independent Directors are also

available for discussions.

This year, the Board undertook specific

engagement with shareholders regarding the

resolution on the Rule 9 waiver of the City Code

on Takeovers and Mergers following the resolution

receiving less than 80% voting in favour at the

2025 AGM. Further information is included in the

Directors’ Report.

The Board receives regular IR updates from the

Head of IR, including reports on share performance,

Key documents and announcements are available

at asa-international.com/investors.

Stakeholder engagement

Regarding workforce engagement, given the

substantial number of staff primarily located in

branches, the Company appointed the Chairperson

as designated director. The Chairperson made

multiple visits to the head office and conducted

numerous sessions with staff and their

representatives to monitor and report back to the

Board on the Company’s culture. Refer to the S‑172

statement on pages 15 to 17 for further details.

Details of specific engagement carried out by the

CEO, which enables the Board to receive regular

updates on the embedding of the Company’s

desired culture, is on page 57. The Chair of the

Audit and Risk Committee has regular

conversations with the Group Head of Internal

Audit and Group CFO, and the Committee meets

members of the senior management team who

attend every Audit and Risk Committee meeting.

Annual General Meeting

The Board views the AGM as a key opportunity

for shareholders to engage directly, ask questions

in person or in writing, and meet all Directors and

Committee Chairs.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit and Risk Committee reportAudit and Risk Committee report summary

Audit and Risk Committee

The Audit and Risk Committee (‘ARC’) plays

a critical role in overseeing financial reporting,

risk management, and internal controls. It

closely monitors liquidity, regulatory compliance,

and audit processes to ensure the organisation’s

financial stability. The Committee reviews

accounting judgements, external audit findings,

and governance adherence, maintaining

transparency and accountability. Additionally,

it provides oversight of internal and external

audits, fraud prevention measures, and

whistleblowing mechanisms. By assessing

emerging risks, financial viability, and long‑term

business sustainability, the ARC helps safeguard

the Company’s integrity and resilience.

Meeting attendance

Member name and role Meetings attended

Sheila M’Mbijjewe, Chair

5/5

Hanny Kemna, NED

5/5

Salehuddin Ahmed, NED

0/2

Guy Dawson, NED4 2/2

John Khabbaz, NED

3/3

1 Sheila M’Mbijjewe is Chair of the Committee

as of 23 April 2025.

2 Hanny Kemna was Chair of the Committee until

23 April 2025.

3 Salehuddin Ahmed was a member of the Committee

until 19 June 2025.

4 Guy Dawson was a member of the Committee

until 23 April 2025.

5 John Khabbaz has been a member of the Committee

since 23 April 2025.

Key activities in 2025

• Monitored liquidity risks and exchange rate fluctuations

• Monitored covenant compliance and the impact on going

concern, particularly regarding the planned

deconsolidation of ASA India from the Group

• Close focus on reducing fraud and misappropriation

• Reviewed financial reporting, internal audit, and regulatory

compliance

• Assessed credit loss provisions, hyperinflation accounting,

and efficient tax planning

• Strengthened risk management and approved the new

Enterprise Risk Management Framework which provides

enhanced risk strategy and risk appetite framework

Key areas of focus for 2026

• Strengthen staff in governance structures including across

the second line of defence at the Group and Entity level

to enhance risk management and compliance practices

across the Group

• Foster a risk aware culture in which risk management

is a key consideration in business decisions, strategic

initiatives and innovation, to enable ASA to pursue

an acceptable balance between risk and reward

• Monitor the key risks that the Group is exposed to

and Management’s responses to them. This will include

assessing how well the risk management framework and

material controls have been implemented to mitigate the

impact of the key risks

• Set the tone at the top regarding governance and

compliance culture across the Group to continuously

drive high standards of governance, regulatory compliance

and code of conduct

• Enhance fraud risk management, prioritising countries

with the highest fraud risk exposures. This will include

strengthening of internal controls for mitigating fraud

risks and the roles that conduct oversight of fraud risk

As we continue to transform and deliver

sustainable growth in an ever-changing

environment, we remain focused on

evolving our risk management and internal

controls to retain stakeholder trust and

achieve our strategic objectives.”

SHEILA M’MBIJJEWE,

CHAIR OF THE AUDIT AND RISK COMMITTEE

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit & Risk Committee focus areas

in 2025

• Review and Approval Activities: Included

minutes, action taken reports, finance reports,

and updates from EY

• Risk Management Framework: Approved

revised risk strategy and appetite framework

including creation of risk taxonomy used

to identify top 10 risks and approval of Level 1

Credit Risk Policy

• ASA India: Received updates on deconsolidation

and impact on accounting, particularly regarding

the Company’s going concern assessment

• ECL Provision: Reviewed basis for calculation

alongside advice from external auditors

• Raising Concerns: Requested greater awareness

regarding means of raising concerns and a

review of the function of the GMC to ensure

its independence

• Highlighted ongoing issues regarding heightened

fraud risk and misappropriation to the Board

• Standard Reporting: Reviewed audit opinion

from EY for FY 2025, including going concern,

viability, and ECL assessment and assessed audit

reports from EY, risk and compliance reports,

internal audit findings, GMC and FMPU reports,

and whistleblowing incidents

• Control Observations: Reviewed EY’s audit

control observations focused on improving

local leadership and control environments

and improvements to IT migration processes

As Chair of the Audit and Risk

Committee, I am pleased to

present the Committee’s report

for the financial year ended

31 December 2025.

Chair’s overview

I am delighted to present to you my first Audit

and Risk Committee (‘ARC’) report following my

appointment as Chair of the Committee in April

2025. I would like to extend my thanks to Hanny

Kemna for chairing the Committee on an interim

basis while I was familiarising myself with ASA

Group following my appointment as a Director

in December 2024.

This report sets out the key areas of focus of the

Committee during 2025 including an overview

of the principal topics covered at various meetings

of the Committee and provides an overview of

the Group’s system of internal control.

The majority of the Committee’s time has been

spent on our principal roles and responsibilities,

which are to:

• Monitor the integrity of the Company’s financial

statements and external financial reporting

• Review the effectiveness of the Group’s

internal controls

• Monitor and review the activities and

performance of both the Internal Audit

function and external audit process

• Monitor the adequacy and effectiveness

of the risk management framework

• Assess principal and emerging risks and help

to focus the Board’s attention on key risks,

especially liquidity and exchange‑rate risks

• Consider key accounting matters and areas

of judgement and changes

• Discuss specific matters tabled at the request

of the Committee to allow the Committee to

zoom in on topics of interest or concern

The full terms of reference of the Committee

are available on the Company’s website (under

Investors/Corporate Governance/Audit and

Risk Committee).

During the year the Committee has focused on

closely monitoring liquidity and strengthening

the governance and risk culture and framework.

Alongside more routine matters such as reviewing

expected credit losses, funding across the Group,

profitability and forecasts, covenant breaches,

and other related accounting judgements and

disclosures; as in 2024, fraud remained a core

topic of discussion.

The Committee is committed to reducing fraud and

misappropriation across the Group with a particular

focus on high‑risk regions. A key element to reduce

the Group’s risk overall and improve capability

in first line teams to manage risk locally is the

implementation of a revised risk management

framework. As we look ahead to 2026, the Committee

will continue to oversee the implementation of the

new framework across the Group to improve the

Group’s risk and audit capability at local levels

and fully embed a three lines of defence model.

Throughout 2025 the Committee received regular

updates on the impact of ASA India’s financial position

on the Group financial statements. As detailed, the

Committee was pleased to receive confirmation that

the Group had bought out ASA India’s debt from

its major creditor, derisking the Group’s exposure

to third‑party creditors and reducing the material

uncertainty related to the Company’s going concern

status. This provides greater assurance to our

shareholders on the certainty of the Company’s status

going forward. As ASA moves to deconsolidate ASA

India from the Group in 2026, the Committee will

continue to monitor the impact of any sale of the India

business on the financial accounts and will consider

whether any impairments or debt write-offs are

required in future.

As in 2024, the Committee also reviewed the

provisioning and basis for calculation of the

expected credit losses in line with IFRS 9 and

whether adequate provisions have been made

with the Company’s external auditors, Ernst &

Young LLP (‘EY’).

Lastly, I would like to welcome John Khabbaz,

who joined the Committee in April 2025.

Audit and Risk Committee report

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit and Risk Committee report (continued)

• A three lines model comprising local operational

management, Group risk and finance oversight,

and an independent internal audit function

delivering risk-based reviews across geographies,

complemented by external audit procedures on

the local and consolidated financial statements.

The Committee reviewed the external auditor’s

opinions, appropriateness of accounting principles

applied to the financial statements and related

disclosures, and management’s report. The

Committee specifically spoke to the external

auditor about going concern and the potential to

remove material uncertainty, hyperinflation, fraud

and misappropriation, revenue recognition and

expected credit loss provisions.

The Committee also reviewed the EY external

audit findings and EY Control Observations and

Recommendations Report and the management

response and progress to each observation made by

EY. The Committee had a discussion with management

on the observations including IT system migration,

third‑party management, segregation of duties, quality

and ownership of schedules supporting financial

statements and anti‑money laundering policy. The

Committee also discussed the listing requirements

to which the Company is subject to, UK Corporate

Governance Rules, and adherence to planning,

timelines and achievable due dates as a listed

company. EY kept the Committee updated on

developments in corporate governance regulation and

practices that were expected to arise over the next

few years, which may require the Company to produce

new types of documentation, particularly with regard

to the declaration of material controls’ effectiveness

the Board will be expected to make in its 2026 report.

Taking into account the external auditor’s

assessment of risk as well as the Committee’s own

understanding of the Group, the Committee

reviewed and, where necessary, challenged senior

management’s actions, estimates, and judgements

in the preparation of the financial statements.

Audit& Risk Committee priorities for 2026

• Review of financial statements:

– Approval of interim financial statements

and potential recommendation to the Board

• Risk Management and Compliance:

– Continued monitoring of inflation, exchange

rate risks (high‑risk), and credit, liquidity,

and growth risks (medium‑risk)

– Implementation of all Level 1 risk policies

– Strengthening controls in response to EY’s

2025 audit observations

• Whistleblowing and Fraud Prevention:

– Reviewing and acting on whistleblowing

reports

– Closely monitoring control environment

in the Philippines

– Strengthening internal controls by

embedding a three lines of defence risk

management model across regions to

prevent fraud and misappropriation

• Internal Audit Oversight:

– Increased number of process and branch

audits with requisite increase in resource

to meet the demand

– Specific IT audits for the Group and countries

performed, especially those that have

migrated to the new IT system in 2025

– Ensuring ongoing internal audit reviews

align with risk and compliance priorities;

– Group Internal Audit Policy and Charter

updated and approved in 2025 for

implementing across entities

Membership and meetings

The Audit and Risk Committee is comprised

of three Independent Non‑Executive Directors.

During the year, the Committee was chaired by

Hanny Kemna on an interim basis until Sheila

M’Mbijjewe was appointed as Chair of the

Committee on 23 April 2025.

The qualifications of each of the Board members

are outlined in the biographies on page 77 and 78.

The Board considers that the current members

of the ARC have sufficient skills, qualifications and

experience to discharge their duties in accordance

with the Committee’s terms of reference.

In 2025, the Committee met on five occasions.

Full details of attendance by the Non‑Executive

Directors at these meetings are set out in the table

on page 83. In addition to the members of the

Committee, standing invitations to attend meetings

are extended to the CFO, CRCO and CLO. All

attend the Committee meetings as a matter of

course and have supported and informed the

Committee’s discussions. Invitations to attend are

extended to other members of senior management

as required, so that they can brief the Committee

on specific issues under review.

The external auditor, EY, attends each meeting,

and the Committee Chair has regular contact with

the lead audit partner throughout the year. The

Committee also met with both internal and external

auditors privately (i.e. without members of senior

management present) during the year. Since the

Committee has responsibility for both audit and risk

monitoring, this report will address the activities

of both functions during the financial year.

Audit overview

The ARC is responsible for monitoring the integrity

of the Company’s financial statements and

reviewing and reporting to the Board on significant

financial reporting issues and judgements. The

Committee also considers whether the Company

has adopted appropriate accounting policies and

made appropriate estimates and judgements after

taking into account the views of the auditors.

Other than the above, the Committee monitors:

• Compliance with accounting standards and legal

and regulatory requirements

• The reporting of related party transactions

• The basis on which the Group is considered

to be a going concern

• Any material misstatements in the accounts

that are reported by the external auditor

• Taxation matters

Audit of 2025 financial year

Reporting by the external auditor

The Committee received detailed reporting from

the external auditor in respect of the final and

half‑yearly results. The Committee and the external

auditor discussed the key areas of focus including

the risk drivers, the significant risks being risk of

fraud in revenue recognition, valuation of expected

credit loss provisions, valuation of deferred tax

assets, hyperinflation, and going concern. The

Group operates a framework of internal controls

and risk management systems designed to ensure

the integrity of its financial reporting across all

operating entities. The principal features are:

• The Board and Audit and Risk Committee

oversee the financial reporting process,

including significant accounting judgments

and the effectiveness of internal controls

• The Group applies uniform accounting policies

under IFRS, supported by standardised chart

of accounts and reporting formats and a

centralised reporting timetable to ensure

consistency, comparability, and timely

consolidation across all operating entities.

• Key controls include segregation of duties,

approval of journal entries, balance sheet

reconciliations, analytical reviews and controls

over the consolidation process, supported by

appropriate system access controls.

• Controls are in place across the lending cycle,

with regular monitoring of portfolio quality and

governance over expected credit loss

provisioning.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit and Risk Committee report (continued)

whistleblowing incidents were reported across the

Group. Each was investigated and submitted to the

Whistleblowing Officer, with subsequent decisions

made by the disciplinary committee. Additional

training is being rolled out in 2026 to increase

awareness of the mechanisms for raising concerns.

Other policies

The Board regularly reviews key policies, including

anti‑bribery, anti‑money laundering (‘AML’), and

transfer pricing. In 2025 the Committee approved

a new Enterprise Risk Management Framework

(‘ERMF’) which set out a series of Level 1 Group

policies which would be implemented with further

supporting policies to be developed and

implemented locally in due course. The new

framework aimed to address gaps and introduce

a consistent approach to risk management across

the Group. Following the introduction of the new

ERMF the Committee recommended the Level 1

Credit Risk, ERM and Compliance policies to

the Board which were subsequently approved.

The Grievance Mitigation Policy supports

accountability, with 20 appeals and 4 direct

complaints in 2025 resulting in corrective actions

and ongoing preventive training.

Internal Audit

During the year, the Committee held several

discussions with the Head of Internal Audit to ensure

that they had enough resources and regular reports

continue to be delivered to the Committee. The

Committee observed that the 2025 internal audit

schedule was largely met, with 3,588 branch audits

and 42 process and control audits, completed on time.

At each meeting the Committee received a report

from the Head of Group Internal Audit summarising

audits completed as well as monitoring progress

on agreed actions from previous audits. The

Committee requested management focus on

closing overdue open audit issues, and significant

progress was made during the year.

As part of its role in assessing the integrity of the

Group’s external reporting, the Committee has

continued to pay particular attention to the key areas

of management judgement underpinning the financial

statements. The Committee reviewed the significant

accounting judgements made during the year, the risks

to which the Company was exposed and the systems

in place to mitigate or manage them and the overall

system of internal controls within the Company.

The Committee reviewed the assessment of

going concern including the waivers received in

respect of the Group’s covenant breaches on its

outstanding borrowings, and concluded that it

remained appropriate to prepare accounts on

a going concern basis.

The Committee closely monitored the Group’s assets

and liabilities as established by the Asset and Liability

Committee (‘ALCO’), chaired by the Group CFO.

The Group’s liquidity with unrestricted cash and

cash equivalents was approximately USD 79.0m

million as at 31 December 2025. The Company

secured approximately USD 271.2 million of new

loans from local and international lenders in 2025.

External audit

The Committee assessed the external audit report

and audit plan for 2025. The purpose of the report

was to provide the Committee with an opportunity

to review the proposed audit scope and approach

for the 2025 audit of ASA International Group plc.

The report aimed to ensure that the audit was

aligned with the Committee’s quality and service

expectations, summarising the assessment of

scope, materiality, key audit matters, and other

items impacting the financial results of the Group.

The auditor identified the following significant risks

inherent to the operations of the Group’s

subsidiaries, for the 2025 audit:

Expected credit loss (‘ECL’) provisions: This relates

to the appropriateness of the ECL model and

methodology, ongoing global economic challenges

impacting the recoverability of loans, and forward-

looking assumptions on overall credit risk. The

audit will assess the assumptions and complex

judgements applied, which give rise to the risk

of management override of controls.

Risk of fraud in revenue recognition through the

incorrect recording of revenue arising from

fictitious loans and advances to customers: This

involves the potential for misstatement of income

due to fraudulently recorded interest income from

loans to fictitious borrowers. Going concern: This

involves debt covenant breaches and the waivers

obtained not covering the going concern horizon,

as well as judgement in the forecast of profits,

cash flows, and debt breaches.

Other key areas of focus include presumptive risk

of management override of controls, capitalisation

and impairment of intangible assets, IT systems

migration, compliance with laws and regulations,

and the retirement benefit plan.

The Committee confirms that it has complied with

the FRC’s ‘Audit Committees and the External

Audit: Minimum Standard’. In terms thereof the

Committee continued to monitor the external

auditor throughout the year to ensure that its

independence and objectivity were safeguarded.

The external auditor regularly met with the

Non‑Executive Directors without Management’s

presence to ensure honest communication.

The Committee concluded that EY remains

independent and that its audit is effective. EY

confirmed that it had carefully monitored the

provision of non‑audit services to EY. EY has acted

as the Group’s external audit firm since appointment

by the Board in 2018. The Committee approved

EY’s non‑audit services for 2025, including the

half‑year 2025 review for ASA International Group

plc, and the interim and final dividend certification

for Pakistan including capital ratio. The Group’s

policy for auditor rotation and audit tender follows

regulatory requirements, and the audit firm will be

rotated after no more than 20 years, with an audit

tender to be held after no more than ten years.

Other financial reporting and financial

update

Interim announcement

The Committee reviewed the draft announcement

and interim financial statements.

Financial update

The Committee reviewed financial updates from senior

management and discussed various items including

PAR>30 ratio, debt‑equity ratios, liquidity, cost of

funding, impact of forex on cost base, other operating

income, salary inflation, currency depreciation in Asian

and African countries, the financial timetable,

preparations for the half-year review and year-end

audit, cost‑to‑income ratio and increase in operating

costs, write-off and recovery of debts, tax expenses,

expected credit loss, and market expectations.

The Committee requested and received

presentations from management explaining the key

issues raised by analysts, investors, and press.

Policy oversight and review

Whistleblowing

The Committee and the Group place a high priority

on all employees understanding the process for

reporting concerns, so that they all feel able to speak

out when appropriate. In respect of all operating

subsidiaries, all concerns are reported directly to

the head of the ARC of that country; and in respect

of all headquarters/holding company staff (in Dhaka

and the Netherlands) any instances are directed

to the Chair of the Group ARC. The Chair passes

the concern(s) to the Head of Internal Audit and

discusses them with the Board; in this way we

ensure that arrangements are in place for the

proportionate and independent investigation of such

matters and for follow‑up action. In 2025, seven

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit and Risk Committee report (continued)

Following the appointment of a Group Chief Risk

and Compliance Officer in 2025, the Group’s risk

management processes and reporting have been

reviewed and strengthened. In addition to the

introduction of a new ERMF as earlier reported,

the Committee also discussed and approved the

Group’s risk strategy and appetite which included

the creation of a risk taxonomy setting out the key

risks facing the business. Assurance activity has

also been introduced against the new framework

to support accountability and drive risk ownership

throughout the business. Risk management and

reporting will continue to be enhanced and

improved throughout 2026 as the new

framework embeds.

As we look ahead to the disclosures the Board will

be required to make in 2026 in respect of Provision

29 of the UK Corporate Governance Code, our

improved risk reporting and governance structures

will be critical to providing the Board with

assurance and appropriate oversight to support

their declaration that our material controls are

operating effectively

The Committee noted that external, legal, market,

and people risk were high level risks in 2025.

The Committee assessed the key drivers behind

the high risks which included macroeconomic

and sociopolitical factors, tax and regulatory

requirements, exchange rates, ability to attract

and retain skilled staff. While external factors

are outside of the Group’s control, the Committee

noted management’s actions taken to mitigate

the key risks including a renewed focus to increase

local funding and minimise the Group’s exposure

to exchange rate fluctuations and effort to reduce

covenant breaches.

Internal Audit highlighted key concerns, including

fraud and misappropriation, financial reporting

gaps, internal policy issues and the need to enhance

risk and audit resource and capability more broadly

across the organisation. It also addressed HR,

compliance, and health and safety matters.

Detected fraud incidents were responded to

with focus by management.

The Committee had discussions with management

to ensure adequate staffing of the Internal Audit

department and discussed the reasons for staff

turnover and the resourcing required to enable

Internal Audit to meet its plan. The Committee

continues to keep the level of resources of the

Internal Audit team under review and holds

meetings with the Head of Group Internal Audit

from time to time. The Committee reviewed and

approved the risk‑based internal audit plan for

2026, which includes an 8.1% increase in branch

audit frequency, a 25% rise in process audits over

2026, and a requisite 7% increase in internal audit

roles to accommodate the increased audit

frequency for 2026.

The Head of Internal Audit continues to report directly

to the Committee and talks to the Committee Chair

regularly outside the Committee meeting cycle; he

also attends meetings of the Executive Committee.

IT organisation and digital strategy

The Committee continued to monitor the digital

migrations and challenge management on learnings

that could be taken from the migrations undertaken

in Pakistan in 2024 and Ghana in 2025. As part of

their audit activities, EY provided feedback to the

Committee based on their review of the migration

process and their testing of both the incumbent

IT system (AMBS), which remains in place in the

majority of regions, and the new IT system (Temenos

Transact), focusing on the design and effectiveness

of related controls. The implementation of Temenos

Transact in the remaining regions is expected to

continue over several years.

The IT strategy is constantly monitored and

reviewed to ensure that the Group is able to

respond to emerging developments in digitisation

and IT capability and changes to the Group’s

operational risk profile.

The Committee also discussed the recommendations

by the external auditor relating to IT. EY submitted

its report on the IT Audit pursuant to International

Standard on Auditing (UK) 315, Identifying and

Assessing the Risks of Material Misstatement

pursuant to which EY performed new and additional

procedures to understand the Group’s use of IT, IT

processes related to IT applications relevant to audit

used in different accounting processes, and where

relevant, IT general controls that address IT risks in

the IT processes. EY noted overall improvements in

IT control design and implementation since the last

IT audit in 2018.

Risk management overview

As part of its risk management function, one of

the Audit and Risk Committee’s principal roles

and responsibilities is to support the Board in its

oversight of risk management across the Group.

The identification, management, and mitigation of

risk are fundamental to the success of the Group.

The ASA Model of Microfinance has proved to be

robust in managing operational risk, but we aim to

continue to retain and recruit the skills and talents

needed to meet the challenges we face in our various

operating markets and continuously review the

adequacy of procedures and operational controls.

The reporting, based on the ‘three lines of defence’

model, allows us to ensure that principal risks

are identified and debated and that senior

management’s plans for risk mitigation are well

understood and appropriately resourced. The

Committee requires senior management to focus,

as far as its reports to the Committee and Board

are concerned, on presenting key risks. Senior

management provides risk reports to the

Committee on a quarterly basis. These reports

contain a summary of the key risks and senior

management’s risk assessment along with any

mitigation actions where relevant.

The management team also provides a full

summary of its risk appetite in relation to its Key

Performance Indicators.

In addition to the Principal Risks, the Committee

requires senior management to identify emerging

risks across the Group, including notable

developments from both external and internal

events. Senior management provides notification

of emerging risks that may have a material impact

on our risk profile as part of its reporting to the

Audit and Risk Committee and, where required,

between regular Board and ARC meetings.

Emerging risks are escalated to the Board and

Audit and Risk Committee through Board memos or

the Monthly Management Report, which provides

an overview of business and financial matters,

enabling timely Board engagement, including on

mitigation actions proposed by senior management.

Risk management in financial year 2025

The Risk function continued to evolve in 2025,

notably with the appointment of a new Chief Risk

and Compliance Officer. We continue to work with

senior management to ensure our three lines of

defence model is fully embedded across our Group

and that the governance and reporting structures

continue to provide ever more effective oversight

of our risk management. These actions have

continued to improve the flow of management

information to the Committee, increasing the

effectiveness of its challenge and oversight and

enhancing visibility on risk and compliance issues

identified at all levels across the Group.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Audit and Risk Committee report (continued)

• The Group’s business model and strategy as

detailed in our business model, our strategy and

Key Performance Indicators on pages 23 to 24

• The Group’s recent cash position, including

access to funding from local and international

sources on pages 25 to 39

• The Board’s risk appetite, and the robust

assessment of the Group’s principal risks and

how these are managed on pages 42 to 48

• Risk management approach on pages 40 to 41

Finally, the Directors conduct an annual review of

the viability scenarios alongside the Group’s strategy

and five‑year business plan. While the five‑year plan

forms part of the strategic review, the outer years are

primarily used for scenario planning due to inherent

uncertainties. The viability scenarios provide the

Group’s monthly projections of profitability, cash

flows, capital requirements and resources, and other

key financial and regulatory ratios for the period up

to December 2027, with annual projections for 2028.

Stress and scenario analyses have been applied

to assess the Group’s resilience under severe but

plausible downside conditions, including declines

in operational performance, funding pressures, and

combined risk events. These analyses confirm that

the Group maintains adequate liquidity and financial

flexibility to meet its obligations throughout the

assessment period.

Sheila M’Mbijjewe

Chair of the Audit and Risk Committee

14 April 2026

With the appointment of a new Group Chief HR

Officer during the year, the programme to recruit

Country CEOs with the requisite skills and

experience to lead the Group through its

transformation continues and skills assessments

have been undertaken to identify and address any

gaps in performance. It further noted that strategic,

consumer protection, operational, liquidity, credit,

and IT risk were medium risks.

Regular updates on health and safety,

whistleblowing, legal and compliance and fraud

were received by the Committee at each meeting

as well as periodic updates on hyperinflation and

covenant compliance.

We continue to encourage the Company to engage

actively with regulators and industry bodies to

ensure that our compliance framework remains

appropriate and relevant for all of our businesses.

The Legal and Compliance team works closely

with colleagues in different countries, providing

regulatory advice, as well as shaping policies,

delivering training, and conducting assurance

reviews. The Group Chief Risk and Compliance

Officer is also the appointed AML officer.

Looking ahead to 2026: risk priorities

Key risk priorities for the coming year include:

• Continue to strengthen and embed risk

management and compliance frameworks

across the three lines of defence. This includes

strengthening management and staff within

ASA’s governance structures to enhance risk

management and compliance practices across

the Group

• Enhance the risk‑aware culture in which risk

management is a key consideration in business

decisions, strategic initiatives and innovation

• Monitor the principal risks that the Group

is exposed to and management’s responses

to them. This will include assessing how well

the risk management framework and material

controls have been implemented to mitigate

the impact of the key risks

• Continue to enhance the tone at the top

regarding governance and compliance culture

across the Group to continuously drive high

standards of governance, regulatory compliance

and code of conduct

• Enhance fraud risk management, prioritising

countries with the highest fraud risk exposures.

This will include strengthening internal controls

for mitigating fraud risks and the roles that

conduct oversight of fraud risk

Committee performance

A formal evaluation of the Committee’s

performance took place as part of the wider

assessment of Board performance in 2025,

facilitated by Spencer Stuart. Further detail

on the process undertaken and key findings

can be found on page 87.

The Committee considers that it possesses the

right skills, and has access to the right resources,

to enable it to carry out its duties, and that it has

continued to perform effectively. It continues

to have good relationships with the auditors, who

provide helpful and thorough reports and advice

at meetings. The Committee Chair is in frequent

contact with the senior management of the Group

to discuss business performance, emerging risks,

and the competitive environment.

The Head of Internal Audit continues to report

directly to the Committee and talks to the

Committee Chair regularly outside the Committee

meetings cycle; he also attends meetings of the

Executive Committee.

Other matters

Other, more routine, matters discussed included

legal and regulatory updates which were routinely

received and reviewed by the Committee.

Viability statement

The Directors have evaluated the viability

of the Group over a three‑year period ending

31 December 2028. Given that the Viability

Statement is intended to provide investors with

insight into the Group’s long‑term financial

sustainability beyond the scope of the Going

Concern assessment, the Directors concluded that

a three-year period provides a balanced and

meaningful timeframe to assess the Group’s ability

to maintain financial stability, meet its obligations,

and deliver on its strategic plans.

In forming this statement, the Audit and Risk

Committee has considered a comprehensive

range of information, including present and

future projections of profitability, liquidity,

currency devaluations, inflations and operating

costs. These considerations relate to the global

economic uncertainty and its impact on Company’s

operations, as well as considering potential impacts

from other top and emerging risks, and the

related impact on profitability, capital and liquidity.

In accordance with the UK Corporate Governance

Code, the Directors carried out a robust

assessment of the principal risks of the Group.

In accordance with provision C.2.2 of the UK

Corporate Governance Code, the Board confirms

that it has a reasonable expectation that the Group

will continue to operate and meet its liabilities,

as they fall due over the three‑year period

to 31 December 2028.

The Directors’ assessment has been made with

reference to:

• The Group’s current position and prospects

as detailed in the Financial review on pages

25 to 39

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Nomination Committee reportNomination Committee report summary

Nomination Committee

The Nomination Committee assists the Board in

determining the composition and make‑up of the

Board. It is responsible for periodically evaluating

the balance of skills, experience, independence, and

knowledge of the Board. It leads the process for

Board appointments and makes recommendations

to the Board, taking into account the challenges

and opportunities facing the Group in the future.

Meeting attendance

Member name and role Meetings attended

Chris Low, Chair

2/2

Guy Dawson, Chair

5/5

Hanny Kemna, NED 5/5

Salehuddin Ahmed, NED

0/2

Sheila M’Mbijjewe, NED

3/3

John Khabbaz, NED

3/3

Mark Schwartz, NED

0/0

1 Chris Low was Committee Chair from 16 December 2024

until 5 June 2025.

2 Guy Dawson became Committee Chair as of

5 June 2025.

3 Salehuddin Ahmed was a Non-Executive Director

and Committee member until 19 June 2025.

4 Sheila M’Mbijjewe was appointed as a member of the

Committee on 5 June 2025.

5 John Khabbaz was appointed a Non-Executive Director

as of 23 April 2025.

6 Mark Schwartz was appointed a Non-Executive Director

as of 17 December 2025. There were

no Nomination Committee meetings after Mark’s

appointment in 2025.

“This year’s leadership changes play a key role

in reinforcing governance, strengthening our risk

and HR frameworks, clarifying strategic priorities,

and advancing our commitment to sustainable,

responsible, and inclusive growth.”

GUY DAWSON,

CHAIR OF THE NOMINATION COMMITTEE

Key activities in 2025

• Appointed CFO, CEO and Chair, and Non‑Executive roles

• Oversaw Non‑Executive Director succession planning

• Oversaw the recruitment process for key Group level

executive roles including Group Chief HR Officer, Group

Chief Risk and Compliance Officer, Chief Technology

Officer, and Chief of Staff

• Strengthened diversity and inclusion across all levels

• Reviewed country/regional management appointments

based on performance, particularly that of expats

Key areas of focus for 2026

• Oversee selection and appointment process for

Chair successor

• Monitor implementation of new HR framework

and key hires across the Group

• Continue to monitor Executive Committee composition

and governance improvements

Staff retention

75%

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Nomination Committee report

• Preparing a description of the role and

responsibilities required for a particular

appointment

• Being actively involved in the appointment

process for the Chairperson of the Board

• Reviewing the results of the annual Board

performance evaluation process that relate

to the composition of the Board

• Reviewing annually the time commitment

required from Non‑Executive Directors

• Monitoring the implementation of Diversity,

Equity and Inclusion policies and initiatives

The Committee’s roles and responsibilities are

set out in the terms of reference and are available

on the website of the Company

Membership and meetings

The Nomination Committee is chaired by Guy

Dawson, and the other members are Hanny Kemna,

John Khabbaz, Sheila M’Mbijjewe and Mark

Schwartz. The composition of the Committee

satisfies the relevant requirements of the UK

Corporate Governance Code (‘the Code’). Chris

Low was the Chair until 5 June 2025 when I took

over this role.

Other individuals, such as the Group HR Director

and external professional advisers, may be invited

to attend all or part of any meeting, as and when

appropriate and necessary. The Committee met

five times during the year. The details of members’

attendance are set out on page 83.

This is the eighth annual report

on the activities of the Nomination

Committee following the listing

of the Company.

This report gives details of the activities of the

Nomination Committee in connection with Board

and executive succession planning, and progress

towards goals for diversity, equity and inclusion.

The Committee is responsible for succession

planning for the Board, maintaining a pipeline

of strong candidates for potential nomination as

Non‑Executive Directors and Executive Directors,

while also ensuring robust succession planning

for the Executive Committee.

Rob Keijsers, who was appointed as CEO on 1 April

2025, acted as Interim CEO until 1 April 2025.

During this period Chris Low acted as Executive

Chairperson and became Non‑Executive

Chairperson as of 1 April 2025. Chris Low left the

Board on 5 June 2025, at which time Guy Dawson

reassumed the role of Non‑Executive Chairperson

and Chair of the Nomination Committee, having

previously held the role from 1 January 2021

to 1 November 2024.

An overview of the Committee’s roles and

responsibilities, and its key activities during the

year, is set out in the report below.

Key activities in the 2025 financial year

During the year the Committee discussed:

• Executive management succession planning,

including the search process for the

appointment of a new CFO who is expected to

join the Board as a Director. This was conducted

by the recruitment agency Odgers, which

culminated in the appointment of Geert

Embrechts as CFO on 1 February 2026

• Preparations for the changes to the Executive

Committee including recruitment of a GCHRO,

GCRCO, CTO and Chief of Staff

• The appointment of new Independent Directors,

to eventually replace retiring members, led to

the appointment of John Khabbaz in April 2025

• The appointment of a new Non‑Executive

Director, Mark Schwartz, representing the

Company’s major shareholder Catalyst

Continuity, on 17 December 2025

• Oversight of the appointment of senior

leadership including CEOs and CFOs in the

operating subsidiaries and regular updates

on their performance

Committee roles and responsibilities

The Committee’s key roles and responsibilities are:

• Regularly reviewing the size, structure and

composition (including the skills, knowledge,

experience, and diversity) of the Board, and

making recommendations to the Board with

regard to any changes

• Considering succession planning for the Board

and other senior executives, taking into account

the challenges and opportunities facing the

Group, and the skills and expertise needed

on the Board in the future

• Reviewing the leadership needs of the Group,

including any strategic issues and commercial

changes affecting the Group, in order to ensure

the continued ability of the organisation

to compete effectively in the marketplace

• Identifying and recommending candidates

to fill Board vacancies when they arise, for

the Board’s approval

• Making recommendations to the Board

concerning the formulation of plans for

succession for both Executive and Non‑

Executive Directors and suitable candidates

for the roles of Senior Independent Director

and Chairs of Board Committees

• Considering the appointment or retirement

of any Directors

• Reviewing the continued independence

of the Non‑Executive Directors

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Nomination Committee report (continued)

Changes to the Board

There were various director and committee

appointments during the period. A timeline setting

out all the changes in detail is included on page 86.

Succession planning – Board and senior

management

The Committee manages Board and senior

management succession under a structured,

proactive methodology. A number of changes

to Board composition were discussed by the

Committee during the year including the

recommendation to appoint Rob Keijsers as CEO,

and following Chris Low’s resignation in June 2025,

the reappointment of Guy Dawson as Non‑

Executive Chair. Following evaluations of

candidates for an additional Independent Non-

Executive Director role, the Committee

recommended the appointment of John Khabbaz

as an Independent Non‑Executive Director and

considered and recommended the appointment

of Mark Schwartz as a shareholder representative

Non‑Executive Director.

Rob Keijsers served as Interim CEO from

1 November 2024, following Karin Kersten’s

resignation. After an independent selection

process, managed by the Committee and involving

interviews with multiple candidates, he was

confirmed as CEO on 1 April 2025. Chris Low acted

as Executive Chairperson until formal appointment

of the CEO, at which time he became Non‑

Executive Chairperson. Following Chris Low’s

resignation in June 2025, the Committee discussed

and recommended that Guy Dawson be

reappointed as Non‑Executive Chairperson until

such time as a permanent successor could be

identified to ensure stability and continuity during a

period of significant change on the Board. Spencer

Stuart have been appointed to lead the search for a

successor to Guy Dawson as Chair in 2026.

As part of ensuring the Board and executive

leadership is fit for the future and able to drive

sustainable growth, the Committee led a selection

process to identify a suitable candidate to be

appointed CFO and Director of the Board.

Following a tender process, Odgers was appointed

as an external headhunting firm. A rigorous

selection and interview process was undertaken

with members of the Board able to meet the

two shortlisted candidates, resulting in the

recommendation to the Board to appoint Geert

Embrechts as CFO.

Following Mark Schwartz’s appointment to the

Board, the Committee acknowledges that the Board

composition is no longer compliant with Provision 11

of the UK Corporate Governance Code, as less than

50% of the Directors, excluding the Chair, are

independent. The Committee will continue to monitor

the balance of independent and non-independent

Directors on the Board when considering future

appointments and succession planning.

The Committee continued to support senior

management in the appointment of CEOs, CFOs,

CTOs and HR officers in the different countries as

part of a succession plan designed to reinvigorate

all local management teams. Emphasis was placed

on hiring financial professionals with a strong

banking or digital financial services background

who had demonstrated that they were drivers

for growth in previous roles.

ASA International Group plc

Annual Report and Accounts 2025

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Nomination Committee report (continued)

Diversity

The Committee fully supports the policy of

increasing diversity at each level of the Group,

and it regularly reviews gender diversity data in

particular (ethnic diversity presents less of a

challenge, thanks to the Group’s wide geographical

spread of operations). The Committee considers

that the Board remains diverse in the broadest

sense, drawing on the knowledge, skills, and

experience of Directors from a range of

professional and cultural backgrounds. Currently

two of the Company’s seven Directors are women

and we intend, subject to the need for all

appointments to be made on merit against

objective criteria, to increase female Board

representation still further. The Board recognises

that it does not currently meet the diversity targets

set out in the UK Listing Rules, and emphasised

in the FTSE Women Leaders Review, and gender

diversity will be at the forefront of decision-making

regarding future appointments to the Board.

The Group places a high priority on making ASA

International appeal to a diverse population, and

its commitment to equal, respectful, and dignified

treatment throughout recruitment processes

and through all stages of the employee cycle is

underpinned by the Group’s Non‑Discrimination

Policy, as referenced on the next page.

The Committee discussed the increasing

importance of gender, national and cultural

diversity. Under the direction of the new Diversity

Equity and Inclusion (‘DEI’) Committee chaired

by the CEO, the Company continues to focus on

appointing more women in senior management

roles, training female staff for leadership roles

at the entity level, and stepping up the hiring

of women across the board; and the country

managements are now working towards firm

targets for increasing the proportion of female

staff. Progress on this front, which varies according

to local cultural norms, is tracked by the Committee.

Numeric data – UK Listing Rule 6.6.6 R (10)

Number of

Board directors

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO,

SID and Chair)

Number

in executive

management

Percentage

of executive

management

Sex

Men 5 71% 2 6 75%

Women 2 29% 1 2 25%

Other categories 0 0% 0 0 0%

Not specified/Prefer not to say 0 0% 0 0 0%

Ethnicity

White British or other White (including minority‑white groups) 6 86% 3 4 50%

Mixed/Multiple ethnic groups 0 0% 0 0 0%

Asian/Asian British 0 0% 0 2 25%

Black/African/Caribbean/Black British 1 14% 0 1 12.5%

Other ethnic group including Arab 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 1 12.5%

Compliance – UK Listing Rule 6.6.6R (9)

UK Listing Rules requirements Outcome ASA International Plc position as at 31 December 2025

At least 40% of Board directors are women Target not met 29% of the Board directors are women. The Board’s gender diversity

reduced in 2024 following the resignation of Karin Kersten as CEO and

further in 2025 after the appointment of Mark Schwartz as a shareholder

nominated director. When considering Board appointments, the Committee

considers candidates from a wide range of diverse backgrounds and

experience. Whilst the Committee recognises the importance of diversity

of thought in Board decision‑making all appointments to the Board are

made on merit. Diversity will continue to be prominent in future decision‑

making regarding Board appointments.

At least one senior Board position held by a woman Target met The SID is female.

At least one Board director from a minority ethnic background Target met Two Board Directors are from a minority ethnic background.

1 All data as at 31 December 2025 (the reference date).

2Datawascollectedviaself-reportingmethods,viaanemaildatacollectionexercise(withoptionsalignedtothecategoriesspecifiedintheUKListingRules).

3 The Group CEO is a member of both the Board and executive management and so is counted in both groups in the above table.

4 Changes since the reference date: Mr Geert Embrechts joined the Executive Committee on 1 February 2026. His presence has an impact on the numbers and percentages of the

executive management and the Board.

5PerdefinitionwithintheListingRules,executivemanagementwithinASAInternationalistheGroupExecutiveCommittee.

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Nomination Committee report (continued)

Committee effectiveness

The Board appointed Spencer Stuart as an external

facilitator to lead on the performance review of

the Board and its Committees in respect of 2025.

The review confirmed that Committee continued

to function well during 2025, with succession

planning and succession management as the main

focus of attention against a background of senior

management restructuring. For further information

on the process carried out by Spencer Stuart and

the actions agreed by the Board to be addressed in

2026, see ‘Board performance review’ on page 87.

In 2026, the Committee will focus its attention

once again on succession among the Non‑Executive

Directors, taking into account as always, the

Board’s and Committees’ skills and balance

requirements. The Committee considers that

it has access to sufficient resources to enable

it to carry out its duties.

Guy Dawson

Chair of the Nomination Committee

14 April 2026

The key ratio of female to male employees is

increasing faster in some countries than in others,

and therefore ‘softer’ targets, such as training

and creating a more female-friendly working

environment, are now also being implemented,

as we work towards achieving our aim of having

a workforce that reflects more closely our

mostly female client base. Read about DEI

efforts on page 58.

For compliance with UK Listing Rule 9.8.6 (10) and

(9), the following disclosure to the right is provided.

Non-Discrimination Policy

Unfair discrimination in any form is not acceptable.

Senior management and employees are expected

to ensure that a fair and sympathetic work

environment exists for all employees, irrespective

of marital status, religion, disability, sexuality,

gender, racial, or ethnic background. This policy

of equal opportunities and diversity applies to

recruitment, remuneration, training, staff

development, promotion, discipline, and all other

aspects of employment. The policy also applies to

volunteers, interns, current or prospective clients,

suppliers or beneficiaries, and all others outside

ASA International with whom the Company or

its employees do business.

More detail on the Group’s approach to diversity

can be found in the ESG report on page 49.

Insurance

The Company renewed its D&O insurance.

Reappointment of Directors

Prior to the Company’s AGM each year, the

Committee considers and makes recommendations

to the Board concerning the reappointment of the

Directors, having regard to their performance and

ability to continue to contribute to the Board.

The Board has concluded that the Independent

Non‑Executive Directors remain independent

and continue to make a significant contribution to

the Board and its Committees. In respect of John

Khabbaz, the Board discussed and agreed prior

to his appointment that they viewed him as

independent, and he would not be representing

Phoenician Capital, a substantial shareholder

of the Company, in his role as a Director. John has

removed himself from all shareholder meetings

and does not discuss ASA International matters

with Phoenician.

Following this year’s review in advance of the

2026 AGM, the Committee recommended to the

Board that all serving Directors be recommended

to the shareholders for election or re-election

at the AGM.

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Remuneration Committee reportRemuneration Committee report summary

Remuneration Policy

The Remuneration Policy, last approved in 2025

fora three‑year period, has been revised to reflect

changes to the Long-Term Incentive Plan by the

introduction of performance‑based share awards

and other changes to variable pay and will be put

forward to shareholders at the 2026 AGM. In 2025,

senior management focused on reviewing

remuneration practices for expatriate staff and

introducing variable pay in Nigeria, Tanzania, and

Uganda with a view to broadening the scope of

variable pay to other regions in future years.

Staffretention remained strong at 75%.

Meeting attendance

Member name and role Meetings attended

Hanny Kemna, Chair 5/5

Salehuddin Ahmed, NED

0/2

Sheila M’Mbijjewe, NED 5/5

Guy Dawson, NED

2/2

John Khabbaz, NED

3/3

1 Salehuddin Ahmed was a member of the Committee

until19June2025.

2 Guy Dawson was a member of the Committee until

6June2025.

3 John Khabbaz has been a member of the Committee

since24April2025.

Key activities in 2025

• Introduction of performance management

• Salary benchmarking

• Approval of variable pay structure for Executive

Committeemembers

2026 priorities:

• Set performance conditions for new LTIP scheme

• Benchmark salaries for Executive Committee members

andhead office roles

• Oversee implementation of role architecture model

andsalary grading framework

The Committee remains

committed to ensuring that

remuneration supports our

strategic priorities, reinforces

accountability, and is aligned

with shareholder expectations.”

HANNY KEMNA

CHAIR OF THE REMUNERATION COMMITTEE

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Remuneration Committee report

Annual statement from the Remuneration Committee Chair

Remuneration in 2025

Following the introduction of performance‑based

pay on a trial basis to two regions (Nigeria and

Uganda) that started in 2024, the Committee has

further discussed the roll‑out of performance‑

based pay more broadly across the Group.

Consequently, the Remuneration Policy has been

reviewed and changes proposed to enable the

granting of share options based on performance

measures set by the Committee. This is in line with

market practice and better aligns director interests

with those of shareholders, incentivising the

long‑term success ofthe Company. Further

information on the performance measures set by

the Committee for2025, and the proposed changes

to the Remuneration Policy for 2026, are detailed

later inthis report.

