Section 88 Investments and Securities Act 2025

Section 88 of the Investments and Securities Act 2025 is about Filing of annual and periodic reports with the Commission. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) A public company whose securities are required to be registered under this Act shall file with the Commission on an annual basis, its audited financial statements and such other periodic returns as may be prescribed by the Commission.

(2) The chief executive officer and the chief financial officer or officers or persons performing similar functions in a public company filing periodic or annual reports under subsection (1), shall certify in each annual or periodic report filed, that —
(a) the signing officer has reviewed the report;

(b) based on the knowledge of the officer, the report does not —
(i) contain any untrue statement of a material fact, or
(ii) omit to state a material fact, which may make the statement, misleading in the light of the circumstances under which such statement was made;

(c) based on the knowledge of such officer, the financial statements and
other financial information included in the report fairly present in all material
respects the financial condition and results of operations of the company as
of, and for the period presented in the report;

(d) the signing officers —
(i) are responsible for establishing and maintaining internal controls,
(ii) have established such internal controls to ensure that material information relating to the company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared,

(iii) have evaluated the effectiveness of the company’s internal controls as of date within 90 days prior to the report, and
(iv) have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date;

(e) the signing officers have disclosed to the auditors of the company and audit committee —
(i) all significant deficiencies in the design or operation of internal controls which may adversely affect the company’s ability to record, process, summarise and report financial data and have identified for the company’s auditors any material weakness in internal controls, and
(ii) any fraud, whether or not material, that involves management or other employees who have significant role in the company’s internal controls; and

(f) the signing officers have identified in the report whether or not there were significant changes in internal controls or other factors that may significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.