Rob Keijsers’ salary increased to EUR 382,000

whenhe was appointed to the permanent role

ofCEO in April 2025.

Employee base salaries are subject to an annual

cost of living increase: total compensation for

employees of the Group increased by 24.0% in

2025.

On behalf of the Remuneration

Committee, I am pleased to

present the report on Directors’

remuneration for the 2025

financial year.

Remuneration Policy

The Remuneration Policy set out in this report was

last approved by the shareholders at the 2025

AGM, and applies to Board remuneration for three

years from the date of approval. As the Board has

proposed certain changes to the Remuneration

Policy as set forth in this report, the policy will be

presented for approval at the 2026 AGM.

During 2025, staff retention remained strong at

75%. Ghana, Pakistan, Nigeria and Zambia showed

excellent performance with staff retention above

85%.

Key activities in the 2025 financial year

During the year the Committee met on five

occasions and:

• Approved a new expatriate pay policy aimed at

removing disparity of pay between expatriates

and local employees

• Oversaw the introduction of performance‑

based pay on a trial basis in Uganda and Nigeria

• Considered structure and proposals for a

Group‑wide performance management system

• Discussed and approved objectives for the CEO

for 2025 and short-term incentive and long-term

incentive opportunities for variable pay based

on existing performance measures included in

the current Remuneration Policy

• Discussed in detail proposals for a new

short-term incentive plan and long-term

incentive plan for the CEO for 2026 subject to

shareholder approval of the requisite changes to

the Directors’ Remuneration Policy at the 2026

AGM

• Benchmarked executive salaries with an

independent review by Willis Towers Watson,

along with benchmarking non‑executive

directors’ fees

• Approved the variable pay structure for

Executive Committee members for 2025

• Considered and agreed the remuneration

package for the incoming CFO

• Reviewed the CEO’s compensation

• Agreed a discretionary share option award to

theCEO and the General Counsel in recognition

of their significant effort undertaken during

thetransition of leadership at both country

andGroup levels, accelerating the Company’s

transformation trajectory and delivering

sustained improvements in operational

excellence and financial performance

Priorities for 2026

In 2026, the Committee will focus on the following

key priorities:

• Agree performance measures for the CEO and

CFO linked to the new Remuneration Policy

• Oversee LTIP awards made under the stock

option scheme

• Benchmark salaries for the Executive

Committee and key head office roles

• Design and implement role architecture and

work levels. Implement performance anchoring

work levels as reference for performance

expectations, incentive opportunity, and

succession planning

• Ensure competitive rewards for key staff across

the Group

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Remuneration Committee report (continued)

1. Remuneration Committee roles

and responsibilities

The Remuneration Committee assists the Board

in determining its responsibilities in relation

to remuneration. The Committee makes

recommendations to the Board on executive

remuneration, setting the overarching principles,

parameters and governance framework of the

Group’s Remuneration Policy and determining the

individual remuneration and benefits package of

each of the Company’s Executive Directors (‘EDs’).

The Committee has the following key objectives:

• Establish and maintain a competitive

remuneration package to attract, motivate and

retain high-calibre EDs and senior management

across the Group

• Promote the achievement of the Group’s annual

plans and strategic objectives by providing an

employee remuneration and benefits package

that contains appropriately motivating targets

that are consistent with the Group’s risk

appetite

• Align senior executives’ remuneration with the

interests of shareholders

The Remuneration Committee also ensures

compliance with the Code in relation to

remuneration. The Committee’s main

responsibilities are to:

• Review and determine the total remuneration

packages of the CEO and other senior

executives in consultation with the Chairperson

(and CEO) and within the terms of the agreed

policy

• Approve the design and targets of any

performance-related pay schemes operated

bythe Group

• Ensure that contractual terms on termination

andany payments made are fair to the individual

and the Group, that failure is not rewarded and

that a duty to mitigate risk is fully recognised

• Review any major changes in employee

remuneration and benefit structures throughout

the Group

• Select, appoint, and determine terms of

reference for independent remuneration

consultants to advise the Committee on

Remuneration Policy and levels of remuneration

• Ensure that the remuneration structures in

theGroup are compliant with the rules and

requirements of regulators and all relevant

legislation, and that any deviations are agreed in

the interest of the Company and its

stakeholders

• Address the requirements as specified in the

Code for clarity, transparency, simplicity,

mitigation of reputational risk, proportionality,

and alignment to culture and strategy; and

whether the Remuneration Policy operates as

intended in terms of Company performance and

quantum and if not, what changes are necessary

• Seek advice from Group control functions to

ensure remuneration structures and annual

bonuses are appropriately aligned to the Group’s

risk appetite

2. Remuneration Committee membership

The Code provides that a Remuneration Committee

should comprise at least three members who are

independent Non‑Executive Directors (other than

the Chairperson of the Board). The Remuneration

Committee, chaired by Hanny Kemna, comprised

Salehuddin Ahmed (until his resignation on 19 June

2025), Guy Dawson (until his reappointment as

Chairman on 6 June 2025), Sheila M’Mbijjewe

(whojoined on 18 December 2024), and John

Khabbaz (who joined on 23 April 2025). Guy Dawson

continues to attend meetings by invitation, as is

commonly thecase for all Directors.

All of the members of the Committee are

independent. Details of members’ attendance at

meetings in 2025 are set out on page 102.

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Remuneration Committee report (continued)

3. Directors’ and key managers’ salaries

In his role as Interim Chief Executive Officer, Rob

Keijsers was paid a salary of the equivalent in Euros

of USD 350,000, which included a stepping up

allowance of USD 100,000 for assuming the role of

Interim Chief Executive Officer. On 1 April 2025,

Rob Keijsers was appointed to the permanent role of

CEO and his salary was increased EUR 382,000 per

annum. Rob’s salary was further increased to EUR

420,000 from 1 January 2026 in recognition of his

high performance and low salary compared to

market rate. Rob Keijsers is employed under a Dutch

employment agreement, and in accordance with

Dutch law requirements he is required to give three

months’ notice of termination of employment and

receive sixmonths’ notice to terminate his

employment.

While appointed as Executive Chairman, Chris Low

received a fee equivalent to GBP 193,300 per

annum pro rata until the appointment of Rob

Keijsers aspermanent CEO on 1 April 2025.

Rob Keijsers was awarded 350,000 options over

ordinary shares on 22 July 2025 and 122,672

options on 27 October 2025.

The Committee approved a fee of GBP 55,000

perannum for John Khabbaz’s appointment on

23 April 2025 and Mark Schwartz’s appointment

on17 December 2025 as Non‑Executive Directors

in line with the fees paid to the other Independent

NEDs. The Committee further approved the

following fee structure for Non‑Executive

Directors from 1 July 2025:

Basic fee GBP 55,000

Chairperson of Company and

Chair of Nomination Committee GBP 45,000

Senior Independent Director and

Chair of Remuneration Committee GBP 10,000

Chair of Audit and Risk Committee GBP 10,000

Particulars

Total

(2025)

USD’000

Total

(2024)

USD’000

Increase in

USD’000 %

Employees’ remuneration 80,375 64,794 15,581 24.0%

The Company has adopted an LTIP as more fully described on pages 105 and 111.

Key performance indicators

KPIs 2025 2024 2023 2022 2021

% change

2025–

2024

% change

2024–

2023

% change

2023–

2022

% change

2022–

2021

Number of clients (m) 2.8 2.5 2.3 2.3 2.4 10% 8% 1% -4%

Number of branches 2,232 2,145 2,016 2,028 2,044 4% 6% -1% -1%

Net profit 56.5 28.5 8.8 17.9 6.4 98% 226% -51% 180%

OLP

601.8 446.6 369.2 351.2 403.7 35% 21% 5% -13%

PAR>30 days

1.8% 2.2% 2.1% 5.9% 5.2% -19% 6% -64% 13%

1 Outstanding Loan Portfolio (‘OLP’) includes off-book Business Correspondent (‘BC’) loans and Direct Assignment (‘DA’)

loans,excludesinterestreceivable,unamortisedloanprocessingfees,anddeductsmodificationlossesandECLprovisions

from Gross OLP.

2 PAR>30 shown in the table is the percentage of on-book OLP that has one or more instalments of repayment of principal

past due for more than 30 days and less than 365 days, divided by the Gross OLP (excluding off-book loans).

Dirk Brouwer’s salary decreased to USD 275,000

from July 2025 as per terms of his employment

arrangements. Dirk’s salary will decrease to USD

200,000 in June 2026. He is not entitled to any

pension contribution by the Company, and will not

receive any further variable remuneration,

including LTIP grants. Mr Brouwer is employed

under a Dutch employment agreement as of

15 June 2023 and, in accordance with Dutch law

requirements, he will be required to give three

months’ notice of termination of employment and

receive six months’ notice to terminate his

employment. Mr. Brouwer’s change ofrole will not

impact his outstanding LTIP award.

The salary levels for senior managers were set at

the time of joining in respect of the CRCO and

CHRO. The salaries of the remaining Executive

Committee have over time been adjusted to reflect

individual promotions. In addition, the majority of

senior management was rewarded at the time of

the IPO through the vesting of share options. In

addition, asdescribed below, a select group of

employees was awarded stock options in 2022,

2023, 2024 and 2025.

Salaries at a country level are set by the local

country management. Through our employee

surveys, management collects insights on salary

expectations. The Company also considers salary

levels paid in the local markets including those paid

by our competitors. In 2025, the average

percentage increase in employees’ remuneration in

USD terms at the Group was 24.0% and the actual

increase in expenditure was USD 15.6 million (see

table to the right).

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Remuneration Committee report (continued)

The following Directors hold grants of market‑value

options, granted under the 2025 policy or historic

policies:

• Rob Keijsers was awarded 114,113 options on

October 28, 2022 (of which 20% vests each

year), 150,000 options on July 22, 2024 (of

which 20% vests each year), 350,000 options on

July 22, 2025 (of which 60% will vest on July 22,

2028 and 20% will vest on July 22, 2029 and the

remaining 20% on July 22, 2030), and 122.672

on October 27, 2025 (of which 60% will vest on

October 27, 2028 and 20% will vest on October

27, 2029 and the remaining 20% on October 27,

2030).

• Dirk Brouwer was awarded 282,341 options

onOctober 28, 2022 (of which 60% vested on

October 28, 2025 and 20% will vest on October

28, 2026 and the remaining 20% on October 28,

2027).

The annual percentage change in the Directors’ pay over the five years to 2025, compared to the average

for other employees, is set out below:

Annual salary/fee Currency 2025 2024 2023 2022 2021

change

2025

–2024

change

2024

–2023

change

2023

–2022

Executive Directors

Rob Keijsers

EUR 382,000 324,684 17.7%

Non-Executive Directors

Dirk Brouwer

USD 275,000 375,000 375,000 425,000 425,000 ‑26.7% 0.0% -11. 8%

Guy Dawson

GBP

100,000 55,000 75,000 70,000 70,000 81.8% ‑26.7% 7.1%

Hanny Kemna GBP 65,000 65,000 65,000 60,000 60,000 0.0% 0.0% 8.3%

John Khabbaz GBP 55,000 NA

Sheila M’Mbijjewe

GBP 65,000 55,000 18.2%

Mark Schwartz GBP 55,000 NA

Former Executive

Directors

Chris Low

GBP 193,300 193,300 0.0%

Former Non-Executive

Directors

Chris Low

GBP

65,000 65,000 65,000 0.0% 0.0%

Salehuddin Ahmed GBP 55,000 55,000 55,000 50,000 50,000 0.0% 0.0% 10.0%

Average salary per staff

USD 5,063 4,371 4,358 4,274 3,665 15.8% 0.3% 2.0%

Earnings growth

98% 226% -51% 180% 557%

1 Rob Keijsers’ salary changed to EUR 382,000 from 1 April 2025. From 1 November 2024 till 1 April 2025 he received

USD350,000inEURequivalent

2 Dirk Brouwer’s salary changed from USD 375,000 to USD 275,000 from 1 July 2025.

3 Guy Dawson’s salary changed from GBP 55,000 to GBP 100,000 from 1 July 2025.

4 Sheila M’Mbijjewe’s salary increased to GBP 65,000 from 1 July 2025

5 Chris Low’s salary was increased to GBP 193,300 from 1 November 2024 until 1 April 2025 during his tenure

astheExecutiveChairperson.

6 All ASA International staff excluding Executive Directors.

7 ASAIG consolidated.

3.1 Other commitments

The existing Director has the following entitlement

as described below:

Where the Company has entered into a binding

commitment to make a remuneration payment or

apayment for loss of office to an individual before

this Remuneration Policy took effect, or before the

individual became a Director (and not in

anticipation of that appointment), the Company will

honour that commitment, even if it is not consistent

with the Remuneration Policy in force at the time

of payment.

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Remuneration Committee report (continued)

4. Remuneration Policy

This section sets out the revised Remuneration

Policy which will take effect subject to

shareholders’ approval immediately after the 2026

AGM, and highlights the changes being made to the

current policy as approved in 2025. The policy as

approved in 2025 is available in the investor section

of the website of the Company.

4.1 Review and implementation of policy

The policy is developed and reviewed by the

Remuneration Committee of the Board of Directors

(the ‘Committee’).

Shareholder views expressed to the Company

through dialogue over the past year were taken

intoaccount when setting the policy, reflecting

shareholders’ support for more formalised variable

pay arrangements.

Conflicts of interest are managed by ensuring

thatthe Committee comprises only Independent

Non‑Executive Directors and no Director is present

when their own remuneration is being discussed.

The Committee seeks assistance from independent

remuneration consultants as appropriate to provide

an external perspective and also seeks the view of

the Audit and Risk Committee and senior

management.

The Board is proposing the following key changes

tothe current Remuneration Policy:

• The Company continues to implement a

discretionary cash bonus plan for Executive

Directors that rewards performance in respect

ofa financial year. This element will be up to

100% of salary for the year. Malus and clawback

provisions will apply in a manner consistent with

the current approach to options

• The Company intends to grant long term

incentive awards under the long‑term incentive

plan to Executive Directors in the form of

nil‑cost options (rather than market value

options as previously). The nil‑cost options will

vest subject to a three year performance period

and have a further two year holding period,

consistent with UK investor expectation. This

element will be upto 100% of salary for the year

(based on share price at grant)

• In order to facilitate the recruitment and

retention of high-calibre candidates to the

Board, Non‑Executive Directors (including the

Chair) may be granted Restricted Share Units

(“RSUs”) (in addition to their normal fees) which

normally vest three years after grant. Vesting

will not besubject to performance conditions

and the director will normally be required to

hold the resulting shares until the end of their

tenure (other than for sales for tax).

• The concept of a general ‘performance based

incentive’ has been removed

• A month 13 bonus will no longer be payable

toExecutive Directors as an additional benefit

The Committee considers that the remuneration

levels and maximum opportunities are appropriate

for the Company and its material stakeholders,

including the workforce, taking into account the

Group’s role as a microfinance company operating

inemerging markets.

Remuneration is set with reference to market

practice for individuals of the requisite calibre and

experience to lead a geographically diverse and

socially impactful business, while reflecting the

specific risk environment in which the Group

operates.

The structure is designed to support the delivery

ofsustainable, long‑term performance and the

Company’s financial inclusion objectives, while

maintaining a prudent balance without encouraging

excessive risk‑taking and undue focus on short‑

term outcomes. To arrive at the balance between

short‑ and long‑term remuneration and to ensure

that the remuneration structure appropriately

rewards short-term performance and delivery

oflong‑term value, the Committee considered

theexpected cadence of remuneration payments

and the periods over which remuneration remains

‘atrisk’, including under malus and clawback

powers.

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Remuneration Committee report (continued)

4.2 Policy table for Executive Directors

The below table sets out all the components of remuneration under the current remuneration policy the for the Executive Directors for 2025. The Board seeks shareholder approval for the Remuneration Policy for

Executive Directors as set out below to enable the implementation of performance‑based incentives:

Policy table – Executive Directors

Component and rationale Description What is the maximum that may be paid in respect of the component?

Basic salary

Helps to recruit and retain

high-calibre Directors.

The Committee reviews basic salary annually, taking account of performance and market conditions. Basic salary will not normally

be increased by more than the annual increase in basic salary of employees of the Group except as described, in relation to new

recruits, inparagraph 4.9.

Except upon promotion to a more senior post or a material

increase in his or her responsibilities, no Executive

Director’s basic salary may be increased by more than 10%

in any year or, if greater, the percentage increase in the

average annual basic salary increase of Group employees.

Benefits

Enables Directors to

perform their roles

effectively by contributing

to their well-being and

security. Provides

competitive benefits

consistent with the role.

Benefits are set by the Committee from time to time and currently include: Any such benefit not to exceed 100% of salary in any year.

Private medical cover.

Life assurance cover.

Expatriate benefits offered in connection with recruitment.

Reimbursement for reasonable expenses incurred in connection with duties, including travel

expenses andany tax payable on travel expenses.

Short-term incentive plan

Rewards directors for

performance within the

financial year.

Directors have the opportunity to be awarded a cash bonus for the financial year. Up to 100% of the conditions may relate

tofinancialperformance.

The Board shall determine, for each performance year, a set of key performance indicators (“KPIs”) applicable to the variable

remuneration of the ED. Each KPI shall be assigned an individual weighting reflecting its relative importance to the Company’s

objectives.

The Committee shall retain discretion over measurement of performance conditions and may adjust the formulaic outcome up or

down where it considers that the outcome is not justified or is not aligned with Company or individual performance.]

Short‑term incentive awards granted in 2026 shall be subject to the following performance conditions and weightings (as a proportion

ofbase salary):

• Earnings per share (EPS), calculated by dividing the Company’s net profit amount, after all bonus payments have been made

bytheCompany for the financial year, by the number of shares in issue at the time of assessment;

• Cost/income ratio, assessed as a percentage amount at the end of the financial year;

• Non‑financial objectives, aligned to the Company’s strategy and values, to be determined by the Committee at the date of grant,

including but limited to goals related to strategic growth, remuneration, risk, IT, compliance, internal controls and financial

management.

The Committee shall set performance conditions and targets

Malus and clawback provisions apply as described below.

Any such incentive not to exceed 100% of salary in any

year

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Remuneration Committee report (continued)

Policy table – Executive Directors

Component and rationale Description What is the maximum that may be paid in respect of the component?

Long-term incentive plan

Incentivises directors

to manage business

performance over the

long-termdirectly aligning

withshareholder interests.

Directors can be granted nil‑cost options under the ASA International Long‑term Incentive Plan (‘LTIP’) in accordance with the rules

oftheplan and this Remuneration Policy. Nil‑cost options entitle the participant to acquire shares in the Company at no cost, subject

tothe satisfaction of applicable performance conditions and continued service requirements over the performance period.

The Committee shall determine the number of nil‑cost options to be awarded to each Director, the applicable performance

conditions,and any other terms and conditions, including vesting and holding periods, consistent with the Company’s objectives

andstrategic priorities.

The award will be subject to performance conditions set by the Remuneration Committee tested over at least three financial years.

The Committee shall retain discretion regarding the precise measurement of performance conditions (for example, taking into account

the impact of foreign exchange rates) and to adjust downwards the formulaic outcome of a performance condition if they consider that

that outcome is not justified or is not aligned with company and individual performance.

The Committee shall set performance conditions, targets and weightings for future awards at the date of grant.

Any awards will normally vest after three years, with a further two years holding period applying from vesting (after any sales to cover

taxand social security obligations). Malus and clawback provisions apply as described below.

Options will have a maximum term of ten years and can only be exercised to the extent they have vested.

The award shall be up to a maximum of 100% of base salary

based on the market price of the shares subject to option

atthe time of the grant.

Pension

Helps to recruit and retain

high-calibre directors.

Executive Directors are entitled to an employer contribution to a pension scheme or a cash payment in lieu of a pension. Payments in lieu of pension and employer contributions

todefined contribution schemes are limited to 17% of each

member’s basic salary. This is equivalent to the contribution

rate for the majority of the workforce.

The Committee considers that the maximum levels

set out above are appropriate for the Company

because they are designed to attract, retain, and

motivate executives with the skills and experience

necessary to deliver the Company’s strategic

objectives in diverse and often challenging markets.

In determining these levels, the Committee has

reviewed available market data from relevant peer

groups, including other listed financial services and

microfinance institutions operating across similar

geographies, to ensure that the Company remains

competitive while maintaining responsible

paypractices.

The maximum levels align with the Company’s

purpose of promoting financial inclusion, its values

ofintegrity and social impact, and its strategic goals

of sustainable growth, disciplined capital

management, and long‑term shareholder value

creation. By setting appropriately challenging but

achievable maximum remuneration, the Company

incentivises executives to deliver both financial

andsocial performance, reinforcing a culture of

accountability, performance, and alignment with

stakeholder interests.

The Company does not have any in employment or

post employment shareholding requirements for its

Executive Directors, as the Company believes the

nature of its LTIP, being an option plan under

nil-cost options (with a two-year holding period)

will be granted, provides sufficient long term

exposure for the Executive Directors to share price

and long term shareholder alignment.

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Remuneration Committee report (continued)

4.3 Malus and clawback

The Committee can determine a reduced amount or

no STI bonus is payable, and/or reduce the number

of shares in respect of which an option (or RSU)

vests or can be exercised (including a reduction to

zero) if:

• There has been an error in the calculation of the

level of potential payout or payout, grant or

vesting of any option or the amount of any other

variable remuneration paid to the Director

• There has been a misstatement of the

Company’s results for any year before payment/

vesting

• A business unit or profit centre in which the

Director worked has subsequently made a loss

out of business written in that year or from

circumstances that could reasonably have

beenrisk‑managed

• Information has emerged since the payment or

grant date relating to the relevant financial year

which would have affected the size of the

payout made / option granted

• The Committee determines in its absolute

discretion that the underlying financial health of

the Group has significantly deteriorated such that

there are severe financial constraints on the Group

which preclude or limit the Group’s ability to

facilitate funding of payments/options and the

Director was directly or indirectly (and either

solely or collectively) responsible for such

deterioration

• The Director has engaged in conduct which has

had a material adverse effect on the financial

position of the Group, the member of the Group

by which the Director was then employed or the

business unit in which he or she then worked,

between the award date and vesting

• There has been a failure of risk management

forwhich the Director was directly or indirectly

(and either solely, or collectively) responsible

• The Director has been guilty of fraud or gross

misconduct or has brought any member of the

Group into disrepute

Similarly, a Director may be required to return some

or all of the shares or cash received under the STI

bonus, RSU or option plan—or, alternatively, pay an

amount equal to the value of such shares—if, within

three years of vesting, the Committee becomes

aware that:

• there has been a misstatement of the Group’s

results for any year prior to payout or vesting;

• the Director has engaged in fraud or gross

misconduct; or

• the Director’s actions have brought the Group

into disrepute

The period of three years in relation to RSUs was

chosen because Non‑Executive Directors are

initially appointed for a three year term.

4.4 Treatment of options on takeovers and

other transactions

Options (and RSUs) will generally vest early on

atakeover. Alternatively, Directors may be allowed

orrequired to exchange their options (or RSUs)

forequivalent options (or RSUs) over shares in

theacquiring company.

Where an option (or RSU) vests in these

circumstances, unless the Committee decides

otherwise, the number of shares in respect of

which it can be exercised will be reduced to reflect

the fact that it is vesting early.

The Committee can adjust the number or type of

shares under an option or RSU and/or the exercise

price to take account of any rights issue or similar

transaction, demerger, special dividend, variation

ofcapital or other event which it considers could

have an impact on an option.

4.5 Non-Executive Directors

The table below sets out all the components of remuneration for Non‑Executive Directors (NEDs). The only

changes to the policy to be approved by shareholders in 2026 is the introduction of RSUs.

Policy table – Non-Executive Directors

Component and rationale Description

What is the maximum that may be paid in

respect of the component?

Fees

Attract and retain a Chairperson and

NEDs who have the requisite skills

and experience to determine the

strategy of the Group and oversee

itsimplementation. Includes

national insurance contribution for

the UK-based Directors.

Directors’ fees are in principle

reviewed on an annual basis

(if not agreed otherwise by

the Committee).

Directors’ fees (including any benefits

and RSUs, valued at date of grant)

must not, in aggregate, be more than

the limit set out in the Articles of

Association ofthe Company from time

to time, which is currently GBP

2,500,000.

Expenses

Ensures the Directors are not left

out of pocket.

Reimbursement for reasonable

expenses incurred in connection with

duties, including travel expenses and

any tax payable on travel expenses.

N/A

RSUs

Align NED’s interests with those

ofshareholders while maintaining

independence.

In order to facilitate the recruitment

and retention of high-calibre

candidates to the Board, NEDs

(including the Chair) may be granted

a RSU (in addition to their normal

fees) which are rights to receive free

shares automatically on vesting, as

described above. The RSUs will

normally vest three years after grant

and will not be subject to performance

conditions. The RSU grant may be

made under UK Listing Rule 9.3.2(R)

(2). The NED must retain any shares

received on vesting until they cease to

be a director (except for sales to cover

taxes and social security contributions

/ similar levies arising before then).

Up to 200% of a directors’ fees may

bepaid in the form of RSUs, as an

additional amount. The number of

shares subject to the RSU will be

thefee awarded (in pounds Sterling)

divided by the market value of

ashareon the date of grant.

Apart from the RSUs described above, Non‑Executive Directors do not receive options and do not

participate in any pension or incentive arrangements. As explained below, no shareholding requirements

apply to Directors. Dirk Brouwer was awarded 282,341 options of which 60% vested on October 28, 2025

and 20% will vest onOctober 28, 2026 and the remaining 20% on October 28, 2027. These options were

granted at the time Dirk Brouwer was the CEO of the Company.

If a Non‑Executive Director provides additional services to the Group (not in connection with directorial

duties), they may be paid for those services on a basis agreed by the Board of Directors.

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Remuneration Committee report (continued)

4.6 2026 Annual Bonus Award

The 2026 Annual Bonus Award of an Executive

Director shall be the sum of (i) the Short Term

Incentive (“STIP”), being a maximum of 75% of Base

Salary, and (ii) the Long Term Incentive (“LTIP”),

being a maximum of 75% of Base Salary.

4.6.1 STIP

Targets for the 2026 Annual Bonus Award shall

beasfollows:

The STIP shall be a maximum of 75% of Base Salary

and based on the following categories of KPIs and

non‑financial targets of which the weightings are

indicated below.

Financial KPI 1

EPS1 (USD)

– Weight 2026

Threshold 10%

Target 25%

Stretch 35%

1 Earnings per share shall be calculated by dividing the net

profitamountforthe2026financialyear,afterdeduction

ofallbonuspaymentshavebeenmadebytheCompany

forthefinancialyear,bythenumberofsharesinissue

at31December2026.

Financial KPI 2

Cost/income ratio

– Weight 2026

Threshold 5%

Target 15%

Stretch 25%

Non-Financial Targets

1. KPI Framework

• Performance of Executive Committee versus their KPIs

• Roll out to HQ staff and CEOs in country with clear KPIs and reward structure

• Reward for 2026 in lower operational echelons discretion of local CEO

• Roll out of KPI framework to all 15k+ staff for 2027

2. High standards reinforced in Risk Management

• No significant covenant breaches

• ERM framework further embedded

• Reduce number of overdue Audit items

3. Digital Strategy

• Roll out Client app Ghana

• Roll out CBS/DFS in Kenya and Tanzania

• Other countries, reduce cash and turn to cashless collections

4. Licence Strategy

• Clear plan on the banking licence strategy

• Measurable progress on the Uganda Bank licence (application done, and process well under way

towards approval in 2027)

5. Increased focus on longer term strategy beyond operational growth

6. De-risking (and deconsolidation) of India

• Relinquishing licence

• Reduce balance sheet to close to 0

• Minimise financial risk over 2026 and beyond.

7. FX, Capital and cost optimisation

• Develop and agree a successful FX strategy including capital allocation framework and cost optimisation

strategy per country

Non-Financial Targets

(table above)

– Weight 2026

Threshold 5%

Target 10%

Stretch 15%

4.6.2. LTIP

Long-term incentive awards granted in 2026 shall

be subject to the following performance conditions

and weightings (as a proportion of base salary):

• Book value per share – CAGR: Performance

shall be measured by comparing the book value

per share as at 1 January 2026 with the book

value per share as at 31 December 2028

assessed on a per share basis and calculated

compound annual growth rate (CAGR) basis over

the three-year performance period. The

Committee has selected this performance

condition as it directly aligns with the

Company’s long‑term strategy of sustainable

growth, disciplined capital allocation, and value

creation in its core markets. Growth in book

value per share reflects the Company’s ability to

generate and retain earnings, maintain portfolio

quality, and efficiently deploy capital across its

operations.

• Absolute Total Shareholder Return (TSR),

measured as the total return delivered to

shareholders over the performance period

(being 1 January 2026 to31 December 2028),

calculated as the increase in the Company’s

share price plus dividends paid, expressed as a

percentage of the share price at the beginning of

the period. Performance shall beassessed on an

absolute basis against pre‑determined targets

set by the Committee. See Table on the next

page.

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Remuneration Committee report (continued)

The LTIP shall be a maximum of 75% of Base Salary

and based on the following categories of KPIs

ofwhich the weightings are indicated below.

Financial KPI 3

3-year BVPS CAGR Weight

2026-2028

Threshold 12.5%

Target 25%

Stretch 37. 5%

Financial KPI 3

Absolute TSR - Weight

2026-2028

Threshold 12.5%

Target 25%

Stretch 37. 5%

4.7 Relationship to remuneration paid to

other employees

The remuneration package of Executive Directors

isbased on the same elements as those offered

toother employees of the Group but with a greater

emphasis on variable pay and alignment with

shareholders, delivered through options. This

reflects the Directors’ greater ability to influence

corporate performance.

The Committee took into account the pay and

employment conditions of employees across the

Group when setting the Directors’ Remuneration

Policy. In particular, it considered the need for

internal equity and fairness, alignment with the

Group’s social mission as a microfinance provider,

and consistency in incentive structures and risk

management across all levels of the organisation.

The Committee also had regard to affordability, local

market conditions and cost-of-living considerations

in the Group’s operating regions, as well as the

importance of supporting employee engagement,

retention and a strong conduct culture.

4.8 Approach to recruitment

A new Executive Director’s remuneration should

take into account that Director’s level of the skills

and experience required for the role and may start

off lower than his or her predecessor’s

remuneration with a view to reaching a market rate

over time, subject to performance.

When appointing a new Executive Director, the

Committee will use the remuneration framework

setout in the table in paragraph 4.2 as the basis for

determining the overall package. In doing so, it may

take into account relevant benchmarking data and

prevailing market practice for comparable roles.

However, the Committee retains discretion to

determine the appropriate level and structure of

remuneration and may make adjustments where

considered necessary to secure the appointment

ofasuitably qualified candidate. The maximum

level of variable remuneration (excluding

compensatory awards described below) for

Executive Directors inany financial year will not be

more than 100% ofthe recruit’s basic salary (with

options valued asdescribed in the policy table).

An Executive Director recruited to work outside

their home country may be offered relocation

benefits including:

• Accommodation allowance

• Education allowance

• Two free air tickets per year to and from home

But these will not last more than two years from

starting employment.

The Committee may make compensatory awards

inthe form of cash, shares, or share awards/options

in the Company to compensate a new Executive

Director for benefits they will lose as a result of

joining the Company. Those awards would, so far

aspracticable:

• Reflect the value, at the time of grant, of the

awards being lost

• Take the same form as the awards which are

being lost

• Vest at the same time as the awards being lost

• Be subject to comparable service and

performance conditions (though any

performance conditions may relate to the

performance of the Company).

When recruiting a Non‑Executive Director

(includinga Chair), the remuneration offered would

be consistent with the components described in the

table in paragraph 4.5.

4.9 Service contracts and letters of appointment

The Executive Director (CEO) has a service contract

and the Non‑Executive Directors have a letter of

appointment, all of which are available for

inspection at the Company’s registered office. The

CEO is not normally appointed for a fixed term but

continues until her/his employment or office is

terminated. Dirk Brouwer, as Deputy Chairperson

and Special Adviser, is employed under an indefinite

employmentcontract.

Non‑Executive Directors are appointed for an

initial (and renewable) three‑year term but are

subject toannual re‑election at the AGM.

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Remuneration Committee report (continued)

4.10 Policy on notice periods and payments

for loss of office

The Company’s policy is that:

• The CEO contract (and the employment

contract of Dirk Brouwer, being Deputy

Chairperson and Special Adviser) requires a

notice period of six months by the employer

(and three months for the employee).

• Non‑Executive Directors’ letters of appointment

require three months’ notice from either party

but are terminated immediately if Director is not

re-elected at an AGM

Each Directors’ contract or letter of appointment is

consistent with this. For each component of pay,

the amount paid to an Executive Director on

termination will be determined as follows:

Component Determination

Salary and

benefits

The Director receives salary and benefits, pension contributions and (if any) benefits during their

notice period.

The Company can decide to make a payment in lieu of notice equal to basic salary for the balance

of the notice period and may decide to pay this in instalments subject to reduction if the Director

enters alternative employment before the end of the notice period.

Cash Bonus The Director will not normally be entitled to any cash bonus for the financial year in which they

leave. The Committee may, however, decide that the Director will receive a pro‑rated bonus,

payable at the normal time based on the achievement of performance conditions in the normal way.

Bonuses may be granted upon leaving employment.

Options An unvested option will normally lapse on leaving employment. Options which have already

become exercisable may be exercised for up to 12 months from the date of leaving after which they

will lapse.

However, if a Executive Director dies or leaves because of disability, ill‑health, injury, redundancy,

retirement, sale of their employer (or in other circumstances if the Committee allows), the option

willcontinue in effect and, unless the Committee decides otherwise, the number of shares in

respect of which it can vest and be exercised will be reduced pro rata to reflect the fact that the

Director leftearly.

Alternatively, the Committee may allow the option to vest on leaving, or at some point thereafter,

inwhich case the number of shares in respect of which the option vests will be based on the extent

to which performance conditions have been or are likely to be satisfied (as determined by the

Committee at the time of leaving). Unless the Committee decides otherwise, the number will also

be reduced prorata to reflect the fact that it is vesting early. If the Executive Director dies, the

option will vest onthe date of death to the extent described above.]

If the Director leaves during the Holding Period, the Holding Period will continue and the award

orshares will not be forfeited (save for on death where the Holding period will cease to apply).

Other A departing Executive Director may also be paid

some or all of the following on a reasonable basis

tobe determined by the Committee:

• Reasonable legal tax or outplacement

expenses

• Accrued holiday pay

• Payments in compensation for non-compete

restrictions

• Relocation expenses

• Amounts required to satisfy or settle any

actual or potential legal claim by the Director

against any Group company

• Ex gratia retirement gifts and presentations

• Transition fees under Dutch law

On termination, Non‑Executive Directors are

entitled to any outstanding fees for the period

worked, including their notice period, except

DirkBrouwer, who receives a salary under his

employment contract.

A Non‑Executive Director’s RSUs will normally

lapse on the Non‑Executive Director ceasing to be a

director – including as a result of a failure to be

re‑elected by shareholders. However, if the

Non‑Executive Director dies or ceases to be a

director because of disability, ill‑health or injury or

in other circumstances if the Board allows, the RSU

will continue in effect or, if theBoard so allows,

vest on or after ceasing and, unless the Board

decides otherwise, the number of shares in respect

of which it can vest will be reduced prorata to

reflect the fact that the Non‑Executive Director left

early. The Non‑Executive Director will be free to

dispose of any shares received on vesting of RSUs

once they have ceased to be a director.

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On-target

performance

Minimum

performance

Maximum

performance

+ 50%

Maximum

performance

100% 51% 41% 35%

25%

30% 26%

25%

30%

39%

USD 508,328

USD 1,001,417

USD 1,247,962

USD 1,432,870

Salaray and pension

STIP

LTIP

Remuneration Committee report (continued)

4.11 Remuneration Policy for key executives

The below constitutes the framework for the

Remuneration Policy of the key executives both

atthe country level and the head office level.

Thepolicy aims to:

• Attract, motivate and retain high-calibre

employees across the Group

• Reward employees fairly, according to their

performance

• Promote the achievement of the Group’s annual

plans and its long‑term strategic objectives

• Align the interests of employees with those of

all key stakeholders, in particular, our

shareholders, clients, and regulators

• Support effective risk management and promote

a positive client conduct culture

The Company will work closely with the

Remuneration Committee to set the right policies

and incentives for the key executives both in the

countries and at its head office.

Rob Keijsers

4.12 Remuneration scenarios

The graph to the right set out what Rob Keijsers

asan Executive Director would receive in 2026 for

minimum, on‑target and maximum performance

plusmaximum performance with assuming a 50%

increase in share price under the new policy.

Thisisbroken down into:

• the fixed element, which is basic salary

andpension;

• short term incentive plan (STIP) which is in the

form of a cash bonus, assuming the maximum

grant of 75% of salary;

• long term incentive plan (LTIP) in the form

ofnil‑cost options, assuming the maximum grant

of 75% of salary.

The figures used in this graph are arrived at as follows:

• ‘Minimum performance’ means no STIP is payable

and no LTIP is awarded.

• ‘On-target performance’ means the level of

performance which produces a 50% STIP payout

and 50% LTIP award.

• ‘Maximum performance’ means the performance

which produces maximum STIP payout and

LTIPaward.

• ‘Maximum performance +50%’ means the

‘maximum performance’ on the assumption that

theshare price increases 50% from the date

ofgrant of the options to the date of vesting.

(Other figures assuming no share price movement.)

5. Directors’ Remuneration Report 2025

This section of the report explains how the Group’s

Remuneration Policy for Directors, approved at the

AGM in 2025, was applied during the year, and

gives details of awards of options under the LTIP.

The report also summarises the fees paid to

Directors in 2025 as well as the current

shareholding of the Chairperson and the Executive

Directors inthe Company.

The 2025‑2028 Remuneration Policy was approved

by 88.74% of the votes cast, with 11.26% against

and 0 votes withheld, at the AGM held on 19 June

2025. The 2025 Remuneration Report was

approved by 88.75% of the votes cast, with 11.25%

against and 0votes withheld at the AGM held on

19 June 2025.

5.1 2025 Implementation of the

Remuneration Policy

Rob Keijsers’ salary increased to EUR 382,000

whenhe was appointed to the permanent role

ofCEO as of 1 April 2025. See table on page 114.

Rob Keijsers was awarded Options as fully

described in paragraph 5.3.

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Remuneration Committee report (continued)

• 350,000 options on 22 July 2025 (of which 60%

will vest on 22 July 2028 and 20% will vest on

22 July 2029 and the remaining 20% on 22 July

2030) of which 100,000 options were agreed

tobe awarded for becoming interim CEO on

1 November 2024 and 250,000 options were

granted as part of a discretionary share option.

Tothe extent they vest, these Options are

exercisable at a average price of GBP 1.34 per

ordinary share, being the average share price for

the three business days before the Grant Date.

The number of Options granted to a Director

wasa Board decision. The Options will normally

vest, subject to continued employment, onthe

following schedule: 60% on the third anniversary

of the Grant Date and 20% each year thereafter.

5.2 A single figure table with audited Director pay data is shown below.

Name Position

Total Salary / Fees

Paid

Pension

Benefits Travel benefits Bonus

Total Variable

Pay (2025)

Total Variable

Pay (2024)

Total Variable

Pay (2023)

Total Fixed Pay

(2025)

Total Fixed Pay

(2024)

Total Fixed Pay

(2023)

Chris Low Chairperson¹ GBP 107,526 Travel expenses on actuals 0 0 0 0 GBP 107,526 GBP 86,383 0

Guy Dawson Non‑Executive Director² GBP 77,500 Travel expenses on actuals 0 0 0 0 GBP 77,500 GBP 75,000 GBP 70,000

Hanny Kemna Non‑Executive Director³ GBP 65,000 Travel expenses on actuals 0 0 0 0 GBP 65,000 GBP 65,000 GBP 60,000

Sheila M’Mbijjewe Non‑Executive Director

GBP 61,859 Travel expenses on actuals 0 0 0 0 GBP 61,859 GBP 2,218 0

Salehuddin Ahmed Non‑Executive Director GBP 25,819 Travel expenses on actuals 0 0 0 0 GBP 25,819 GBP 55,000 GBP 55,000

John Khabbaz Non‑Executive Director GBP 37,889 Travel expenses on actuals 0 0 0 0 GBP 37,889 0 0

Mark Schwartz Non‑Executive Director

GBP 2,218 Travel expenses on actuals 0 0 0 0 GBP 2,218 0 0

Rob Keijsers Chief Executive Officer

EUR 587,528 EUR 12,979 Travel expenses on actuals EUR 191,000 0 0 0 EUR 396,528 USD 58,333 0

Dirk Brouwer Deputy Chairperson and Special Adviser

USD 321,217 Travel expenses on actuals 0 0 0 0 USD 321,217 USD 375,000 USD 425,000

Note: (a) No pension was provided to the Directors except for Rob Keijsers. (b) No bonuses are paid to Non-Executive Directors under the policy and no long-term incentives vested. (c) All salaries are paid on a pro rata basis.

1 Chris Low’s salary was increased to GBP 193,300 from 1 November 2024 until 1 April 2025 during his tenure as the Executive Chairperson.

2 Guy Dawson’s salary changed from GBP 55,000 to GBP 100,000 from 1 July 2025.

3 Hanny Kemna receives GBP 55,000 plus an additional GBP 10,000 for chairing two Committees.

4 Sheila receives GBP 55,000 plus an additional GBP 10,000 for chairing the ARC.

5 Mark Scwartz joined the Board on 17 December 2025 and received his pro rata salary for December in January 2026.

6RobKeijsersreceivedUSD350,000inEURequivalentfrom1November2024till1April2025andhissalarychangedtoEUR382,000from1April2025.RobKeijserswasgrantedanannualSTIPawardforthe2025financialyear,whichistobepaid

in 2026.

7 Dirk Brouwer’s salary changed from USD 375,000 to USD 275,000 from 1 July 2025.

5.3 Share Options granted in 2025

toExecutive Directors

In case of Rob Keijsers, it is noted that he was

awarded 114,113 options on 28 October 2022 (of

which 20%vests each year). 40% of the options

granted on 28 October 2022 had already vested on

28 October 2024 and 28 October 2025, before he

became a Director. To the extent they vest, these

Options are exercisable at a average price of GBP

0.93 per ordinary share, being the average share

price for the three business days before the Grant

Date.

Rob Keijsers was also awarded the following

options:

• 150,000 options on 22 July 2024 (of which 20%

vests each year). These options were awarded

before he became a Director. To the extent they

vest, these Options are exercisable at a average

price of GBP 0.82 per ordinary share, being the

average share price for the three business days

before the Grant Date.

ASA International Group plc

Annual Report and Accounts 2025

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Corporate Governance

Financial Statements Additional Information

Remuneration Committee report (continued)

Rob Keijsers was also awarded 122,672 options

on 27 October 2025 that are conditional on the

satisfaction of a Performance Conditions for 2025

asset forth below:

• Performance Condition measures growth in

Book Value of the Company between 30 June

2025 and 30 June 2028, assessed on a per Share

basis in each case by reference to the number of

Shares in issue as at the relevant date (with 1 July

2025 to 30 June 2028 being the three‑year

‘Pro-Rating Period’).

• Book Value means the “Total Equity Attributable

to Equity Holders of the Parent”, as set out in

the relevant interim Financial Reports. However,

the Directors shall retain discretion regarding

the precise methodology for measurement of

the growth in Book Value per Share (for

example, taking into account the impact of

foreign exchange rates or otherwise adjusting

reported values). The decision of the Directors

on the methodology for measurement of the

Performance Condition or in any dispute

relating to an Award or matter relating to the

Plan will be final and conclusive.

• The Performance Condition shall be assessed

on a sliding scale against a threshold, target

and stretch performance target, which shall

determine the percentage of the maximum

number of Shares granted under the Award

capable of Vesting, as follows:

Growth in Book Value

per Share over three years

Maximum

% of Award

capable

of Vesting

<10% CAGR (i.e. 33.1%) 0

Threshold 10% CAGR (i.e. 33.1%) 25

Target 15% CAGR (i.e. 52.09%) 50

Stretch 20% CAGR (i.e. 72.8%)

or more

100

Notwithstanding the above, the Directors shall

have the discretion to reduce the number of Shares

subject to the Award that are capable of Vesting.

When determining whether to exercise this

discretion, theDirectors shall consider the extent

to which thePerformance Condition has been met,

and other relevant factors which it considers may

have impacted overall performance including, but

not limited to, windfall gains due to currency

exchange rates.

The number of Options granted was a Board

decision. The Options will normally vest, subject to

continued employment, on the following schedule:

60% on the third anniversary of the Grant Date and

20% each year thereafter. To the extent they vest,

the Options are exercisable at a price per ordinary

share as described in the below table, being the

average share price for the three business days

before each Grant Date. Options do not attract

dividend equivalents. The face value of the Options

granted during 2025 is GBP 688,583 based on the

price of 134 pence and 179 pence per ordinary

share for the July and October grants, respectively.

In April 2022 the Employee Benefit Trust (‘EBT’)

thatis entitled to hold the Shares in relation to

theLTIP was established. The EBT is managed by

anindependent Trustee. The EBT held 2,192,263

Shares of the Company at the end of 2025, to hold

inreserve for employees who choose to exercise

their option rights under the LTIP.

Malus and clawback provisions only apply to

Options, and no component of remuneration is

dependent on performance measures or targets

(save for value being linked to share price increase,

in relation to options). The Company does not have

any in-employment or post-employment

shareholding requirements for its Directors, as the

Company believes the nature of its LTIP, being a

market‑value option plan, provides sufficient

long‑term exposure for the Executive Directors to

share price and long-term shareholder alignment.

The Company has selected a total vesting period

offive years (with options normally vesting in

instalments between years three and five) as the

appropriate vesting period, as the Company

believes that a phased, long-term vesting period

(without anyadditional holding period) is warranted

given the growth stage of the Company and the fact

the market‑value structure of the Option plan means

the options’ value depend on sustained share price

growth.

Grant date

Exercise price

(GBP)

Number of

shares under

option Normally exercisable from Vesting date

Number of

shares under

option tranche

28/10/22 0.93 114,113 20% – 28 October 2023 10/28/23 22,823

28/10/22 20% – 28 October 2024 10/28/24 22,823

28/10/22 20% – 28 October 2025 10/28/25 22,823

28/10/22 20% – 28 October 2026 10/28/26 22,823

28/10/22 20% – 28 October 2027 10/28/27 22,823

22/7/24 0.82 150,000 20% – 22 July 2025 7/22/25 30,000

22/7/24 20% – 22 July 2026 7/22/26 30,000

22/7/24 20% – 22 July 2027 7/22/27 30,000

22/7/24 20% – 22 July 2028 7/22/28 30,000

22/7/24 20% – 22 July 2029 7/22/29 30,000

22/7/25 1.34 350,000 60% – 22 July 2028 7/22/28 210,000

22/7/25 20% – 22 July 2029 7/22/29 70,000

22/7/25 20% – 22 July 2030 7/22/30 70,000

27/10/25 1.79 122,672 60% – 27 October 2028 10/27/28 73,603

27/10/25 20% – 27 October 2029 10/27/29 24,534

27/10/25 20% – 27 October 2030 10/27/30 24,534

Total 736,785 736,785

ASA International Group plc

Annual Report and Accounts 2025

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Corporate Governance

Financial Statements Additional Information

Remuneration Committee report (continued)

5.4 Performance Conditions for

Performance-based Incentive Schemes

5.4.1 2025 Short-Term Incentive Plan

Rob Keijsers had been granted a conditional annual

bonus award for the 2025 financial year (the “2025

Annual Bonus Award”) on the terms described

below. The maximum amount Rob Keijsers as

Director is entitled to receive in respect of the 2025

Annual Bonus Award is 50% of his base salary as of

the date of this letter (USD 200,000), subject to

certain deductions.

The amount of the 2025 Annual Bonus Award to be

received (if any) will be based on the Director’s and

the Company’s fulfilment of certain performance

conditions, inter alia set out in the table below

relating to the Company’s earnings per share, cost

to income ratio, and certain non‑financial metrics, at

the end of the 2025 financial year (the “Performance

Conditions”).

Where PAR<30 for the 2025 financial year exceeds

3%, the Remuneration Committee shall consider

whether discretion should be exercised to reduce

(including a reduction to zero) the amount of the

2025 Annual Bonus Award otherwise payable to the

Director in respect of both financial and non‑

financial targets. However, it shall not be obliged to

do so.

Metric Weighting Performance condition

Threshold

target Target

Stretch

target

Earnings per Share (EPS) 50% 6.25% of base salary is paid if EPS is $0.35p.12.50% of base salary is paid if EPS is

$0.3p. 25% base salary is awarded if EPS is $0.42. 25% base salary is awarded if EPS

is$0.42. If EPS is below $0.35 no award is made in respect of EPS.

$0.35 $0,385 $0.42

Cost/income ratio 30% 3.75% of base salary is paid if the cost/income ratio is 62.5%. 7,5% of base salary is

paid if the cost/income ratio is 60%. 15% of base salary is awarded if the cost/

income ratio is57.5%. If the cost/income ratio is higher than 62.5% no award is made

in respect ofthe cost/income ratio.

62.5% 60% 57.5%

Non‑financial metrics 20% Achievement of the following strategic objectives are required for an award to be

paid, at the discretion of the Committee: executive committee performance vs KPIs,

keyhirings achieved, digital strategy rollout and risk framework enhancements.

N/A N/A N/A

Total 100%

Where both financial metrics are not met at threshold level, the STIP award in respect of any non‑financial metrics shall not be payable, irrespective of whether

theyhave been met or not.

5.4.2 2026-2029 Short-Term and Long-Term Incentive Plan

The Short‑term and the Long‑term incentive plan shall be based on the Remuneration Policy and is expected to follow a similar methodology as adopted in 2026

andwill be adjusted and refined for 2027 and beyond.

ASA International Group plc

Annual Report and Accounts 2025

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Financial Statements Additional Information

Remuneration Committee report (continued)

5.5 Other disclosures

Relative importance of spend on pay (USD ’000s)

Employees’

remuneration

Distribution to

shareholders

Expenditure on

other measurements

80,375

64,793

7,841

6,782

8,728

2,952

10,000

20,000

30,000

40,000

50,000

90,000

80,000

70,000

60,000

In USD

2025

2024

CEO annual salary and long term incentives 2025 2024

Annual salary

EUR 382,000 USD 350,000

1 2024 annual salary paid in Euros equivalent.

Historical TSR performance (GBP ’000s)

IPO

date

Note: TSR calculation is assuming a hypotetchical 100 GBP investment

in ASA International ordinary shares and in the FTSE 100 index at

13 July 2018, plus dividend reinvesment at the time of

dividend payment.

2018

2019

2020

2021

2022

2023

2024

2025

ASAI

FTSE 250

20,000

40,000

60,000

80,000

100,000

140,000

120,000

In GBP

Note: TSR calculation is assuming a hypothetical 100 GBP

investment in ASA International ordinary shares and in the

FTSE 250 index at 13 July 2018, plus dividend

reinvestment at the time of dividend payment.

6. Directors’ shareholdings

The shareholdings of Directors in the Company as

of 31 December 2025 are shown below.

Name of Director

Number of

shares % holding

Dirk Brouwer

1,2,3

0 0%

Rob Keijsers 654,451 0.6%

Mark Schwartz 1,320,983 1.3%

John Khabbaz 290,300 0.3%

Hanny Kemna 80,000 0.08%

1 Dirk Brouwer’s economic interest is 0%. His four children

have a combined economic interest of 11.7% as on

31 December 2025.

2 As at 31 December 2025, Dirk Brouwer holds a 36.7%

controlling interest in the Company through CMIMC,

whichheultimatelycontrols.Thisinterestisheldvia

CatalystMicrofinanceInvestors(18.6%)andCatalyst

Continuity (18.1%), both also under his ultimate control

viaCMIMC.Decisionstakenbythiscompany,including

decisions as to the voting of the relevant shares, are made

by the Board of Directors thereof (i.e. Dirk Brouwer).

3 As per 31 March 2026, Dirk Brouwer’s controlling

interest in the Company reduced to 29.6%. This interest

isheldviaCatalystContinuity.CatalystMicrofinance

Investors is no longer a shareholder of the Company since

3 March 2026.

Directors and employees of the Group are required

to comply with applicable legislation relating to

dealing in the Company’s shares as well as the

Company’s share dealing rules.

As disclosed previously (including at the time of

theCompany’s listing), certain (direct and indirect)

shareholders in the Company are taken to

constitute a ‘concert party’ for the purposes of the

Takeover Code. Those parties include Dirk Brouwer

andthe entities through which he indirectly holds

controllinginterests in the Company, including

Catalyst Microfinance Investors (‘CMI’) and

Catalyst Continuity (together referred as ‘Concert

Party’). Catalyst Continuity is (and CMI until

3 March 2026 was) ultimately controlled by Dirk

Brouwer through CMIMC, a holding company of

the founders of CMI. As of 3 March 2026, the

Concert Parties collectively controlled 31,183,304

Shares (or 31.2% of the voting shares).

This total includes the options granted to Dirk

Brouwer over Shares pursuant to the Long Term

Incentive Plan (“LTIP”) on 28 October 2022 in an

amount equal to 282,341 Shares. The Takeover

Panel granted a waiver of the requirements for

members of the Concert Party to make a mandatory

offer for the remainder of the share capital of the

Company (under Rule 9 of the City Code on

Takeovers and Mergers) as a result of the exercise

of rights to Shares under the LTIP awards, subject

to approval by the Independent Shareholders. The

waiver was granted by the Independent

Shareholders on 15 June 2023 and it was renewed

on 20 June 2024. Given that nofurther LTIP

Awards have been awarded to Dirk Brouwer since,

there is no requirement to seek a waiver regarding

the LTIP Awards at the 2026 AGM.

ASA International Group plc

Annual Report and Accounts 2025

118

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Corporate Governance

Financial Statements Additional Information

Remuneration Committee report (continued)

7. Service contracts and letters

of appointment

Details of Directors’ pay are stated in the table at

section 5.2 above. No Director has been involved

indeciding his or her own remuneration.

Rob Keijsers – Chief Executive Officer

Mr Keijsers was originally employed under an

employment agreement dated 27 February 2022

(effective from 9 May 2022). Following his

appointment as Interim CEO, a new employment

agreement dated 12 December 2024 (effective

from1 November 2024) was entered into, under

which his salary was increased to USD 350,000

paid in EUR equivalent. Upon his appointment as

CEO on1 April 2025, a further employment

agreement dated 17 October 2025 (effective from

1 April 2025) was executed, increasing his salary to

EUR 382,000. Mr Keijsers’ employment is

terminable in accordance with Dutch law, with a

notice period of six months for the Company and

three months for Mr Keijsers. Any termination‑

related payments will be considered on a case-by-

case basis, taking into account contractual terms,

the circumstances of termination and any

applicable duty to mitigate.

Dirk Brouwer – Deputy Chairperson

and Special Adviser

Mr Brouwer is employed under an employment

agreement dated 15 June 2023. His salary was USD

375,000, reduced to USD 275,000 from July 2025

in accordance with his employment arrangements,

and will further reduce to USD 200,000 from June

2026. Mr Brouwer is not entitled to any pension

contribution from the Company and will not receive

any variable remuneration, including LTIP grants.

Hisemployment is terminable in accordance with

Dutch law, with a notice period of six months for

the Company and three months for Mr Brouwer.

Any termination-related payments will be

considered on a case-by-case basis, taking into

account contractual terms, the circumstances of

termination and any applicable duty to mitigate. In

his role as (i) Deputy Chairperson of the Board and

(ii) Special Adviser to the CEO, the Executive

Committee and the broader management team,

Mr Brouwer receives only a fixed annual salary and

no Board remuneration.

Guy Dawson – Non-Executive Director

Mr Dawson is a Non‑Executive Director engaged

under a letter of appointment dated 5 June 2025

(effective 1 July 2025), which supersedes his earlier

letter of appointment dated 28 June 2018.

Heserved as Non‑Executive Chairperson from

1 January 2021 until 1 November 2024 and was

reappointed as Non‑Executive Chairperson of the

Board with effect from 5 June 2025. His fee as a

Non‑Executive Director is GBP 55,000 per annum,

which increased to GBP 100,000 per annum

from1 July 2025 following his reappointment as

Chairperson. His engagement with the Company

may be terminated on three months’ notice.

Hanny Kemna – Non-Executive Director

Ms Kemna is a Non‑Executive Director engaged

under a letter of appointment dated 5 June 2025,

which supersedes her earlier letter of appointment

dated 28 June 2018. She serves as Chair of the

Remuneration Committee and is a member of the

Audit and Risk Committee and the Independent

Directors’ Committee. Her fee as Senior

Independent Director is GBP 65,000 per annum,

which includes aGBP 10,000 fee for chairing the

Remuneration Committee. Her engagement with

the Company maybe terminated on three months’

notice.

Sheila M’Mbijjewe – Non-Executive

Independent Director

Ms M’Mbijjewe is a Non‑Executive Director

engaged under a letter of appointment dated

5 June 2025, which supersedes her earlier letter of

appointment dated 14 November 2024. She serves

as Chair of the Audit and Risk Committee and is a

member of the Remuneration Committee and the

Independent Directors’ Committee. Her fee as a

Non Executive Director was GBP 55,000 per

annum until 30 June 2025 and increased to GBP

65,000 per annum thereafter, reflecting an

additional GBP 10,000 forchairing the Audit and

Risk Committee. Herengagement with the

Company may beterminated on three months’

notice.

John Khabbaz – Non-Executive

Independent Director

Mr Khabbaz is a Non‑Executive Director engaged

under a letter of appointment dated 5 June 2025,

effective from 23 April 2025. He is a member

oftheRemuneration Committee, the Nomination

Committee, the Audit and Risk Committee and

theIndependent Directors’ Committee. His fee as

aNon Executive Director is GBP 55,000 per

annum, and his engagement with the Company may

be terminated on three months’ notice.

Mark Schwartz – Non-Executive Director

Mr Schwartz is a Non‑Executive Director engaged

under a letter of appointment dated 17 December

2025, effective from the same date. He is a member

of the Nomination Committee. His fee as a

Non‑Executive Director is GBP 55,000 per annum,

and his engagement with the Company may

beterminated on three months’ notice.

Annual Salary Executive Director

(as at 31 December 2025) Fee

Rob Keijsers EUR 382,000

Chris Low

GBP 193,300

1 From 1 November 2024 until 1 April 2025.

Consideration of shareholders’ views

The Chairperson of the Board is available to be

consulted by our major shareholders on key issues

including remuneration at any time. The Board does

its best to ensure that there is a satisfactory

dialogue with shareholders, on mutual

understanding ofobjectives.

Committee effectiveness

A formal evaluation of the Committee’s

performance took place as part of the wider

assessment of Board performance in 2025,

facilitated by Spencer Stuart. Further detail on the

process undertaken and key findings can be found

on page 87. The Committee considers that it

possesses the right skills, and has access to the right

resources, to enable it to carry out its duties, and that

it has continued to perform effectively.

This report was approved by the Board of Directors

on 14 April 2026 and signed on its behalf by:

Hanny Kemna

Chairperson of the Remuneration Committee

14 April 2026

ASA International Group plc

Annual Report and Accounts 2025

119

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Independent Directors’ Committee

report

The Independent Directors’ Committee identifies

and manages matters involving conflicts of interest

(including potential conflicts of interest) between

any Group company, on the one hand, and any

controlling shareholder or related party (each as

defined under the UK Listing Rules), on the other

hand. It is also responsible for overseeing and

scrutinising the relationship between the Group,

its related parties and its controlling shareholders

(including evaluating, monitoring and approving

any material transactions or arrangements between

such parties and generally monitoring compliance

with the Relationship Agreement (see page 85).

In 2025, the Independent Committee discussed

amongst other things discussed leadership

priorities, shareholder engagement, progress

on senior executive succession, and potential

enhancements to Board processes.

The Independent Directors’ Committee comprised

all of the Independent Non‑Executive Directors in

2025, being Salehuddin Ahmed (till 19 June 2025),

Guy Dawson, Hanny Kemna, Sheila M’Mbijjewe,

Chris Low (till 5 June 2025) and John Khabbaz

(from 24 April 2025). The Committee met three

times in 2025.

Meeting attendance

Member name and role Meetings attended

Hanny Kemna, NED 2/2

Chris Low, NED

2/2

Salehuddin Ahmed, NED 2/2

Guy Dawson, NED 2/2

Sheila M’Mbijjewe, NED

2/2

John Khabbaz

0/1

1 Chris Low was a member of the Committee until

5 June 2025

2 Salehuddin Ahmed was a member of the Committee

until 19 June 2025

3 John Khabbaz has been a member of the Committee

since 24 April 2025

ASA International Group plc

Annual Report and Accounts 2025

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Corporate Governance

Financial Statements Additional Information

Directors’ report

Share capital

The share capital of the Company as of

31 December 2025 consists of 100,000,000

ordinary shares of GBP 0.01 each.

Under section 551 of the Companies Act 2006,

the Directors may allot equity securities only with

the express authorisation of shareholders which

may be given in a general meeting, but which

cannot last more than five years. Under section 561

of the Companies Act, the Board may not allot

shares for cash (otherwise than pursuant to an

employee share scheme) without first making an

offer to existing shareholders to allot such shares

to them on the same or more favourable terms in

proportion to their respective shareholdings, unless

this requirement is waived by a special resolution

of the shareholders.

Rights attaching to shares

The Company’s Articles of Association set out the

rights and obligations attaching to the Company’s

ordinary shares. All of the ordinary shares rank

equally in all respects.

At general meetings of the Company, on a show

of hands, each member has the right to one vote.

In a poll, each member is entitled to one vote for

every share held.

The shares carry no rights to fixed income.

No person has any special rights of control over

the Company’s share capital and all shares are

fully paid.

The Articles of Association and applicable

legislation provide that the Company can decide

to restrict the rights attaching to ordinary shares

in certain circumstances (such as the right to attend

or vote at a shareholders’ meeting), including where

a person has failed to comply with a notice issued

by the Company under section 793 of the

Companies Act 2006.

The Directors of the Company present their report

for the year ended 31 December 2025. The

Company is a public limited company, incorporated

in England and Wales with the registered number

11361159 and with its registered office situated

at Highdown House, Yeoman Way, Worthing,

West Sussex BN99 3HH, United Kingdom.

The Strategic Report, set out on pages 1 to 74

of this Annual Report, and Corporate Governance

Report, Committee reports and the Directors’

Remuneration Report, set out on pages 75 to 124

of this Annual Report, include information that

would otherwise need to be included in this

Directors’ report. Relevant items are referred

to below and incorporated by reference into

this report.

Results and dividends

The consolidated results for the year are shown

on pages 136 to 139. The profit before tax of the

Company was USD 103.9 million in 2025, as against

USD 63.5 million for the previous year.

An interim dividend for 2025 of USD 0.048 per share

was paid to shareholders on 31 October 2025.

Directors

The names of the Directors of the Company at

the date of this report, together with biographical

details, are given on pages 77 to 78 of this Annual

Report. All of them served throughout the 2025

financial year except for John Khabbaz, who joined

the Board in April 2025 and Mark Schwartz who

joined the Board in December 2025, respectively.

Additionally, Salehuddin Ahmed and Chris Low left

the Board in June 2025. In accordance with the

Code, all Directors will retire at the 2026 Annual

General Meeting (‘AGM’) and will offer themselves

for re-election at that meeting.

Further details on the Directors’ remuneration

and service contracts or appointment letters

(as applicable) can be found in the Directors’

Remuneration Report on pages 103 to 120

of this Annual Report.

Directors’ interests

The Directors’ interests in the share capital of the

Company as at 31 December 2025 are set out on

page 118 of the Directors’ Remuneration Report.

Powers and appointment of Directors

The Company’s Articles of Association set out

the powers of the Directors, and rules governing

their appointment and removal. The Articles of

Association can be viewed at the registered office

of the Company. Further details on the powers,

appointment, and removal of Directors are set out

in the Corporate Governance Report on page 119

of this Annual Report.

Directors’ indemnities and insurance

In accordance with its Articles of Association, the

Company has granted an indemnity to each of its

Directors on terms consistent with the applicable

statutory provisions. This indemnifies the Director

in respect of (a) any liability incurred by or attaching

to Directors in connection with any negligence,

default, breach of duty, or breach of trust by

the Director in relation to the Company or

any associated company, or (b) in the actual

or purported execution and/or discharge of the

Director’s duties and/or the actual or purported

exercise of the Director’s powers and/or otherwise

in relation to, or in connection with, the Director’s

duties, powers or office as an employee, officer,

trustee, or agent of the Company and/or any

associated company other than any liability (i) to

the Company or any associated company, (ii) to pay

a fine imposed in criminal proceedings, (iii) to pay

a sum payable to a regulatory authority by way of

a penalty in respect of non-compliance with any

requirement of a regulatory nature (however

arising), (iv) in defending any criminal proceedings

in which they are convicted, where such conviction

is final, (v) in defending any civil proceedings

brought by the Company or an associated company

in which judgement is given against him or her,

where such judgement is final, or (vi) in connection

with any application for relief under the provisions

referred to in section 234(6) of the Companies Act,

where the court refuses to grant the Director relief,

and such refusal is final.

Furthermore, the third‑party indemnity shall not

apply:

(i) To the extent that it is not permitted by,

or consistent with, law or statute from time

to time in force, the Articles of Association

of the Company or the rules and regulations

of any regulatory body;

(ii) To the extent that the Director has been,

or is entitled to be, indemnified or reimbursed

by any Directors’ or Officers’ liability insurance

or any other insurance;

(iii) Where there has been gross negligence,

fraud or wilful default by the Director; nor

(iv) Where the Director has improperly derived

a personal benefit or profit.

Qualifying third‑party indemnity provisions for

the purposes of section 234 of the Companies Act

2006 were accordingly in force during the course

of the year, and remain in force at the date of this

report. The Company also maintains liability

insurance for its Directors and Officers.

ASA International Group plc

Annual Report and Accounts 2025

121

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ESG Report

Corporate Governance

Financial Statements Additional Information

Directors’ responsibility statement

The Directors are responsible for preparing

the Annual Report and the financial statements

in accordance with applicable United Kingdom

law and regulations.

Company law requires the Directors to prepare

financial statements for each financial year.

Under that law the Directors have elected to

prepare the Group and Parent Company financial

statements in accordance with UK adopted

international accounting standards. Under company

law the Directors must not approve the financial

statements unless they are satisfied that they give

a true and fair view of the state of affairs of the

Group and the Company and of the profit or loss

of the Group and the Company for that period.

In preparing these financial statements the

Directors are required to:

• Select suitable accounting policies in accordance

with IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors and then apply

them consistently

• Make judgements and accounting estimates that

are reasonable and prudent

• Present information, including accounting

policies, in a manner that provides relevant,

reliable, comparable, and understandable

information

• Provide additional disclosures when compliance

with the specific requirements in IFRS is

insufficient to enable users to understand the

impact of particular transactions, other events,

and conditions on the Group and Company

financial position and financial performance

Deadline for exercising voting rights

at AGM

Full details of the deadlines for exercising voting

rights in respect of the resolutions to be considered

at the AGM, to be held on 3 June 2026, will be set

out in the Notice of AGM.

Restrictions on the transfer of shares

There are no specific restrictions on the transfer

of the Company’s shares, which are governed

by the general provisions of the Articles of

Association and prevailing legislation. The Articles

of Association set out certain circumstances in

which the Directors of the Company can refuse

to register a transfer of ordinary shares.

Directors and employees of the Group are required

to comply with applicable legislation relating to

dealing in the Company’s shares as well as the

Company’s share dealing rules. These rules restrict

employees’ and Directors’ ability to deal in ordinary

shares at certain times, and require the employee

or Director to obtain permission prior to dealing.

The Directors holding shares are in compliance

with the provision of the share dealing rules.

The Company is not aware of any arrangements

between its shareholders that may result in

restrictions on the transfer of shares and/or

voting rights.

Employee Long-Term Incentive Plan

The Company has adopted a Long‑Term Incentive

Plan (the ‘Plan’). In 2022, 2023, 2024, and 2025,

share options were granted to the Executive

Directors and certain senior executives of the

Company and also its subsidiaries as selected

by the Remuneration Committee of the Board,

but the Plan gives flexibility for the Company to

grant a range of awards to take account of local

legal and tax requirements and changing policy.

In the case of Directors this will be subject to the

current Directors’ Remuneration Policy.

The Company made awards under the Plan

on 28 October 2022 being within 42 days of

20 September 2022 in respect of employees and

Executive Directors. In any ten‑year period, not

more than 10% of the issued ordinary share capital

of the Company may be issued or be issuable

under the Plan and all other employee share plans

operated by the Company. The Company made

an additional award under the Plan on 3 July 2023,

being within 42 days of 20 June 2023, and on

22 July 2024. Further awards were made under

the Plan on 22 July 2025, being within 42 days

of 22 July 2025, and 27 October 2025, being

within 42 days of 24 September 2025.

Substantial shareholdings (DTR 5)

Details of substantial shareholdings in the

Company are set out in the Corporate Governance

Report on page 90 of this Annual Report.

Articles of Association

The Company’s Articles of Association were last

amended in June 2022. They may only be amended

by a special resolution of the Company’s

shareholders. The Articles of Association can

be viewed on request to the Company Secretary

at the registered office of the Company.

Going concern

The Directors have assessed the appropriateness

of adopting the going concern basis of accounting

and have reviewed the financial position of the

Company and its principal risks and uncertainties.

The review included a consideration of current

global economic challenges including the recent

war in the Middle East in terms of increased fuel

costs and foreign currency depreciation while

factoring the Group’s improved operating and

financial position for the year 2025 and

expectations for the period up to 31 May 2027

(the ‘Assessment Period’).

The Board continuously monitors the Company’s

liquidity position throughout the Assessment

Period, including compliance with financial

covenants and the availability of financial resources

to meet obligations if required. As at 31 December

2025, the Group held cash and cash equivalents

of USD 150.5 million (including due from banks).

Based on this review, the Directors have

concluded that the Company has adequate

resources to continue in operational existence for

the foreseeable future, defined as at least one year

following the date of approval of the Annual Report

and financial statements. Accordingly, the Directors

consider it appropriate to adopt the going concern

basis of accounting in preparing the annual

financial statements.

Directors’ report (continued)

ASA International Group plc

Annual Report and Accounts 2025

122

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Strategic Report

The Company’s Strategic Report can be found

on pages 01 to 74 of this Annual Report.

Business activities

The Group’s business activities, together with a

description of future developments (including the

factors likely to affect future development and

performance) and its summarised financial position,

are set out in the Strategic Report.

Information on the Company’s employment

practices (including with respect to employee

involvement) and greenhouse gas emissions is set

out on pages 71 and 72 and in the Non‑financial

and sustainability information statement on pages

73 and 74 of the Strategic Report.

• In respect of the Group financial statements,

state whether UK adopted International

Accounting Standards have been followed,

subject to any material departures disclosed

and explained in the financial statements

• In respect of the Parent Company financial

statements, state whether UK adopted

International Accounting Standards, have been

followed, subject to any material departures

disclosed and explained in the financial

statements

• Prepare the financial statements on the going

concern basis unless it is appropriate to presume

that the Company and/or the Group will not

continue in business

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and

explain the Company’s and Group’s transactions

and disclose with reasonable accuracy at any time

the financial position of the Company and the

Group and enable them to ensure that the

Company and the Group financial statements

comply with the Companies Act 2006. They are

also responsible for safeguarding the assets of the

Group and Parent Company and hence for taking

reasonable steps for the prevention and detection

of fraud and other irregularities.

Under applicable law and regulations, the Directors

are also responsible for preparing a Strategic

Report, Directors’ report, Directors’ Remuneration

Report and Corporate Governance Statement that

comply with that law and those regulations. The

Directors are responsible for the maintenance and

integrity of the corporate and financial information

included on the Company’s website.

Directors’ responsibility statement

(DTR 4.1)

The Directors confirm, to the best of their

knowledge:

• That the consolidated financial statements,

prepared in accordance with UK adopted

International Accounting Standards, give a true

and fair view of the assets, liabilities, financial

position, and profit of the Parent Company and

undertakings included in the consolidation taken

as a whole

• That the Annual Report, including the Strategic

Report, includes a fair review of the

development and performance of the business

and the position of the Company and

undertakings included in the consolidation taken

as a whole, together with a description of the

principal risks and uncertainties that they face

• That they consider the Annual Report and

Accounts, taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Company’s position, performance, business

model, and strategy

Guy Dawson Rob Keijsers

Chairman Chief Executive Officer

14 April 2026 14 April 2026

Corporate Governance Statement

The Company is required by the Disclosure and

Transparency Rules and Guidance to prepare a

Corporate Governance Statement including certain

specified information. Information fulfilling the

requirements of the Corporate Governance

Statement can be found in this Directors’ report

and the Corporate Governance Report, Committee

reports and Directors’ Remuneration Report

on pages 75 to 120 of this Annual Report. This

information is incorporated by reference into

this Directors’ report.

The Company has complied throughout the year

2025 with all provisions of the UK Corporate

Governance Code, with one exception. From

November 2024 until 1 April 2025 Chris Low acted

as Executive Chairman on a temporary basis whilst

the process to appoint a permanent CEO was

carried out. During this time, the Board was not

compliant with provision 9 of the UK Corporate

Governance Code which requires the roles of Chair

and Chief Executive to be separated. The Board

acknowledged that having both roles performed

by one individual was a risk to the balance of

independence on the Board. The Board accepted

this temporary period of non-compliance as it

viewed it as essential that the Board had stability

during the search for a new CEO and that Rob

Keijsers was provided with appropriate support

during his time as Interim CEO. As previously

disclosed, on the appointment of Rob Keijsers

as permanent CEO, Chris Low resumed his

Non‑Executive role.

Directors’ report (continued)

ASA International Group plc

Annual Report and Accounts 2025

123

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

The full text of each of the resolutions to be

proposed at the 2026 AGM will be set out in the

Notice of AGM sent to the Company’s shareholders.

A letter from the Chair and explanatory notes will

accompany the Notice of AGM.

Auditor

The Board (following a recommendation from the

Audit and Risk Committee) has recommended that

EY be reappointed as the Group’s auditor at the

2026 AGM, at which resolutions concerning EY’s

reappointment and authorising the Directors to set

its remuneration will be proposed. The full text of

the relevant resolutions will be set out in the Notice

of AGM sent to the Company’s shareholders.

Disclosure of information to the auditor

Each of the persons who are Directors at the date

of approval of this Annual Report confirms that:

• So far as the Director is aware, there is no

relevant audit information of which the

Company’s auditor is unaware

• They have taken all the steps that they ought

to have taken as a Director in order to make

themselves aware of any relevant audit

information and to establish that the Company’s

auditor is aware of that information

This confirmation is given and should be

interpreted in accordance with the provisions

of section 418 of the Companies Act 2006.

By order of the Board

Prism Cosec

Company Secretary

14 April 2026

Significant agreements affected by a

change of control

A change of control of the Company, following a

takeover bid, may cause a number of agreements

to which the Company is party to take effect, alter

or terminate. These include certain credit facility

agreements which include change of control clauses.

Financial instruments

Details of the Group’s financial instruments can be

found in note 2.2.2 on page 143 to the financial

statements. The notes begin on page 140.

Financial risk management

The Group has procedures in place to identify,

monitor and evaluate the significant risks it faces.

The Group’s risk management objectives and

policies are described on pages 40 to 48 and

the risks associated with the Group’s financial

instruments are analysed in note 36 on pages 194

of the financial statements.

Post-balance sheet events

On 1 February 2026, Geert Embrechts commenced

his role as Chief Financial Officer and joined the

Executive Committee.

On 9 March 2026, Temenos Transact (T24) and

the digital financial services app were rolled out

in Tanzania as part of the digital transformation

programme.

In March 2026, a shareholder loan to ASA India

was waived in addition to the redemption of Non

Convertible Debentures (NCDs) for a nominal value

of INR 1. The redemption of the NCDs generated

an accounting gain of approximately USD 11m

at the Group level .

Political donations

No political donations were made during the year.

Resolutions at the 2025 AGM

At the 2025 Annual General Meeting, Resolution 18

(waiver of Rule 9 of the Takeover Code) received less

than 80% of votes cast in favour. In accordance with

Provision 4 of the 2024 UK Corporate Governance

Code, the Board has engaged with shareholders by

means of written communication explaining the

purpose and rationale of the Rule 9 waiver resolution.

The shares ultimately controlled by Dirk Brouwer

via Catalyst Microfinance Investors and Catalyst

Continuity have continued to gradually reduce

during the year, with Dirk’s ultimate beneficial

ownership reducing from an aggregate total of

46.01% as at 31 December 2024 to 36.7% as at

31 December 2025. Since 31 December 2025,

Dirk’s beneficial ownership has reduced further

to 29.6% as at 15 March 2026. The Board did not

receive any substantive feedback following the

stakeholder consultation exercise.

Resolutions at the 2026 AGM

The Company’s AGM will be held on 3 June 2026.

Resolutions to be proposed at the AGM include the

election of the Directors, the reappointment of

Ernst & Young (‘EY’) as the auditor of the Group

and the approval of the Company’s Remuneration

Policy. The intention is that the Rule 9 Waiver

resolution will not be tabled at the 2026 AGM.

Disclosure of information under Listing Rule 6.6.1CR

As required by Listing Rule 6.6.1CR, the table below sets out the location of information required to be disclosed:

Listing Rule

sub-section Item Location

6.6.1 (3) Details of any long-term incentive

schemes as required by LR 9.4.3 R

Remuneration Report on pages 102 to 120

6.6.1 (4)-(5) Details of any waiver of emoluments by a Director Remuneration Report on page 110

6.6.1 (9) Details of any contract of significance to

which the Company or a subsidiary is a party

and in which a Director or a controlling shareholder

is materially interested

ASA NGO Bangladesh and AMSL (a wholly

indirectly owned subsidiary of the

Company) entered into a lease agreement

and a services agreement (for the lease of

office spaces and related services) in 2023

6.6.1 (10) Details of any contract for the provision of services

to the Company or a subsidiary by a controlling

shareholder, subsisting during the period under

review, unless the services are part of the

shareholder’s main business

None

6.6.1 (13) Statement that the Company continues to comply

with the requirements in UKLR 6.2.3R or where

the Company has ceased to comply a statement

that the FCA has been notified of the non‑

compliance and a brief description of the

background to and reasons for the non‑compliance]

Corporate Governance Report on page 85

Directors’ report (continued)

ASA International Group plc

Annual Report and Accounts 2025

124

Strategic Report

ESG Report

Corporate Governance

Financial Statements Additional Information

Financial

Statements

126 General information

127 Independent auditor’s report

136 Consolidated income statement and statement

of comprehensive income

137 Consolidatedstatementoffinancialposition

138 Consolidatedstatementofchangesinequity

139 Consolidatedstatementofcashflows

140 Notestotheconsolidatedfinancialstatements

199 Statutorystatementofprofitorlossandother

comprehensive income

199 Statutorystatementoffinancialposition

200 Statutorystatementofchangesinequity

200 Statutorystatementofcashflows

201 Notestothestatutoryfinancialstatements

125

ASA International Group plc

Annual Report and Accounts 2025

Additional InformationCorporate GovernanceESG Report

Strategic Report

Financial Statements

General Information

Directors: Appointed on: Resigned on:

Guy Dawson 15 May 2018

Dirk Brouwer 15 May 2018

Johanna Kemna 28 June 2018

Dr. Salehuddin Ahmed 08 December 2020 19 June 2025

Chris Low 01 February 2023 05 June 2025

Rob Keijsers 01 November 2024

Sheila M’Mbijjewe 17 December 2024

John Khabbaz 23 April 2025

Mark Schwartz 17 December 2025

Rob Keijsers has been appointed as Group Chief Executive Officer (‘CEO’) effective from 01 April 2025,

having previously been appointed as Interim CEO and member of the Board as an Executive Director since

01 November 2024.

John Khabbaz joined the Board as an Independent Non-Executive Director on 23 April 2025.

Chris Low resigned as Non-Executive Chairman and as a Director, with effect from 05 June 2025.

Guy Dawson, who previously served as Non-Executive Chairman, has resumed this role.

Dr. Salehuddin Ahmed resigned from the Board with effect from 19 June 2025.

Mark Schwartz joined the Board as a Non-Executive Director on 17 December 2025.

Registration:

ASA International Group plc is a

company registered in England and Wales.

Registered number: 11361159

Company secretary:

Prism Cosec Limited

Highdown House, Yeoman Way

Worthing, West Sussex BN99 3HH

United Kingdom

Registered office:

Highdown House, Yeoman Way

Worthing, West Sussex BN99 3HH

United Kingdom

Office addresses:

ASA Tower, 10th Floor 23/3,

Bir Uttam A.N.M. Nuruzzaman Sarak

Shyamoli, Dhaka‑1207, Bangladesh

Tel: +880 2 41023465, +880 2 41023466

Rembrandt Tower, 35th floor, Amstelplein 1

1096 HA Amsterdam, The Netherlands

Tel: +31 20 846 3554

Website:

www.asa-international.com

Email address:

Jonathan Berger

Head of Investor Relations

ir@asa-international.com

Auditor:

Ernst & Young LLP

25 Churchill Place

Canary Wharf, London E14 5EY

United Kingdom

ASA International Group plc

Annual Report and Accounts 2025

126

Strategic Report

ESG Report Corporate Governance Additional Information

Financial Statements

Opinion

In our opinion:

• ASA International Group plc’s Group financial statements and Parent Company financial statements

(the “financial statements”) give a true and fair view of the state of Group’s and of the Parent

Company’s affairs as at 31 December 2025 and of the Group’s and the Parent Company’s profit

for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international

accounting standards; and

• the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements of ASA International Group plc (the ‘Company’ or ‘Parent

Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise:

Group Parent Company

Consolidated income statement and statement

of comprehensive income for the year ended

31 December 2025

Statutory statement of profit and loss and other

comprehensive income for the year ended

31 December 2025

Consolidated statement of financial position as at 31

December 2025

Statutory statement of financial position

as at 31 December 2025

Consolidated statement of changes in equity

for the year then ended

Statutory statement of changes in equity for the year

then ended

Consolidated statement of cash flows for the year

then ended

Statutory statement of cash flows for the year

then ended

Related notes 1 to 39 to the financial statements,

including material accounting policy information.

Related notes 40 to 47 to the financial statements

including material accounting policy information.

Information marked as ‘audited’ within the Directors’

Remuneration Report on page 115.

The financial reporting framework that has been applied in their preparation is applicable law and UK

adopted international accounting standards.

Independent auditor’s report to the members

of ASA International Group plc

ASA International Group plc

Annual Report and Accounts 2025

127

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ESG Report Corporate Governance Additional Information

Financial Statements

Independent auditor’s report to the members

of ASA International Group plc (continued)

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 believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and Parent 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 listed public interest entities, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

The non‑audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the

Parent Company and we remain independent of the Group and the Parent Company in conducting the

audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis

of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’

assessment of the Group and Parent Company’s ability to continue to adopt the going concern basis

of accounting included:

• In conjunction with our walkthrough of the Group’s financial close process, we confirmed our

understanding of the going concern assessment process and also engaged with management early

to ensure relevant key factors were considered in their assessment.

• We considered the period of the going concern assessment which is from the date of approval of

these financial statements to 31 May 2027 and confirmed this with those charged with governance.

• We agreed the Group’s borrowing analysis to supporting evidence, including satisfying ourselves that

there were no material intra‑group liabilities in the form of parental guarantees or letters of support.

• We reviewed debt agreements across the Group in order to establish the existence of covenants and

considered the risk of covenant breaches on the timing of the Group’s debt repayment obligations.

• We evaluated the accuracy and reasonableness of the Group’s budget and cashflow forecasts across the

going concern period under normal conditions and under a series of stress and severe stress scenarios,

including performing independent reverse stress testing. From this testing we considered the cash

position in the Group through to 31 May 2027 and compared that to the external debt in the Group,

in order to establish the level of risk associated with covenant breaches and the potential for debt being

called due.

• We reviewed the performance of the Group in 2025 and over past three years, including the historical

impact of the COVID‑19 pandemic, global inflationary pressures, natural disasters, and other significant

events impacting the business, in order to assess the historic resilience of the Group to periods of stress.

• We considered whether there were other events subsequent to the balance sheet date which could

have a bearing on the going concern conclusion, including engaging the views of the component audit

teams, reviewing loan arrears analysis, management’s proposed deconsolidation of ASA India and

performing media searches relating to the impact of geo‑political issues, and other relevant matters.

• We reviewed the Group’s going concern disclosures included in the Annual Report in order to assess

whether the disclosures were appropriate and in conformity with the accounting standards.

Based on the work we have performed, we have not identified any material uncertainties relating to events

or conditions that, individually or collectively, may cast significant doubt on the Group and Parent

Company’s ability to continue as a going concern for a period through to 31 May 2027.

In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation to the directors’

statement in the financial statements about whether the directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in

the relevant sections of this report. However, because not all future events or conditions can be predicted,

this statement is not a guarantee as to the Group’s ability to continue as a going concern.

ASA International Group plc

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128

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ESG Report Corporate Governance Additional Information

Financial Statements

Overview of our audit approach

Audit scope • We performed an audit of the complete financial information of 11 components

(full‑scope) and audit procedures on specific balances for a further 7 components

(specific‑scope). These represent 14 operating entities within the Group, 3 holding

companies including the Parent Company and a service company.

• We performed central procedures for certain audit areas and balances as outlined

in ‘Tailoring the scope’ section of our report.

• The components where we performed full or specific audit procedures accounted

for 100% of Profit before tax, 99.7% of Revenue and 99.9% of Total assets.

Key audit

matters

• Expected credit loss provisions

• Risk of fraud in revenue recognition through the incorrect recording of revenue arising

from fictitious loans and advances to customers

Materiality • Overall Group materiality of $5.3 million (2024: $2.9 million) which represents 5%

of adjusted Profit before tax (2024: 5% of adjusted Profit before tax).

An overview of the scope of the Parent Company and Group audits

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality

determine our audit scope for each company within the Group. Taken together, this enables us to form

an opinion on the consolidated financial statements.

We have followed a risk‑based approach when developing our audit approach to obtain sufficient

appropriate audit evidence on which to base our audit opinion. We performed risk assessment procedures,

with input from our component auditors, to identify and assess risks of material misstatement of the Group

financial statements and identified significant accounts and disclosures. When identifying components at

which audit work needed to be performed to respond to the identified risks of material misstatement of the

Group financial statements, we considered our understanding of the Group and its business environment,

the potential impact of climate change, the applicable financial framework, the Group’s system of internal

control at the entity level, the existence of centralised processes, IT application environment and any

relevant internal audit results.

We took a centralised approach to auditing certain processes, as well as the substantive testing of specific

balances. This included audit work over going concern and the expected credit loss provisions key audit

matter outlined later in this report.

We determined that centralised audit procedures can be performed across certain components for other

audit areas including: Hyperinflationary accounting; Deferred taxation; Derivative financial instrument

valuations; Lease accounting; Intangible assets and Climate risk.

We identified 18 components in 17 countries as individually relevant to the Group due a significant risk or

an area of higher assessed risk of material misstatement of the Group financial statements being associated

with the components, or due to financial size of the component relative to the Group.

For those individually relevant components, we identified the significant accounts where audit work

needed to be performed at these components by applying professional judgement, having considered the

Group significant accounts on which centralised procedures are performed, the reasons for identifying

the financial reporting component as an individually relevant component and the size of the component’s

account balance relative to the Group significant financial statement account balance.

We then considered whether the remaining Group significant account balances that are not subject to

audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group financial

statements. We did not identify additional scope required as we assessed the residual risk to not be

material.

Having identified the components for which work will be performed, we determined the scope to assign

to each component. We designed and performed audit procedures on the entire financial information

of 11 components (“full scope components”). For 7 components, we designed and performed audit

procedures on specific significant financial statement account balances or disclosures of the financial

information of the component (“specific scope components”).

The reporting components where we performed audit procedures accounted for 100.0% (2024: 100%)

of the Group’s Profit before tax, 99.8% (2024: 99.7%) of the Group’s Profit before tax when using absolute

values, 99.7% (2024: 99.6%) of the Group’s Revenue and 99.9% (2024: 99.4%) of the Group’s Total assets.

The full scope components contributed 102% (2024: 99.3%) of the Group’s Profit before tax, 95.8%

(2024: 97.7%) of the Group’s Profit before tax when using absolute values, 94.1% (2024: 94.1%) of the

Group’s Revenue and 94.4% (2024: 96.3%) of the Group’s Total assets.

Of the remaining components that together represent 0% (2024: 0.1%) of the Group’s Profit before tax,

none is individually greater than 5% of the Group’s Profit before tax. For these components, we performed

other procedures, including analytical review, testing of consolidation journals and intercompany

eliminations and foreign currency translation recalculations, to respond to any potential risks of material

misstatement to the Group financial statements.

Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key

audit matters section of our report.

Independent auditor’s report to the members

of ASA International Group plc (continued)

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129

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ESG Report Corporate Governance Additional Information

Financial Statements

Involvement with component teams

In establishing our overall approach to the Group audit, we determined the type of work that needed to be

undertaken at each of the components by us, as the Group audit team, or by component auditors operating

under our instruction. All components of the Group were audited by EY global network firms. Of the 11

full scope components, audit procedures were performed on 2 of these directly by the Group audit team.

For the remaining 9 full scope components, where the work was performed by component auditors, we

determined the appropriate level of involvement to enable us to determine that sufficient audit evidence

had been obtained as a basis for our opinion on the Group as a whole.

The Group audit team continued to follow a programme of planned visits on a rotation risk‑based approach

and led a number of video conference calls. The Senior Statutory Auditor and senior members of the Group

audit team visited Ghana, Kenya, Tanzania, Uganda, Nigeria, Bangladesh, Sri Lanka and the Philippines.

During these visits we attended meetings with management, met borrower groups, and held discussions

on the audit approach, conducted review of component work papers, and discussed any issues arising from

the audit work with component teams. In addition to the component visits, and for where visits were not

undertaken, the Group audit team implemented a programme of oversight and involvement which included

the following activities:

• Issued detailed audit instructions;

• Held a Group audit conference, including the Group audit team and all component teams, to discuss the

plan for the audit, including but not limited to: significant risk areas and other areas of focus,

independence procedures, materiality levels, updates from component territories, laws and regulations,

and going concern procedures;

• Held planning, execution and conclusion video conference meetings with components, including

meetings with component management where relevant, in order to direct and supervise the work

performed and conclude;

• Interacted regularly with component teams through each phase of the audit to supervise audit progress,

provide direction and validate the results and conclusions reached; and

• Reviewed component reporting documents and key working papers.

This, together with the additional procedures performed at Group level, gave us appropriate evidence

for our opinion on the Group financial statements.

Climate change

Stakeholders are increasingly interested in how climate change will impact Group. The Group has

determined that the most significant future impacts from climate change on their operations will be from

the potential impact of natural disasters and weather events impacting the recoverability of loans and

advances to customers. These are explained on pages 65 to 70 in the required Task Force On Climate

Related Financial Disclosures and on pages 42 to 48 in the principal risks and uncertainties. All of these

disclosures form part of the “Other information”, rather than the audited financial statements. Our

procedures on these unaudited disclosures therefore consisted solely of considering whether they are

materially inconsistent with the financial statements or our knowledge obtained in the course of the audit

or otherwise appear to be materially misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s

business and any consequential material impact on its financial statements.

The Group has explained in note 2.1.3 how climate change has been reflected in the financial statements.

These disclosures also explain where governmental and societal responses to climate change risks are

still developing, and where the degree of certainty of these changes means that they cannot be taken

into account when determining asset and liability valuations under the requirements of UK adopted

international accounting standards. As noted in note 2.5.1F, the Group has identified the expected credit

loss provision as one of the main areas in which it could be exposed to the financial impacts of climate

change risk as a number of the Group’s operating areas are prone to natural disasters such as typhoons,

flash floods or droughts

Our audit effort in considering the impact of climate change on the financial statements was focused on

evaluating management’s assessment of the impact of climate risk, physical and transition, the Group’s

climate related disclosures, the potential effects of material climate risks and the significant judgements

and estimates disclosed in note 2.1.3 and whether these have been appropriately reflected in asset values

where these are impacted by future cash flows, and in the timing and nature of liabilities recognised,

following the requirements of UK adopted international accounting standards. As part of this evaluation,

we performed our own risk assessment, supported by our climate change internal specialists, to determine

the risks of material misstatement in the financial statements from climate change which needed to be

considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going

concern and viability and associated disclosures. Where considerations of climate change were relevant

to our assessment of going concern, these are described above.

Based on our work we have not identified the impact of climate change on the financial statements

to be a key audit matter or to impact a key audit matter.

Independent auditor’s report to the members

of ASA International Group plc (continued)

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Financial Statements

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts

of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk

Key observations communicated to the

Audit and Risk Committee

How we scoped our audit to respond to the

risk and involvement with component teams

Expected credit loss provisions (2025: $8.6 million, 2024:

$10.1 million)

Refer to the Audit and Risk Committee Report (page 94);

Accounting policies (page 144); and Note 13.3 of the

Consolidated Financial Statements (page 167)

Expected credit loss (ECL) provisions under IFRS 9 is an

accounting estimate that carries a high degree of uncertainty

driven by judgemental assumptions, including historical loss

rates, their application to the outstanding loan portfolio,

forward looking factors, the application of model overlays

(post‑model adjustments) to capture unmodelled risk, and

the impact of the economic uncertainty, natural disasters

or governmental interventions on these assumptions.

The vast majority of the Group’s lending is short‑term, low in

value, unsecured (except for security deposits paid in certain

territories) and to women in developing economies in order

to start and grow their businesses. The impact of ongoing

economic and political uncertainty in certain countries may

impair the ability of the Group to distribute and collect loans

made to borrowers, which may result in increased risk in

certain countries in which the Group operates.

The inherent ability of management to override internal

controls in relation to loan impairment provisions,

combined with the subjectivity of the provisions,

represents a risk of fraud.

The identification of expected credit loss provisions as a key

audit matter remains consistent with the prior year audit.

We understood and evaluated the design effectiveness of controls over

the expected credit loss provisions process and adopted a substantive

audit approach.

We involved credit risk modelling specialists to assist in testing the

appropriateness of the model and model assumptions. This testing included:

• Independent recalculation of the loan impairment provision including

the allocation of loans into stages.

• Sensitivity analysis of the assumptions used by management including

back‑testing of the provision to evaluate the accuracy of management’s

estimation process and assess for evidence of management bias.

• Reviewing key model assumptions including the loss rates and the

application of loss rate to loans present at the balance sheet date.

• Assessing whether indications of model weakness exist which could

reasonably give rise to a material misstatement in the ECL estimate.

In order to further challenge the reasonableness of the ECL recorded

by management, including our response to the identified risk of fraud,

we produced an independent challenger model using the complete loan

portfolio and auditor‑defined assumptions. This challenger model included

the consideration of the completeness and accuracy of model overlays,

including forward‑looking factors incorporating economic uncertainty,

through a review of post balance sheet events and a consideration of

historical loss patterns.

We evaluated the criteria used to allocate a financial asset to stage 1,

2 or 3 in accordance with IFRS 9.

We performed a test of the dataflows into the ECL model, including

the arrears, last payment date, write-off and recoveries data.

We inquired of management and reviewed the minutes of Board and other

key meetings in order to identify if any specific events or circumstances

exist which may trigger the need for incremental provisions.

We communicated that we are

satisfied that ECL provisions were

reasonable and recognised in

compliance with IFRS 9. We also

communicated that disclosures

relating to ECL provisions were in

compliance with the requirements

of UK adopted international

accounting standards.

For the purposes of determining

the scope of work to be conducted

centrally and by component teams, we

considered the credit loss provisioning

process undertaken by the Group.

The ECL calculation is performed

centrally, and as such was audited

centrally by the Group audit team

with the support of EY specialists. 8

full‑scope components and 6 specific‑

scope components were instructed

to perform data input testing over the

data relevant to the ECL calculations.

Throughout the performance of

component team audit procedures, the

Group audit team maintained oversight

through regular meetings and detailed

reviews of the component team

workpapers.

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Risk Our response to the risk

Key observations communicated to the

Audit and Risk Committee

How we scoped our audit to respond to the

risk and involvement with component teams

Risk of fraud in revenue recognition through the incorrect

recording of revenue arising from fictitious loans and advances

to customers (2025: $295.3 million, 2024: $206.6 million)

Refer to the Audit and Risk Committee Report (page 94);

Accounting policies (page 145); and Note 4.1 of the Consolidated

Financial Statements (page 161)

The income recognised may be fraudulently misstated due

to the incorrect recording of interest income arising from

loans being disbursed to fictitious borrowers, or otherwise

fraudulently recorded, in order to manipulate income or

disguise losses.

The heightened volume of impaired loans also increases the

complexity in the recording of interest income.

The identification of risk of fraud in revenue recognition as a

key audit matter remains consistent with the prior year audit

We understood and evaluated the design effectiveness of controls over

the onboarding of borrowers and adopted a substantive audit approach.

For a sample of loans across the 8 full scope and 5 specific scope

components, which covered 99.7% of the risk amount, we independently

recalculated the interest income using contractual terms from borrower

agreements and agreed them through to the amounts recorded in the

financial statements. This testing included a calculation of the impact

of payment deferrals and payment moratoria on the recording of income

under IFRS 9.

For a sample of borrowers across the 8 full scope and 5 specific scope

components we attended the borrower group meetings, where the

borrowers meet periodically as a group to make scheduled payments,

and physically verified the identity of the borrowers and traced the loan

outstanding balance per the borrower’s passbook to the accounting records.

Where it was not possible to perform physical verification of borrowers

in person, due to the impact of localised restrictions, borrower existence

was tested through alternative means, including video conference and

phone calls.

We also performed an independent calculation of income recorded on

IFRS 9 stage 3 loans and compared it to that recorded by Management.

Additionally, substantive analytical procedures were performed centrally

to gain further assurance over interest recognition.

We communicated that we are

satisfied that interest income was

recorded in compliance with IFRS 9

and no material differences were

identified from our testing including

our testing of income recorded on

impaired loans.

We performed quantitative analysis of

the composition of the Group’s interest

revenue, identifying 13 material

operating entities. 8 full‑scope

components and 5 specific‑scope

components were then instructed

to perform substantive testing

procedures. Throughout the

performance of component team audit

procedures, the Group audit team

maintained oversight through regular

meetings and detailed reviews of the

component team workpapers.

In the prior year, our auditor’s report included a key audit matter relating to going concern. For the current year, we did not consider going concern to be a key audit matter due to the reduction in covenant breaches as at

31 December 2025 and the availability of sufficient liquidity to settle any debt that could be called.

Independent auditor’s report to the members

of ASA International Group plc (continued)

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Financial Statements

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect

of identified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably

be expected to influence the economic decisions of the users of the financial statements. Materiality

provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be $5.3 million (2024: $2.9 million), which is 5% of adjusted

profit before tax (2024: 5% of adjusted profit before tax). We believe that adjusted Profit before tax

provides us with the most appropriate basis for materiality given the Group is a Profit orientated entity.

We adjusted the Group’s pre‑tax profit by $1.9 million for the impact of hyperinflationary accounting per

IAS 29 where the impact is not pervasive across the Group.

We determined materiality for the Parent Company to be $0.6 million (2024: $0.6 million), which is 0.5%

of total assets (2024: 0.5% of total assets). We consider that, in respect of the Parent Company, total assets

is most relevant to the stakeholders and representative of the economic size of the entity and, as such,

provides us with an appropriate basis for determining the nature, timing and extent of risk assessment

procedures, identifying and assessing the risk of material misstatement and determining the nature,

timing and extent of further audit procedures.

During the course of our audit, we reassessed initial materiality. This assessment resulted in a higher

final materiality calculated based on the actual financial performance of the Group for the year.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce

to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control

environment, our judgement was that performance materiality was 50% (2024: 50%) of our planning

materiality, namely $2.65 million (2024: $1.46 million). We have set performance materiality at this

percentage due (which is at the lowest end of the range of our audit methodology) based on various

considerations including the past history of misstatements and the effectiveness of the control

environment.

Audit work was undertaken at component locations for the purpose of responding to the assessed risks

of material misstatement of the Group financial statements. The performance materiality set for each

component is based on the relative scale and risk of the component to the Group as a whole and our

assessment of the risk of misstatement at that component. In the current year, the range of performance

materiality allocated to components was $0.40 million to $1.0 million (2024: $0.23 million to $0.62 million).

The performance materiality for the Parent Company was $0.3 million (2024: $0.3 million).

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit

differences in excess of $0.26 million (2024: $0.14 million), which is set at 5% of planning materiality,

as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

The reporting threshold for the Parent Company was $0.03 million (2024: $0.03 million).

We evaluate any uncorrected misstatements against both the quantitative measures of materiality

discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other information

The other information comprises the information included in the annual report other than the financial

statements and our auditor’s report thereon, including the Strategic Report on pages 01 to 48, the

Governance Report on pages 75 to 124 and Additional Information on pages 203 to 207. The directors

are responsible for the other information contained within the annual report. The directors are responsible

for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent

otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information

is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit

or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement

in the financial statements themselves. If, based on the work we have performed, we conclude that there

is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Independent auditor’s report to the members

of ASA International Group plc (continued)

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Financial Statements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared

in accordance with the Companies Act 2006.

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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent 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.

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 by the Parent Company, or returns adequate for our

audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ Remuneration Report to be

audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

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

Corporate Governance Statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to the Group and Parent Company’s compliance with the

provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.

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 or our

knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 122;

• Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers

and why the period is appropriate set out on page 96;

• Director’s statement on whether it has a reasonable expectation that the Group will be able to continue

in operation and meets its liabilities set out on page 96;

• Directors’ statement on fair, balanced and understandable set out on page 123;

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

out on page 96;

• The section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on pages 95 to 96; and;

• The section describing the work of the Audit and Risk Committee set out on pages 91 to 96.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 123, 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 Group and Parent

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

or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue 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 the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

Independent auditor’s report to the members

of ASA International Group plc (continued)

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Financial Statements

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non‑compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud.

The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those

charged with governance of the company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group

and determined that the most significant are:

– Financial Conduct Authority (‘UK Listing Authority’ or ‘UKLA’) Listing Rules;

– Companies Act 2006; and

– Legal and regulatory frameworks in operation in the countries in which the Group operates.

• We understood how the Group is complying with those frameworks by making enquiries of

Management, internal audit, and those responsible for legal and compliance matters. We also reviewed

correspondence between the Group and its regulators, reviewed minutes of the key committee

meetings and gained an understanding of the Group’s approach to governance, demonstrated by the

Board’s approval of the Group’s governance framework, and the Board’s review of the Group’s risk

management framework (‘RMF’) and internal control processes.

• The Group audit team held discussions with each of the component teams during our Group Audit

Conference, and reviewed their component reporting to us, in order to understand the applicable

legal and regulatory frameworks at a component level and how the Group complies with these.

• We assessed the susceptibility of the Group’s financial statements to material misstatement, including

how fraud might occur by holding discussions with senior management, internal audit and the Audit

and Risk Committee and through an analysis of financial reporting information and areas of estimation

which could be subject to manipulation. We considered the risk of fraud through management override

of internal controls, revenue recognition and in the specific Key Audit Matters for loan impairment

provisions and designed audit procedures to address these risks.

• Based on this understanding we designed our audit procedures to identify non‑compliance with

such laws and regulations. Our procedures involved enquiries of the legal team, the Audit and Risk

Committee, senior management, internal audit and the review of reports prepared by internal audit,

legal and compliance and the Group’s Fraud and Misappropriation Unit. We also reviewed the

whistleblowing reports presented to the Group’s Audit and Risk Committee throughout the year.

In order to further consider legal and regulatory compliance at a component level, we instructed each

component audit team to report to us any instances of non‑compliance with laws and regulations

to which they had become aware.

• The Group operates in the financial services industry, which is a highly regulated environment. As

such, the Senior Statutory Auditor considered the experience and expertise of the engagement team,

including auditor’s specialists, to ensure that the team had the appropriate competence and capabilities,

which included the use of specialists where appropriate.

• For instances of actual or suspected non‑compliance with laws and regulations, which have a material

impact on the financial statements, these were communicated by management to the Group audit

engagement team and component teams (where applicable) who performed audit procedures such

as inquiries with management, sending confirmations to external legal counsel, substantive testing

and meeting with regulators.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditor’s report.

Other matters we are required to address

• Following the recommendation from the Audit and Risk Committee we were appointed by the Group on

12 July 2018 to audit the financial statements for the year ending 31 December 2018 and subsequent

financial periods. The period of total uninterrupted engagement including previous renewals and

reappointments is eight years, covering the years ending 31 December 2018 to 31 December 2025.

• The audit opinion is consistent with the additional report to the Audit and Risk Committee.

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.

Hitesh Patel (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

Independent auditor’s report to the members

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Financial Statements

		2025	2024
	Notes	USD’000	USD’000
Interest income calculated using the effective interest method	4.1.	295, 296	2 0 6 , 59 8
Other interest and similar income	4.2.	4 , 569	7, 2 76
Interest and similar income		2 9 9, 8 6 5	21 3 , 8 74
Interest and similar expense	5.	(55 ,41 8)	(4 3 , 4 51)
Net interest income		2 44, 44 7	170 ,42 3
Other operating income	6.	1 5 ,69 2	1 7, 2 8 8
Total operating income		26 0,1 39	187 ,7 11
Credit loss expense	7.	(7, 8 3 1)	(6, 8 27)
Net operating income		2 52 ,3 0 8	180 ,8 84
Personnel expenses	8.	(80 , 375)	(6 4 ,79 3)
Depreciation on property and equipment	16.	(2, 537)	(1 , 9 74)
Amortisation on intangible assets	20.	(1 , 3 3 0)	(857)
Depreciation on right‑of‑use assets	17.	(4, 4 42)	(3 , 710)
Other operating expenses	9.	(5 4 ,69 4)	(39,74 0)
Exchange rate differences	10.	(3 ,143)	(8 74)
Loss on net monetary position	2.5.8.	(1 , 8 6 3)	(5 ,4 01)
Total operating expenses		(14 8,384)	(11 7, 3 4 9)
Profit before tax		10 3 ,924	63, 535
Income tax expense	11.	(4 0, 810)	(28 , 558)
Withholding tax expense	11.7.	(6 , 581)	(6, 444)
Profit for the period		56, 533	28, 533

		2025	2024
	Notes	USD’000	USD’000
Profit for the period attributable to:
Equity holders of the parent		5 7, 0 9 2	2 9, 24 9
Non-controlling interest		(5 59)	(716)
		56, 533	28 ,53 3
Other comprehensive income:
Foreign currency exchange differences on translation of foreign
operations	24.	1 5,94 4	(4 ,31 3)
Movement in hedge accounting reserve	23.	1, 453	(2 ,16 0)
Tax on OCI and other items		(452)	1 , 211
Total other comprehensive income/(loss) to be reclassified to profit
or loss in subsequent periods, net of tax		16,945	(5, 262)
Gain on revaluation of MFX investment	15.	55	42
Actuarial gain on defined benefit liabilities	8.1.	36	(1 , 24 3)
Total other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods, net of tax		91	(1 , 2 0 1)
Total comprehensive income for the period, net of tax		7 3 , 569	22 , 070
Total comprehensive income attributable to:
Equity holders of the parent		74 , 0 0 2	22 ,727
Non-controlling interest		(4 33)	(6 57)
		73 , 5 69	22 ,070
		USD	USD
Earnings per share	39.
Equity shareholders of the parent for the period:
Basic earnings per share		0 .57	0 .29
Diluted earnings per share		0. 57	0 . 29

Thenotes1to39formanintegralpartofthesefinancialstatements.

Consolidated income statement and statement of comprehensive income

for the year ended 31 December 2025

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Financial Statements

		2025	2024
	Notes	USD’000	USD’000
Assets
Cash at bank and in hand	12.	1 0 7, 4 2 1	7 9,1 45
Loans and advances to customers	13.	5 74 , 3 6 5	4 0 9,9 7 7
Due from banks	14.	43 ,1 20	2 9, 2 6 3
Equity investments at Fair Value through Other Comprehensive Income (‘FVOCI’)	15.	370	31 5
Property and equipment	16.	10, 501	7, 5 9 7
Right‑of‑use assets	17.	9, 3 7 8	5, 372
Deferred tax assets	11.2.	6 ,97 1	7, 2 7 7
Other assets	18.	2 8,9 78	18 ,786
Derivative assets	19.	450	258
Intangible assets	20.	1 5 , 5 51	1 0 , 51 2
Total assets		7 9 7, 1 0 5	568 ,502
Equity and liabilities
Equity
Issued capital	21.	1 , 310	1 , 310
Retained earnings	22.	26 0,4 33	2 12 ,10 2
Other reserves	23.	2,884	1 , 371
Foreign currency translation reserve	24.	(100,367)	(116 , 311)
Total equity attributable to equity holders of the parent		164 ,26 0	9 8 ,472
Total equity attributable to non‑controlling interest	32.6.	(2 ,41 4)	(1 ,9 81)
Total equity		1 61 , 8 4 6	96 ,49 1

		2025	2024
	Notes	USD’000	USD’000
Liabilities
Debt issued and other borrowed funds	25.	423 ,9 63	320, 850
Due to customers	26.	1 3 6 , 761	90 ,171
Retirement benefit liability	8.1.	8 , 51 4	6, 856
Current tax liability	11.1.	14,7 96	14 ,17 9
Deferred tax liability	11.3.	7 ,499	4 ,635
Lease liabilities	17.	4 ,5 89	3 ,9 25
Derivative liabilities	19.	3 ,16 8	3 , 2 52
Other liabilities	27.	3 4 ,67 9	2 5,9 39
Provisions	28.	1 ,29 0	2 ,204
Total liabilities		6 35 , 2 59	4 72 , 011
Total equity and liabilities		7 9 7, 1 0 5	568 ,5 02

Approved by the Board of Directors on 14 April 2026.

Signed on behalf of the Board

Rob Keijsers Geert Embrechts

CEO CFO

Thenotes1to39formanintegralpartofthesefinancialstatements.

Consolidated statement of financial position

as at 31 December 2025

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Financial Statements

				Foreign
				currency	Non-
		Retained	Other	translation	controlling
	Issued capital	earnings	reserves	reserve	interest	Total
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
At 1 January 2024	1 ,310	185 ,8 64	2 ,75 8	(111 ,99 8)	(1 , 32 4)	76 , 6 10
Profit for the period	–	2 9, 2 49	–	–	(716)	28, 533
Share-based payments	–	–	709	–	–	709
Other comprehensive income:
Actuarial gains/(losses) on defined benefit liabilities	–	–	(1 , 24 3)	–	–	(1 , 24 3)
Foreign currency translation of assets and liabilities of subsidiaries	–	(59)	–	(4, 313)	59	(4 , 313)
Movement in hedge accounting reserve	–	–	(2 ,16 0)	–	–	(2 ,16 0)
Tax on OCI and others	–	–	1 , 307	–	–	1 , 307
Total comprehensive income/(loss) for the period	–	29, 19 0	(1,387)	(4 ,3 13)	(657)	22,833
Dividend	–	(2 ,952)	–	–	–	(2 ,952)
At 31 December 2024	1 ,310	21 2 ,10 2	1 , 371	(116 , 311)	(1 , 9 81)	96 ,49 1
At 1 January 2025	1 ,310	212 ,10 2	1 , 371	(11 6 , 311)	(1 ,9 81)	9 6, 491
Profit for the period	–	5 7, 0 9 2	–	–	(559)	56, 533
Share-based payments	–	–	421	–	–	421
Other comprehensive income:
Actuarial gains/(losses) on defined benefit liabilities	–	–	36	–	–	36
Foreign currency translation of assets and liabilities of subsidiaries	–	–	–	15 ,94 4	–	15 ,94 4
Gain on revaluation of MFX investment	–		55	–	–	55
Movement in hedge accounting reserve	–	–	1 ,453	–	–	1 ,453
Tax on OCI and others	–	(33)	(4 52)	–	126	(3 59)
Total comprehensive income/(loss) for the period	–	5 7, 0 59	1 , 51 3	1 5 ,94 4	(4 33)	74 , 0 8 3
Dividend	–	(8,728)	–	–	–	(8,728)
At 31 December 2025	1 ,310	260 ,43 3	2, 884	(100,367)	(2 ,41 4)	161 , 8 4 6

Thenotes1to39formanintegralpartofthesefinancialstatements.

Consolidated statement of changes in equity

for the year ended 31 December 2025

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		2025	2024
	Notes	USD’000	USD’000
Operating activities
Profit before tax		10 3 ,924	63, 535
Adjustment for movement in:
Operating assets	29.1.	(181,672)	(92,363)
Operating liabilities	29.2.	40, 000	8, 588
Non-cash items	29.3.	31 ,3 03	2 9, 49 6
Income tax paid		(46, 993)	(32,797)
Net cash flows (used in) operating activities		(53,4 38)	(2 3 , 5 41)
Investing activities
Purchase of property and equipment	16.	(2 ,902)	(2 , 223)
Proceeds from sale of property and equipment		23	72
Purchase of intangible assets		(4 , 294)	(3 ,91 8)
Net cash flows (used in) investing activities		(7, 1 7 3)	(6 , 0 69)
Financing activities
Proceeds from debt issued and other borrowed funds		29 5, 194	275 , 478
Payments of debt issued and other borrowed funds		(1 8 9, 62 9)	(23 3 , 695)
Payment of lease liabilities		(8 , 371)	(3,9 16)
Dividend paid		(8,728)	(2 ,952)
Net cash flows from financing activities		88,4 66	34 ,9 15
Cash and cash equivalents at 1 January		7 9,1 45	76 , 4 2 9
Net increase in cash and cash equivalents		2 7, 8 5 5	5,3 05
Impact of IAS 29 (hyperinflation)		(13 8)	(6 09)
Foreign exchange difference on cash and cash equivalents		559	(1 , 9 8 0)
Cash and cash equivalents at 31 December	12.	1 0 7, 4 2 1	7 9, 14 5
Operational cash flows from interest
Interest received		2 9 4 , 8 51	210 , 550
Interest paid		58 ,9 16	46,686

Amounts reported above may differ from the actual underlying cash flows on the date of the transaction as they have been adjusted due to the impact of accounting for the effects of operating in hyperinflationary

economies for the subsidiaries in Ghana (FY 2024 and H1 2025) and Sierra Leone (FY 2024 and FY 2025).

Thenotes1to39formanintegralpartofthesefinancialstatements.

Consolidated statement of cash flows

for the year ended 31 December 2025

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Financial Statements

1. Corporate information

ASA International Group plc (‘ASA International’, the ‘Group’) is a public company limited by shares bearing

registration number 11361159 in England and Wales. The entity was incorporated on 14 May 2018 for the

purpose of the initial public offer of ASA International Holding. The equity shares of ASA International

Group plc are listed on the Main Market of the London Stock Exchange within the equity shares

(commercial companies) category.

Investment strategy

ASA International is a microfinance holding company, operating through its various subsidiaries in Asia

and Africa.

Abbreviation list

Definitions	Abbreviation
A1 Nigeria Consultancy Limited	A1 Nigeria
ASA Dwaso Limited	ASA Dwaso
ASA International Group plc	ASAIG
ASA International Holding	ASAIH
ASA International Group plc Employee Benefit Trust	ASAIG plc EBT
ASA International India Microfinance Limited	ASA India
ASA International (Kenya) Limited	ASA Kenya
(formerly ‘ASA International Microfinance (Kenya) Limited’)
ASA International N.V.	ASAI NV
ASA Lanka Private Limited	ASA Lanka
ASA Microfinance (Myanmar) Limited	ASA Myanmar
ASA Microfinance (Rwanda) Limited	ASA Rwanda
ASA Microfinance (Sierra Leone)	ASA Sierra Leone
ASA Microfinance (Zanzibar) Limited	ASA Zanzibar
ASA Microfinance (Tanzania) Limited	ASA Tanzania
ASA Microfinance (Uganda) Limited	ASA Uganda
ASA Microfinance Zambia Limited	ASA Zambia
ASA NGO-MFI registered in Bangladesh	ASA NGO Bangladesh
ASA Microfinance Bank (Pakistan) Limited	ASA Pakistan
ASA Savings & Loans Limited	ASA S&L
ASHA Microfinance Bank Limited	ASA Nigeria
ASAI Investments & Management B.V	ASAI I&M
ASAI Management Services Limited	AMSL

		Definitions	Abbreviation
		Corporate Social Responsibility	CSR
		CMI International Holding	CMII
		Lak Jaya Micro Finance Limited	Lak Jaya
		Pagasa ng Masang Pinoy Microfinance, Inc	Pagasa
		PagASA ng Pinoy Mutual Benefit Association, Inc.	MBA Philippines
		Pagasa Consultancy Limited	Pagasa Consultancy
		Pagasa Philippines Finance Corporation	PPFC
		Pagasa Philippines Finance Corporation	Pagasa Philippines
		and Pagasa ng Masang Pinoy Microfinance, Inc
		Pinoy Consultancy Limited	Pinoy
		PT PAGASA Consultancy	PT PAGASA Consultancy
		Microfinance Institution	MFI
		Reserve Bank of India	RBI
		State Bank of India	SBI
		Standard & Poor’s	S&P
		Sequoia B.V.	Sequoia
Association for Social Improvement and Economic Advancement	ASIEA
C.M.I. Lanka Holding (Private) Limited	CMI Lanka
Catalyst Continuity Limited	Catalyst Continuity
Catalyst Microfinance Investment Company	CMIC
Catalyst Microfinance Investors	CMI

Notes to the consolidated financial statements

for the year ended 31 December 2025

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2. Material accounting policies

2.1. General

The consolidated financial statements of ASA International Group plc have been prepared on a historical

cost basis, except for loans that failed Solely Payments of Principal and Interest (‘SPPI’) tests, derivative and

equity instruments, which have been measured at fair value. Additionally, the financial information of

subsidiaries operating in hyperinflationary economies has been adjusted to reflect their current purchasing

power. The consolidated financial statements are presented in USD and all values are rounded to the

nearest thousand (USD’ 000), except when otherwise indicated. The Group has consistently applied the

following accounting policies to all periods presented in these consolidated financial statements, except for

as mentioned in Section 2.3.

ASA International applied hyperinflation accounting across its operations in Ghana and Sierra Leone.

It continued applying hyperinflation accounting for its operation in Sierra Leone as of 31 December 2025,

but ceased its application in Ghana as of 30 June 2025. For more information refer to note 2.5.8

‘Hyperinflation’.

The consolidated financial statements for the year ended 31 December 2025 were authorised for issue in

accordance with a resolution of the Directors on 14 April 2026. After the issue of the financial statements

the Company’s owners or others do not have the power to amend the financial statements.

2.1.1. Basis of preparation

The consolidated financial statements for the year ended 31 December 2025 have been prepared on a

going concern basis. It should be noted that in the 2024 Annual Report and Accounts, approved on 24 April

2025, the Executive Committee and the Directors concluded that there was a material uncertainty that may

cast significant doubt over the Group’s ability to continue as a going concern relating to debt covenant

breaches, and reputational risks leading to potential debt recalls. In performing the going concern

assessment for the 2025 consolidated financial statement, the Directors have reviewed these prior

concerns and considered current global economic and political challenges, while factoring the Group’s

improved operating and financial position and expectations for the period up to 31 May 2027 (the

‘Assessment Period’). The conclusion of this assessment reverses the previous view from the 2024 Annual

Report and Accounts and reconfirms the revised view from the interim H1 2025 financial statements. The

Executive Committee and the Directors conclude that there is no longer a material uncertainty that may

cast significant doubt over the Group’s ability to continue as a going concern.

The Group has updated its detailed financial model for its budget and projections (the ‘Projections’) using

the actual numbers up to December 2025 and revised its forecasts for the Assessment Period. These are

based on detailed operating and financial assumptions, including cash requirements, funding plans, credit

and funding risks, and prevailing economic conditions. Given the continued increase in demand for its

financial products and services, which provides resources and access to capital to the financially

underserved, the Group has a high degree of confidence that the additional risks posed by any challenges in

any of its markets will not increase arrears materially.

The Group remains well capitalised and in compliance with capital requirements in all markets, with the

exception of India. In terms of liquidity, the Group has USD 79.0 million (2024: USD 50.2 million) of

unrestricted cash and cash equivalents which is freely available for operational needs as of 31 December

2025, and a strong funding pipeline of USD 261.6 million (2024: USD 120.7 million) with 100% having

agreed terms and which can be accessed in the short to medium term. This reaffirms the confidence lenders

have in the strength of the Group’s business model and forward guidance. Additionally, given the improved

operating and financial performance in 2025, the Group is confident it will continue to internally generate

positive cash flows which will contribute to fully fund the projected loan portfolio growth and other

working capital needs throughout the Assessment Period.

The Group does not expect a significant increase in credit loss expenses with collections in the high 95%

range and the proportion of loans with overdue payments greater than 30 days (‘PAR>30 days’) improved

to 1.7% as of December 2025. Although PAR>30 days remains relatively high in Sierra Leone, Rwanda and

the Philippines, senior management expects improvement in 2026 through targeted collection strategies.

ASA India’s ability to operate a sustainable business remained a concern, while Management made progress

with its Board‑approved mandate to divest ASA India. ASA India has since submitted a formal request to

the Reserve Bank of India to withdraw its NBFI licence, and the process is currently in advanced stages.

The Group also acquired a significant portion of ASA India’s debt to support ASA India in its effort to

achieve a full and final settlement in respect of its outstanding debt obligations towards its creditors. Senior

management expects that the proposed process to divest ASA India will improve the Group’s sustainability

as the entity’s IFRS losses will cease to detract from the Group’s future net results and the divestment will

have a positive effect on the Group’s equity, since the level of equity value in ASA India is negative under

IFRS.

While there remains uncertainty about how international lenders will react should the proposed actions by

the Group to divest ASA India fail to materialise, or in case of potential dissolution of the business, the

senior management views this risk as manageable and acceptable given: (i) developments around India have

been consistently communicated with the market through multiple channels, including the Group’s Annual

Report, and Quarterly Business Updates throughout 2024 and 2025 giving ample time and clarity for

lenders to react if deemed necessary, (ii) The Group successfully purchased the sub‑debt held by the last

outstanding international lender to ASA India, which has continued to provide funding to the Group, (iii)

continued flow of funding to Group and its subsidiaries (USD 271.2 million in new debt funding received as

of December 2025) and consistent transaction pricing reflects sustained lender confidence and unchanged

risk perception, and (iv) the Group does not provide parent guarantees.

Moreover, as there are no cross‑default clauses in the loan agreements with the Group holdings or other

Group microfinance institutions (‘MFIs’), any potential lender response would likely be limited to delaying or

declining new funding. Though the likelihood of such actions is seen as low as outlined above, senior

management assessed this possibility in its stress tests which demonstrated the Group’s ability to sustain

its operations under such funding constraints over the assessment period.

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

As of 31 December 2025, the Group’s total outstanding debt principal amounted to USD 412.3 million

(2024: USD 312.7 million). The Group has reduced credit lines subject to covenant breaches to

USD 5.4 million (December 2024: USD 28.2 million), some of which are of a technical nature. The Group

has a history of negotiating covenant waivers, where required, and has received waivers for all breaches in

the past following the post-balance sheet date, which indicates that the chance of an early debt call is low.

However, this does not guarantee that waivers necessary to avoid the immediate repayment of debt or

further extension of loan terms will be forthcoming in the future.

In the unlikely event of such potential debt recalls, the Group can mitigate by utilising its existing

unrestricted cash, or raise additional liquidity by focusing on the collection of existing loans from clients

while curtailing disbursements, which can generate cash across its operating entities. This is not a preferred

action but can be utilised to quickly raise liquidity in any country’s operations to settle any debt recalls. This

capacity has been demonstrated in practice in the Philippines, Myanmar, Sierra Leone and Pakistan in the

last 5 years when there were events that created funding gaps, with the institutions shrinking their loan

portfolios to pay down maturing debt. Further, the holding entities within the Group did not provide parent

guarantees nor cross‑default clauses to funders of the operating subsidiaries, which protects the Group.

The Executive Committee and the Board of Directors extensively challenged the Projections and their

underlying assumptions including the above considerations. They also considered the risks around

economic uncertainties resulting from high inflation, devaluation of local currencies, delays in dividend

distributions, and increased operational costs. The Group also prepared stress and reverse stress scenarios

for cash flows including the mitigating actions which include distribution of dividends and short‑term loans

from subsidiaries with sufficient cash reserves.

Having assessed the Projections, downtrend analysis and mitigation plans, the Executive Committee and

the Directors have a reasonable expectation that the Group has adequate resources to continue its

operations for at least twelve months from the date of approval of the consolidated financial statements for

2025, and through to 31 May 2027. Therefore, they continue to adopt a going concern basis for the

preparation of the consolidated financial statements for 2025. Accordingly, these financial statements do

not include any adjustments to the carrying amount or classification of assets and liabilities that would

result if the Group was unable to continue as a going concern.

2.1.1 Basis of preparation (continued)

2.1. General (continued)

2.1.2. Statement of compliance

The Group and Parent Company financial statements are prepared in accordance with UK adopted

International Accounting Standards (‘IAS’ or ‘IFRS’).

The preparation of the consolidated financial statements in conformity with IFRS requires senior

management to make judgements, estimates and assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from

these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

2.1.3. Consideration of climate change

In preparing these financial statements, the Group has given consideration to the recommendations laid out

by the Task Force on Climate‑related Financial Disclosures (‘TCFD’) and the requirements as per section

414CB of the Companies Act 2006. The relevant assessment of the climate‑related risks outlined in the

Group’s Annual Report on page 67 has been incorporated into judgements associated with recognition,

measurement, presentation and disclosure, where so permitted by UK adopted IAS. The accounting

judgements relating to climate change are presented in note 2.5.1(F) and note 30.5.

While there is currently no significant impact expected from climate change, the Directors are aware of the

constant evolving risks attached to climate change and will regularly assess these risks against judgements

and estimates made in preparation of the financial statements.

2.1.4. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries

as at 31 December for each year presented. The financial statements of subsidiaries are similarly prepared

for the year ended 31 December 2025 applying similar accounting policies. All intra‑Group balances,

transactions, income and expenses and profits and losses resulting from intercompany transactions are

eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the

Company. The Company has control over a subsidiary when it is exposed, or has rights, to variable returns

from its involvement with the subsidiary and has the ability to affect those returns through its power over

the subsidiary. The results of subsidiaries acquired or disposed of during the year are included (if any) in the

consolidated statement of comprehensive income from the date of acquisition or up to the date of disposal,

as appropriate. Non‑controlling interests represent the portion of profit or loss and net assets not owned,

directly or indirectly, by the Group and are presented separately in the consolidated statement of

comprehensive income and within equity in the consolidated statement of financial position, separately

from the equity attributable to equity holders of the parent.

2. Material accounting policies (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.2. Summary of material accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are

set out below:

2.2.1. Foreign currency translation

The consolidated financial statements of the Group are presented in USD, which is also the Group’s

functional currency. The presentation currency is thus USD whereas the local currency is GBP for the

parent. Each entity in the Group determines its own functional currency which may or may not be their

local currency. Items included in the financial statements of each entity are measured using that functional

currency.

Transactions and balances

Transactions in foreign currency (not functional currency of the entity) are initially recorded by the Group’s

entities at their respective functional currency at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currency are translated at the functional currency

spot rate of exchange at the reporting date. All differences are taken to ‘Exchange rate differences’ in the

statement of profit or loss and other comprehensive income.

Non‑monetary items that are measured in terms of historical cost in foreign currency are translated using

the exchange rates as at the date of the initial transaction. Non‑monetary items measured at fair value in

foreign currency are translated using the exchange rates at the date when the fair value was determined.

Effective 1 January 2025, the Company revised its source of foreign exchange rates used for financial

reporting of ASA Myanmar. Previously, the Company applied the Central Bank of Myanmar’s published

reference rate. It has since adopted the Central Bank of Myanmar’s published online trading FX rate as the

new reference. This change was implemented to more accurately reflect the economic substance of foreign

currency transactions and balances in Myanmar, thereby enhancing the reliability and relevance of the

Company’s financial reporting. The change in reference foreign exchange rate source has been applied

prospectively from the effective date. Comparative figures for prior period have not been restated.

Group companies

As at the reporting date, the assets and liabilities of subsidiaries are translated into the Group’s

presentation currency (USD) which is also the functional currency of the Group at the rate of exchange

ruling at the reporting date. Investments in subsidiaries and issued capital are translated at historical rate,

and their statements of profit or loss and other comprehensive income are translated at the monthly

average exchange rates for the year. Currency translation differences have been recorded in the Group’s

consolidated statement of financial position as foreign currency translation reserve through other

comprehensive income.

All amounts (i.e. assets, liabilities, equity, income and expenses) of the entities whose functional currency

are the currency of a hyperinflationary economy is translated at the closing rate at the reporting date.

2.2.2. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability

or equity instrument of another entity.

a) Financial assets – initial recognition and subsequent measurement

(1) Date of recognition

Purchases or sales of financial assets that require the delivery of assets within the time frame generally

established by regulation or convention in the marketplace are recognised on the trade date, i.e. the date

that the Group commits to purchase or sell the asset.

(2) Initial recognition and measurement

The Group recognises a financial asset in its statement of financial position, when, and only when, the

entity becomes a party to the contractual provisions of the instrument. Financial assets are classified, at

initial recognition, and measured at fair value. Subsequently they are measured at amortised cost, fair value

through Other Comprehensive Income (‘OCI’), and Fair Value Through Profit or Loss (‘FVTPL’). The

classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow

characteristics and the Group’s business model for managing them.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it

needs to give rise to cash flows that are SPPI on the principal amount outstanding. This assessment is

referred to as the SPPI test and is performed at an instrument level. The Group’s business model for

managing financial assets refers to how it manages its financial assets in order to generate cash flows. The

business model determines whether cash flows will result from collecting contractual cash flows, selling the

financial assets, or both. Financial assets classified and measured at amortised cost are held within a

business model with the objective to hold financial assets in order to collect contractual cash flows while

financial assets classified and measured at fair value through OCI are held within a business model with the

objective of both holding to collect contractual cash flows and selling.

(3) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in three categories:

• Financial assets at amortised cost (Loans and advances to customers, Other receivables, Cash at bank

and in hand and Due from banks);

• Financial assets designated at fair value through OCI (equity instruments, derivative instruments under

cash flow hedge); and

• Financial assets at FVTPL (Loans and advances to customers at FVTPL).

2. Material accounting policies (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Financial assets at amortised cost

Financial assets at amortised cost are subsequently measured using the effective interest rate (‘EIR’)

method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is

derecognised, modified or impaired. The Group’s financial assets at amortised cost includes Loans and

advances to customers, Other receivables, Cash at bank and in hand and Due from banks.

Financial assets designated at fair value through OCI

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity

instruments designated at fair value through OCI when they meet the definition of equity under IAS 32

Financial Instruments: Presentation and are not held for trading. The classification is determined on an

instrument‑by‑instrument basis. Investments at FVOCI are subsequently measured at fair value with

unrealised gains or losses recognised in OCI and credited to the Investments at FVOCI reserve. Gains and

losses on these financial assets are never recycled to profit or loss. Equity instruments designated at fair

value through OCI are not subject to impairment assessment.

Financial assets at FVTPL

Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses are recognised in

profit or loss. Derivatives at FVTPL are recognised in profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)

is derecognised where:

• The right to receive cash flows from the asset has expired; or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to

pay the received cash flows in full without material delay to a third party under a ‘pass‑through’

arrangement; and

• Either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group

has neither transferred nor retained substantially all the risks and rewards of the asset, but has

transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a

pass‑through arrangement, and has neither transferred nor retained substantially all the risks and rewards

of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s

continuing involvement in the asset (see note 2.5.3 to 2.5.4). Continuing involvement that takes the form of

a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset

and the maximum amount of consideration that the Group could be required to repay.

b) Impairment of financial assets

The Group recognises an allowance for Expected Credit Losses (‘ECLs’) on Loans and advances to

customers at amortised cost, Related party receivables, Cash at bank and Due from banks.

Loans and advances to customers at amortised cost

Given the nature of the Group’s loan exposures (generally short‑term exposures, <12 months) no distinction

has been made between stage 1 (12 months ECL) and stage 2 loans (lifetime ECL) for the ECL calculation.

For disclosure purposes normally stage 1 loans are defined as loans overdue between 1–30 days. Stage 2

loans are overdue loans between 31–90 days. To avoid the complexity of calculating separate probability of

default and loss given default, the Group uses a ‘loss rate approach’ for the measurement of ECLs. The ‘loss

rates’ are determined based on historical credit loss experience, adjusted for forward‑looking factors

specific to the economic environment.

The Group considers there to have been a significant increase in credit risk when contractual payments are

at least 31 days past due. In addition, loans and advances are treated as credit impaired (stage 3) when

contractual payments are greater than 90 days past due.

Write-off

The Group uses judgement to determine bad loans which are written off. Based on management experience

in the local market and the microfinance industry practice, loans over 365 days past due are bracketed as

bad, unless there are specific circumstances that lead local management to believe that there is a

reasonable expectation of recovery. In Pakistan, loans over 209 days are treated as bad as per regulatory

requirement. The write‑offs occur mainly two times in a year (June and December). However, management

(Group and/ or subsidiary) can write off loans earlier if loans are deemed unrecoverable or delay write‑offs

in case of national calamity or any regulatory reasons subject to Board approval. From an operational

perspective, all overdue loans are monitored for recovery up to two years overdue.

Cash at bank, Due from banks and Related party

For Cash at bank, Due from banks and Related party receivables, the Group used the S&P matrix for default

rates based on the most recent publicly made available credit ratings of each counterparty. In the S&P

matrix for default rates, there is no specified default rate for each of our external counterparties. Thus, the

Group applied the default rate for all financial institutions. Then, the Group calculated the adjusted

Probability of Default (‘PD’)/default rates by accommodating management estimates. However, for

non‑credit rated external counterparties; the PD/default rate is determined by choosing the riskier one

between the mid‑point of credit ratings of banks the Group has business with and a similar level rated

entity. Senior management collects the credit ratings of the banks where the funds are deposited and

related parties (where applicable) on a half‑yearly basis and calculates the ECL on such items using the

default rate identified as above. The Group considers credit risk to have significantly increased when the

credit ratings of the bank and the related parties have been downgraded which in turn increases the

Probability of Default. The Group considers the closure of a counterparty bank, dissolution of a related

party or a significant liquidity crisis or any objective evidence of impairment such as bankruptcy to be

indicators for stage 3.

2. Material accounting policies (continued)

2.2.2. Financial instruments (continued)

2.2. Summary of material accounting policies (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.2.3. Financial liabilities – Initial recognition and subsequent measurement

(1) Initial recognition and measurement

On initial recognition, financial liabilities at FVTPL are initially measured at their fair value as defined in

note 2.2.14. The initial measurement of other financial liabilities is based on their fair value but adjusted in

respect of any transaction costs that are incremental and directly attributable to the acquisition or issue of

the financial instrument. The Group’s financial liabilities include Debt issued and other borrowed funds,

Due to customers, Lease liabilities, Other liabilities and Derivative instruments.

(2) Subsequent measurement

For the purposes of subsequent measurement, financial liabilities are classified in two categories:

• Financial liabilities at amortised cost (Debt issued and other borrowed funds, Due to customers, Lease

liabilities and Other liabilities); and

• Financial liabilities at FVTPL (Derivative instruments).

Financial liabilities at amortised cost

Debt issued and other borrowed funds, Other liabilities and Due to customers are classified as liabilities

where the substance of the contractual arrangement results in the Group having an obligation either to

deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the exchange

of a fixed amount of cash or another financial asset for a fixed number of own equity shares. After initial

measurement, Debt issued and other borrowed funds including Due to customers are subsequently

measured at amortised cost using the EIR method. Amortised cost is calculated by considering any discount

or premium on the issue and costs that are an integral part of the EIR.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or

expires.

When an existing financial liability is replaced by another from the same lender on substantially different

terms, or the terms of an existing liability are substantially modified, such an exchange or modification is

treated as the derecognition of the original liability and the recognition of a new liability. The difference in

the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated

statement of financial position only if there is a currently enforceable legal right to offset the recognised

amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities

simultaneously.

2.2.4. Derivative instruments and hedge accounting

The Group uses derivative financial instruments, such as forward currency contracts and cross currency

interest rate swaps to hedge its foreign currency risks and interest rate risks. Such derivative financial

instruments are initially recognised at fair value on the date on which a derivative contract is entered into

and are subsequently remeasured at fair value at the end of every reporting period. Derivatives are carried

as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

For the purpose of hedge accounting, hedges are classified as cash flow hedges when hedging the exposure

to variability in cash flows that is either attributable to a particular risk associated with a recognised asset

or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm

commitment.

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow

hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss.

The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging

instrument and the cumulative change in fair value of the hedged item. The Group uses forward currency

contracts and cross currency interest rate swaps agreements as hedges of its exposure to foreign currency

risk and interest rate risk in forecast transactions and firm commitments.

The Group designates only the spot element of forward contracts as a hedging instrument. The forward

element and cross currency basis risk is recognised in OCI and accumulated in a separate component of

equity under Other reserves. The forward points and foreign exchange basis spreads are amortised

throughout the contract tenure and reclassified out of OCI into profit and loss (‘P&L’) as interest expenses.

2.2.5. Recognition of income and expenses

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group

and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration

received or receivable, considering contractually defined terms of payment and excluding taxes or duties.

The Group has concluded that it is principal in all of its revenue arrangements except for loans under the

Business Correspondence (‘BC’) model where the Group works as an agent.

The following specific recognition criteria must also be met before revenue is recognised:

(1) Interest and similar income and expense

Interest income and expense are recognised in the statement of profit or loss and other comprehensive

income based on the EIR method. The effective interest rate is the rate that exactly discounts estimated

future cash payments or receipts through the expected life of the financial instrument or, when

appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When

calculating the EIR, the Group shall estimate cash flows considering all contractual terms of the financial

instrument but shall not consider future credit losses. The calculation includes all amounts paid or received

between parties to the contract that are an integral part of the EIR of a financial instrument including

transaction costs, and all other premiums or discounts. Interest income also includes loan processing fees

that are integral to the interest rate.

The Group recognises interest income on the stage 3 loans on the net loan balance.

2. Material accounting policies (continued)

2.2. Summary of material accounting policies (continued)

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(2) Dividend income

Dividend income is recognised when the Group’s right to receive the payment is established.

(3) Other income

Other income includes group members’ admission fees, document, application and verification fees,

proceeds from sale of passbooks, distribution fee MBA Philippines, commission income from insurance

products and service fees from off‑book loans under the BC model.

The Group earns other income from a diverse range of services it provides to its clients and BC partners.

Other income is recognised at an amount that reflects the consideration to which the Group expects to be

entitled in exchange for providing the services. The performance obligations, as well as the timing of their

satisfaction, are identified, and determined, at the inception of the contract.

When the Group provides a service, consideration is invoiced and generally due immediately upon

satisfaction of a service provided at a point in time or at the end of the contract period for a service

provided over time unless otherwise specified.

The performance obligation related to members’ admission, document, application and verification fees and

proceeds from sale of passbooks are satisfied in point of time and revenue is recognised at that point.

Service fees from off‑book loans under the BC model are recognised on the basis of loan disbursement as

the amount is received only after completion of the service.

2.2.6. Cash and cash equivalents

Cash and cash equivalents as referred to in the statement of cash flows comprises Cash in hand and Cash at

bank, included in which is both restricted and unrestricted cash at bank. Restricted cash at bank relates to

Loan Collateral Build Up (‘LCBU’) in the Philippines and security deposits from clients in Tanzania as

disclosed in note 12. Unrestricted cash at bank relates to current accounts, on demand accounts and term

deposits that have a maturity date of three months or less from the date of acquisition, held with

commercial banks.

2.2.7. Property and equipment

Property and equipment is stated at cost excluding the costs of day‑to‑day servicing, less accumulated

depreciation and accumulated impairment in value. Changes in the expected useful life are accounted for

by changing the depreciation period or method, as appropriate, and are treated as changes in accounting

estimates.

Depreciation is calculated using the straight‑line method to write down the cost of property and equipment

to their residual values over their estimated useful lives. The estimated useful lives are as follows:

Furniture and fixtures: 5 years

Vehicles: 5 years

Office equipment including IT: 3 years

Buildings: 50 years

An item of property and equipment is derecognised upon disposal or when no future economic benefits are

expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is recognised in ‘Other operating income’ or ‘Other

operating expenses’ in the statement of profit or loss and other comprehensive income in the year the asset

is derecognised.

2.2.8. Taxes

(1) Current tax

Current tax assets and liabilities for the current and prior years are measured at the amount expected to be

recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount

are those that are enacted or substantively enacted at the reporting date in the countries where the Group

operates and generates taxable income. Senior management periodically evaluates positions taken in the

tax returns with respect to situations in which applicable tax regulations are subject to interpretation and

establishes provisions where appropriate.

(2) Deferred tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets

and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are

recognised for all taxable temporary differences, except: (i) where the deferred tax liability arises from the

initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination

and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and (ii) in

respect of taxable temporary differences associated with investments in subsidiaries and associates, where

the timing of the reversal of the temporary differences can be controlled and it is probable that the

temporary differences will not reverse in the foreseeable future.

2. Material accounting policies (continued)

2.2.5. Recognition of income and expenses (continued)

2.2. Summary of material accounting policies (continued)

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for the year ended 31 December 2025

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax

credits and unused tax losses, to the extent that it is probable that taxable profit will be available against

which the deductible temporary differences, and the carry forward of unused tax credits and unused tax

losses, can be set off: (i) where the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business combination and, at

the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and (ii) in respect

of deductible temporary differences associated with investments in subsidiaries and associates, deferred

tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in

the foreseeable future and taxable profit will be available against which the temporary differences can be

utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent

that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred

tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are

recognised to the extent that it becomes probable that future taxable profit will allow the deferred tax

asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to

apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that

have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities can only be offset in the statement of financial position if the

Group has the legal right to settle current tax amounts on a net basis and the deferred tax amounts are

levied by the same taxing authority on the same entity or different entities that intend to realise the asset

and settle the liability at the same time.

The Group recognises deferred tax on undistributed dividends. Reference is made to note 2.5.6 and

note 11.

2.2.9. Dividend distribution on ordinary shares

Dividends on ordinary shares will be recognised as a liability and deducted from equity when they are

approved by the Group’s shareholders. Interim dividends are deducted from equity when they are declared

and no longer at the discretion of the Group. Dividends for the year that were approved after the reporting

date will be disclosed as an event after the reporting date.

2.2.10. Short-term employee benefits

Short‑term benefits typically relate to the payment of salaries and wages. These benefits are recorded on

an accrual basis.

2.2.11. Post-employment benefits

2.2.11.1. Defined benefit plan

The Group maintains a defined benefit plan in some subsidiaries, which leads to retirement benefit

obligations. The defined benefit obligation and the related charge for the year are determined using

assumptions required under actuarial valuation techniques.

Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling, excluding an amount

included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts

included in net interest on the net defined benefit liability) are recognised immediately in the statement of

financial position with a corresponding debit or credit to retained earnings through OCI in the period in

which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Past service

costs are recognised in profit or loss on the earlier of: (i) the date of the plan amendment or curtailment,

and (ii) the date that the Group recognises related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The

Group recognises the following changes in the net defined benefit obligation under operating expenses in

the consolidated statement of comprehensive income: (i) service costs comprising current service costs,

past service costs, gains and losses on curtailments and non‑routine settlements, and (ii) net interest

expense or income. Reference is made to note 2.5.2.

2.2.11.2. Defined contribution plan

Defined contribution employee benefits are expensed as they are paid, with an accrual recorded for any

benefits owed, but not yet paid. The expenses of the defined contribution plan are incurred by the

employer. The contributions are to be remitted by the entities to the fund on a monthly basis. Employees

are allowed to withdraw the accumulated contribution in their accounts from this fund as per the terms and

conditions specified in the fund acts.

2. Material accounting policies (continued)

2.2. Summary of material accounting policies (continued)

(2) Deferred tax (continued)

2.2.8. Taxes (continued)

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2.2.12. Intangible assets

The Group has adopted a strategy of enriching the offering to its clients with product diversification by

adding Digital Financial Services (‘DFS’). The DFS will be offered to its clients through a smartphone app,

where clients will be able to apply online for loans and other financial services like a current account and a

savings or deposit account. They will be able to view their loan and account information and make

payments including paying bills. The DFS app will also include additional functions and services such as

digital group meetings and a chat function. As part of the DFS, the Group is also developing a Supplier

Market Place app (‘SMP’) where clients can purchase goods for their businesses. SMP is a separate app, but

is part of the DFS model to retain and attract loan and savings clients and generate payment transactions.

For the introduction of current accounts and savings and deposits accounts and other digital services to

our clients, the Group has procured a licence for a Core Banking System (‘CBS’) for its IT infrastructure. The

Group made upfront payments to buy the core banking software licence. The licence for the software is

granted for ten years.

Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual software project are

recognised as an intangible asset when the Group can demonstrate:

• The technical feasibility of completing the intangible asset so that the asset will be available for use;

• Its intention to complete and its ability to use it or sell it;

• How the asset will generate future economic benefits;

• The availability of resources to complete the asset and use or sell it; and/or

• The ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any

accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when

development is complete, and the asset is available for use. It is amortised over the period of expected

future benefit. During the period of development, the asset is tested for impairment annually. The

breakdown is presented in note 20.

A summary of the policies applied to intangible asset is, as follows:

	Initial licence and set-up costs	Development costs
Useful life	Finite (eight years)	Finite (eight years)
Amortisation starts	After installation for use	After installation for use
Amortisation method used	Amortised on a straight-line basis	Amortised on a straight-line basis
	over the period of licence	over the period of expected usage
Internally generated or acquired	Acquired	Internally generated

2.2.13. Impairment of non-financial assets

Impairment exists when the carrying value of an asset or Cash Generating Unit exceeds its recoverable

amount, which is the higher of its fair value less costs of disposal and its value in use.

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If

any indication exists, or when annual impairment testing for an asset is required, the Group estimates the

asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating

Unit’s (‘CGU’s’) fair value less costs of disposal and its value in use. The recoverable amount is determined

for an individual asset, unless the asset does not generate cash inflows that are largely independent of

those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its

recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses of continuing operations are recognised in the statement of profit or loss in expense

categories. For assets excluding goodwill, an assessment is made at each reporting date to determine

whether there is an indication that previously recognised impairment losses no longer exist or have

decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A

previously recognised impairment loss is reversed only if there has been a change in the assumptions used

to determine the asset’s recoverable amount since the last impairment loss was recognised. For Property

and equipment, the fair value less costs of disposal calculation is based on available data from similar assets

or observable market prices less incremental costs of disposing of the asset. For right‑of‑use assets (‘ROU’)

the fair value is determined based on estimated rental payments using the incremental borrowing rate

(‘IBR’) used for each country where such ROU exists. If there is a significant change in discount rates, the

fair value is reviewed to assess if there is impairment. The sensitivity analysis on account of IBR changes is

shown in note 17.

The Group has identified the impairment of non‑financial assets as one of the areas in which it could be

exposed to the financial impacts of climate change risk, as a number of the Group’s operating areas are

prone to natural disasters. However, as the Group manages a frugal cost operating model with minimum

investment in fixed assets and leases, the impact of climate‑related financial loss is expected to be

insignificant.

2. Material accounting policies (continued)

2.2. Summary of material accounting policies (continued)

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2.2.14. Fair value measurement

The Group measures financial instruments such as derivatives, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement is based on

the presumption that the transaction to sell the asset or transfer the liability takes place either: (i) in the

principal market for the asset or liability; or (ii) in the absence of a principal market, in the most

advantageous market for the asset or liability. The principal or the most advantageous market must be

accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would

use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are

categorised within the fair value hierarchy, described as follows, based on the lowest level input that is

significant to the fair value measurement as a whole:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value

measurement is directly or indirectly observable; and

Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value

measurement is unobservable.

When the fair values of financial assets and financial liabilities recorded in the statement of financial

position cannot be measured based on quoted prices in active markets, their fair value is measured using

valuation techniques including the discounted cash flow (‘DCF’) model. The inputs to these models are

taken from observable markets where possible, but where this is not feasible, a degree of judgement is

required in establishing fair values. Judgements include considerations of inputs, such as liquidity risk,

credit risk and volatility.

2.2.15. Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group determines the lease term as the non‑cancellable term of the lease. Any period covered by an

option to extend the lease is not considered unless it is reasonably certain to be exercised.

Right-of-use assets

The Group recognises ROU assets at the commencement date of the lease (i.e. the date the underlying

asset is available for use). ROU assets are measured at cost, less any accumulated depreciation and

impairment losses. ROU assets are depreciated on a straight-line basis over the shorter of the lease term

and the estimated useful life of the asset.

The ROU assets are also subject to impairment. Refer to the accounting policies in note 2.2.13 ‘Impairment

of non‑financial assets’.

Lease liabilities

(1) Initial measurement

At the commencement date of the lease, the Group recognises lease liabilities measured at the present

value of lease payments to be made over the lease term. There are no obligatory extension clauses in the

rental agreements. Although some lease contracts comprise the optional extension clauses, these are not

included on initial recognition because it is not always reasonably certain that the Group will take the

option. In calculating the present value of lease payments, ASA International uses the IBR at the lease

commencement date due to the reason that the interest rate implicit in the lease is not available. The IBR is

calculated using a reference rate (derived as country‑specific risk‑free rate) and adjusting it with Company‑

specific financing spread and integrating lease‑specific factors. Refer to note 2.5.5 on accounting estimates

and assumptions used to determine the IBR rates.

(2) Subsequent measurement

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest

and reduced for the lease payments made.

2.2.16. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a

past event, it is probable that an outflow of resources embodying economic benefits will be required to

settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group

expects some or all of a provision to be reimbursed, for example, under an insurance contract, the

reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The

expense relating to a provision is presented in the statement of comprehensive income net of any

reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre‑tax rate

that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in

the provision due to the passage of time is recognised as a finance cost.

2. Material accounting policies (continued)

2.2. Summary of material accounting policies (continued)

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2.2.17. Share-based payments

The Group granted options (‘Options’) in the Group Company under its Long‑Term Incentive Plan (‘LTIP’) to

certain Executive Directors and Persons Discharging Managerial Responsibilities (‘PDMRs’) and other staff

in 2022, 2023, 2024 and 2025. The Company’s LTIP is designed to incentivise and retain Directors and

senior staff, along with aligning them with shareholders’ interest to create long‑term value. The transaction

is determined as an equity‑settled transaction.

The cost of equity‑settled transactions is determined by the fair value at the date when the grant is made

using anappropriate valuation model, further details of which are given in note 32.1.

That cost is recognised within personnel expenses, together with a corresponding increase in equity (Other

reserves), over the period in which the service and, where applicable, the performance conditions are

fulfilled (the vesting period). The cost is booked from the date that the beneficiary accepted the grant. The

cumulative expense recognised for equity‑settled transactions at each reporting date until the vesting date

reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of

equity instruments that will ultimately vest.

The expense or credit in the statement of profit or loss for a period represents the movement in cumulative

expense recognised as at the beginning and end of that period.

2.3. New standards, interpretations and amendments adopted by the Group

The Group applied for the first time certain standards and amendments, which are effective for annual

periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early adopted

any other standard, interpretation or amendment that has been issued but is not yet effective.

2.3.1. Lack of exchangeability – Amendments to IAS 21

The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specify how an entity should

assess whether a currency is exchangeable and how it should determine a spot exchange rate when

exchangeability is lacking. The amendments also require disclosure of information that enables users of its

financial statements to understand how the currency not being exchangeable into the other currency

affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.

The amendments are effective for annual reporting periods beginning on or after 1 January 2025. When

applying the amendments, an entity is not required to restate comparative information.

Given the current economic environment in Myanmar, which includes ongoing geopolitical challenges and

foreign exchange restrictions that have made the official reference rate not reliably observable for

exchangeability, the Group has changed its source for the Myanmar exchange rate, as outlined in section

2.2.1.

2.4. Standards issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of

issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these new

and amended standards and interpretations, if applicable, when they become effective.

2.4.1. Amendments to the Classification and Measurement of Financial Instruments –

Amendments to IFRS 9 and IFRS 7

On 30 May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification

and Measurement of Financial Instruments. The amendments include:

i) Clarifications of the requirements for recognition and derecognition of financial assets and liabilities;

ii) A clarification that a financial liability is derecognised on the ‘settlement date’ and the introduction

of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled

using an electronic payment system before the settlement date;

iii) Additional guidance on how the contractual cash flows for financial assets with environmental,

social and governance (‘ESG’) and similar features should be assessed;

iv) Clarifications on what constitute ‘non‑recourse features’ and what are the characteristics of

contractually linked instruments; and

v) The introduction of disclosures for financial instruments with contingent features and additional

disclosure requirements for equity instruments classified at fair value through OCI.

The amendments are effective for annual periods starting on or after 1 January 2026. Early adoption is

permitted, with an option to early adopt the amendments for classification of financial assets and related

disclosures only. These amendments are not expected to have a material impact on the financial

statements, however, the assessment is yet to be concluded.

2.4.2. Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7

In December 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature‑

dependent Electricity. The amendments apply only to contracts that reference nature‑dependent

electricity. The amendments:

i) Clarify the application of the ‘own‑use’ requirements for in‑scope contracts;

ii) Amend the designation requirements for a hedged item in a cash flow hedging relationship for

in-scope contracts; and

iii) Add new disclosure requirements to enable investors to understand the effect of these contracts on a

company’s financial performance and cash flows.

The amendments will take effect for annual reporting periods starting on or after 1 January 2026. Early

adoption is allowed, but it must be disclosed. The amendments concerning the own‑use exception are to be

applied retrospectively, while the hedge accounting amendments should be applied prospectively to new

2. Material accounting policies (continued)

2.2. Summary of material accounting policies (continued)

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hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure

amendments must be implemented alongside the IFRS 9 amendments. If an entity does not restate

comparative information, it cannot present comparative disclosures.

The Group does not expect that the amendments will have a material impact on its consolidated

financial statements.

2.4.3. IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18

introduces new requirements for presentation within the statement of profit or loss, including specified

totals and subtotals. Furthermore, entities are required to classify all income and expenses within the

statement of profit or loss into one of five categories: operating, investing, financing, income taxes and

discontinued operations, whereof the first three are new. It also requires disclosure of newly defined

management‑defined performance measures, subtotals of income and expenses, and includes new

requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of

the primary financial statements (‘PFS’) and the notes.

In addition, narrow‑scope amendments have been made to IAS 7 Statement of Cash Flows, which include

changing the starting point for determining cash flows from operations under the indirect method, from

‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows

from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or

after 1 January 2027, but early application is permitted and must be disclosed. IFRS 18 will apply

retrospectively.

The Group is currently working to identify the impact the amendments will have on the primary financial

statements and notes to the financial statements.

2.4.4. IFRS 19 Subsidiaries without Public Accountability: Disclosures

In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure

requirements while still applying the recognition, measurement and presentation requirements in other

IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary

as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate)

that prepares consolidated financial statements, available for public use, which comply with IFRS

accounting standards. IFRS 19 will become effective for reporting periods beginning on or after 1 January

2027, with early application permitted.

This standard is not expected to have a material impact on the financial statements, however, the

assessment is yet to be concluded.

2.5. Significant accounting judgements and estimates

In the process of applying the Group’s accounting policies, judgements and estimates are applied in

determining the amounts recognised in the financial statements. Significant use of judgements and

estimates are as follows:

2.5.1. Allowance for ECL on loans and advances

The Group calculates the allowance for ECL in a three‑step process as described below under A to D. The

Group reviews its loans at each reporting date to assess the adequacy of the ECL as recorded in the

financial statements. In particular, judgement is required in the estimation of the amount and timing of

future cash flows when determining the level of allowance required. Such estimates are based on certain

assumptions such as the financial situation of the borrowers, types of loan, maturity of the loans, ageing of

the portfolio, economic factors, etc. The actual performance of loans may differ from such estimates

resulting in future changes to the allowance. Due to the nature of the industry in which the Group

operates, i.e. micro credit to low‑income clients, the loan portfolio consists of a very high number of

individual customers with low‑value exposures. These characteristics lead the Group to use a provisioning

methodology based on a collective assessment of similar loans. The Group’s policy for calculating the

allowance for ECL is described below:

a) Determination of loan staging

The Group monitors the changes in credit risk in order to allocate the exposure to the correct staging

bucket. Given the nature of the Group’s loan exposures (generally short‑term exposures, <12 months) no

distinction has been made between stage 1 (12 months ECL) and stage 2 loans (lifetime ECL) for calculating

the ECL provision. The current and loans overdue below 31 days are considered as stage 1. Any loans

overdue for 31–90 days are recognised as stage 2 loans. Loans overdue more than 90 days are recognised

as stage 3 loans.

	Overdue age	Staging
	Current	Stage 1
Bucket based	1–30 days
on overdue age	31–90 days	Stage 2
	> 90 days	Stage 3

b) Calculating ECL for stage 1–2 loans

To avoid the complexity of calculating the separate probabilities of default and loss given default, the

Group uses a ‘loss rate approach’ for the measurement of ECLs under IFRS 9. Using this approach, the

Group developed loss‑rate statistics on the basis of the net amounts written off over the last five years

(Gross write‑off less subsequent recovery). The historical loss rates include the impact of security deposits

held by the Group, which is adjusted with overdue amounts

2. Material accounting policies (continued)

2.4. Standards issued but not yet effective (continued)

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2.5. Significant accounting judgements and estimates (continued)

2.5.1. Allowance for ECL on loans and advances (continued)

The forward‑looking element of the ECL model is constructed through looking at the trend in net write‑off

information from the prior three years and applying a projected loss rate in order to anticipate future loss

events. ECL as per the forward‑looking element comes to USD 1.5 million (2024: USD 126K). Changing the

write‑off trend to two years, rather than three years for the forward‑looking assessment, would reduce ECL

by USD 2K.

c) Calculating ECL for stage 3 loans

The Group considers a loan to be credit impaired when it is overdue for more than 90 days. The ECL applied

to net stage 3 loans (after adjusting the security deposit which is held as collateral in certain countries) is at

a rate below:

	Loss %
ECL for stage 3 loans	2025	2024
Overdue age
91–180 day s	40 and 50%	50 and 80%
181–365 days	50 and 60%	70 and 100%
Over 365 days	90%	100%

In 2025, senior management considered a higher loss rate 50% (2024: 80%) for the loans bucketed between

91–180 days, 60% (2024: 100%) for the loans bucketed between 181–365 days and 90% (2024: 100%) for

loans over 365 days overdue) in India, Myanmar, Pakistan, Nigeria, the Philippines, Sri Lanka, Tanzania,

Sierra Leone and Zambia in view of operating challenges faced in these countries on account of high

Portfolio at Risk (‘PAR’), market challenges and political instability which might lead to a reduction in

recoveries. In other countries, the loss rates considered are 40% (2024: 50%) for the loans bucketed

between 91–180 days, 50% (2024: 70%) for the loans bucketed between 181–365 days and 90%

(2024: 100%) for loans over 365 days overdue.

The Group applies above two categories of loss rates for estimating ECL on stage 3 loans. Subsidiaries

demonstrating comparatively stronger asset quality are assigned loss rates under Category 2, while higher

loss rates under Category 1 are applied to subsidiaries with historically weaker asset quality. During the

current year, ASAI has reduced the loss rates across both categories, as mentioned above The updated loss

rates better reflect the improved collections on overdue loans and increased portfolio quality in recent

years and therefor more appropriately reflect the current credit risk conditions of the loan portfolio at

balance sheet date.

Based on the above, the ECL for stage 3 loans amounts to USD 4.9 million (2024: USD 7.4 million).

A sensitivity analysis on the stage 3 loss rates considers that a 100% loss rate applied across the entire

stage 3 population (net of security deposit) would increase total ECLs by USD 2.7 million.

d) Management overlay

Under management overlay, ASAI typically builds up an additional ECL provision to cover potential risk

exposures that may not be adequately reflected in the Group’s existing ECL model, as explained under A‑C

above. These additional risks include political, regulatory, environmental (including climate‑related),

operational, and other market‑specific risks relevant to the regions where the Group operates which are

not fully reflected in loss rates, overdue loan instalments and forward considerations. In 2025, no

management overlay was taken (2024: USD 0.9M).

e) Impact of macroeconomic indicators

The Group provides small loans to clients who are not employed but operate their own small businesses in

the informal sector and are less impacted by macroeconomic trends than other business sectors. In

addition, the Group’s loans average six months until maturity at the year end and so the impact of

macroeconomic factors on the repayment of loans is inherently limited. Hence, senior management

concluded that changes in macroeconomic indicators do not have any direct correlation with the ASA

business model and, therefore, no adjustment was made to consider forecasts for such macroeconomic

indicators in the forward‑looking element of its ECL provision calculation.

f) Impact of climate change

The Group and its customers are exposed to the physical risks from climate change and risks of

transitioning to a net-zero economy. Most climate-related physical risks are expected to manifest over a

term that is generally much longer than the maturity of most of the outstanding exposures. The following

balances may be impacted by physical and transition risks.

The Group has identified the ECL provision as one of the main areas in which it could be exposed to the

financial impacts of climate change risk, as a number of the Group’s operating areas are prone to natural

disasters such as typhoons, flash floods or droughts. The Group’s ECL model captures the expected impact

of the climate‑related risks through the historical loss data that feeds the model, which also includes

write‑offs due to such natural disasters. In addition, senior management monitors the situation in each of

its operating territories post the balance sheet date for any factors that should be considered in its

year‑end ECL calculations. As the Group’s loans are short term, the impact of such events over the life of

the loans would naturally be limited. Hence, no additional changes have been made in the existing model on

account of climate‑related risks. However, given the evolving risks associated with climate change, senior

management will continue to monitor whether adjustments to its ECL models are required for future

periods.

2. Material accounting policies (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

g) BC portfolio, Direct Assignment (‘DA’) Portfolio and Securitisation portfolio of ASA India

A similar assessment has been performed for the off‑book BC portfolio of ASA India (see note 13 for details

of the BC portfolio). The off‑book BC portfolio consists of disbursements on behalf of IDFC First Bank

(‘IDFC’), JSFB, Ujjivan Small Finance Bank Limited (‘Ujjivan’) and ESAF Small Finance Bank Limited (‘ESAF’).

IDFC BC is subject to a maximum provision of 5% of Outstanding Loan Portfolio (‘OLP’), which is the

maximum credit risk exposure for ASA India as per the agreement with IDFC. Credit risk exposure for ESAF

is 5% and Ujjivan 100% of overdue portfolio. Risk exposure for JSFB is up to the loan outstanding. ECL for

these off‑book BC portfolios (except JSFB) are assessed in line with ASA India’s own OLP. For JSFB an

average default rate of ASA India’s own portfolio and JSFB’s portfolio is considered. ECL for the off‑book

BC portfolio comes to USD 1.3 million (2024: USD 2.2 million).

The portion of the DA portfolio of ASA India which is on-book has also been treated the same as the

regular portfolio. No provision for the off‑book portion of the DA portfolio was made because, as per the

agreement with the State Bank of India, ASA India has no credit risk on this part of the DA portfolio.

The Securitisation portfolio of ASA India has been assessed in line with ASA India’s own portfolio.

h) ECL on interest receivable

ECL for interest receivable is assessed in the same line as OLP. ECL for interest receivable comes to

USD 633K (2024: USD 551K).

Based on the above assessment, the total provision for ECLs for loans and advances to customers can be

summarised as follows:

		2025			2024
	Own	Off-book	Interest	Own	Off-book	Interest
	portfolio	portfolio	receivable	portfolio	portfolio	receivable
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Particulars
ECL as per historical default rate	1,524	160	34	1,480	1,185	3
Forward considerations	1,495	133	51	126	-	3
ECL under stage 3 loans	4,911	997	548	7,357	719	545
Management overlay	–	–	–	608	300	–
	7,93 0	1,290	633	9,571	2,204	551

		2025			2024
	Gross			Gross
	outstanding	ECL	Coverage	outstanding	ECL	Coverage
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Allocated to:
Own portfolio
(note 13.1 and 13.4)	581,563	7,930	1%	420,355	9,571	2%
Off‑book BC portfolio
(note 13.2 and note 28)	28,778	1,290	4%	37, 255	2,204	6%
Interest receivable
(note 13.1 and note 13.4)	12,035	633	5%	7,294	551	8%
	622,376	9,853	2%	464,904	12,326	3%

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

2.5.1. Allowance for ECL on loans and advances (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.5.2. Defined benefit plans

The cost of the defined benefit plan is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the

determination of the discount rate, future salary increases, staff turnover and retirement age. Due to the complexities involved in the valuation and its long‑term nature, a defined benefit obligation is highly sensitive to

changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used in December 2025 and December 2024 are as follows:

Assumptions defined benefit plan:

				2025						2024
		ASA		ASA	ASA				ASA		ASA	ASA
	Lak Jaya	Pakistan	ASA India	Nigeria	Kenya	PPFC	Uganda	Lak Jaya	Pakistan	ASA India	Nigeria	Kenya	PPFC
Discount rate	9.0%	11.0%	7.3%	15.5%	12.8%	6.7%	16.1%	10.0%	12.3%	7.0%	17. 5%	13.8%	6.2%
Salary increment	5.0%	11.0%	7.0%	15.0%	11.0%	5.0%	3.0%	10.0%	12.3%	6.3%	15.0%	11.0%	5.0%
Staff turnover	29.0%	14.6%	25.4%	5.0%	10.7%	41.0%	30.0%	22.0%	18.2%	30.7%	5.0%	6.9%	43.4%
Retirement age	60 years	60 years	65 years	60 years	60 years	60 years	55 years	60 years	60 years	60-65 years	60 years	60 years	60 years

The parameter most subject to change is the discount rate. Senior management engages third‑party actuaries to conduct the valuation. The defined benefit costs have been disclosed in note 8.2. The sensitivity analysis

of the plan on account of any change in discount rate and salary increment is disclosed in note 8.3. Sensitivity analysis for changes in the other two assumptions were not done as the effect is determined immaterial.

2.5.4. Direct Assignment

Between 2019 and 2020 ASA India entered into two DA agreements with the State Bank of India (‘SBI’),

through which the entity sold a pool of customers’ loans amounting to USD 16.5 million against a purchase

consideration of USD 14 million. The balance (15%) was kept as minimum retention as per guidelines issued

by the Reserve Bank of India (‘RBI’). Based on the agreements, 85% of the loans were derecognised on the

books on the grounds that the entity transferred substantially all the risks and rewards of ownership of

financial assets. 15% remained on‑book. Further information is available in note 13.

2.5.3. BC and partnership models

The portfolios under the BC and partnership models in ASA India (‘BC model’) are recognised on the

statement of financial position based on whether the entity has the right to receive rewards. ASA India

operates a BC model with IDFC, JSFB, Ujjivan and ESAF. The arrangement with Fincare has been dissolved

this year. ASA India operates as an agent, whereby ASA India selects borrowers based on the selection

criteria of the BC partner.

The loans to borrowers of IDFC, JSFB, Ujjivan and ESAF and related funding are not recognised on the

balance sheet since the loan agreements are made between the partners and the borrowers or the risk

exposure related to the loans are capped at 5%. More information is available in note 13.

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.5.5. Leases – estimating the IBR

The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a

similar security, the funds necessary to obtain an asset of a similar value to the ROU asset in a similar

economic environment.

The Group applied a discount rate per country based on leases with similar characteristics applying a

portfolio approach instead of a lease‑by‑lease approach which had no material impact for the Group. The

starting point for estimating the reference rate is the local risk‑free rate. The Group developed an approach

to determine the BR that is closely aligned with the definitions and requirements prescribed in IFRS 16. In

this approach the Group first determined the country risk‑free rate and adjusted that with the Group‑

specific financing spread and lease‑specific adjustments to consider IBR rates.

The Group used country sovereign rates to determine the risk‑free rate. If no sovereign risk‑free rate is

available, a build‑up approach is applied that adjusts the USD based United States Treasury bond for: (i) the

country risk premium, to capture country‑specific risk, and (ii) the long‑term inflation differential, to capture

any currency risk.

The Group‑specific financing spread is determined based on: (i) the Group‑specific perspective/credit

rating, (ii) the credit rating of the legal entities (lessees) of ASA International, and (iii) the market interest

rates/yields on industry‑specific bonds.

The lease‑specific adjustment depends on the type/ nature of asset, and relates to the fact that a secured

bond will have a lower yield compared to an unsecured bond. However, the yield difference varies based on

the type/nature of the asset that is used as collateral. The IBRs used for different entities in 2025 and 2024

are as follows:

	Lease	Credit	Approach			2025				2024
Country	currency	rating	reference			IBR at different lease duration (year)				IBR at different lease duration (year)
Tenure of lease				1	2–4	5–6	7–9	1	2–4	5–6	7–9
Ghana	GHS	BBB	Local	23.3%	26.7%	22.8%	19.3%	22.8%	27.4%	23.8%	20.4%
Nigeria	NGN	BBB	Local	21.5%	21.6%	21.7%	21.4%	20.6%	20.8%	20.6%	20.2%
Sierra Leone	SLE	BB+	Build‑Up	27. 8%	27.8%	27.8%	27. 8%	28.0%	27.8%	27.8%	27.8%
Kenya	KES	BB-	Local	13.5%	14.8%	15.6%	15.8%	18.4%	19.5%	19.7%	19.2%
Rwanda	RWF	B+	Build‑Up	17.6%	17.6%	17.6%	17.6%	18.6%	18.6%	18.5%	18.5%
Tanzania	TZS	BBB-	Local	9.5%	9.7%	10.2%	11.2%	8.9%	9.5%	10.7%	12.1%
Uganda	UGX	BB-	Local	17.0%	17. 5%	17.9%	18.0%	15.9%	17.3%	18.2%	18.4%
Zambia	ZMW	BB-	Local	17.6%	21.2%	23.1%	23.7%	20.0%	24.2%	26.3%	27.6%
Bangladesh	BDT	BBB-	Local	13.0%	13.3%	13.2%	13.1%	13.0%	14.5%	14.7%	14.7%
India	INR	BB	Local	8.2%	8.1%	8.0%	7.9%	8.3%	8.9%	9.2%	9.2%
Pakistan	PKR	BBB	Local	13.5%	13.5%	13.3%	13.1%	19.9%	18.2%	17. 2%	16.5%
Sri Lanka	LKR	BB	Local	10.6%	11.3%	12.2%	12.5%	11.6%	12.8%	13.7%	14.3%
Myanmar	MMK	BBB-	Build‑Up	26.4%	26.5%	26.5%	26.5%	28.2%	28.1%	28.1%	28.1%
Philippines	PHP	BBB-	Local	7.1%	7.0%	6.9%	6.8%	7. 2%	7.9%	8.3%	8.4%
The Netherlands	EUR	BBB	Local	3.3%	3.1%	3.1%	3.2%	4.2%	4.3%	4.5%	4.6%

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.5.6. Taxes

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable

profits will be available against which the losses can be utilised. Significant management judgement is

required to determine the amount of deferred tax assets that can be recognised, based upon the likely

timing and the level of future taxable profits, together with future tax planning strategies.

In assessing the probability of recovery, the Group has used its five‑year business plan which is consistent

with last year’s assessment. This business plan was also used for the Going concern and Viability

assessment.

As at 31 December, the gross amount and expiry dates of losses available for carry forward are as follows:

	Expiring	Expiring	Expiring
	within	within	beyond
	1 year	2–5 years	5 years	Unlimited	Total
2025	USD’000	USD’000	USD’000	USD’000	USD’000
Losses for which deferred tax asset
is recognised	–	–	–	–	–
Losses for which deferred tax asset
is not recognised	1,308	5,943	41,485	46,074	94,810
	1,308	5,943	41,485	46,074	94,810

	Expiring	Expiring	Expiring
	within	within	beyond
	1 year	2–5 years	5 years	Unlimited	Total
2024	USD’000	USD’000	USD’000	USD’000	USD’000
Losses for which deferred tax asset
is recognised	–	–	–	–	–
Losses for which deferred tax asset
is not recognised	2,851	5,338	38,221	36,200	82,610
	2,851	5,338	38,221	36,200	82,610

If the Group was able to recognise all unrecognised deferred tax assets, profit and equity would have

increased by USD 23.2 million (2024: USD 18.9 million).

Deferred tax liabilities

As of 31 December 2025, the Group has undistributed profits in its subsidiaries amounting to

USD 108.1 million (2024: USD 68.9 million). The Group recognised a deferred tax liability amounting to

USD 6.0 million (see note 11.4) on USD 80.7 million (2024: USD 4.4 million on USD 50.0 million) of

undistributed profits on the assessment that these will be distributed in the foreseeable future. No

deferred tax liability was recognised on the balance of USD 27.4 million (2024: USD 19.0 million) due to

regulatory uncertainty on when those can be distributed. If the Group recognises a deferred tax liability on

these profits, profit and equity would decrease by USD 2.5 million (2024: USD 2.9 million).

2.5.7. Hyperinflation

Under IAS 29, ‘Financial Reporting in Hyperinflationary Economies’, consolidated financial statements

prepared based on historical cost must be adjusted with the current purchasing power when operations are

in an economy with hyperinflation. This involves applying a general price index that enables the financial

information of the subsidiaries operating in a hyperinflationary economy to be presented in the measuring

unit in force at the reporting date. All non‑monetary assets and liabilities of the subsidiaries operating in a

hyperinflationary economy must therefore be adjusted for inflation in order to reflect changes in

purchasing power at the reporting date. Similarly, the income statement is adjusted for inflation during the

period. Monetary items do not need to be restated/adjusted as they already reflect purchasing power at

the reporting date.

IAS 29 does not establish an absolute rate at which hyperinflation is deemed to arise. It is a matter of

judgement when restatement of financial statements in accordance with this standard becomes necessary.

One of the key quantitative indicators is that the cumulative inflation rate over three years is approaching,

or exceeds, 100%.

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

2.5.8. Hyperinflation

ASA International operates in thirteen countries across Asia and Africa, and monitors the inflation rates in

an inflation dashboard which is used as one indication of the existence of hyperinflation, together with an

assessment of other economic conditions.

ASA International applied hyperinflation accounting across its operations in Ghana and Sierra Leone in

2024. It continued applying hyperinflation accounting for its operation in Sierra Leone as of 31 December

2025 as the three‑year cumulative inflation in this country exceeded 100%, but ceased its application in

Ghana as of 30 June 2025. The general price index used by ASA International for purposes of measuring

inflation movements is the Consumer Price Index (‘CPI’) of the specific country and is obtained from the

International Monetary Fund World Economic Outlook Database.

The application of IAS 29 includes the following adjustments:

• Adjustment of historical cost non‑monetary assets, liabilities and stated capital for the change in

purchasing power caused by inflation from the date of initial recognition or contribution to the balance

sheet date;

• Adjustment or contribution of the income statement for inflation during the year;

• The income statement is translated at the year-end foreign exchange rate instead of a monthly

average rate;

• A net monetary gain or loss adjustment, recognised in the income statement, to reflect the impact

of inflation on holding monetary assets and liabilities in local currency; and

• Adjustment in the cash flow statement to reflect the current purchasing power.

The impact of the implementation of IAS 29 in the consolidated financial statements of the Group

is as follows:

		31 Dec 2025			31 Dec 2024
		Impact of			Impact of
	Before	IAS 29	After	Before	IAS 29	After
Consolidated statement	adjustment	adjustment	adjustment	adjustment	adjustment	adjustment
of financial position	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Total assets	796,616	489	797,105	567,759	743	568,502
Total liabilities	635,052	207	635,259	471,879	132	472,011
Total equity	161,564	282	161,846	95,880	611	96,491

		2025			2024
		Impact of			Impact of
	Before	IAS 29	After	Before	IAS 29	After
	adjustment	adjustment	adjustment	adjustment	adjustment	adjustment
Consolidated income statement	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Profit for the period	54,030	2,503	56,533	32,434	(3,901)	28,533
Total comprehensive income/(loss)	73,287	282	73,569	21,459	611	22,070
Breakdown of P&L impact for IAS 29
Loss on net monetary position		(1,863)			(5,401)
Impact of CPI adjustment on other P&L items		4,366			1,500
Total impact of IAS 29 adjustments
on net profit		2,503			(3,901)

A net monetary loss of USD 1.9 million (2024: USD 5.4 million) is recognised in the income statement,

to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities

in local currency in the subsidiaries in Ghana and Sierra Leone. A contribution of USD 4.4 million

(2024: USD 1.5 million) is recognised in P&L resulting from the adjustment of other P&L items to the

current purchasing power.

As a result of no longer applying IAS 29 for the operations in Ghana as per 30 June 2025, the Company

continues to use the adjusted historical cost of non‑monetary assets and calculated depreciation of

property and equipment and amortisation of right‑of‑use assets based on the adjusted historical cost as at

30 June 2025.

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Summary of material judgements and estimates

A summary of material judgements and estimates are as follows:

Policy	Judgements		Estimates	Note ref.
Allowance for	• Identification of staging of the		• Back-testing based on the historical	2.5.1
ECL on loans	loan portfolio.		default trend.
and advances	• Criteria for a significant increase		• Forward-looking considerations.
	in credit risk.		• Management overlay.
	• Identification of credit‑impaired loans.
	• Monitoring impact of climate change.
Defined	•	Changes in assumptions.	• Determination of discounting rate.	2.5.2
benefit plans			• Salary increment rate.
BC models	• Recognition of the IDFC portfolio		• ECL related to the BC loans.	2.5.4
	as off‑book because the credit risk			and
	is limited to 5% of the portfolio.			2.5.1
Direct	• Whether the transfer constitutes a		• ECL related to the DA loans	2.5.5
Assignment	sale and whether all risk and rewards		retained by ASA India.
	of ownership have been transferred.
Leases –	• Determining whether a contract		• IBR used for the calculation of	2.5.6
estimating	contains a lease under IFRS 16.		ROU assets and lease liabilities.
the IBR
Deferred	• Determining whether it is probable		• Estimating the amount of DTA	2.5.7
tax assets	that future profit will be available		based on timing and likelihood
	to utilise DTA.		of future taxable profit.
			• Estimation of future tax rates
			for DTA.
Deferred	• Determining whether there are any		• Estimating the amount of DTL	2.5.7
tax liability	constraints or regulatory restrictions		based on timing and likelihood
	to distribute retained earnings		of future taxable amount and
	as dividend.		undistributed dividends from
			subsidiaries.
			• Estimation of future tax rates
			for DTL.

Policy	Judgements	Estimates	Note ref.
Hyperinflation	• Determining whether the economy	• Estimation of daily CPI rates.	2.5.8
	of a country meets the criteria for
	hyperinflation as per IAS 29.
	• Selection of appropriate sources
	for CPIs.

3. Segment information

For management purposes, the Group is organised into reportable segments based on its geographical

areas and has five reportable segments, as follows:

• West Africa, which includes Ghana, Nigeria and Sierra Leone.

• East Africa, which includes Kenya, Uganda, Tanzania, Rwanda and Zambia.

• South Asia, which includes India, Pakistan and Sri Lanka.

• South East Asia, which includes Myanmar and the Philippines.

• Holding and other non‑operating entities, which includes holding entities and other entities without

microfinance activities.

No operating segments have been aggregated to form the above reportable operating segments. The

Company primarily provides only one type of service to its microfinance clients being small microfinance

loans which are managed under the same ASA Model in all countries. The reportable operating segments

have been identified on the basis of organisational overlap like common Board members, regional

management structure and cultural and political similarity due to their geographical proximity to each

other.

The Executive Committee is the Chief Operating Decision Maker (‘CODM’) and monitors the operating

results of its reportable segments separately for the purpose of making decisions about resource allocation

and performance assessment. Segment performance is evaluated based on operational profits and losses

and is measured consistently with profit or loss in the consolidated financial statements. Transfer prices

between operating and non-operating segments are on an arm’s length basis in a manner similar to

transactions with third parties and are based on the Group’s transfer pricing framework.

Revenues and expenses as well as assets and liabilities of those entities that are not assigned to the four

reportable operating segments are reported under ‘Holding and other non‑operating entities’. Inter‑

segment revenues, expenses and balance sheet items are eliminated on consolidation.

No revenue from transactions with a single external customer or counterparty amounted to 10% or more

of the Group’s total revenue in 2025 or 2024.

2. Material accounting policies (continued)

2.5. Significant accounting judgements and estimates (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

					Holding
					and other
					non-operating		Adjustments and
	West Africa	East Africa	South Asia	South East Asia	entities	Total segments	eliminations	Consolidated
As at 31 December 2025	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
External interest and similar income	97,256	106,001	56,738	39,442	428	299,865	–	299,865
Inter-segment interest income	–	–	–	–	1,781	1,781	(1,781)	–
External interest expense	(8,956)	(21,824)	(12,585)	(6,256)	(5,797)	(55,418)	–	(55,418)
Inter-segment interest expense	(274)	(730)	(307)	(470)	–	(1,781)	1,781	–
Net interest income	88,026	83,447	43,846	32,716	(3,588)	244,447	–	244,447
External other operating income	694	4,123	3,355	7,124	396	15,692	–	15,692
Inter-segment other operating income 1	–	–	–	–	87, 556	87, 566	(87, 556)	–
Other inter-segment expense	269	(6,651)	(168)	(3,366)	–	(9,916)	9,916	–
Total operating income	88,989	80,919	47,033	36,474	84,364	337,779	(77,640)	260,139
Credit loss expense	(1,603)	(1,928)	822	(1,971)	(3,140)	(7, 82 0)	(11)	(7,831)
Net operating income	87,386	78,991	47, 855	34,503	81,224	329,959	(77,651)	252,308
Personnel expenses	(15,056)	(25,041)	(19,239)	(13,423)	(7,616)	(80,375)	–	(80,375)
Exchange rate differences	(33)	(1,031)	(16)	(1,090)	(973)	(3,143)	–	(3,143)
Depreciation of property and equipment	(723)	(664)	(892)	(178)	(80)	(2,537)	–	(2,537)
Amortisation of intangible assets	(64)	–	(251)	–	(1,015)	(1,330)	–	(1,330)
Amortisation of ROU assets	(897)	(1,372)	(739)	(1,253)	(181)	(4,442)	–	(4,442)
Other operating expenses	(12,295)	(17,4 38)	(7, 219)	(12,524)	(5,218)	(54,694)	–	(54,694)
Gain/(loss) on net monetary position	(1,855)	–	–	–	(8)	(1,863)	–	(1,863)
Tax expenses	(17,754)	(12,425)	(9,362)	(1,229)	(6,621)	(47,391)	–	(47,391)
Segment profit after tax	38,709	21,020	10,137	4,806	59,512	134,184	(77,651)	56,533
Total assets	211,302	260,669	171,590	121,498	276,033	1,041,092	(243,987)	797,105
Total liabilities	125,837	209,426	156,172	104,640	77,495	673,570	(38,311)	635,259

Explanation: Segment profit is net profit after tax.

1 Inter-segment operating income includes intercompany dividends, service charge fees and share in results of the subsidiaries.

The Group recorded a total external interest and similar income of USD 299.9 million (2024: 213.9 million). Ghana, Pakistan, and Tanzania are the key contributors, generating external interest and similar income of USD

82.9 million (2024: 40.8 million), USD 53.1 million (2024: 44.9 million) and USD 49.5 million (2024: 37.2 million) respectively.

3. Segment information (continued)

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for the year ended 31 December 2025

The following table presents operating income and profit information for the Group’s operating segments for the year ended 31 December 2024.

					Holding
					and other
					non-operating		Adjustments and
	West Africa	East Africa	South Asia	South East Asia	entities	Total segments	eliminations	Consolidated
As at 31 December 2024	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
External interest and similar income	50,896	74,873	47,829	40,218	58	213,874	–	213,874
Inter-segment interest income	–	–	–	–	1,167	1,167	(1,167)	–
External interest expense	(2,919)	(15,204)	(12,318)	(6,632)	(6,378)	(43,451)	–	(43,451)
Inter-segment interest expense	(282)	(194)	(277)	(414)	–	(1,167)	1,167	–
Net interest income	47,695	59,475	35,234	33,172	(5,153)	170,423	–	170,423
External other operating income	376	3,835	3,552	6,381	3,144	17,288	–	17, 288
Inter-segment other operating income1	–	–	–	–	57,266	57,266	(57,266)	–
Other inter-segment expense	(385)	(5,449)	(262)	(3,543)	368	(9,271)	9,271	–
Total operating income	47,686	57,861	38,524	36,010	55,625	235,706	(47,995)	187,711
Credit loss expense	(875)	(1,257)	(2,290)	(2,467)	62	(6,827)	–	(6,827)
Net operating income	46,811	56,604	36,234	33,543	55,687	228,879	(47,995)	180,884
Personnel expenses	(9,980)	(19,345)	(16,718)	(12,470)	(6,280)	(64,793)	–	(64,793)
Exchange rate differences	(351)	17	15	(346)	(209)	(874)	–	(874)
Depreciation of property and equipment	(278)	(519)	(732)	(340)	(105)	(1,974)	–	(1,974)
Amortisation of ROU assets	(564)	(1,205)	(653)	(1,169)	(119)	(3,710)	–	(3,710)
Other operating expenses	(6,124)	(11,044)	(6,753)	(10,897)	(4,922)	(39,740)	–	(39,740)
Gain/(loss) on net monetary position	(5,350)	–	–	–	(51)	(5,401)	–	(5,401)
Tax expenses	(8,794)	(9,127)	(8,656)	(1,968)	(6,457)	(35,002)	–	(35,002)
Segment profit after tax	15,370	15,381	2,554	6,353	36,870	76,528	(47,995)	28,533
Total assets	101,612	199,377	124,652	125,881	202,947	754,469	(185,967)	568,502
Total liabilities	58,254	159,435	108,451	109,479	58,439	494,058	(22,047)	472,011

Explanation: Segment profit is net profit after tax.

1 Inter-segment operating income includes intercompany dividends, service charge fees and share in results of the subsidiaries.

3. Segment information (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

4. Interest and similar income

Interest and similar income consists of interest income on microfinance loans to customers, and interest

income on bank balances and fixed‑term deposits.

		2025	2024
	Notes	USD’000	USD’000
Interest income calculated using EIR	4.1.	295,296	206,598
Other interest and similar income	4.2.	4,569	7, 276
		299,865	213,874

4.1. Interest income calculated using EIR

	2025	2024
	USD’000	USD’000
Interest income on loans and advances to customers	264,721	187,772
Loan processing fees	30,575	18,826
	295,296	206,598

The increase in interest income and loan processing fees compared to last year is mainly due to growth of

the loan portfolio.

4.2. Other interest and similar income

	2025	2024
	USD’000	USD’000
Interest income on short-term deposits	3,881	4,470
Fair value movement of financial assets at FVTPL	222	2,712
Other interest income	466	94
	4,569	7, 276

Interest income of loans reclassified to FVTPL for Kenya, Uganda, Sri Lanka and the Philippines has been

recognised under fair value movement of financial assets at FVTPL. The entities have stopped disbursing

loans with old insurance product resulting in reduction of the income.

5. Interest and similar expense

Included in interest and similar expense are accruals for interest payments to lenders, customers and other

charges from banks.

		2025	2024
	Notes	USD’000	USD’000
Interest expense on debt and other borrowed funds		(43,990)	(35,068)
Interest expense on security deposits and others		(6,761)	(4,585)
Interest expense on lease liability		(533)	(479)
Commitment and processing fees		(287)	(104)
Amortisation of forward points of forward contracts
and currency basis spread of swap contracts	37.	(3,847)	(3,215)
		(55,418)	(43,451)

6. Other operating income

	2025	2024
	USD’000	USD’000
Document, application and verification fees	7,337	6,965
Members’ admission fees	1,071	1,410
Proceeds from sale of passbooks	206	195
Service fees income from off‑book BC model (ASA India)	1,982	3,120
Amortisation of deferred income	212	–
Distribution fee MBA Philippines	2,208	1,695
Gain on purchase of loans	–	3,024
Loan early settlement fee	591	45
Commission and service fee income from insurance products	495	–
Other	1,590	834
	15,692	17,288

ASA Uganda, ASA Kenya, ASA Zambia and ASA Nigeria have entered into arrangements with Turaco Micro

Insurance Company Limited in 2025, where ASAI entities act as an agent on a commission basis. Under the

arrangements, ASAI NV serves as an outsourced service provider to Turaco and receives a service fee as

compensation.

Other includes a number of small items that are smaller than USD 500K on an individual basis.

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

7. Expected credit loss expense

		2025	2024
	Notes	USD’000	USD’000
ECL on loans and advances to customers	13.3.	(4,011)	(6,934)
ECL on interest receivable		139	(340)
Other ECL expense		(5,468)	(2,696)
Recovery of previously written‑off loans		1,509	3,143
		(7, 831)	(6,827)

The key assumptions applied for the ECL provision and related expense are explained in note 2.5.1.

Other ECL includes loss allowance provided against the off‑book portfolio in India and other receivables.

This also includes an impairment loss of USD 2.9 million which was paid for purchasing securitised notes

linked to the non‑convertible debentures (‘NCDs’) issued by ASA India amounting to USD 11.0 million from

a fund managed by Symbiotics. This investment in NCDs is considered as stage 3 credit impaired;

consequently, the impairment loss is recognised provided that the amount is unlikely to be recovered.

The Group was able to collect a significant amount of previously written off loans, mainly in India.

8. Personnel expenses

Personnel expenses include total base salary expenses and employee pension plans:

		2025	2024
	Notes	USD’000	USD’000
Personnel expenses		(72,343)	(58,337)
Defined contribution plans		(5,418)	(4,416)
Defined benefit plans	8.2.	(2,614)	(2,040)
		(80,375)	(64,793)

8.1. Retirement benefit liability

		2025	2024
	Notes	USD’000	USD’000
Retirement benefit liability
Retirement benefit liability as at beginning of period		6,856	4,838
Payments made during the period		(981)	(836)
Charge for the period	8.2.	2,614	2,040
Actuarial gains and losses on defined benefit liabilities (OCI)		(36)	1,243
Foreign exchange differences		61	(429)
Retirement benefit liability as at end of the period		8,514	6,856

ASA India, ASA Pakistan, Lak Jaya, Pagasa Philippines, ASA Nigeria, ASA Kenya, ASA Uganda, ASA Zambia,

ASA Sierra Leone and AMSL are maintaining defined benefit pension plans in the form of gratuity plans at

retirement, death, incapacitation and termination of employment for eligible employees. The funds for the

plans in ASA Pakistan, Pagasa Philippines, Lak Jaya, ASA Nigeria, ASA Kenya, ASA Uganda, ASA Zambia,

ASA Sierra Leone and AMSL are maintained by the entity itself and no plan assets have been established

separately. The funds for the plan of ASA India are being maintained with Life Insurance Corporation of

India and the entity’s obligation is determined by actuarial valuation. There are no other post‑retirement

benefit plans available to the employees of the Group.

8.2. Charge for the period

	2025	2024
	USD’000	USD’000
Current service cost for the period	(1,299)	(1,353)
Past service cost	(569)	(80)
Interest cost for the period	(746)	(607)
	(2,614)	(2,040)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

8.3. Sensitivity analysis

A quantitative sensitivity analysis for significant assumptions as at 31 December 2025 and 31 December

2024 is shown below.

Assumptions

		Discount rate			Future salary increases
		1%	1%	1%	1%
		increase	decrease	increase	decrease
Sensitivity level	Year	USD’000	USD’000	USD’000	USD’000
Impact on defined benefit obligation	2025	(497)	1,252	1,254	(513)
Impact on defined benefit obligation	2024	(264)	1,209	1,218	(284)

8.4. Share-based payments

Personnel expenses for 2025 includes an amount of USD 421K (2024: USD 709K) against share‑based

payment expenses. Out of USD 421K, expenses related to key management personnel is USD 264K.

In October 2022, July 2023, July 2024, July 2025 and October 2025, the Group granted options (‘Options’)

for 4.4 million ordinary shares of GBP 0.01 each in the Group Company under its LTIP to certain Executive

Directors and other senior staff. The Company’s LTIP is designed to incentivise and retain Directors and

senior staff, along with aligning them with shareholders’ interest to create long‑term value.

The Options will normally vest, subject to continued employment, on the following schedule:

a) 20% each year between the first and fifth anniversaries of the Grant Date; or

b) For Executive Directors only, 60% on the third anniversary and 20% on each of the fourth and fifth

anniversaries of the Grant Date.

To the extent they vest, the Options are exercisable at a price of GBP 0.93, GBP 0.84, GBP 0.82, GBP 1.34

and GBP 1.79 per ordinary share for options granted in 2022, 2023, 2024, July 2025 and October 2025

respectively, being the average share price for the three business days before the Grant Date. The Group

has issued certificates to the participants to the plan. During 2025 a total number of 0.09 million

(2024: 0.56 million) Options lapsed due to staff leaving the Group. Since the grant dates, 1.1 million option

rights have expired because the employees concerned have left the Company.

The fair value of Options granted during the year 2025 was estimated on the Grant Date based on the

Black‑Scholes model using the following assumptions:

Expected volatility (%) 66%, 65%, 65% and 70%

Risk-free interest rate (%) 3.7%, 5.2%, 5.4%, 4.3% and 4.0%

Expected life of share options (years) Ten years

Current share price (£) 1.90

Dividend yield (%) 0%

The weighted average fair value of the Options granted during the 12 months ended 31 December 2025

was GBP 1.15 (2024: GBP 0.69).

The following table illustrates the number and weighted average exercise prices (‘WAEP’) of, and

movements in, share options during the year:

	2025		2024
		WAEP		WAEP
	Number	(in USD)	Number	(in USD)
Outstanding at beginning of the period	2,441,350	1.28	2,137,282	1.27
Granted during the period	877,676	1.32	867,372	1.28
Forfeited during the period		-	-	-
Exercised during the period	(41,440)	1.29	-	-
Expired during the period	(91,465)	1.27	(563,304)	1.27
Outstanding at end of the period	3,186,121	1.29	2,441,350	1.28
Exercisable at end of the period	1,370,356	1.28	892,195	1.28

Vesting of the 278K options granted to the ExCo members during October 2025 are subject to meeting

targets related to the growth in book value of the Company. The Threshold, Target and Stretch targets have

been formulated as a sliding scale:

	3-year growth in book value per share	Maximum % of options vesting
	<10% CAGR (i.e. <33.1% total growth)	0
Threshold	10% CAGR (i.e. 33.1% total growth)	25
Target	15% CAGR (i.e. 52.09% total growth)	50
Stretch	≥20% CAGR (i.e. 72.8% total growth	100

8. Personnel expenses (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

9. Other operating expenses

Other operating expenses includes the following items:

		2025	2024
	Notes	USD’000	USD’000
Administrative expenses	9.1.	(47, 220)	(32,993)
Professional fees	9.2.	(3,709)	(3,215)
Audit fees	9.3.	(1,991)	(2,013)
International travel		(847)	(749)
CSR expenses		(383)	(209)
Other		(544)	(561)
		(54,694)	(39,740)

9.1. Administrative expenses

	2025	2024
	USD’000	USD’000
Transport and representation expenses	(13,396)	(10,320)
Office expenses	(9,693)	(5,867)
Telecommunications and internet expenses	(6,231)	(4,770)
VAT/Output tax/Service tax	(8,413)	(4,736)
Gas, water and electricity	(1,357)	(1,256)
Bank charges	(1,525)	(1,119)
Insurance expenses	(1,303)	(974)
Training and seminar expenses	(646)	(397)
Fines and penalties for tax	(11)	(621)
Entertainment and amusement	(1,132)	(408)
Medical expense	(520)	(251)
Other administrative expenses	(2,993)	(2,274)
	(47,220)	(32,993)

Office expenses increased due to business expansion. Increase in VAT/Output tax/Service tax is due to

growth in related income.

Other administrative expenses includes several small items that are smaller than USD 500K on an

individual basis.

9.2. Professional fees

	2025	2024
	USD’000	USD’000
Legal services fees	(536)	(418)
Other professional fees	(3,173)	(2,797)
	(3,709)	(3,215)

Other professional fees includes fees for various consultants on tax, IT, accounting and actuary

valuation services.

9.3. Audit fees:

	2025	2024
	USD’000	USD’000
Auditor’s remuneration is included within other operating expenses and comprises:
Fees payable to the Company’s auditor for the audit of the Company’s
annual accounts	(1,432)	(1,296)
Fees payable to the Company’s auditor and its associates for other services:
Audit of the accounts of subsidiaries	(301)	(278)
Audit‑related assurance services	(253)	(422)
Other assurance services	(5)	(17)
	(1,991)	(2,013)
Total audit fees	(1,733)	(1,574)
Total non‑audit services	(258)	(439)
Total fees	(1,991)	(2,013)

10. Exchange rate differences

The Group incurred certain foreign exchange losses on monetary assets denominated in currencies other

than the Group’s functional currency.

	2025	2024
	USD’000	USD’000
Foreign currency losses	(6,199)	(7,527)
Foreign currency gains	3,056	6,653
	(3,143)	(874)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

11. Income tax and withholding tax expense

	2025	2024
	USD’000	USD’000
Income tax expense
Income tax for current period	(39,646)	(27,477)
Income tax for previous period	(401)	(2,061)
Changes in deferred income tax	(763)	980
	(40,810)	(28,558)

11.1. Current tax liability

	2025	2024
	USD’000	USD’000
Balance as at beginning of period	14,179	9,326
Tax charge:
Current period	39,646	27,477
Previous period	401	2,061
Tax paid	(38,240)	(24,481)
Foreign exchange adjustment	(1,190)	(204)
Balance as at end of period	14,796	14,179

11.2. Deferred tax assets

	2025	2024
	USD’000	USD’000
Balance as at beginning of period	7, 277	5,769
Addition during the period	(141)	1,998
Impact of hyperinflation for the period	(202)	(52)
Foreign exchange adjustment	37	(438)
Balance as at end of period	6,971	7,277

Deferred tax assets are temporary differences recognised in accordance with local tax regulations and with

reasonable certainty that sufficient future taxable income will be available against which such deferred tax

assets can be realised.

11.3. Deferred tax liability

	2025	2024
	USD’000	USD’000
Balance as at beginning of period	4,635	2,406
Charge during the period	2,565	2,110
Impact of hyperinflation for the period	207	132
Foreign exchange adjustment	92	(13)
Balance as at end of period	7,499	4,635

11.4. Deferred tax relates to:

		2025			2024
	Deferred	Deferred tax	Income	Deferred	Deferred tax	Income
	tax assets	liabilities	statement	tax assets	liabilities	statement
Deferred tax relates to:	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Allowance for ECL	2,514	–	303	1,951	–	832
Provision for retirement liabilities	2,407	–	789	1,544	–	240
Provision on FX loss	600	–	413	184	–	3
Other temporary differences	1,902	371	(1,810)	2,738	(124)	(137)
IFRS 16 Lease	–	854	(295)	–	416	67
Undistributed profit of subsidiary	–	6,056	(1,667)	–	4,388	(2,258)
Modification loss	–	–	–	–	–	–
Impact of hyperinflation	–	218	(395)	–	(27)	(209)
Other comprehensive income/
Revaluation of cash flow hedge	(452)	–	(453)	860	(18)	1,166
	6,971	7,499	(3,115)	7, 277	4,635	(296)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

11.5. Reconciliation of the total tax charge

	2025	2024
	USD’000	USD’000
Accounting result before tax	103,924	63,535
Income tax expense at nominal rate of consolidated entities	(33,832)	(20,967)
(Under) provision for income tax of previous period	(401)	(2,061)
Movement in unrecognised deferred taxes	(5,035)	(3,410)
Exempt income	115	294
Tax impact on elimination	528	528
Impact for hyperinflation	(689)	(1,572)
Permanent differences (non‑deductible expenses)	(1,496)	(1,370)
Total income tax expense for the period	(40,810)	(28,558)
Weighted average nominal rate of consolidated entities	33%	33%
Consolidated effective tax rate (without withholding taxes)	39%	45%

11.6. Income tax per region

	2025	2024
	USD’000	USD’000
Corporate income tax – West Africa	(17,754)	(8,794)
Corporate income tax – South Asia	(9,362)	(8,650)
Corporate income tax – East Africa	(12,425)	(9,127)
Corporate income tax – South East Asia	(1,192)	(1,926)
Corporate income tax – Holding and other non‑operating entities	(77)	(61)
Total income tax per region	(40,810)	(28,558)

11.7. Withholding tax expense

	2025	2024
	USD’000	USD’000
Withholding tax on interest income, dividend, royalties and service fees	(1,697)	(1,521)
Deferred tax on undistributed dividend	(4,884)	(4,923)
Total withholding tax expense	(6,581)	(6,444)

Interest income, dividends, royalties and service fees are subject to withholding tax in certain jurisdictions.

The applicable withholding tax rates vary per country and per type of income.

12. Cash at bank and in hand

	2025	2024
	USD’000	USD’000
Cash at bank	107,141	78,906
Cash in hand	280	239
	107,421	79,145

An amount of USD 28.4 million (2024: USD 28.9 million) of cash at bank is restricted and cannot be readily

available. Of this, USD 19.2 million (2024: USD 18.4 million) in the Philippines is restricted as per the

Securities and Exchange Commission (‘SEC’) regulations as it relates to LCBU, the collection of security

collateral from clients of a lending company. LCBU is placed into a segregated account. In Tanzania

USD 9.2 million (2024: USD 10.5 million) is restricted and maintained in a separate account as per the Bank

of Tanzania’s requirement for non‑deposit‑taking MFIs as it relates to security deposits from the clients.

11. Income tax and withholding tax expense (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

13. Loans and advances to customers

		2025	2024
	Notes	USD’000	USD’000
Loans and advances to customers at amortised cost	13.1.	574,365	409,910
Loans and advances to customers at FVTPL		–	67
		574,365	409,977

13.1. Loans and advances to customers at amortised cost

Loans and advances to customers are net of allowance for ECL.

		2025	2024
	Notes	USD’000	USD’000
Gross loan portfolio	13.2.	581,563	420,355
Interest receivable on loans to customers		12,035	7, 294
Unamortised processing fee		(10,670)	(7,617)
Gross loans		582,927	420,032
Allowance for expected credit loss	13.3.	(8,563)	(10,122)
Net loan portfolio		574,365	409,910

13.2. Gross loan portfolio

As of 31 December 2025, the gross loan portfolio amounts to USD 581.6 million (31 December

2024: USD 420.4 million). Interest receivable on loans to customers is realisable in line with the loan

repayment schedules.

ASA India operates a BC model with IDFC, JSFB, Ujjivan and ESAF. ASA India operates as an agent,

whereby ASA India selects borrowers based on the selection criteria of the BC partner. After approval of

the selected borrowers, the BC partners disburse the loans through ASA India and ASA India collects the

interest and repayments from the borrowers on behalf of the BC partners. In exchange for these services,

ASA India receives service fees and processing fees.

The loans to borrowers of IDFC, JSFB, Ujjivan and ESAF and related funding are not recognised on the

balance sheet since the loan agreements are made between the partners and the borrowers. In the case of

IDFC and ESAF, ASA India has a limited liability for the non‑performing loans under this agreement. The

service fees received are reported under ‘Other operating income’ in note 6.

Under the agreements with the BC partners, ASA India is liable for payment of non‑performing loans,

which is regarded as a financial guarantee. This liability for BC partners is reported under ‘Provisions’ in

note 28. This liability is based on the Group’s ECL policy as explained in note 2.5.3, taking into account any

limits in the liability towards the BC partners, because it is the best estimate for the expected outflow of

cash at reporting date. The related expense is reported under credit loss expenses in note 7 .

ASA India provided security deposits to the BC partners as collateral for the financial guarantees provided.

These security deposits are reported under ‘Due from banks’ in note 14. Other receivables and payables

related to the BC model are reported under ‘Other assets’ and ‘Other liabilities’. More information is

available in note 2.5.

ASA India entered into DA agreement with the SBI. Under the agreement the entity transferred a pool of

its loans to customers amounting to USD 16.5 million to the SBI against a purchase consideration of

USD 14 million which is 85% of the loan portfolio. 15% is retained by ASA India as the Minimum Retention

Rate (‘MRR’) as per the guidance of the RBI. ASA India will continue to collect the instalments from all the

borrowers and transfer the amount to the SBI where the SBI will retain collections from 85% of the clients

and adjust that with the purchase consideration (borrowings) and repay collections from 15% of the

customers to ASA India. The 85% of the pool is hence not recognised in the books of ASA India as the

Company transferred all significant risks and rewards of such loans to the SBI.

The outstanding loans to borrowers under the BC model and DA model which are not recognised on the

balance sheet at 31 December 2025 amounted to USD 28.8 million and USD 632K respectively

(2024: USD 37.3 million and USD 717K).

13.3. Allowance for ECL

		2025	2024
	Notes	USD’000	USD’000
Balance as at beginning of the period		(10,122)	(6,912)
ECL charge on loans and advances	7.	(4,011)	(6,934)
ECL charge on interest receivable		139	(340)
Write-off of loans and interest		5,412	3,478
Adjustment for interest on stage 3 loans		(574)	(348)
Exchange rate differences		593	934
Balance at end of the period		(8,563)	(10,122)

The key assumptions applied for the ECL provision are explained in note 2.5.1.

13.4. The breakdown of the allowance for ECL is as follows:

	2025	2024
	USD’000	USD’000
ECL on loans and advances	(7,930)	(9,571)
ECL on interest receivable	(633)	(551)
	(8,563)	(10,122)

ECL provision has been increased mainly due to the increase of the portfolio.

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

13.5. The following tables explain the movement of gross OLP and Interest receivable and related provisions in stages.

		Stage 1				Stage 2				Stage 3				Total
		USD’000				USD’000				USD’000				USD’000
	Gross	Interest			Gross	Interest			Gross	Interest			Gross	Interest
	OLP	receivable	Total	ECL	OLP	receivable	Total	ECL	OLP	receivable	Total	ECL	OLP	receivable	Total	ECL
At 1 January 2025	408,865	6,465	415,330	(2,207)	2,501	224	2,725	(15)	8,989	605	9,594	(7,900)	420,355	7, 294	427,649	(10,122)
New assets originated	1,488,495	–	1,488,495	–	–	–	–	–	–	–	–	–	1,488,495	–	1,488,495	–
Interest revenue	–	237,375	237,375	–	–	6,394	6,394	–	–	20,953	20,953	(574)	–	264,722	264,722	(574)
Collections	(1,336,892)	(231,747)	(1,568,639)	–	(1,881)	(6,531)	(8,412)	–	(7,159)	(21,338)	(28,497)	–	(1,345,932)	(259,616)	(1,605,548)	–
ECL (charges)/releases	–	–	–	(1,179)	–	–	–	9	–	–	–	(2,702)	–	–	–	(3,872)
Transfers:	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Stage 1 to stage 2	(3,359)	(243)	(3,602)	19	3,359	243	3,602	(19)	–	–	–	–	–	–	–	–
Stage 1 to stage 3	(11,994)	(982)	(12,976)	69	–	–	–	–	11,994	982	12,976	(69)	–	–	–	–
Stage 2 to stage 1	1	–	1	–	(1)	–	(1)	–	–	–	–	–	–	–	–	–
Stage 2 to stage 3	–	–	–	–	(619)	(87)	(706)	4	619	87	706	(4)	–	–	–	–
Stage 3 to stage 1	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Stage 3 to stage 2	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Write-off	–	–	–	–	–	–	–	–	(5,047)	(365)	(5,412)	5,412	(5,047)	(365)	(5,412)	5,412
FX impact	23,698	–	23,698	214	213	–	213	1	(219)	–	(219)	378	23,692	–	23,692	593
At 31 December 2025	568,814	10,868	579,682	(3,084)	3,572	243	3,815	(20)	9,177	924	10,101	(5,459)	581,563	12,035	593,598	(8,563)
At 1 January 2024	296,875	4,127	301,002	(1,540)	1,911	156	2,067	(12)	6,462	181	6,643	(5,360)	305,248	4,464	309,712	(6,912)
New assets originated	1,079,502	–	1,079,502	–	–	–	–	–	–	–	–	–	1,079,502	–	1,079,502	–
Interest revenue	–	169,120	169,120	–	–	6,079	6,079	–	–	12,573	12,573	(348)	–	187,772	187,772	(348)
Collections	(944,794)	(165,890)	(1,110,684)	–	(1,180)	(6,148)	(7,328)	–	(4,584)	(12,596)	(17,180)	–	(950,558)	(184,634)	(1,135,192)	–
ECL (charges)/releases	–	–	–	(912)	–	–	–	9	–	–	–	(6,371)	–	–	–	(7,274)
Transfers:	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–	–
Stage 1 to stage 2	(2,614)	(223)	(2,837)	15	2,614	223	2,837	(15)	–	–	–	–	–	–	–	–
Stage 1 to stage 3	(10,168)	(669)	(10,837)	55	–	–	–	–	10,168	669	10,837	(55)	–	–	–	–
Stage 2 to stage 1	56	–	56	–	(56)	–	(56)	–	–	–	–	–	–	–	–	–
Stage 2 to stage 3	–	–	–	–	(668)	(86)	(754)	4	668	86	754	(4)	–	–	–	–
Stage 3 to stage 1	34	–	34	(28)	–	–	–	–	(34)	–	(34)	28	–	–	–	–
Stage 3 to stage 2	–	–	–	–	3	–	3	(2)	(3)	–	(3)	2	–	–	–	–
Write-off	–	–	–	–	–	–	–	–	(3,170)	(308)	(3,478)	3,478	(3,170)	(308)	(3,478)	3,478
FX impact	(10,026)	–	(10,026)	203	(123)	–	(123)	1	(518)	–	(518)	730	(10,667)	–	(10,667)	934
At 31 December 2024	408,865	6,465	415,330	(2,207)	2,501	224	2,725	(15)	8,989	605	9,594	(7,90 0)	420,355	7,294	427,649	(10,122)

13. Loans and advances to customers (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

14. Due from banks

		2025	2024
	Notes	USD’000	USD’000
Due from banks		43,120	29,263
		43,120	29,263

Due from banks includes term deposits in different banks.

15. Equity investments at FVOCI

	2025	2024
	USD’000	USD’000
MFX Solutions, LLC
Balance at the beginning of the period	315	273
Gain on revaluation through OCI	55	42
Balance at the end of the period	370	315

The Group purchased 153,315 shares of MFX Solutions, LLC USA on 7 April 2017. This represents 1% of

the total number of issued shares of 15,331,330. The purchase price per share was USD 1.3045. These

unlisted equity investments were irrevocably designated at initial recognition as held at FVOCI. Their fair

value has been classified as Level 2. The valuation technique used to assess the fair value is the book value

of MFX Solutions.

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

16. Property and equipment

Property and equipment consists of land and buildings, office furniture and equipment. Depreciation policies are described in detail in the accounting policies. The movements are as follows:

			2025					2024
			Office					Office
	Furniture		equipment			Furniture		equipment
	and fixtures	Vehicles	including IT	Buildings	Total	and fixtures	Vehicles	including IT	Buildings	Total
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Cost at the beginning of the period	1,659	394	11,026	3,204	16,283	1,395	346	10,180	3,266	15,187
Accumulated depreciation at the beginning of the period	(1,066)	(263)	(8,129)	(178)	(9,636)	(935)	(214)	(7,114)	(159)	(8,422)
Carrying value at the beginning of the period	593	131	2,897	3,026	6,647	460	132	3,066	3,107	6,765
Impact of IAS 29 (hyperinflation)	32	10	141	767	950	25	11	142	294	472
Adjusted balance at the beginning of period	625	141	3,038	3,793	7, 597	485	143	3,208	3,401	7, 237
Additions during the period at cost	533	845	4,798	(3,274)	2,902	325	60	1,355	483	2,223
Foreign currency adjustment	129	44	580	1,263	2,016	(58)	(12)	(440)	(545)	(1,055)
Disposal during the period	–	(8)	(15)	–	(23)	(3)	–	(69)	–	(72)
Depreciation during the period	(302)	(158)	(2,046)	(31)	(2,537)	(184)	(55)	(1,650)	(26)	(1,915)
Adjustment of depreciation for disposals	3	35	1,131	–	1,169	(4)	4	156	–	156
Impact of hyperinflation for the period	(1)	(5)	1	–	(5)	7	(1)	(1)	473	478
Foreign currency differences	(86)	(28)	(507)	3	(618)	57	2	479	7	545
Carrying value at the end of the period	901	866	6,980	1,754	10,501	625	141	3,038	3,793	7, 597
Cost at the end of the period	2,321	1,275	16,389	1,193	21,178	1,659	394	11,026	3,204	16,283
Accumulated depreciation at the end of the period	(1,451)	(414)	(9,551)	(206)	(11,622)	(1,066)	(263)	(8,129)	(178)	(9,636)
Impact of IAS 29 (hyperinflation)	31	5	142	767	945	32	10	141	767	950
Carrying value at the end of the period	901	866	6,980	1,754	10,501	625	141	3,038	3,793	7, 597

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

17. ROU assets and lease liabilities

	2025	2024
	USD’000	USD’000
ROU assets at the beginning of the period	5,372	4,785
Additions during the period	7,950	3,616
Depreciation during the period	(4,442)	(3,710)
Impact of hyperinflation for the period	251	(17)
Exchange rate differences	247	698
ROU assets at the end of the period	9,378	5,372

	2025	2024
	USD’000	USD’000
Lease liabilities at the beginning of the period	3,925	3,272
Interest expense of lease liabilities	533	479
Additions on lease liabilities during the period	7,950	3,616
Payment of lease liabilities	(8,371)	(3,916)
Exchange rate differences	552	474
Lease liabilities at the end of the period	4,589	3,925

The Group recognises leased office premises under ROU assets.

Between January and December 2025, the Group entered into 1,257 new contracts and renewal contracts

(2024: 1,243). This excludes the new/renewal contracts of Ghana, Nigeria and Tanzania as they have fully

prepaid contracts and are not impacted by IBRs.

18. Other assets

		2025	2024
	Notes	USD’000	USD’000
Receivables from related parties	18.1.	2,756	1,858
Prepayments		4,948	3,907
Employee advances		4,430	2,844
Advance income tax		11,621	6,884
Security deposit		381	310
Receivables under off‑book BC model (ASA India)		175	399
Insurance claim receivable		432	317
Interest receivable on due from banks		1,146	873
Other receivables	18.2.	3,089	1,394
		28,978	18,786

Prepayments and employee advances are in line with security against housing contracts, funding

agreements and employee receivables. Advance income tax will be set off against current tax payable after

completion of the tax assessment.

18.1. Receivables from related parties

	2025	2024
	USD’000	USD’000
CMI	–	58
Sequoia BV	20	65
MBA Philippines	783	709
CMII	30	–
Catalyst Investment Management services	1	27
ASAIG plc EBT	1,922	972
Catalyst Continuity	–	18
Continuity EBT Ltd.	–	9
	2,756	1,858

The receivables from related parties are short term in nature and do not accrue interest.

18.2. Other receivables

Other receivables includes various advances in relation to employee’s insurance, receivable from VAT and

service tax authorities etc. Individually none of the advances are over USD 500K.

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

19. Derivatives

	2025	2024
	USD’000	USD’000
Forward contracts	304	–
Swap agreements	146	258
Derivative assets total	450	258
Forward contracts	(2,307)	(1,869)
Swap agreements	(861)	(1,383)
Derivative liabilities total	(3,168)	(3,252)
Total derivatives at fair value	(2,718)	(2,994)

19.1. The Group is holding the following foreign exchange forward contracts:

			Maturity
	<30 days	1–3 months	3–12 months	>12 months	Total
As of 31 December 2025	USD’000	USD’000	USD’000	USD’000	USD’000
Pakistan
Notional amount (in USD)	–	–	38,000	–	38,000
Average forward rate (USD/PKR)	–	–	299	–	299
Carrying amount (in USD)	–	–	(251)	–	(251)
Tanzania
Notional amount (in USD)	500	–	4,500	–	5,000
Average forward rate (USD/TZS)	2,843	–	2,978	–	2,955
Carrying amount (in USD)	(81)	–	(584)	–	(665)
Sierra Leone
Notional amount (in USD)	500	–	1,000	1,300	2,800
Average forward rate (USD/SLE)	27	–	31	30	28
Carrying amount (in USD)	(85)	–	(278)	45	(318)
Zambia
Notional amount (in USD)	250	–	1,000	850	2,100
Average forward rate (USD/ZMW)	31	–	33	31	32
Carrying amount (in USD)	(99)	–	(393)	(145)	(637)
Uganda
Notional amount (in USD)	–	–	2,666	4,332	6,998
Average forward rate (USD/KES)	–	–	3,865	4,033	3,940
Carrying amount (in USD)	–	–	(78)	(100)	(178)
ASAI NV
Notional amount (in USD)	–	–	919	–	919
Average forward rate (USD/INR)	–	–	92	–	92
Carrying amount (in USD)	–	–	6	–	6
Philippines
Notional amount (in USD)	–	–	–	5,000	5,000
Average forward rate (USD/PHP)	–	–	–	61	61
Carrying amount (in USD)	–	–	–	41	41

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

			Maturity
	<30 days	1–3 months	3–12 months	>12 months	Total
As of 31 December 2024	USD’000	USD’000	USD’000	USD’000	USD’000
Pakistan
Notional amount (in USD)	–	519	21,500	–	22,019
Average forward rate (USD/PKR)	–	324	310	–	312
Carrying amount (in USD)	–	(74)	(1,551)	–	(1,625)
Sierra Leone
Notional amount (in USD)	–	–	–	1,000	1,000
Average forward rate (USD/SLE)	–	–	–	31	31
Carrying amount (in USD)	–	–	–	(127)	(127)
Zambia
Notional amount (in USD)	–	–	750	500	1,250
Average forward rate (USD/ZMW)	–	–	30	35	32
Carrying amount (in USD)	–	–	(17)	(42)	(59)
Kenya
Notional amount (in USD)	–	–	1,000	–	1,000
Average forward rate (USD/KES)	–	–	144	–	144
Carrying amount (in USD)	–	–	(28)	–	(28)
ASAI NV
Notional amount (in USD)	–	–	–	965	965
Average forward rate (USD/INR)	–	–	–	92	92
Carrying amount (in USD)	–	–	–	(30)	(30)

Please see note 36 and 37 for more information.

19.2. The Group also holds the below swap contracts:

		2025	2024
		USD’000	USD’000
Cross‑currency interest rate swap	Notional value	18,507	17,031
	Carrying value	(715)	(1,125)

At 31 December 2025, the Group had ten cross‑currency interest rate swap agreements in place.

ASA Sierra Leone has a swap agreement with a notional amount of USD 1.0 million. The entity entered into

this contract on 30 October 2024 where ASA Sierra Leone pays a fixed rate of interest of 23.57% in SLE

and receives interest at a fixed rate of 8.5% in USD notional amount.

ASA Kenya also has nine swap agreements in place. A swap agreement with notional amount of

USD 2 million where ASA Kenya pays at a fixed interest rate of 17.90% in KES and receives at 6.25% in USD

notional amount. A swap agreement of USD 3 million where ASA Kenya pays at 20.95% in KES and receives

at 7.5% in USD. A swap agreement of USD 2 million where ASA Kenya pays at 19.35% in KES and receives

at 7.5% in USD. A swap agreement of USD 3 million where ASA Kenya pays at 21.25% in KES and receives

at 7.5% in USD. ASA Kenya has another swap agreement of USD 1 million. ASA Kenya’s swap arrangements

also include a swap of EUR 1.5 million where ASA Kenya pays at a fixed interest rate of 17.85% in KES and

receives at 5% in EUR notional amount. During 2025, ASA Kenya entered in more three swap contracts of

USD 2 million (where ASA Kenya pays at 16.90% in KES and receives at 7.5% in USD), USD 2 million (where

ASA Kenya pays at 15.95% in KES and receives at 7.5% in USD) and USD 3 million (where ASA Kenya pays

at 16.60% in KES and receives at 7.5% in USD).

The swaps are being used to hedge the exposure to changes in the cash flow of its interest on USD and EU

loans.

Observable market data is used for the valuation of the derivative contracts. The applied valuation

techniques include forward pricing and swap models, using present value calculations by estimating future

cash flows using future exchange rates and discounting them with the appropriate interest rate curves.

These derivative contracts are classified as Level 2 financial instruments.

19. Derivatives (continued)

19.1. The Group is holding the following foreign exchange forward contracts: (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

20. Intangible assets

	2025	2024
	USD’000	USD’000
Balance as at beginning of the period	10,512	7,340
Additions	4,294	3,918
Amortisation	(1,330)	(857)
Impact of hyperinflation for the period	301	332
Exchange rate differences	1,774	(221)
Balance at end of the period	15, 551	10,512

Addition of intangible assets includes the development and implementation costs for the project to develop

a digital financial services (‘DFS’) platform. The implementation was completed in Ghana and is currently in

progress in Tanzania.

For the introduction of current accounts and savings and deposits accounts and other digital services to the

clients, the Group decided to add a CBS to its IT infrastructure. The Group procured a ten‑year licence to

the Temenos Financial Inclusion suite, which is an off‑the‑shelf CBS system. In 2024, clients in Pakistan

were migrated from the incumbent loan system to the Temenos Core Banking System. Implementation of

the CBS in Ghana alongside the DFS (excluding client app) was completed in 2025 and Tanzania is in

progress.

Following the successful implementation of Temenos Transact (T24) in Pakistan and Ghana, the Group

negotiated an additional agreement with Temenos Headquarters S.A. which was signed on 24 December

2025. The contract has been extended to 2035 to ensure stability in our CBS cost base and to facilitate the

expected client growth over the next ten years.

Total spent during the year against DFS and CBS are as follows:

		2025	USD’000		2024	USD’000
		Charged to			Charged to
Particulars	Capitalised	P&L	Total	Capitalised	P&L	Total
Development fees	1,164	–	1,164	828	–	828
Licence fees	1,770	384	2,154	697	384	1,081
Implementation cost	851	–	851	2,004	39	2,043
Consultancy	1	–	1	17	–	17
Salary and travelling	508	–	508	372	16	388
	4,294	384	4,678	3,918	439	4,357

21. Issued capital

ASA International Group plc 100 million shares of GBP 0.01 each.

No movements in issued capital during 2025 and 2024.

	2025	2024
	USD’000	USD’000
ASA International Group plc 100 million shares of GBP 0.01 each	1,310	1,310
	1,310	1,310

22. Retained earnings

Total retained earnings are calculated as follows:

	2025	2024
	USD’000	USD’000
Balance at the beginning of the period	212,102	185,864
Dividend	(8,728)	(2,952)
Transferred to NCI and others	(33)	(59)
Result for the period	57,092	29,249
Balance at the end of the period	260,433	212,102
Profit for the period
Attributable to equity holders of the parent	57,092	29,249
Non-controlling interest	(559)	(716)
	56,533	28,533

Part of retained earnings relates to Non-governmental Organisations (‘NGOs’) which are consolidated in

these financial statements. The retained earnings of these NGOs cannot be distributed to their respective

members. Retained earnings relating to NGOs amounted to USD 2.3 million at 31 December 2025

(2024: USD 2.3 million).

ASA S&L, ASA India, ASA Nigeria have statutory requirements to add a percentage of the net profits to a

legal reserve. Therefore, part of retained earnings cannot be distributed to shareholders. Retained earnings

relating to these legal reserves amounted to USD 38.7 million in December 2025 (2024: USD 24.8 million).

A dividend of USD 8.7 million (including an interim dividend of USD 4.7 million) was declared and paid out

in 2025 (2024: USD 3.0 million).

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

23. Other reserves

Total other reserves are calculated as follows:

		2025	2024
	Notes	USD’000	USD’000
Balance at the beginning of the period		1,371	2,758
Actuarial gains and losses on defined benefit liabilities	8.1.	36	(1,243)
Share-based payments		421	709
Movement in hedge accounting reserve		1,453	(2,160)
Gain on revaluation of MFX investment	15.	55	42
Tax on OCI and others		(452)	1,265
Balance at the end of the period		2,884	1,371

Tax on OCI and others includes USD – 452K (2024: USD 1.2 million) of tax on OCI.

24. Foreign currency translation reserve

The translation of the Company’s subsidiaries and overseas branches from local currency into the Group’s

presentation currency (USD) results in the following currency translation differences that reduces overall

equity and total comprehensive income:

	2025	2024
	USD’000	USD’000
Balance at the beginning of the period	(116,311)	(111,998)
Translation of assets and liabilities of subsidiaries to USD	15,944	(4,313)
Balance at the end of the period	(100,367)	(116,311)

The country‑wise breakdown of the translation adjustment is as follows:

	2025	2024
	USD’000	USD’000
Ghana	15,767	(1,087)
Pakistan	(206)	138
Nigeria	581	(5,819)
Sri Lanka	(70)	126
Philippines	(200)	(559)
Sierra Leone	55	127
Kenya	24	1,524
Rwanda	(79)	(144)
Zambia	565	(163)
Tanzania	(103)	889
Others	(391)	655
	15,944	(4,313)

25. Debt issued and other borrowed funds

		2025	2024
	Notes	USD’000	USD’000
Debt issued and other borrowed funds by operating subsidiaries	25.1.	346,852	249,804
Symbiotics‑managed funds (ASAI NV)	25.2.	6,000	1,500
Oikocredit (ASAI NV)	25.3.	2,500	5,000
BIO (ASAIH)	25.4.	5,000	10,000
OeEB (ASAI NV/ASAIH)	25.5.	15,000	16,875
Ninety one (ASAI NV)	25.6.	5,000	10,000
responsAbility‑managed funds (ASAI NV)	25.7.	–	4,500
DFC (ASAI NV)	25.8.	15,000	15,000
FMO (ASAI NV)	25.9.	12,000	–
Ineco Bank	25.10.	5,000	–
Interest payable on third-party loans		11,611	8,171
		423,963	320,850

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

25.1. Breakdown of borrowings by operating subsidiaries are shown below:

	2025	2024
	USD’000	USD’000
ASA India	13,110	14,764
PPFC	52,426	53,334
ASA Pakistan	98,787	48,554
ASA Tanzania	72,089	59,225
ASA Kenya	50,517	44,427
ASA S&L	28,550	6,209
ASA Myanmar	2,505	8,576
ASA Uganda	21,843	8,717
Lak Jaya	2,750	2,176
Others	4,275	3,822
	346,852	249,804

Most of the loan agreements are subject to covenant clauses, whereby the subsidiary is required to meet

certain key financial ratios. Some subsidiaries did not fulfil some of the ratios as required in agreements. As

of 31 December 2025, out of the total outstanding debt of USD 412.4 million (2024: USD 312.7 million),

the balance for credit lines with breached covenants that did not have waivers amounted to USD 4.8 million

(2024: USD 11.3 million). Waivers have been received subsequently for USD 0.6 million

(2024: USD 0.7 million), but for a period of less than 12 months going forward. Additionally, a breach of

USD 3.5 million as of 31 December 2025 was resolved subsequently. Due to these breaches of covenant

clauses, the lenders are contractually entitled to request for immediate repayment of the outstanding loan

amounts. The outstanding balance is presented as on demand as at 31 December 2025. The lenders have

not requested any early repayment of loans as of the date when these financial statements were approved

by the Board of Directors. Substantial growth of debt issued and borrowed funds in ASA Pakistan, ASA

Tanzania, ASA S&L and ASA Kenya is mainly due to the business expansion.

25.2. Symbiotics-managed funds (ASAI NV)

In December 2023, ASAI NV entered into a loan agreement with an investment fund managed by

Symbiotics Sicav (Lux) under which it received a loan of USD 1.50 million at 9% per annum. This loan was

repaid within 2025. ASAIH is a guarantor for this loan.

In September 2025, ASAI NV entered into a USD 6 million loan agreement with an investment fund

managed by Symbiotics SA. The full amount of USD 6 million was disbursed in September 2025 and bears

interest at 8.75% per annum, with interest payable semi‑annually. The facility has a tenor of three years and

is repayable in two equal instalments. ASAIH acts as guarantor in respect of this loan.

25.3. Oikocredit (ASAI NV)

On 3 September 2024, ASAI NV entered into a loan agreement with Oikocredit for a USD 10 million credit

facility. The facility has a final maturity of 60 months, with each disbursement repayable within 24 months

from the respective drawdown date. The loan bears interest at a rate of six‑month SOFR plus a margin of

3.25% per annum.

25.4. BIO (ASAIH)

ASAIH entered into a USD 10.0 million subordinated loan agreement with Belgian Investment Company for

Developing Countries SA/NV (‘BIO’) in December 2019. The facility has a tenor of seven years and is

repayable in four equal instalments. As at December 2025, two instalments have been paid. Interest

amounts to six‑month SOFR plus 5.9% margin per annum with an adjustment spread of 0.42826%.

25.5. OeEB (ASAIH/ ASAI NV)

ASAIH entered into a USD 15.0 million loan agreement with Oesterreichische Entwicklungsbank Ag

(‘OeEB’) in March 2020 of which USD 10 million is drawn up to June 2020. The loan was fully repaid in

eight equal instalments by 2025. Interest amounts to six‑month SOFR plus 3.5% margin per annum with an

adjustment spread of 0.42826%. ASAI NV is also a co‑borrower of the loan.

ASAI NV entered into another USD 15.0 million loan agreement with Oesterreichische Entwicklungsbank

Ag (‘OeEB’) in July 2024. The loan is repayable in eight equal instalments and the term of this loan is five

years. Interest amounts to six‑month SOFR plus 3.5% margin per annum. ASAI NV is also a co‑borrower of

the loan.

25.6. Ninety one (ASAI NV)

ASAI NV entered into a USD 10.0 million loan agreement with Ninety one Proprietary Limited in October

2022. The loan is repayable in four equal instalments and the term of this loan is four years. Interest

amounts to three‑month SOFR plus 5.5% per annum. ASAIH is also a co‑borrower of the loan.

25.7. responsAbility managed fund (ASAI NV)

ASAI NV entered into a USD 5 million loan agreement with the responsAbility Managed Fund and received

the proceeds in March 2023. Subsequently, an additional USD 3 million loan agreement was executed in

December 2023. All scheduled instalments under both facilities were repaid in the ordinary course of

business by 2025.The loans carried interest at a rate of three‑month SOFR plus a margin of 5.50% per

annum. ASAIH acted as a co‑borrower in respect of these loan facilities.

25.8. DFC (ASAI NV)

ASAI NV entered into a USD 15.0 million loan agreement with United States International Development

Finance Corporation (‘DFC’) in September 2023 of which USD 15.0 million is drawn up to December 2024.

The loan is repayable in four equal instalments and the term of this loan is five years. Interest amounts to

6% per annum. ASAIH is also a co‑borrower of the loan.

25. Debt issued and other borrowed funds (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

25.9. FMO (ASAI NV)

ASAI NV entered into a USD 15 million loan agreement with NEDERLANDSE FINANCIERINGS‑

MAATSCHAPPIJ voor ONTWIKKELINGSLANDEN N.V (‘FMO’) in March 2025, of which USD 12 million is

drawn up to December 2025. The loan is repayable in six equal instalments and the term of this loan is five

years. Interest on the loans is six‑month SOFR plus 3.50% margin per annum. ASAIH is also a co‑borrower

of the loan.

25.10. Ineco Bank (ASAI NV)

In December 2025, ASAI NV obtained a USD 5 million term loan from Ineco Bank, with the entire facility

utilised upon inception. The loan matures three years from the drawdown date and carries interest at 7.6%

per annum, payable every six months. ASAIH is jointly liable as co‑borrower in respect of this facility.

25.11. Debt issued and borrowed funds linked with covenants

The Group has number of lenders and various covenants were agreed. The main covenants include capital

adequacy ratio (‘CAR’), liquidity ratio, cost‑to‑income ratio, solvency ratio, loan portfolio quality ratio, debt

to equity ratio, return on assets (‘ROA’), current ratio etc. As at 31 December 2025, 79.3% (2024: 61.6%)

of outstanding debts are linked with covenants.

	2025	2024
	USD’000	USD’000
Principal outstanding debt issued and borrowed funds	412,352	312,679
Principal outstanding debt issued and borrowed funds linked with covenants	326,964	192,472
% of debts linked with covenants	79.3%	61.6%

As of 31 December 2025, the Group has USD 5.4 million (2024: USD 28.2 million) of debts with

covenant breaches, of which the waiver received within the reporting date amounting to USD nil

(2024: USD 16.9 million). The Group also received waivers of USD 0.6 million (2024: USD 0.7 million)

after the balance sheet date. A breach of USD 3.5 million as of 31 December 2025 was also resolved

subsequently. For further information regarding compliance with covenants after the balance sheet date,

refer to 2.1.1.

26. Due to customers

Clients of the Company’s subsidiaries contribute to a ‘security deposit fund’. These deposits can be

withdrawn partly by clients but not in the full amount unless the client has fully repaid the outstanding loan

balance.

	2025	2024
	USD’000	USD’000
Clients’ security deposits	114,062	74,470
Clients’ voluntary savings	22,608	15,668
Interest payable on deposits and savings	91	33
	136,761	90,171

Clients can deposit voluntary savings in Ghana, Nigeria, Rwanda and Myanmar. The rate of interest on

clients’ security deposits and clients’ voluntary savings amount to 8% in ASA Ghana and 7% in ASA Nigeria.

In ASA Myanmar, the interest rate on voluntary savings is 10% and for compulsory savings 14%. ASA

Rwanda provides 6% interest on voluntary savings.

25. Debt issued and other borrowed funds (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

27. Other liabilities

Other liabilities are as follows:

		2025	2024
	Notes	USD’000	USD’000
Taxes payable, other than corporate income tax		9,649	7,722
Security deposits		2,969	2,552
Other deposits		727	604
Deferred income		1,191	–
Amount due to employees		3,822	2,594
Accrued expenses		2,113	919
Accrued audit fees		1,559	1,432
Amounts due to related parties	27.1.	1,377	77
Liabilities under off‑book BC model (ASA India)		6,057	4,943
Industrial training fund		22	21
Payable to Temenos		–	697
Social welfare fund		455	548
Other liabilities	27.2.	4,738	3,830
		34,679	25,939

Security deposits mainly relate to deposits taken from employees as a form of security. Other deposits

relate to various smaller deposits in different countries.

Liabilities under on‑book and off‑book BC model includes amounts collected from BC clients but yet not

transferred to the BC partners.

27.1. Amounts due to related parties

	2025	2024
	USD’000	USD’000
Sequoia BV	3	4
MBA Philippines	1,373	66
CMI	1	1
CMIC	–	6
	1,377	77

27.2. Other sundry liabilities

Other liabilities include various smaller accruals and provisions for various entities in the Company.

28. Provisions

	2025	2024
	USD’000	USD’000
Provision for off‑book BC model portfolio (ASA India)	1,290	2,204
	1,290	2,204

This includes ECL provision against the off‑book BC portfolio in India. For details on the Group’s ECL policy

see note 2.5.1.

29. Additional cash flow information

29.1. Changes in operating assets

	2025	2024
	USD’000	USD’000
Loans and advances to customers	(153,939)	(100,793)
Movement in due from banks	(13,254)	13,113
Movement in ROU assets	(7,950)	(3,616)
Other assets excluding income tax advances	(6,529)	(1,067)
	(181,672)	(92,363)

29.2. Changes in operating liabilities

	2025	2024
	USD’000	USD’000
Due to customers	34,221	19,627
Other liabilities	(276)	(14,595)
Retirement benefit	(981)	(836)
Movement in lease liability	7,950	3,616
Movement in provisions	(914)	776
	40,000	8,588

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

29.3. Non-cash items

	2025	2024
	USD’000	USD’000
Depreciation on:
Property and equipment	2,537	1,915
Intangible assets	1,330	857
ROU assets	4,442	3,710
Interest expense on lease liability	533	479
Credit loss expense	7,831	6,827
Write-off of portfolio	5,412	3,478
Fair value movement of forward contracts	1,177	3,206
Share-based payments	421	709
Charge against defined benefit plan	2,614	2,040
Foreign exchange result	3,143	874
Loss on net monetary position	1,863	5,401
	31,303	29,496

30. Risk management

30.1 General

The Group continuously enhances its risk management framework to keep pace with emerging challenges

and to support the long‑term stability of the institution. Operating in the microfinance sector, the Group

maintains a cautious and consistent strategy for managing risks. Its risk culture is driven by its fundamental

values, shared beliefs, collective knowledge, and overall awareness of risk throughout its various

operations. The Group assesses its risk environment by identifying and analysing both quantitative and

qualitative risks, which are then integrated into its management practices and decision‑making processes.

30.2 Risk management structure

ASA International has established a comprehensive and structured risk management framework to ensure

the effective identification, assessment, mitigation, and monitoring of risks across its operations. This

framework supports the Group’s goal of maintaining financial stability, operational efficiency, and strong

governance as a microfinance institution operating in emerging markets. At both the Group and the

subsidiary levels, the risk management unit plays a central role in identifying both existing and emerging

risks on an ongoing basis. This unit works closely with risk owners to implement mitigation strategies and

continuously monitor the risk environment. Risk reports generated at the subsidiary level are reviewed by

the Risk Management Coordination Committee and approved by the subsidiary CEO. These reports are

then submitted to the subsidiary‑level Audit and Risk Committee (‘ARC’) for further oversight. Country‑

level risk reports are collected by the Group Risk Management team to form a consolidated and

comprehensive Group risk report, which is reviewed by the Group Executive Committee before being

presented to the Group ARC for thorough evaluation and further recommendations.

The Group’s risk appetite defines the amount and type of risk it is willing to accept in pursuit of its strategic

objectives. ASA International adopts a moderate risk appetite, reflecting its focus on balancing growth with

risk control. The Group aims to avoid material losses, operational inefficiencies, and fraud, while ensuring

compliance with all legal and regulatory requirements. It follows zero tolerance for unethical, illegal, or

unprofessional conduct. The risk appetite assigns tolerance levels based on regulatory expectations, past

trends, and forward‑looking business projections. These levels are reviewed and updated as necessary,

based on inputs from the Executive Committee, Asset and Liability Committee (‘ALCO’), or the Board ARC.

This ensures that the Group’s risk appetite remains flexible and responsive to changing conditions.

ASA International’s risk governance follows a ‘Three Lines of Defence’ model. The first line consists of

operational staff, such as loan officers and branch managers, who manage day‑to‑day risks. The second line

includes oversight functions like Risk Management, Compliance, and the Fraud and Misappropriation

Prevention Unit. The third line is the Internal Audit function at both Group and subsidiary levels, which

independently reviews the effectiveness of all risk management activities. This layered approach ensures

accountability, transparency, and resilience across the Group.

Risks are also mitigated through standardised practices that are part of the ASA Model of microfinance.

These include:

• Through new client assessment/KYC

• Standardised loan products

• Frequent client interactions through weekly collections

• Individual loan given in a group setting

• Loan is protected by a guarantor

• Zero‑tolerance on the late deposit of loan instalments for loan officers

• Loans granted primarily for income-generating activities

• Full repayment before eligibility for new loans

• Ongoing assessment of client needs, benefits and satisfaction

29. Additional cash flow information (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

30.3 Key risk management areas and mitigation

The Group’s key risk management areas are strategic risk, operational risk, IT risk, finance risk, and legal and

compliance risk.

Risk category	Definition	Risks	Description
Strategic risk	Strategic risk refers	Growth risk	Risks and challenges associated with
	to the potential threats	the Group’s operational expansion.
	that could hinder the	Competition risk	Risk that the Group might face for
	achievement of long-term	not responding to the competitive
	goals and mission of	environment or failing to meet
	serving low income	customer needs.
	clients sustainably.
		Reputation risk	Risk to earnings or capital arising from
		negative public opinion.
		Climate risk	Risk related to the potential negative
		impact of climate change on the
			organisation.
Operational	Operational risk refers to	Human resource risk	Risks related to the Group’s human
risk	uncertainties a company	resources i.e. staff productivity, staff
	faces when it attempts to	conduct, staff skills and competencies,
	do its day‑to‑day business	or staff wellness.
	activities. It can result	Fraud and integrity risk Risk of incidents of fraud and
	from breakdowns in	misappropriation by staff or clients.
	internal procedures,
	people and systems	Business contingency	Potential adverse effects on operations
	or from the external	resulting from unexpected events or
	environment.		disruptions.
		Health and safety risk	Potential harm or injury to employees
			arising from workplace conditions
			or activities.

Risk category	Definition	Risks	Description
IT risk	Information technology	IT business continuity	This risk refers to loss of data in case of
	risk is any threat to		a catastrophic event.
	business data, critical	System vulnerability	This risk refers to the vulnerability of
	systems and business	and cyber security	our IT system to different types of
	processes due to IT failure.		cyber-attacks.
	It is the risk associated
	with the use, ownership,	Data privacy and	Risk arising from unauthorised access
	operation, involvement,	protection	to sensitive information.
	influence and adoption of
	IT within an organisation.	IT support	Risk of delay in resolving IT-related
			issues which may negatively impact
			operations.
		System access control	Risk of misuse of system access.
		IT fraud	Risk of fraud due to a control gap in the
			IT system and processes.
		Data migration and	Risk of loss of data during the data
		transformation	migration and challenges pertaining to
			digital transformation.

30. Risk management (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Risk category	Definition	Risks	Description
Finance risk	The Group experiences	Credit risk	Risk that the Group will incur a loss
	financial risks such as		because its clients or counterparties
	credit risk, liquidity risk,		fail to discharge their contractual
	exchange rate/currency		obligations.
	risk and interest rate risk	Liquidity risk	Risk that the Group will be unable to
	which can adversely		meet its payment obligations when
	impact the earnings		they fall due under normal and stress
	of the Company.
			circumstances.
		Exchange rate risk	Possibility of financial loss to the Group
			arising from adverse movements in
			foreign exchange rates.
		Inflation rate risk	Rising cost of living diminishing
			the borrowers’ repayment capacity,
			affecting the Group’s overall
			financial health.
		Interest rate risk	Risk arising from the possibility of
			change in the value of assets and
			liabilities because of changes in market
			interest rates.
		Concentration risk	High concentration of portfolio in a
			specific geographic area amplifying the
			impact of adverse economic events.
		Tax compliance risk	Adverse consequences due to failure
			to adhere to tax laws and regulations.
Legal and	Financial and other	Local regulation risk	Risk of non-compliance with local
compliance	losses the Group may		regulation.
risk	suffer as a result of	Client protection risk	Risk of negative public opinion for
	regulatory changes or		failing to adhere to client protection
	failure to comply with		principles.
	applicable laws and
	regulation.	AML risk	Threat arising from inadequate
			measures to prevent and address
			money laundering.

Strategic risk

Under strategic risk, the Group faces several key challenges. The primary focus is on how to sustainably

grow its portfolio, digitalise, enhance service quality, and increase earnings particularly in the context of

emerging economies. This also includes upholding the Company’s reputation and strengthening its

competitive advantages. Climate risk strategy is also a critical component, as the Group is committed to

controlling its greenhouse gas (‘GHG’) emissions and mitigating the adverse impacts of climate change on

its operations. Given the prevalence of extreme weather events in some of the countries where the Group

operates, disaster management is meticulously considered to ensure resilience and continuity.

Operational risk

Operational risk encompasses several critical areas essential to the Company’s success. Human resources

play a pivotal role, with training, development and staff retention being vital for effective operations.

The Company prioritises provision of industry‑standard compensation packages and clear career paths

to employees, ensuring their motivation and commitment. Maintaining the health and safety of staff is

also a top priority, reflecting the Company’s commitment to a supportive and secure working environment.

Preventing fraud and misappropriation is another significant aspect of operational risk management, given

the occasional occurrence of such incidents. The Company employs stringent measures to safeguard

against these risks, recognising their potential impact on the business. Additionally, ensuring business

continuity is crucial, as unforeseen situations can arise.

IT risk

Information & technology risk encompasses several critical components, including business continuity,

which includes ensuring server redundancy, disaster recovery sites, and swift restoration in the event of

incidents. Reducing system vulnerability to protect against cyber risks remains a top priority, with measures

in place to safeguard data privacy. Data is secured through password protection and is accessible only to

authorised users, ensuring confidentiality and integrity. Prompt resolution of IT issues by the central IT

team is crucial for maintaining smooth operational workflows. To prevent data loss during data migration

projects, comprehensive precautions are taken.

Additionally, an audit trail is maintained to facilitate the investigation of any digital fraud incidents. Through

these rigorous processes, the Company ensures robust IT risk management, safeguarding its technological

infrastructure and data assets.

30.3 Key risk management areas and mitigation (continued)

30. Risk management (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Finance risk

Under financial risk management, maintaining low credit risk is a top priority. The Group ensures the high

quality of its portfolio through rigorous client assessments, robust weekly collection efforts, and

continuous evaluations of clients’ ability to pay. To manage liquidity risk, the Group remains well funded,

and has strong access to a diverse range of funding sources at both the local and holding levels. The

Company maintains solid relationships with its debt providers, who continue to show strong interest in

funding its operations.

The Group manages currency risk by predominantly securing funding in local currencies and matching local

currency assets with local currency liabilities at its microfinance subsidiaries. For foreign currency funding,

the Company aims to ensure that nearly 100% of its currency exposure is hedged. While the Group is

exposed to inflation rate changes in certain regions, its diversified operations across thirteen jurisdictions

help reduce this exposure.

To manage interest rate risk, the Group conducts a cost of funds analysis and monitors interest rates in

countries where interest rate caps are imposed. Interest rate risk is typically lower in microfinance

companies due to their short‑term and fixed‑rate loans. The Group also implements a policy on

concentration risk, monitoring portfolio concentration to encourage a well‑diversified portfolio across

different geographical regions, thereby limiting exposure to adverse country‑specific economic events. The

Group ensures tax compliance by engaging competent external tax advisers at the entity level and ensuring

full compliance with all applicable tax laws in the jurisdictions where it operates.

Legal and compliance risk

Compliance with local regulations is a top priority for the Group. The Group ensures adherence to all local

laws and regulations, including central bank requirements and assessments along with its implementation.

Except for the Philippines, all entities are regulated by their respective central banks. Operating within a

stringent regulatory environment encourages robust internal controls within the Group.

While the overall risk of anti‑money laundering (‘AML’) is low in microfinance due to the small loan sizes, the

Group manages AML risks through adequate Know Your Customer (‘KYC’) policies, continuous supervision

of client behaviour, and implementation of AML policies and procedures. Additionally, the Group is

committed to upholding client protection principles, ensuring that the clients are treated fairly and their

complaints are addressed and resolved promptly.

30.4 Financial risk

30.4.1 Credit risk

Credit risk is the risk that the Group will incur a loss because its customers, clients or counterparties failed

to discharge their contractual obligations. The Group manages and controls credit risk by adhering strictly

to the operating procedures outlined in the operation manual, which includes setting limits on the amount

of risk it is willing to accept for individual counterparties and geographical concentrations, and monitoring

exposures in relation to such limits.

Maximum exposure to credit risk

The maximum credit exposure is equal to the carrying amounts of the financial instruments on the Group’s

statement of financial position except the off‑book BC portfolio where the risk is determined as per the

contract with BC partners. As mentioned above, the Group reduces its concentration risk by ensuring a

widely diverse portfolio, distributed among various countries and continents. At present the Group invests

in West Africa, East Africa, South Asia and South East Asia.

Customer security deposits are cash collateral and presented as part of Due from customers in the

statement of financial position. These security deposits are considered as collateral for the loans to

customers and therefore reduce the credit risk on these loans.

There are no significant concentrations of credit risk through exposures to individual customers and

specific industries/sectors. However, Ghana holds 26% of the Group’s credit exposure in 2025 (2024: 20%

by Pakistan). Senior management regularly monitors the concentration risk and manages loan distribution if

required.

Maximum exposure to credit risk

	2025	2024
	USD’000	USD’000
Cash and cash equivalents (excluding cash in hand)	107,141	78,906
Loans and advances to customer	574,365	409,977
Customer security deposit	(114,062)	(74,470)
Off‑book portfolio (BC model) 1	264	343
Due from banks	43,120	29,263
Other assets 2	12,859	8,253
Maximum credit exposure	623,687	452, 272

1 Credit risk on the IDFC off-book BC model portfolio is restricted to 5% of the outstanding portfolio.

2 Other assets includes net financial derivatives and excludes prepayments and advance tax.

30.3 Key risk management areas and mitigation (continued)

30. Risk management (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

30. Risk management (continued)

Geographic distribution of maximum credit exposure as at 31 December 2025.

	Cash
	and cash
	equivalents	Loans and	Customer			Off-book
	(excluding	advances to	security	Due from	Other	portfolio
	cash in hand)	customers	deposit	banks	assets	(BC model)	Total
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	9,483	169,046	(68,867)	16,767	2,601	–	129,030
East Africa	24,385	197,918	(21,275)	16,433	2,330	–	219,791
South Asia	22,234	126,462	(2,405)	7,53 8	3,290	264	157,383
South East Asia	30,794	80,939	(21, 515)	2,382	2,131	–	94,731
Non-operating entities	20,245	–	–	–	2,507	–	22,752
Maximum credit exposure	107,141	574,365	(114,062)	43,120	12,859	264	623,687

Geographic distribution of maximum credit exposure as at 31 December 2024.

	Cash
	and cash
	equivalents	Loans and	Customer			Off-book
	(excluding	advances to	security	Due from	Other	portfolio
	cash in hand)	customers	deposit	banks	assets	(BC model)	Total
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	5,283	84,000	(33,341)	2,625	1,008	–	59,575
East Africa	26,146	144,223	(17,404)	16,630	1,835	–	171,430
South Asia	9,928	96,180	(2,165)	5,246	2,026	343	111,558
South East Asia	29,841	85,574	(21,560)	4,762	1,804	–	100,421
Non-operating entities	7,708	–	–	–	1,580	–	9,288
Maximum credit exposure	78,906	409,977	(74,470)	29,263	8,253	343	452,272

The Group provides direct lending to customers through the MFIs (owned and controlled by it). In addition,

the Group accepts savings in the countries where it has a deposit‑taking licence.

Maximum exposure to credit risk (continued)

Credit risk from lending as at 31 December 2025.

		Gross loans
	Due from	and advances
	banks 1	to customer 2	Total lending	Stage 1	Stage 2	Stage 3
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	16,767	173,056	189,823	170,157	1,199	1,700
East Africa	16,433	2 07,802	224,235	203,581	1,118	3,103
South Asia	7, 538	128,250	135,788	126,584	328	1,338
South East Asia	2,382	84,490	86,872	79,360	1,170	3,960
Non-operating entities	–	–	–	–	–	–
Total	43,120	593,598	636,718	579,682	3,815	10,101
ECL provision	–	(8,563)	(8,563)	(3,084)	(20)	(5,459)
Coverage ratio 3	–	1.4%	1.3%	0.5%	0.5%	54.0%

1 Due from banks are neither past due nor credit impaired.

2 Includes interest receivable.

3 Coverage ratio is calculated as the total ECL provision divided by the underlying assets’ gross carrying amount.

ECL between stage 1 and stage 2 has been allocated in proportion to OLP.

Credit risk from lending as at 31 December 2024.

		Gross loans
	Due from	and advances
	banks 1	to customer 2	Total lending	Stage 1	Stage 2	Stage 3
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	2,625	86,788	89,413	84,953	326	1,509
East Africa	16,630	151,512	168,142	149,422	393	1,697
South Asia	5,246	99,728	104,974	97,077	314	2,337
South East Asia	4,762	89,621	94,383	83,878	1,692	4,051
Non-operating entities	–	–	–	–	–	–
Total	29,263	427,649	456,912	415,330	2,725	9,594
ECL provision	–	(10,122)	(10,122)	(2,207)	(15)	(7,900)
Coverage ratio 3	–	2.4%	2.2%	0.5%	0.6%	82.3%

1 Due from banks are neither past due nor credit impaired.

2 Includes interest receivable.

3 Coverage ratio is calculated as the total ECL provision divided by the underlying assets’ gross carrying amount.

ECL between stage 1 and stage 2 has been allocated in proportion to OLP.

30. Risk management (continued)

30.4 Financial risk (continued)

30.4.1 Credit risk (continued)

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for the year ended 31 December 2025

30.4.2 Liquidity risk

Liquidity risk is the risk that the Group will be unable to meet its payment obligations when they fall due

under normal and stress circumstances. Most subsidiaries of the Group are now able to attract third‑party

funding and various local currency and USD loans are in place.

Liquidity management is evaluated at the MFI level and on a consolidated Group basis. Each of the Group’s

MFIs is required to meet the financial obligations of their internal and external stakeholders. Failure to

manage liquidity risks may cause the Group to lose business, miss opportunities for growth, or experience

legal or reputational consequences. To mitigate its liquidity management risk, the Group has established

liquidity management policies, published in its operation manual, finance and treasury manual.

The Group is confident it will be able to meet the payment obligations under the aforementioned loans for

various reasons, including but not limited to:

• The main class of assets are loans to customers. Due to the nature of the microfinance business the

Group is engaged in, these loans to customers have short‑term maturities, hence the Group is in a

position to generate a constant stream of cash inflows

• The Group is in a position to accumulate sufficient funds to cover its obligations, although this may entail

limitations on new loan disbursements

• The Group has been able to receive most of the waivers against covenant breaches from the lenders and

with no indication received from lenders for any early repayment

As at 31 December 2025, the Group has USD 107.4 million (2024: USD 79.1 million) of cash at bank and in

hand. An amount of USD 28.4 million (2024: USD 28.9 million) is restricted and cannot be readily available.

The remaining USD 79.0 million (2024: USD 50.6 million) is unrestricted and for operational needs. The

Group is able to fund its operations and budgeted growth of its loan portfolio from new loan facilities

supplied by third parties, security collateral and/or savings provided by its clients, and internally generated

cash flows.

The table below shows undiscounted cash flow analysis of liabilities according to when they are expected

to be recovered or to be settled.

				Sub-total			Sub-total	No fixed
Liabilities FY 2025 (USD’000)	On demand	<3 months	3-12 months	1-12 months	1-5 years	Over 5 years	>12 months	maturity	Total
Debt issued and other borrowed funds	10,787 1	67,242	102,303	180,332	243,631	–	243,631	–	423,963
Due to customers	18,683	54,110	63,869	136,662	99	–	99	–	136,761
Lease liability	–	4	395	399	4,094	96	4,190	–	4,589
Derivative liabilities	–	631	2,292	2,923	245	–	245	–	3,168
Other liabilities	3,760	10,311	11,664	25,735	2,324	–	2,324	6,620	34,679
Provisions	–	–	1,290	1,290	–	–	–	–	1,290
	33,230	132,298	181,813	347,341	250,393	96	250,489	6,620	604,450

1 This includes loans amounting to USD 5.4 million on which waivers had not been received at the balance sheet date. Subsequently waivers for breached loans amounting to USD 0.6 million have been received and a breach of USD 3.5 million was

resolved. This also includes bank overdraft of USD 2.6 million in Sri Lanka.

				Sub-total			Sub-total	No fixed
Liabilities FY 2024 (USD’000)	On demand	<3 months	3-12 months	1-12 months	1-5 years	Over 5 years	>12 months	maturity	Total
Debt issued and other borrowed funds	12,579 2	45,193	99,006	156,778	164,072	–	164,072	–	320,850
Due to customers	17,941	32,553	39,643	90,137	34	–	34	–	90,171
Lease liability	–	19	411	430	3,394	101	3,495	–	3,925
Derivative liabilities	–	473	2,921	3,394	(142)	–	(142)	–	3,252
Other liabilities	4,225	5,310	8,899	18,434	2,460	–	2,460	5,045	25,939
Provisions	–	–	2,204	2,204	–	–	–	–	2,204
	34,745	83,548	153,084	271,377	169,818	101	169,919	5,045	446,341

2 This includes loans amounting to USD 11.3 million on which waivers had not been received at the balance sheet date. Subsequently waivers for breached loans amounting to USD 0.7 million have been received.

30. Risk management (continued)

30.4 Financial risk (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

The table below shows undiscounted cash flow analysis of assets according to when they are expected to be recovered or to be settled.

				Sub-total			Sub-total	No fixed
Assets FY 2025 (USD’000)	On demand	<3 months	3-12 months	1-12 months	1-5 years	Over 5 years	>12 months	maturity	Total
Cash at bank and in hand	79,048	–	28,373	107,421	–	–	–	–	107,421
Loans and advances to customers	11,206	290,642	271,661	573,509	856	–	856	–	574,365
Due from banks	–	1,475	30,037	31,512	11,608	–	11,608	–	43,120
Equity investments at FVOCI	–	–	–	–	–	–	–	370	370
Derivative assets	–	–	264	264	186	–	186	–	450
Other assets	–	4,567	21,937	26,504	2,474	–	2,474	–	28,978
	90,254	296,684	352,272	739,210	15,124	–	15,124	370	754,704
Assets FY 2024 (USD’000)
Cash at bank and in hand	50,245	–	28,900	79,145	–	–	–	–	79,145
Loans and advances to customers	10,141	196,211	203,417	409,769	208	–	208	–	409,977
Due from banks	–	2,156	12,755	14,911	14,352	–	14,352	–	29,263
Equity investments at FVOCI	–	–	–	–	–	–	–	315	315
Derivative assets	–	258	–	258	–	–	–	–	258
Other assets	–	3,637	13,383	17,020	1,766	–	1,766	–	18,786
	60,386	202,262	258,455	521,103	16,326	–	16,326	315	537,74 4

30. Risk management (continued)

30.4 Financial risk (continued)

30.4.2 Liquidity risk (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Changes in liabilities arising from financing activities

				Foreign
	1 January		Non-cash	exchange
	2025	Cash flows	movement	movement	31 December
FY 2025	USD’000	USD’000	USD’000	USD’000	2025
Debt issued and borrowed funds	320,850	105,565	–	(2,452)	423,963
Lease liabilities	3,925	(8,371)	8,483	552	4,589
Total liabilities from financing activities	324,775	97,194	8,483	(1,900)	428,552

				Foreign
	1 January		Non-cash	exchange
	2024	Cash flows	movement	movement	31 December
FY 2024	USD’000	USD’000	USD’000	USD’000	2024
Debt issued and borrowed funds	273,411	41,783	–	5,656	320,850
Lease liabilities	3,272	(3,916)	4,095	474	3,925
Total liabilities from financing activities	276,683	37, 867	4,095	6,130	324,775

30.4.3 Foreign exchange rate risk

Currency risk is the possibility of financial loss to the Group arising from adverse movements in foreign

exchange rates. Currency risk is a substantial risk for the Group, as most loans to MFIs and borrowers are

in local currency in countries where currency depreciation against the USD is often considered less

predictable. At present the Group manages currency risk mainly through natural hedging, i.e. by matching

the MFI’s local currency assets consisting of the MFI’s loan portfolio with local currency liabilities. The

Group’s risk policy allows the Group treasurer the possibility of hedging with instruments such as swaps

and forward contracts if and when appropriate. In order to mitigate the foreign exchange risk on foreign

currency loans, ASA Pakistan, ASA Sierra Leone, ASA Kenya, ASA Zambia and PPFC have entered into

hedging agreements. The Group applies hedge accounting to foreign currency loans and related hedge

contracts. Reference is made to note 37.

While the Group faces significant translation exposure on its equity investments in local MFIs (as the

functional currency of the Group is USD), the Group has implemented an equity hedging policy. The policy

entails a frequent review of expected currency devaluations compared to the costs for equity hedging

instruments. The Group has not used equity hedging instruments in 2025 and 2024. In addition, the Group

has a policy to distribute excess retained earnings at its subsidiaries to the holding entities while

maintaining a sufficient capital adequacy ratio.

In summary, the Group takes a number of measures to manage its foreign currency exposure:

• Investments are only made in countries that show a reasonable level of macroeconomic stability. A

detailed macroeconomic and sociopolitical assessment is carried out before the Group decides to invest

in a certain country

• Excess retained earnings in the operating entities are distributed to the holding entities. Equity hedging

instruments are considered as part of the equity hedging policy

• The Group endeavours to procure its MFIs to secure local currency loans (instead of foreign currency

loans) to the extent possible or deemed commercially advantageous

• The Group applies hedging instruments on foreign currency loans in any of its operating and holding

entities

30. Risk management (continued)

30.4 Financial risk (continued)

30.4.2 Liquidity risk (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Simulation: Foreign currency translation reserve

		FX translation	FX translation				FX translation	FX translation
	FX translation	reserve after	reserve after	Movement after	Movement after	FX translation	reserve after	reserve after	Movement after	Movement after
	reserve actual	-10% rate	+10% rate	-10% rate	+10% rate	reserve actual	-10% rate	+10% rate	-10% rate	+10% rate
	2025	2025	2025	2025	2025	2024	2024	2024	2024	2024
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	(49,918)	(57,793)	(40,515)	(7,875)	9,403	(66,424)	(70,375)	(61,590)	(3,953)	4,832
East Africa	(3,248)	(7,998)	2,446	(4,749)	5,694	(3,734)	(7,4 86)	770	(3,752)	4,504
South Asia	(39,285)	(40,952)	(37,259)	(1,667)	2,026	(40,028)	(41,825)	(37,832)	(1,797)	2,195
South East Asia	(7,368)	(8,843)	(5,566)	(1,475)	1,803	(5,688)	(7,198)	(3,843)	(1,510)	1,845
Non-operating entities	(548)	(578)	(505)	(30)	43	(437)	(461)	(408)	(24)	29
Total	(100,367)	(116,164)	(81,399)	(15,796)	18,969	(116,311)	(127,3 45)	(102,903)	(11,036)	13,405

Analysis of the actual exchange rate fluctuations against the USD for the period 2025 shows different trends for all the operating currencies. The annual exchange rate fluctuations are between ‑5.8% to +28.5%, but

most moved within 1% to 10%. Ghana experienced a 28.5% appreciation. For the simulation of foreign currency effects, the Company has therefore assumed an additional 10% movement year‑on‑year in these

currencies as compared to USD.

The following overview shows the actual foreign currency exchange results by country for 2025 as well as the simulation of the impact of a 10% downward movement and a 10% upward movement of the FX rates on the

foreign exchange results.

As at 31 December 2025, a 10% downward movement of FX rates against the USD has an impact on the foreign currency exchange result of USD ‑1.0 million (2024: USD ‑1.1 million). A 10% upward movement of FX

rates results in an impact of USD 1.2 million (2024: USD 1.4 million). The lower impact on the result of the Company results from the decrease in short‑term intercompany USD loans, which cannot be hedged.

Simulation: Foreign exchange profit and loss

	Foreign exchange	Foreign exchange	Foreign exchange			Foreign exchange	Foreign exchange	Foreign exchange
	profit and loss	profit and loss	profit and loss	Movement after	Movement after	profit and loss	profit and loss	profit and loss	Movement after	Movement after
	actual	after -10% rate	after +10% rate	-10% rate	+10% rate	actual	after -10% rate	after +10% rate	-10% rate	+10% rate
	2025	2025	2025	2025	2025	2024	2024	2024	2024	2024
	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
West Africa	(5)	(89)	79	(84)	84	(388)	(521)	(254)	(133)	133
East Africa	(1,031)	(886)	(1,176)	145	(145)	17	280	(246)	263	(263)
South Asia	(15)	(33)	4	(19)	19	15	(14)	45	(29)	29
South East Asia	(1,090)	(1,085)	(1,094)	5	(5)	(346)	(472)	(220)	(126)	126
Non-operating entities	(1,002)	(2,043)	272	(1,039)	1,275	(172)	(1,279)	1,183	(1,106)	1,355
Total	(3,143)	(4,136)	(1,915)	(992)	1,228	(874)	(2,006)	508	(1,131)	1,380

30. Risk management (continued)

30.4 Financial risk (continued)

30.4.3 Foreign exchange rate risk (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

30.4.4 Interest rate risk

Interest rate risk is the risk that profitability is affected by fluctuations in interest rates. The greatest

interest rate risk the Group experiences occurs when the cost of funds increases at a rate faster than the

Group can or is willing to adjust its lending rates. The Group’s strategy in evaluating and managing its

interest rate risk is to consider any risk at the pre‑investment stage, to conduct a cost of funds analysis and

to consider interest rates in particular, where there is a limit on the amount of interest it may charge, such

as in Myanmar and Tanzania.

The credit methodology of the MFIs determines that loans to microfinance clients have short‑term

maturities of less than one year and at fixed interest rates. Third‑party loans to MFIs, sourced from both

local and international financial institutions, mostly have short terms of between one and three years. 43%

(2024: 33%) of the consolidated debt has variable interest rates. Depending on the extent of the exposure

and hedging possibilities with regard to availability of hedging instruments and related pricing, the Group

might actively hedge its positions to safeguard the Group’s profits and to reduce the volatility of interest

rates by using forwards, futures and interest rate swaps. The very short tenor of the loans provided to

microfinance dampens the effect of interest rate fluctuations. The following table demonstrates the

sensitivity to a reasonably possible change in interest rates on the loans and borrowings affected. With all

other variables held constant, the Group’s profit before tax is affected through the impact on floating rate

borrowings, as follows:

				2025		2024
	Increase in	Decrease in		Effect on profit before tax		Effect on profit before tax
	basis points	basis points	USD’000	USD’000	USD’000	USD’000
USD	+100	-10 0	677	(677)	690	(690)
PKR	+100	-100	434	(434)	263	(263)
GHS	+10 0	-10 0	155	(155)	1	(1)

30.5 Climate-related risks

The Group faces climate risks in both its Asian and African markets, primarily in the form of physical and

transition risks, which can impact operations, portfolio performance and market conditions.

Extreme weather events, including storms, floods, droughts, and earthquakes, pose physical climate risks in

the markets where we operate. At the end of the first quarter of 2025, Myanmar was struck by a 7.7

magnitude earthquake, resulting in widespread damage and significant loss of life in the country; our

branch locations were largely unaffected. In the second half of 2025, powerful storms impacted the

Philippines, disrupting branch operations, road transport, and client businesses. Later, in the last quarter of

2025, floods in Sri Lanka, caused by a storm, affected borrower livelihoods and business activities.

These events resulted in temporary operational disruptions, including delays in loan disbursements and

collections, and has contributed to a short‑term increase in PAR. The Group responded through targeted

client‑support measures, including temporary collection holidays and relief initiatives, while maintaining

enhanced monitoring of portfolio performance and credit quality.

No material asset impairment has been noted during the period, resulting from the climate‑related events.

Transition risks arise from changes in climate‑related regulation, including evolving GHG emissions policies.

While climate‑related regulatory requirements in the Group’s operating markets are currently limited, a

transition consistent with a 2°C scenario is expected to lead to more stringent regulatory expectations and

increased compliance requirements for financial institutions. The Group monitors regulatory developments

on an ongoing basis and is strengthening its governance, risk management, and internal processes to

support readiness for emerging climate‑related regulatory requirements.

To mitigate climate‑related impacts, the Group has established targets to reduce its environmental

footprint. These focus on increasing the use of renewable energy, improving energy efficiency, and

reducing emissions across operations. The Group also promotes environmentally responsible practices

across its entities and promptly implements climate‑related directives issued by central banks and

regulators.

A long‑term climate risk assessment evaluates the potential impact of physical and transition climate risks

on the Group’s operations, portfolio quality, and sustainability over the medium to long term. Further

details on climate‑related risks and mitigation measures are provided on page [65].

30.6 Legal and compliance risk

The Group mitigates legal and compliance risks in the countries where its subsidiaries and MFIs operate

through continuous monitoring of regulatory and legal developments. This is achieved by engaging tier‑one

law firms, working closely with local corporate secretaries and compliance officers, and maintaining direct

relationships with regulators, including central banks. The Group’s extensive local and international

network ensures it remains well‑positioned to identify and adapt to legal changes that could materially

impact its operations.

A number of MFI investments are made through ASAI NV in the Netherlands, which benefits from an

extensive network of Bilateral Investment Treaties. These treaties provide protection, including

compensation, in the event of nationalisation or expropriation of investments in countries where ASAI NV

operates, such as the Philippines, Sri Lanka, Uganda, Kenya, and Ghana.

Product transparency is a key component of the Group’s compliance strategy. Given that many of its target

clients have limited financial education, the Group prioritises clear communication of product terms and

pricing. The Group ensures that clients fully understand loan conditions, fees, and repayment schedules to

promote responsible borrowing and financial inclusion. Although the Group’s operations have long been

aligned with the Client Protection Principles, the Group has now formalised this commitment by signing the

Client Protection Pathway Joint Statement, a globally recognised initiative led by Cerise+SPTF.

30. Risk management (continued)

30.4 Financial risk (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

30.7 Political, geopolitical and other uncertainties

The civil conflict and military rule in Myanmar continued to pose political and security risks in the country.

The recently held elections were completed without any major disruption to operations. The situation,

however, continues to be monitored since large areas of the country remain outside government control,

and the political environment remains tense. While the ongoing civil conflict restricts ASA’s expansion to

certain townships in conflict‑prone areas, the existing branches continue to perform satisfactorily and are

expected to show further improvement in the coming year. ASA International mainly operates in the

government-controlled territories.

Tanzania experienced heightened political tension following the 29 October general election, and the

government maintained a strong security presence in major cities to prevent unrest. Calm has since been

restored in the country and business normalcy has resumed. Accordingly, the financial prospects for 2026

are expected to remain unaffected.

In Uganda, conditions have remained relatively stable. The general election held in early 2026 posed a

security threat due to heightened political tension between the government and the leading opposition.

However, following the conduct of the elections, business normalcy has since been restored. Accordingly,

the financial prospects for 2026 are expected to remain unaffected.

Since late February 2026, a significant military conflict has been ongoing between the US/Israel and Iran.

The conflict has disrupted global oil and LNG supply routes, particularly due to the severely heightened

risks and effective closure of the Strait of Hormuz, through which roughly 20% of global oil supply transits,

driving an increase of Brent crude price with a potential further spike. This is bringing risks of recession,

currency devaluation and higher inflation. The medium and long‑term impacts remain unclear as of now.

In May 2025, a brief armed conflict occurred between India and Pakistan following India’s strikes in

response to a terrorist attack in Kashmir. The conflict was contained within a few days with a ceasefire,

though tensions remain. There has been no escalation since. It is expected that financial prospects for 2026

will remain unaffected by the political tension.

ASA International operates primarily in emerging economies and is exposed to country‑specific risks,

including political instability, economic volatility, and security challenges. To manage these risks, the Group

employs a combination of country risk monitoring, portfolio diversification, and proactive contingency

planning to closely track operational and credit exposures. Its portfolio is spread across twelve jurisdictions,

mitigating the impact of adverse events in any single country. The Group is also actively pursuing improved

geographical diversification to further enhance resilience and maintain stability across its operations.

31. Commitments

The Group agreed certain commitments to BC partners under the BC model in ASA India. Reference is

made to note 13. As per the current model ASA India holds 5% risk on the portfolio managed on behalf of

IDFC. As of 31 December 2025, the risk of the Group on such BC portfolio stands at USD 0.3 million

(2024: USD 0.3 million).

Following the successful implementation of Temenos Transact (T24) in Pakistan and Ghana the Group

negotiated an additional agreement with Temenos Headquarters S.A., which was signed on 24 December

2025. The contract has been extended to 2035 to ensure stability in our CBS cost base and to facilitate the

expected client growth over the next ten years. In addition, the contract covers procurement of T24

modules to be able to offer Islamic Banking services in Pakistan. The commitment related to this additional

agreement is USD 16 million over the next ten years.

There are no other contingent liabilities at the balance sheet date except for the pending litigation claims

disclosed in note 34.

32. Related party disclosures

32.1 Key management personnel

The Amsterdam office comprises key management personnel including five Executive Committee members:

Rob Keijsers, Group CEO, Geert Embrechts, Group CFO, Martijn Bollen, Group Legal Officer, Steven Van

Zuylen, Chief Information Officer and Sivan Moran, Chief Human Resources Officer. Mischa Assink, Chief

Accountant, and Nadem Agroh, Head of Treasury, are also based on the Amsterdam Head office.

The Dhaka office comprises key management personnel including two Executive Committee members:

Mohammed Azim Hossain, Chief Operating Officer and Ezazul Islam, (non‑voting) Head of Internal Audit.

Tanwir Rahman, Director Finance, and Jillur Rahman, Director IT, are also based at the Dhaka Head office.

The Kenya office is home to one Executive Committee member: Grace Thiongo, Chief Risk and Compliance

Officer. The country CEOs and CFOs are also part of key management personnel.

Remuneration of Directors

In 2025, the Directors of the Group received total compensation of USD 1.1 million (2024: USD 1.4 million).

Total remuneration to key management personnel of the Group

	2025	2024
	USD’000	USD’000
Short‑term employee benefits	2,793	2,002
	2,793	2,002

Short-term employee benefits

Total remuneration takes the form of short‑term employee benefits for the Group. In 2025, total

remuneration paid to key management personnel of the Group amounted to USD 2.8 million

(2024: USD 2.0 million). No post‑employment pension and medical benefits are accruing to Directors under

defined benefit schemes. The aggregate of emoluments of the highest paid Director was USD 449K

(2024: USD 391K).

Long-Term Incentive Plan

Please refer to note 8.4 for details of the LTIP.

30. Risk management (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

32.2 Subsidiaries

					2025	2024
	Country of Incorporation	Registered office address			ownership	ownership
ASAIH subsidiaries:
ASA India	India	Premises No F‑4, Block – EP & GP, Unit No. 6B, 6th Floor, Sector‑V, Salt Lake, Kolkata – 700091			90.02%	90.02%
Pagasa Consultancy	India	Sector‑V, Salt Lake, Kolkata – 700091			99.99%	99.99%
Pinoy	India	Sector‑V, Salt Lake, Kolkata – 700091			99.99%	99.99%
Pagasa ng Masang Pinoy Microfinance, Inc	Philippines	7/F Jenkinsen Tower, 80 Timog Avenue, Quezon City			N/A 1	N/A 1
PT PAGASA Consultancy	Indonesia	Mayapada Tower 11th Floor. JI. Jendral Sudirman Kav 28. Jakarta 12920			99.00%	99.00%
A1 Nigeria	Nigeria	9th Floor St. Nicholas House, Catholic Street, Lagos			100.00%	100.00%
ASHA MFB	Nigeria	26 Allen Avenue, Ikeja, Lagos			99.99%	99.99%
ASIEA	Nigeria	11 Bayode Oluwole Street, off Obafemi Awolowo Way, Ikeja, Lagos			N/A 1	N/A 1
ASA Pakistan	Pakistan	7th Floor, NICL Building, Abbasi Shaheed Road Shahrah‑e‑Faisal, Karachi 74400			99.99%	99.99%
ASA Tanzania	Tanzania	Plot No. 87, Msese Street, Kinondoni Road, P.O. Box 61627, Kinondoni, Dar es Salaam			99.99%	99.99%
ASA Zanzibar	Tanzania	Plot No. M/A 161,Langoni Street, Magharibi “B”, Maungani, P.O. Box 2414, Unguja, Zanzibar			99.99%	99.99%
ASA Myanmar	Myanmar	No. 321, Corner of Sayar San & Baho Street, 2/B Ward, Mingalardon Tsp, Yangon Region			99.99%	99.99%
ASA Zambia	Zambia	Plot	4218,	Luombe Road, Thornpark, Lusaka	99.99%	99.99%
ASA Rwanda	Rwanda	Plot No.95, KG 784 St., Ntora Village, Ruhango Cell, Gisozi Sector, Gasabo District, P.O Box: 1767, Kigali			99.99%	99.99%
ASA Sierra Leone	Sierra Leone	64 Lumley Road, Wilberforce Village, Freetown			99.99%	99.99%
ASAI NV subsidiaries:
PPFC	Philippines	7th Floor Jenkinsen Tower, 80 Timog Ave, Quezon City, 1103 Metro Manila			100.00%	100.00%
ASA S&L	Ghana	House No. 612, South Odorkor Busia Junction, (Odorkor‑Mallam Road), PO Box 1834, Mamprobi, Accra			100.00%	100.00%
CMI Lanka	Sri Lanka	216, De Saram Place,Colombo 10, 001000			100.00%	100.00%
Lak Jaya	Sri Lanka	386	B 1/1, High Level Road, Pannipitiya		98.56%	97.14%
ASA Lanka	Sri Lanka	216, De Saram Place, Colombo 10			100.00%	100.00%
ASA Kenya	Kenya	House No. 247,Owashika Road, off Isaac Gathanju Road, Lavington, PO Box 2420, Nairobi			100% 2	100% 2
ASA Uganda	Uganda	Plot 5195,		Buye Kigoowa, Ntinda, Kampala	99.99%	99.99%
AMSL	Bangladesh	ASA Tower, 23/3 Bir Uttam A. N. M. Nuruzzaman Sarak, Shyamoli, Mohammadpur, Dhaka‑1207			95.00%	95.00%
ASAI I&M	Netherlands	Amstelplein 1, 1096 HA Amsterdam			100.00%	100.00%
ASA Dwaso	Ghana	House # 4 Momotse Avenue, Adabraka, PO Box GP 1632, Accra			100.00%	100.00%

1 ASAI officials/representatives control the governing body and the Board.

2 ASAIH holds 0.5% of the shares.

32. Related party disclosures (continued)

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

32.3 Relationship agreement

Relationship agreement with the Controlling Shareholder Group

The Group, its founders and Catalyst Continuity (jointly the ‘Controlling Shareholders’) have entered into a

relationship agreement (the ‘Relationship Agreement’), the principal purpose of which is to ensure that the

Group will be able, at all times, to carry out its business independently of the members of the Controlling

Shareholder Group and their respective associates. The Relationship Agreement contains undertakings

from each of the members of the Controlling Shareholder Group that: (i) transactions and relationships with

it and its associates will be conducted on normal commercial terms, (ii) neither it nor any of its associates

will take any action that would have the effect of preventing the Company from complying with its

obligations under the Listing Rules, and (iii) neither it nor any of its associates will propose or procure the

proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper

application of the Listing Rules. The Relationship Agreement also sets forth the conditions for appointment

of Non‑Executive Directors by Controlling Shareholders. For so long as the Group has a controlling

shareholder, the UK Listing Rules require the election of any independent Director to be approved by

majority votes of both (i) the shareholders as a whole and (ii) the shareholders excluding any controlling

shareholder.

32.4 Other related parties

A list of related parties with which the Group has transactions is presented below. The transactions in 2025

and 2024 and the balances per the end of the years 2025 and 2024 with related parties can be observed in

the notes below.

Name of related party	Relationship
CMI Major shareholder
Sequoia	Service provider to the Company
ASA NGO Bangladesh	Service provider to the Company
MBA Philippines	Business partner
IDFC	Minority shareholder in ASA India
CMIMC	Holding company of founders CMI
ASAIG plc EBT	Trust to hold LTIP shares
CMIC	Investment manager of CMI
CMII Subsidiary of CMI
CIMS BV	Service provider to the parent

		Income from	Expenses to	Amount owed by	Amount owed to
		related parties	related parties	related parties	related parties
		USD’000	USD’000	USD’000	USD’000
CMI 31 December 2025		46	–	–	1
	31 December 2024	–	–	58	1
Sequoia	31 December 2025	63	13	20	3
	31 December 2024	121	14	65	4
CMII 31 December 2025		–	–	30	–
	31 December 2024	–	–	–	–
MBA Philippines	31 December 2025	2,208	–	783	1,373
	31 December 2024	1,695	–	709	66
IDFC	31 December 2025	–	–	7	6,064
	31 December 2024	3,120	–	38	146
Catalyst Continuity	31 December 2025	–	–	–	–
	31 December 2024	–	–	18	–
CIMS BV	31 December 2025	9	–	1	–
	31 December 2024	6	–	27	–
Continuity EBT	31 December 2025	–	–	–	–
	31 December 2024	–	–	9	–
ASAIG plc EBT	31 December 2025	–	–	1,922	–
	31 December 2024	–	–	972	–

32.5 Reporting dates of subsidiaries

All of the Group’s subsidiaries have reporting dates of 31 December, with the exception of ASA India, Pinoy,

Pagasa Consultancy and ASA Myanmar (where the market standard reporting date is 31 March). These

entities have provided financial statements for consolidation purposes for the year ended 31 December.

32. Related party disclosures (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

32.6 Non-controlling interest

The Company reports non‑controlling interest (‘NCI’) in its subsidiaries ASA India and Lak Jaya. The NCI in

ASA India, having its principal place of business in India, amounts to 9.98%. ASA India did not pay any

dividend in 2025 and 2024. The NCI in Lak Jaya, having its principal place of business in Sri Lanka, amounts

to 1.44%. Lak Jaya did not declare any dividend in 2025 and 2024.

The summarised financial information of Lak Jaya and ASA India as at 31 December 2025 and 2024 is as

follows:

	31 December 2025		31 December 2024
	Lak Jaya	ASA India	Lak Jaya	ASA India
	USD’000	USD’000	USD’000	USD’000
Current assets	11,117	3,406	7,573	6,388
Non‑current assets	138	168	120	197
Current liabilities	8,924	26,825	6,826	25,782
Non‑current liabilities	355	1,217	417	767
Net operating Income	2,562	1,130	1,165	506
Net profit/ (loss)	190	(5,633)	(882)	(6,920)
Non-controlling interest	28	(2,442)	13	(1,994)

The following table summarises financial information for each subsidiary that has material NCI to the

Group. The voting rights are similar to NCI’s shareholding percentage. The amounts disclosed for each

subsidiary are before intercompany eliminations:

	31 December 2025		31 December 2024
	Lak Jaya	ASA India	Lak Jaya	ASA India
Total no. of shares	28,644,741	195,950	10,704,955	195,950
Shares held by ASAI Group	28,231,873	176,369	10,398,950	176,369
Shares held by NCI	412,868	19,581	306,005	19,581
NCI %	1.44%	9.98%	2.86%	9.98%

	31 December 2025		31 December 2024
	Lak Jaya	ASA India	Lak Jaya	ASA India
	USD’000	USD’000	USD’000	USD’000
Summarised statement of financial position:
Net assets	1,976	(24,468)	450	(19,964)
Net assets attributable to NCI	28	(2,442)	13	(1,994)
Summarised statement of profit or loss and other comprehensive income:
Net operating income	2,562	1,130	1,165	506
Net loss after tax	190	(5,633)	(882)	(6,920)
Loss allocated to NCI	3	(562)	(25)	(691)
Summarised statement of cash flow:
Cash flow from operating activities	(1,284)	(2,065)	(4,819)	4,791
Cash flow from investing activities	51	–	4,345	(27)
Cash flow from financing activities	1,887	974	571	(4,023)
Net cash flow attributable to NCI	9	(109)	3	74

With reference to note 32.3, the remaining shares in Pagasa Consultancy, Pinoy, A1 Nigeria, ASHA Nigeria,

ASA Pakistan, ASA Tanzania, PPFC, ASA Uganda, CMI Lanka and AMSL are held either by employees

nominated by the Group or by ASAI I&M, CMI or CMII. Hence those are not treated as non‑controlling

shares.

32. Related party disclosures (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

33. Subsequent events disclosure

Since late February 2026, a significant military conflict has been ongoing between the US/Israel and Iran. This

has been disclosed in the political, geopolitical and other uncertainties section (note 30.7) of risk management.

Subsequent to the reporting date, ASA Tanzania successfully migrated to the T24 software platform in

March 2026.

Based on unaudited results as of YTD 28 February 2026, the level of covenant breaches has increased

compared to 31 December 2025, amounting to USD 12.1 million. As these covenant breaches were

identified after the reporting date and did not exist at 31 December 2025, they are classified as non‑

adjusting subsequent events under IAS 10, with no impact on facility classification under IAS 1.

Accordingly, based on these factors, the Executive Committee and the Directors do not consider these

subsequent events result in any change to the Going concern conclusion.

In March 2026, a shareholder loan to ASA India was waived in addition to the redemption of Non

Convertible Debentures (‘NCDs’) for a nominal value of INR 1. The redemption of the NCDs generated an

accounting gain in 2026 of approximately USD 11 million at the Group and entity level .

All of the subsequent events are non‑adjusting.

34. Contingent liabilities and uncertain tax positions

34.1 Contingent liabilities:

There is no contingent liability as of 31 December 2025.

34.2 Uncertain tax positions:

The evaluation of uncertain tax positions involves an interpretation of local tax laws which could be subject

to challenge by a tax authority, and an assessment of whether the tax authorities will accept the position

taken. The Group does not currently consider that assumptions or judgements made in assessing tax

liabilities have a significant risk of resulting in a material adjustment within the next financial year. The

accrual of interest and penalty amounts in respect of uncertain income tax positions is recognised as an

expense within profit before tax.

ASA India

A demand notice of INR 12.6 million (USD 0.15 million) was raised by the income tax authorities for the

assessment years (‘AY’) 2012‑2013 by disallowing certain expenditures such as the misappropriation of

funds and gratuity. This case is pending before the Commissioner of Taxes (Appeals). In addition, in

December 2019 another demand notice was raised by the income tax authorities for INR 79 million

(USD 0.94 million) for the AY 2012–2013, which has been challenged before the relevant assessing officer.

ASA India has also applied for a stay order of the demand.

In November 2022, the revenue authority adjusted INR 117 million (USD 1.4 million) against a tax refund

for AY 2013–2014 to 2022–2023 for the above demands. ASA India has submitted a writ petition against

that adjustment. ASA India has taken a provision amounting to INR 46 million (USD 0.56 million) against the

demands in 2022 and the rest was provided in 2024.

Lak Jaya

A demand notice was issued by the Department of Inland Revenue (‘IRD’) for 2016–2017 and 2017–2018

amounting to LKR 59 million (USD 0.18 million) and LKR 74 million (USD 0.23 million) respectively, because

of disallowance of certain expenses. The Company filed an appeal and provided documentation, but the

case remained unresolved with the tax commissioner for a long period. Despite further discussions, IRD

upheld its position. The company therefore decided to settle and requested a settlement process from IRD.

Consequently, the entity recorded provisions of LKR 28 million (USD 0.09 million) in 2023 and the

remaining LRK 108 million (USD 0.33 million) in 2024.

During this year, the Inland Revenue Department (‘IRD’) raised additional assessments for the 2022–2023

tax year, disallowing certain expenses. Consequently, the IRD imposed Corporate Income Tax of LKR

82.7 million (USD 0.26 million), VAT of LKR 16.3 million (USD 0.05 million), and a penalty of LKR

32.0 million (USD 0.10 million). The entity has filed an appeal along with supporting documentation, and the

case is currently pending before the Commissioner. Based on professional advice, management does not

anticipate any additional tax liability.

ASA Tanzania

ASA Tanzania has several ongoing tax disputes with the Tanzania Revenue Authority (‘TRA’) covering FY

2021 to FY 2024.

For FY 2021 and FY 2022, the TRA issued corporate tax assessments of USD 2.5 million related to excise

duty on loan processing fees, VAT on imported services, withholding tax and tax on deferred income. For

FY 2023, a routine audit led to a USD 1.0 million assessment, mainly for excise duty. For FY 2024, a broader

audit resulted in a USD 3.1 million demand covering corporate tax, VAT, excise duty, withholding tax and

transfer pricing fees. Additionally, a transfer pricing assessment of USD 0.5 million (including interest) was

issued for FY 2021 and FY 2022.

The company filed appeals or objections for all matters but recognised full provisions.

ASA Rwanda

The Rwandan Central Bank (‘BNR’) conducted an audit on transfer pricing transactions covering the period

from 1 January 2020 to 30 September 2022. BNR instructed the entity to terminate the management fees

agreement. ASA Rwanda applied to BNR for reconsideration, but it was not accepted. In response, senior

management decided to terminate the related agreements with ASA Rwanda and the outstanding fees

were reversed on 31 December 2025.

PPFC

The Bureau of Internal Revenue (‘BIR’) has sent a Notice of Demand (‘NOD’) and Final Assessment Notice

(‘FAN’) to PPFC for 2022 with a tax demand PHP 337.4 million (USD 6.0 million). BIR has made the same

significant claim in several consecutive years only to agree minimal settlements each time. Based on our

responses to the BIR for NOD 2022, we estimate a potential tax payment of approximately PHP 27 million

(USD 0.46 million). The Company taken a provision for USD 0.3 million in 2025 as adviced by an tax advisor.

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Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

35. Capital management

ASA International Group plc is registered as a public limited company, incorporated in England and Wales

with the registered number 11361159 and with its registered office situated at Highdown House, Yeoman

Way, Worthing, West Sussex BN99 3HH, United Kingdom . It is listed on the main market of the London

Stock Exchange, since 13 July 2018. The Group is not subject to externally imposed capital requirements

and has no restrictions on the issue and repurchase of ordinary shares.

Many of the Group’s operating subsidiaries are regulated and subject to minimum regulatory capital

requirements. As of 31 December 2025, the Group and its subsidiaries were in full compliance with

minimum regulatory capital requirements.

36. Financial instruments

The carrying value of the Group’s financial assets and liabilities as of 31 December 2025 are the best

approximation of the fair value.

• The carrying amounts of Cash and cash equivalents, Due from banks, Due to customers, Other assets

and Other liabilities approximate the fair value due to the short‑term maturities of these items

• Loans and advances to customers are short term and small ticket loans (six to 12 months) and, therefore,

the carrying value of these loans are the best approximate of their fair value

• Regarding the Debt issued and other borrowed funds, this amount reflects the loans from third parties

on a holding level, as well as the loans provided by third parties directly to the subsidiaries of ASA

International. The loans are held at amortised cost. The carrying amount is the best approximation of

the fair value because the EIR of funding is mostly equal to the market interest rate

37. Hedge accounting

Forward contracts

The Group applies hedge accounting to USD and EUR loans provided to subsidiaries reporting in foreign

currencies and the related forward contracts. The foreign currency risk exposure of the USD and EUR loans

and the potential negative impact on net result of the subsidiaries are being mitigated by way of these

forward contracts. Any positive impact is therefore also limited. ASA International has only entered into

non‑deliverable forward contracts. Senior management considers the hedges as cash flow hedges. The

formal designation and documentation of the hedging relationship and the entity’s risk management

objective and strategy for undertaking the hedge are documented for every forward contract.

Swaps

As at 31 December 2025, the Group has ten cross‑currency interest rate swap agreements in place.

Please refer to note 19.2 for details.

The Group applies the qualitative approach for prospective testing effectiveness because the critical terms

of the hedged items and hedging instruments are identical. The Group applies a rollover hedge strategy

when no forward instruments are available at reasonable pricing for the full term of the hedged item. In

those cases, the Group accepts a rollover risk. Retrospective effectiveness is measured by comparing the

change in the fair value of the actual derivative designated as the hedging instrument and the change in the

fair value of a hypothetical derivative representing the hedged item.

There is an economic relationship between the hedged item and the hedging instrument as the terms of the

forward contracts and swap match the terms of the fixed rate loan (i.e. notional amount, maturity, payment

and reset dates). The Group has established a hedge ratio of 1:1 for the hedging relationships as the

underlying risk of the interest rate swap and forward contracts are identical to the hedged risk component.

To test the hedge effectiveness, the Group uses the hypothetical derivative method and compares the

changes in the fair value of the hedging instrument against the changes in fair value of the hedged item

attributable to the hedged risk.

The hedge ineffectiveness can arise from:

• Different interest rate curve applied to discount the hedged item and hedging instrument; and

• Differences in the timing of the cash flows of the hedged items and the hedging instruments.

The Group assessed it had no ineffectiveness during 2025 in relation to the foreign currency hedges.

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

Reference is made to note 30.4.3 for the strategy for currency exchange risk. Additional information on the hedged items and hedging instruments as per 31 December 2025 is provided below:

	ASA	ASA	ASA	ASAI	ASA	ASA		ASA
	Pakistan	Sierra Leone	Kenya	NV	Zambia	Tanzania	PPFC	Uganda	ASAI H	Total
As at 31 December 2025	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Fair value of derivative assets	212	92	99	6	–	–	41	–	–	450
Fair value of derivative liabilities	464	363	861	–	637	665	–	178	–	3,168
Notional amount hedged foreign currency loans	38,000	3,872	17,435	919	2,100	5,000	5,000	6,998	–	79,324
Period in which the cash flows are expected to occur:
cash flows in 2026	38,000	2,572	8,367	919	1,250	5,000	–	2,666	–	58,774
cash flows in 2027	–	–	–	–	850	–	2,500	4,332	–	7,682
cash flows in 2028	–	–	2,418	–	–	–	2,500	–	–	4,918
Total cash flows	38,000	2,572	10,785	919	2,100	5,000	5,000	6,998	–	71,374
Expected period to enter into the determination of profit or loss:
amortisation of forward points in 2026	1,810	300	8,367	18	202	269	77	429	–	11,472
amortisation of forward points in 2027	–	–	–	–	52	–	57	98	–	207
amortisation of forward points in 2028	–	–	2,418	–	–	–	19	–	–	2,437
Total amortisation of forward points	1,810	300	10,785	18	254	269	153	527	–	14,116
Amounts recognised in OCI during the period:
for amortisation of forward points/currency basis spread	1,642	378	876	41	263	363	2	116	166	3,847
for adjustment of net interest on swap	–	141	1,322	–	–	–	–	–	–	1,463
for changes in fair value of the forward contracts/swaps	(939)	(336)	(1,522)	36	(683)	(664)	41	(183)	(186)	(4,436)
for recycling of FX result of foreign currency loans	(140)	(10)	(76)	(46)	472	365	(15)	9	20	579
Total amounts recognised in OCI during the period	563	173	600	31	52	64	28	(58)	–	1,453

Recycling of FX result of foreign currency loans is included in ‘exchange rate differences’ (note 10).

37. Hedge accounting (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

	ASA	ASA	ASA	ASAI	ASA
	Pakistan	Sierra Leone	Kenya	NV	Zambia	Total
As at 31 December 2024	USD’000	USD’000	USD’000	USD’000	USD’000	USD’000
Fair value of derivative assets	–	258	–	–	–	258
Fair value of derivative liabilities	1,625	127	1,410	30	59	3,251
Notional amount hedged foreign currency loans	22,019	2,977	16,053	965	1,250	43,264
Period in which the cash flows are expected to occur:
cash flows in 2025	22,019	905	7,209	–	750	30,883
cash flows in 2026	–	–	–	965	–	965
cash flows in 2027	–	–	2,507	–	–	2,507
Total cash flows	22,019	905	9,716	965	750	34,355
Expected period to enter into the determination of profit or loss:
amortisation of forward points in 2025	936	248	371	41	128	1,724
amortisation of forward points in 2026	–	–	–	18	–	18
amortisation of forward points in 2027	–	–	65	–	–	65
Total amortisation of forward points	936	248	436	59	128	1,807
Amounts recognised in OCI during the period:
for amortisation of forward points/currency basis spread	2,326	228	506	41	114	3,215
for adjustment of net interest on swap	–	47	938	–	–	985
for changes in fair value of the forward contracts/ swaps	(3,576)	(421)	(4,604)	(21)	(90)	(8,712)
for recycling of FX result of foreign currency loans	67	20	2,368	(28)	(75)	2,352
Total amounts recognised in OCI during the period	(1,183)	(126)	(792)	(8)	(51)	(2,160)

Recycling of FX result of foreign curre5ncy loans is included in ‘exchange rate differences’ (note 10).

37. Hedge accounting (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

As at 31 December 2025

		Changes in fair value of hedging instruments
		Hedge
	Effective	ineffectiveness:
	portion:	recognised in
	recognised	income
	in OCI	statement	Total
	USD’000	USD’000	USD’000
Cash flow hedge
Forward contracts	842	–	842
Cross‑currency interest rate swaps	611	–	611
	1,453	–	1,453

		Changes in fair value of hedging instruments
		Hedge
	Effective	ineffectiveness:
	portion:	recognised
	recognised	in income
	in OCI	statement	Total
As at 31 December 2024	USD’000	USD’000	USD’000
Cash flow hedge
Forward contracts	(1,724)	–	(1,724)
Cross‑currency interest rate swaps	(436)	–	(436)
	(2,160)	–	(2,160)

38. Maturity analysis of assets and liabilities

The table below shows an analysis of assets and liabilities according to when they are expected to be

recovered or settled. Loans and advances to customers are based on the same expected repayment

behaviour as used for estimating the EIR. Debt issued and other borrowed funds reflect the contractual

repayments except for debts, where no waivers have been received against breached covenants at the

balance sheet date. Those borrowings are presented on demand.

	Within	After
	12 months	12 months	Total
As at 31 December 2025	USD’000	USD’000	USD’000
Assets
Cash at bank and in hand	107,421	–	107,421
Loans and advances to customers	573,509	856	574,365
Due from banks	31,512	11,608	43,120
Equity investment at FVOCI	–	370	370
Property and equipment	–	10,501	10,501
ROU assets	845	8,533	9,378
Deferred tax assets	–	6,971	6,971
Derivative assets	264	186	450
Other assets	26,504	2,474	28,978
Intangible assets	–	15,551	15,551
Total assets	740,055	57,050	797,105
Liabilities
Debt issued and other borrowed funds	180,332	243,631	423,963
Due to customers	136,662	99	136,761
Retirement benefit liability	–	8,514	8,514
Current tax liability	14,796	–	14,796
Deferred tax liability	16	7,4 83	7,499
Lease liability	399	4,190	4,589
Derivative liabilities	2,923	245	3,168
Other liabilities	25,735	8,944	34,679
Provisions	1,290	–	1,290
Total liabilities	362,153	273,106	635,259
Net	377,902	(216,056)	161,846

37. Hedge accounting (continued)

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Financial Statements

Notes to the consolidated financial statements (continued)

for the year ended 31 December 2025

	Within	After
	12 months	12 months	Total
As at 31 December 2024	USD’000	USD’000	USD’000
Assets
Cash at bank and in hand	79,145	–	79,145
Loans and advances to customers	409,769	208	409,977
Due from banks	14,911	14,352	29,263
Equity investment at FVOCI	–	315	315
Property and equipment	–	7, 597	7,597
ROU assets	882	4,490	5,372
Deferred tax assets	–	7,277	7, 277
Derivative assets	258	–	258
Other assets	17, 020	1,766	18,786
Intangible assets	–	10,512	10,512
Total assets	521,985	46,517	568,502
Liabilities
Debt issued and other borrowed funds	156,778	164,072	320,850
Due to customers	90,137	34	90,171
Retirement benefit liability	–	6,856	6,856
Current tax liability	13,997	182	14,179
Deferred tax liability	–	4,635	4,635
Lease liability	430	3,495	3,925
Derivative liabilities	3,394	(142)	3,252
Other liabilities	18,434	7, 505	25,939
Provisions	2,204	–	2,204
Total liabilities	285,374	186,637	472,011
Net	236,611	(140,120)	96,491

39. Earnings per share

Basic Earnings Per Share (‘EPS’) is calculated by dividing the net profit for the year attributable to ordinary

equity holders of the Company by the weighted average number of ordinary shares outstanding during

the year.

There are no share options which will have a dilutive effect on EPS. Therefore, the Company does not have

dilutive potential ordinary shares, and diluted earnings per share calculation is not applicable.

The following table shows the income and share data used in the basic and diluted EPS calculations:

	2025	2024
	USD’000	USD’000
Net profit attributable to ordinary equity holders of the parent	57,092	29,249
Weighted average number of ordinary shares for basic earnings per share	100,000,000	100,000,000

	USD	USD
Earnings per share
Equity shareholders of the parent for the year:
Basic earnings per share	0.57	0.29
Diluted earnings per share	0.57	0.29

The Company has applied the number of shares issued by ASA International Group plc as at 31 December

2025 and 31 December 2024. There have been no transactions involving ordinary shares or potential

ordinary shares between the reporting date and the date of the completion of financial statements which

would require the restatement of EPS. A dividend of USD 8.7 million (including an interim dividend of

USD 4.7 million) was declared for the year 2025 (2024: USD 3.0 million).

The following table shows the dividend per share:

	2025	2024
	USD’000	USD’000
Dividend per share	0.09	0.03

38. Maturity analysis of assets and liabilities (continued)

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Financial Statements

Notes

2025

USD’000

2024

USD’000

Interest and similar income 5 3

Dividend income 15,513 8,083

Net revenue 15,518 8,086

Personnel expenses 40. (1,482) (1,710)

Professional fees (2,908) (2,387)

Administrative expenses (1,483) (1,219)

Exchange rate differences 15 (45)

Total operating expenses (5,858) (5,361)

Profit before tax 9,660 2,725

Profit and total comprehensive profit/(loss) for the period, net of tax 9,660 2,725

Thenotes40to47formanintegralpartofthesefinancialstatements.

Notes

2025

USD’000

2024

USD’000

Assets

Cash at bank and in hand 552 337

Investment in subsidiaries 41. 120,684 120,684

Other assets 42. 2,539 1,285

Total assets 123,775 122,306

Equity and liabilities

Equity

Issued capital 43. 1,310 1,310

Retained earnings 44. 120,166 119,234

Other reserves 1,201 780

Total equity attributable to equity holders of the parent 122,677 121,324

Liabilities

Other liabilities 45. 1,098 982

Total liabilities 1,098 982

Total equity and liabilities 123,775 122,306

Approved by the Board of Directors on 14 April 2026.

Signed on behalf of the Board

Rob Keijsers Geert Embrechts

CEO CFO

Thenotes40to47formanintegralpartofthesefinancialstatements.

Statutory statement of profit and loss

and other comprehensive income

for the year ended 31 December 2025

Statutory statement of financial position

as at 31 December 2025

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Financial Statements

Issued capital

USD’000

Retained

earnings

USD’000

Other

reserves

USD’000

Total

USD’000

At 1 January 2024 1,310 119,461 71 120,842

Loss for the period – 2,725 – 2,725

Total comprehensive loss for the period 1,310 122,186 71 123,567

Share-based payments – – 709 709

Dividend – (2,952) – (2,952)

At 31 December 2024 1,310 119,234 780 121,324

At 1 January 2025 1,310 119,234 780 121,324

Profit for the period – 9,660 – 9,660

Total comprehensive loss for the period 1,310 128,894 780 130,984

Share-based payments – – 421 421

Dividend – (8,728) – (8,728)

At 31 December 2025 1,310 120,166 1,201 122,677

Thenotes40to47formanintegralpartofthesefinancialstatements.

Notes

2025

USD’000

2024

USD’000

Operating activities

Profit/(loss) before tax 9,660 2,725

Adjustment for movement in:

Operating assets 46. (1,254) 21,005

Operating liabilities 46. 116 (21,509)

Non-cash items 46. 421 709

Net cash flows used in operating activities 8,943 2,930

Financing activities

Dividend paid (8,728) (2,952)

Net cash flows used in financing activities (8,728) (2,952)

Net increase in cash and cash equivalents 215 (22)

Cash and cash equivalents at the beginning of the period 337 359

Cash and cash equivalents as at 31 December 552 337

Thenotes40to47formanintegralpartofthesefinancialstatements.

Statutory statement of changes in equity

for the year ended 31 December 2025

Statutory statement of cash flows

for the year ended 31 December 2025

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Financial Statements

Separate financial statements

The accounting policies applied in the statutory financial statements are similar to those used in the

consolidated financial statements except for investments in subsidiaries. Investments in subsidiaries are

accounted in the separate financial statements, using the cost method.

At each reporting date it is determined whether there is objective evidence that the investment in the

subsidiaries is impaired. If there is such evidence, a calculation will be made for the impairment amount as

the difference between the recoverable amount of the subsidiaries and its carrying value.

40. Total other operating expenses

Total operating expenses include the following items:

2025

USD’000

2024

USD’000

Personnel expenses (1,482) (1,710)

Professional fees (2,908) (2,387)

Administrative expenses (1,483) (1,219)

(5,873) (5,316)

41. Investments in subsidiaries

2025

USD’000

2024

USD’000

Investments in subsidiaries

ASA International Holding 75,195 75,195

ASA International NV 45,489 45,489

120,684 120,684

Name of company Country Nature of business

2025

ownership

2024

ownership

ASA International Holding Mauritius MFI Holding Company 100% 100%

ASA International NV Netherlands MFI Holding Company 100% 100%

42. Other assets

2025

USD’000

2024

USD’000

The other assets comprised the following:

Other receivables 2,503 1,208

Advances and prepayments 36 77

2,539 1,285

43. Issued capital

100 million ordinary shares of GBP 0.01 each. No movement occurred during 2025 and 2024.

44. Retained earnings

2025

USD’000

2024

USD’000

Total retained earnings are calculated as follows:

Balance at the beginning of the period 119,234 119,461

Dividend (8,728) (2,952)

Result for the period 9,660 2,725

Balance at the end of the period 120,166 119,234

Profit for the period

Attributable to equity holders of the parent 9,660 2,725

45. Other liabilities

2025

USD’000

2024

USD’000

Short-term liabilities

Accrued audit fees 895 717

Accrued cost 203 265

1,098 982

Notes to the statutory financial statements

for the year ended 31 December 2025

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Financial Statements

Notes to the statutory financial statements (continued)

for the year ended 31 December 2025

46. Additional cash flow information

2025

USD’000

2024

USD’000

Changes in operating assets

Due from banks – 21,392

Other assets (1,254) (387)

(1,254) 21,005

Changes in operating liabilities

Other liabilities 116 (21,509)

116 (21,509)

Changes in non-cash items

Share-based payments 421 709

421 709

47. Maturity analysis of assets and liabilities

The table below shows an analysis of assets and liabilities according to when they are expected to be

recovered or settled.

As at 31 December 2025

Within

12 months

USD’000

After

12 months

USD’000

Total

USD’000

Assets

Cash at bank and in hand 552 – 552

Investment in subsidiaries – 120,684 120,684

Other assets 2,539 – 2,539

3,091 120,684 123,775

Liabilities

Other liabilities 1,098 – 1,098

Net 1,993 120,684 122,677

As at 31 December 2024

Within

12 months

USD’000

After

12 months

USD’000

Total

USD’000

Assets

Cash at bank and in hand 337 – 337

Investment in subsidiaries – 120,684 120,684

Other assets 1,285 – 1,285

1,622 120,684 122,306

Liabilities

Other liabilities 982 – 982

Net 640 120,684 121,324

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Financial Statements

KPI 2025 2024 Definition

Outstanding

loan portfolio

(‘OLP’)

$601.8m

$446.6m The figure depicts the consolidated outstanding loan portfolio,

including off‑book net off‑book net BC loan portfolio from IDFC,

Jana Small Finance Bank and Fincare and Direct Assignment loans

with SBI. It excludes interest receivables and unamortized loan

processing fees, as included in the Loans and Advances to customers

in note 13 to the consolidated financial statements, and maintains

the deduction of modification losses and ECL provisions from the

gross outstanding loan portfolio.

Gender

diversity

38%

38% Number of female employees compared to total employees.

Gross

OLP / Client

220

182 Gross outstanding loan portfolio including BC and DA loans divided

by total number of clients.

Debt-to-

equity ratio

2.5

3.2 The ratio is calculated by dividing closing balances of interest‑

bearing debt with total equity. Interest‑bearing debt includes debt

issued and other borrowed funds in note 25, less interest payables.

Profit

before tax

$103.9m

$63.5m Consolidated profit before tax for the year as reported in the

financial statement.

Reported net

profit after tax

$56.5m

$28.5m Consolidated Profit for the year as reported in the financial

statement.

Underlying net

profit

$57. 2m

$29.4m Consolidated underlying net profit for the year represents the net

profit as reported in adjusted with extraordinary non‑operating

gains/losses. Extraordinary items include net negative USD 3.9m

Hyperinflation impact 2024 and USD 2.5m positive impact in 2025.

2024 includes USD 3.0m gain on loan purchase and 2025 USD 3.1m

impairment cost.

Net interest

margin (‘NIM’)

39%

35% Net interest margin (NIM) is calculated as net interest income divided

by average interest earning assets on consolidated basis. Average

interest earning assets is calculated as the sum of cash at bank and in

hand, due from banks and loans and advances from customers.

Return on

assets (‘ROA’)

8.3%

5.4% Return on assets (ROA) is calculated by dividing the net profit after

tax by the average of total asset. ROA is displayed as a percentage.

Return on

equity (‘ROE’)

43.8%

33.0% Return on equity (ROE) is calculated by dividing the net profit after

tax by the average of shareholders' equity. ROE is displayed as

a percentage.

KPI 2025 2024 Definition

Earnings per

share (‘EPS’)

(USD)

0.57

0.29 Earning per share (EPS) is calculated by dividing the Company's net

profit after tax by the weighted average number of ASAI Group plc

ordinary shares outstanding during the year. For 2025, number of

shares is equivalent to the number of ASA International Group plc

shares which was 100 million.

Dividend per

share (‘DPS’)

(US cents)

0.143

0.071 The figure is calculated by dividing the total dividends paid out by

ASAI, including interim dividends, over a period of time by the

weighted average number of ASAI Group plc ordinary shares

outstanding during the year.

Cost to

Income

56.8%

61.4% Cost to Income Ratio is calculated by dividing total operating

expenses by total net operating income on consolidated basis.

% Voluntary

savings to OLP

4.7%

3.5% Voluntary savings to OLP is calculated by dividing total voluntary

savings by total outstanding loan portfolio including BC and DA loans

Taxes $47.4m

$35.0m Sum of the consolidated income tax expense and consolidated

withholding tax expense for the year as reported in the

financial statement.

Client

Retention

Rate

80%

80% Determined by subtracting the total number of new clients in a

period from number of clients at the end of that period divided by

the total number of clients at the beginning of the period. Periods

based on tenor of client loans (6, 10, or 12 months).

Number of

New Branches

129

143 The number of new branches commencing operations in the period

in all operating markets.

Client

Satisfaction

Survey

84%

84% This survey is conducted by interviewing at least two clients per loan

officer to estimate the client’s satisfaction with the products and

with the services delivered.

Carbon

Foot print

19,581

tonnes

7,4 89

tonnes

Carbon footprint is measured as the sum of direct emissions of

greenhouse gases, carbon emissions from direct purchase of

electricity and fuel combustion for transportation purposes.

Social

Performance

Indicators

(‘SPI’)

88%

85% SPI is a social audit tool made by CERISE as per Universal Standards

managed by SMART CAMPAIGN. The assessment is divided into 7

dimensions with both qualitative & quantitative questions. Each

dimension carries a score of 100. See https://en.spi‑online.org/

for more details.

Alternative performance measures

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Additional Information

KPI 2025 2024 Definition

Number

of Clients

2.8m

2.5m The number of clients in all operating markets.

Number

of Branches

2,232

2,145 The number of branches in all operating markets.

PAR>30 1.8%

2.2% PAR > 30 is the percentage of gross on‑book OLP that have one

or more instalment repayments of principal past due for more than

30 days, but less than 365 days, divided by total outstanding

on-book gross loan portfolio.

Number

of Staff

15,191

14,232 The number of people directly employed by the Company.

Client

per Branch

1,242

1,172 Client per Branch is the total number of clients divided by total

number of branches.

Borrowers per

loan officer

308

292 The borrowers per loan officer is calculated by dividing total number

of clients by total number of loan officers.

Employee

recruitment

38%

38% Number of staff hired in current period/ number of staff at start

of current period.

Employee

Satisfaction

Rate

72%

75% The employee satisfaction rate is estimated based on staff

satisfaction analyses of professional, facility and department

service satisfaction.

Hours training 201,704

77,350 Total Hours of in‑house, online and external training at the entity

level, excluding on‑the‑job training.

Clients

accessing

financial

services for the

first time

70%

70% This outcome indicator was derived from clients’ responses to

question “Are you accessing a formal financial service, for the

first time, through taking ASAI loan? (Formal means a financial

institution) – Yes/No” in the Client Economic Yield survey of 2023,

reflecting their interpretation and input. This answer is considered

valid for 2024 and 2025.

Clients

increasing their

daily income

level

94%

94% This outcome indicator was derived from clients’ responses to

question “Has your daily income increased after taking the loan?

– Increased/No Change/Decreased” in the Client Economic Yield

survey of 2023, reflecting their interpretation and input. This answer

is considered valid for 2024 and 2025.

KPI 2025 2024 Definition

Increase of

share in family

income by

females

89%

89% This outcome indicator was derived from clients’ responses to

question “Has your share in family income increased after taking

the loan? – Increased/No Change/Decreased” in the Client Economic

Yield survey of 2023, reflecting their interpretation and input.

This answer is considered valid for 2024 and 2025.

Financial

management

improved

94%

94% This outcome indicator was derived from clients’ responses to

question “Has your understanding of managing finances improved

since you took loan from the company? – Improved/No/Worsen”

in the Client Economic Yield survey of 2023, reflecting their

interpretation and input. This answer is considered valid for 2024

and 2025.

Living

conditions

improved

94%

94% This outcome indicator was derived from clients’ responses to

question “Has your living conditions improved after taking the loan?

– Improved/No/Worsen” in the Client Economic Yield survey of

2023, reflecting their interpretation and input. This answer is

considered valid for 2024 and 2025.

Increase of

leardership

or decision-

making role

82%

82% This outcome indicator was derived from clients’ responses

to question “Has your leadership or decision‑making role within

your household or community increased after taking the loan?

– Improved/No/Worsen” in the Client Economic Yield survey of

2023, reflecting their interpretation and input. This answer is

considered valid for 2024 and 2025.

Alternative performance measures (continued)

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Additional Information

Abbreviation Definition

2FA Two‑factor authentication

A1 Nigeria A1 Nigeria Consultancy Limited

Admission Admission of the Company to the Main Market of the London Stock Exchange

AGM Annual General Meeting

ALCO Asset‑Liability Committee

AMBS ASA Microfinance Banking System

AML Anti‑Money Laundering

AMSL ASAI Management Services Limited

ARC Audit and Risk Committee

ASA NGO Bangladesh ASA NGO-MFI registered in Bangladesh

ASA Kenya ASA International (Kenya) Limited

ASA Lanka ASA Lanka Private Limited

ASA Myanmar ASA Microfinance (Myanmar) Ltd

ASA Model The ASA model of microfinance as developed by ASA NGO Bangladesh

ASA Pakistan ASA Pakistan Limited

ASA Rwanda ASA Microfinance (Rwanda) Limited

ASA Savings & Loans ASA Savings & Loans Limited (Ghana)

ASA Sierra Leone ASA Microfinance (Sierra Leone)

ASA Tanzania ASA Microfinance (Tanzania) Ltd

ASA Uganda ASA Microfinance (Uganda) Limited

ASA Zambia ASA Microfinance Zambia Limited

ASAIH ASA International Holding

ASAI I&M ASAI Investments & Management B.V.

ASA India ASA International India Microfinance Limited

ASAI NV ASA International N.V.

ASA International ASA International Group plc

ASA Nigeria ASHA Microfinance Bank Limited

Abbreviation Definition

ASIEA Association for Social Improvement and Economic Advancement (Nigeria)

BC Business Correspondent

BEPS Base Erosion and Profit Shifting

BIO Belgian Investment Company for Developing Countries SA/NV

Board Board of Directors of ASA International Group plc

CBS Core Banking System

Citi Citibank N.A., Jersey Branch

CBN Central Bank of Nigeria

CCRC Client Complaint Resolution Committee

CEO Chief Executive Officer

CFO Chief Financial Officer

CGU Cash‑generating unit

COO Chief Operating Officer

Companies Act/CA Companies Act 2006 (UK)

Company ASA International Group plc

CMI Catalyst Microfinance Investors

CMI Lanka C.M.I. Lanka Holding (Private) Limited

CMIC Catalyst Microfinance Investment Company

CMII CMI International Holding

Carbon dioxide

The Code UK Corporate Governance Code 2016 published by the Financial

Reporting Council

COB Commencement of Business

COC Change of control

CODM Chief Operating Decision Maker

CPI Consumer Price Index

CPP Client Protection Principles

CRRO Climate‑Related Risks and Opportunities

List of abbreviations

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Additional Information

Abbreviation Definition

CSR Corporate Social Responsibility

DA Direct Assignment

DCF Discounted cash flow

DCP Digital Credit Provider

DEI Diversity, Equity and Inclusion

DFS Digital Financial Services

DFS app Digital Financial Services platform

DR Disaster Recovery

DRF/MRF Death Risk Fund/Multipurpose Risk Fund

EBT Employee Benefit Trust or Earnings Before Tax

ECL Expected Credit Losses

ED Executive Director

EIR Effective Interest Rate

EPRP Emergency Preparedness and Response Plan

ESG Environmental Social and Governance

ESMS Environment and Social Management System

EXCO Executive Committee

EY Ernst & Young LLP is a limited liability partnership registered in England

and Wales with registered number OC300001 and is a member firm of Ernst &

Young Global Limited

FCA Financial Conduct Authority

FMPU Fraud and Misappropriation Prevention Unit

FTE Full‑Time Employee

FVOCI Fair Value through Other Comprehensive Income

FVTPL Fair Value Through Profit or Loss

FX Foreign Exchange

GBP Pound Sterling

GHG Greenhouse Gas

Abbreviation Definition

GMC Grievance Mitigation Committee

Group ASA International and its consolidated subsidiaries and subsidiary

undertakings from time to time

HR Human Resources

IAS International Accounting Standards

IASB International Accounting Standards Board

IBR Incremental Borrowing Rate

IFRS International Financial Reporting Standards

INED Independent Non‑Executive Director

IR Investor Relations

IDFC IDFC First Bank

IRD Department of Inland Revenue

ISDA International Swaps and Derivatives Association

IT Information Technology

JSFB Jana Small Finance Bank

KPI Key Performance Indicator

KYC Know Your Customer

Lak Jaya Lak Jaya Micro Finance Limited (Sri Lanka)

LCBU Loan Collateral Build Up

Listing Rules The listing rules relating to admission to the Official List made under

section 73A(2) of the FSMA

LO Loan officer

LTIP Long-term incentive plan

MBA Philippines PagASA Ng Pinoy Mutual Benefit Association, Inc.

MFB Microfinance Banking

MFI Microfinance Institution

MRR Minimum Retention Rate

NCI Non-controlling interest

List of abbreviations (continued)

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Additional Information

www.asa-international.com

Abbreviation Definition

NCIA Natural Calamity Impact Assessment

NBFC‑MFI Non‑Banking Financial Company – Micro Finance Institutions

Non‑Executive Directors The Non‑Executive Directors of ASA International

NRCGT Non–Resident Capital Gains Tax

OeEB Oesterreichische Entwicklungsbank Ag

OECD Organisation for Economic Co‑operation and Development

Oikocredit Oikocredit, Ecumenical Development Co‑Operative Society U.A.

OCI Other Comprehensive Income

Pagasa Pagasa ng Masang Pinoy Microfinance, Inc.

Pagasa Consultancy Pagasa Consultancy Limited

Pagasa Philippines/PPFC Pagasa Philippines Finance Corporation, Inc.

PDMRs Persons Discharging Managerial Responsibilities

PD Probability of Default

Pinoy Pinoy Consultancy Limited

PSO Pre-Service Orientation

PT PAGASA Consultancy PT PAGASA Consultancy

RBI Reserve Bank of India

RMF Risk Management Framework

Relationship Agreement The relationship agreement entered into by ASA International,

Catalyst Microfinance Investors, Catalyst Continuity Limited, Dirk Brouwer

and Md Shafiqual Haque Choudhury

RFRs Risk free rates

ROU Right‑of‑use

SAAS Software as a service

SBI State Bank of India

SBP State Bank of Pakistan

SC Sustainability Committee

SDG Sustainable Development Goals

Abbreviation Definition

SEC Securities and Exchange Commission

SECR Streamlined Energy Carbon Reporting

Sequoia Sequoia B.V.

SMART targets Specific, Measurable, Achievable, Relevant, and Time‑Bound targets

SME loans Small‑Medium Enterprise loans

SMP Supplier Market Place

SPPI Solely Payments of Principal and Interest

SPM Social Performance Management

Symbiotics Symbiotics SA

TCFD Task Force on Climate‑Related Financial Disclosures

ToR Terms of Reference

UK The United Kingdom of Great Britain and Northern Ireland

UKLA United Kingdom Listing Authority

US or United States The United States of America, its territories and possessions, any

State of the United States of America, and the District of Columbia

USD United States Dollar

List of abbreviations (continued)

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Additional Information