NIGERIAN EXCHANGE : AUDITED FINANCIAL STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2023

Nigerian Exchange Group Plc

Consolidated and Separate Financial Statements

For the year ended 31 December 2023

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Table of Contents

For the year ended 31 December 2023

Reports
Corporate Information	3
Directors' Report	4
Corporate Governance Report	11
Statement of Compliance with Nigerian Exchange Limited Listing Rules	21
Statement of Directors' Responsibilities in relation to the Preparation of the Consolidated and Separate
Financial Statements	22
Statement of Corporate Responsibility for the Consolidated and Separate Financial Statements	23
Statutory Audit Committee Report	24
Certification of Management's Assessment on Internal Control over Financial Reporting	25
Management's Report on the Assessment of Internal Control Over Financial Reporting	26
Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial
Reporting	27
Independent Auditor's Report	30
Financial Statements
Consolidated and Separate Statements of Comprehensive Income	36
Consolidated and Separate Statements of Financial Position	37
Consolidated and Separate Statements of Changes in Equity	38
Consolidated and Separate Statements of Cash Flows	40
Notes to the Consolidated and Separate Financial Statements	41
Other National Disclosures
Value Added Statement	114
Five-year Financial Summary	115

The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Corporate information

Directors

	Dr. Umaru Kwairanga	Group Chairman (Non-Executive Director)
	Mr. Oscar Nduka Onyema, OON	Group Managing Director/ GCEO
	Dr. Okechukwu Itanyi	Independent Non-Executive Director
	Mrs. Ojinika Olaghere	Independent Non-Executive Director
	Mr. Sehinde Adenagbe*	Non-Executive Director
	Mr. Ademola Babarinde*	Non-Executive Director
	Mr. Mohammed Garuba	Non-Executive Director
	Mr. Oluwole Adeosun**	Non-Executive Director
	Mr. Nonso Okpala*	Non-Executive Director
	Mr. Chidi Agbapu**	Non-Executive Director
	Mr. Patrick Ajayi**	Non-Executive Director
	Mrs. Fatimah Bello - Ismai*	Non-Executive Director
	Mrs. Mosun Belo-Olusoga	Independent Non-Executive Director
	Mrs. Fatima Wali-Abdurrahman	Independent Non-Executive Director
	* - appointed 14 July 2023
	** - Resigned 14 July 2023
Acting Company Secretary:	Mr. Izuchukwu Emmanuel Akpa
	FRC/2020/002/00000021979
Registered Office:	Nigerian Exchange House
	2/4, Customs Street
	Marina
	Lagos
	FRC/2013/0000000000621
Independent Auditor:	Ernst & Young
	10th & 13th Floors, UBA House
	57 Marina
	Lagos
	Nigeria
	www.ey.com
RC Number	RC 2321
Tax Identification Number (TIN)	00884470-0001

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

The Board of Directors presents their report on the affairs of Nigerian Exchange Group Plc ("NGX Group Plc" or "the Company") and its subsidiaries (together "the Group" or "NGX Group"), together with the consolidated and separate financial statements and independent auditor's report for the year ended 31 December 2023.

1. Legal form
   NGX Group Plc was incorporated in Nigeria as a private company limited by shares on 15 September 1960 as Lagos Stock Exchange and its name changed to the Nigerian Stock Exchange on 15 December 1977. The Nigerian Stock Exchange was re-registered as a Company Limited by Guarantee on 18 December 1990. On 11 January 2021, it was converted and re- registered as a Public Company Limited by shares, pursuant to the Demutualisation Act, 2018. On 10 March 2021, NGX Group obtained approval from the Securities and Exchange Commission to operate as a demutualized entity. Accordingly, it was converted and re-registered as a Public Limited Company by shares, pursuant to the Demutualization Act, 2018.
   NGX Group Plc, however, retained the incorporation date of 15 September 1960 and registration certificate number RC 2321 of The Nigerian Stock Exchange (NSE) which is registered under the laws of the Federal Republic of Nigeria. The demutualization of the NSE resulted in the change of its operational structure from a mutual Company limited by guarantee to a Company limited by shares, and the breakup of the business activities of the mutualized NSE into various separate entities post demutualization. NGX Group being listed by introduction on 15 October 2021 now operates as a SEC registered Capital Market Holding Company (CMHC); with interests in Nigerian Exchange Limited, NGX Regulation Limited and NGX Real Estate.
2. Principal activities and business review
   As a key player in the continent's financial markets, NGX Group Plc is focused on taking an active role in shaping the future of the markets through its investment in business innovation and technology.
   NGX Group Plc has six (6) subsidiary companies namely; Nigerian Exchange Limited, NGX Regulation Limited, NGX Real Estate Limited (formerly Naira Properties Limited), Coral Properties Limited, NSE Consult Limited and NSE Nominees Limited. Some of them are in the process of being wound up being pre-demutualisation subsidiaries. NGX Group also has significant interests in Central Securities Clearing System Plc (CSCS) and NG Clearing Limited.

1. Operating results
   Gross earnings of the Group recorded an increase of 65% (2022: increase of 11%) and profit before tax recorded an increase
   of 621% (2022: increase of 26%). Gross earnings for the Group comprises revenue, other income and share of profit of
   equity accounted investees. For the Company, gross earnings increased by 90% (2022: decreased by 42%) and the profit
   before tax increased by 656% (2022: increased by 76%). Highlights of the Group and the Company's operating results for

	Group	Group	Company	Company
In thousands of naira	2023	2022	2023	2022
Revenue and other income	11,803,903	7,499,603	6,425,296	3,568,089
Share of profit of equity accounted investee	4,855,936	2,150,844	-	-
Income tax expense	(20,710)	(124,607)	-	(10,484)
Profit / (loss) after income tax	5,250,993	698,482	725,760	(259,737)
Appropriations:
Other comprehensive (loss)/ income	(2,043,603)	1,994,493	11,515	(13,217)
Transfer to/(from) retained earnings	3,207,390	2,692,975	737,275	(272,954)

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

1. The Board members' interests in contracts

No Board member has notified NGX Group Plc, for the purpose of Section 303 of the Companies and Allied Matters Act (CAMA) 2020, of any interest in contracts with the NGX Group Plc during the year.

1. Property and Equipment
   Information relating to changes in property and equipment is given in Note 22 to the consolidated and separate financial statements. In the Directors' opinion, the market value of the Group's property and equipment is not significantly different from the value shown in the financial statements.
2. Directors' interest as at 31 December 2023

S/N	Director's Name	Dec-23	Dec-22
		Direct	indirect	Direct	Indirect
1	Dr. Umaru Kwairanga (Finmal Finance	3,053,924	1,420,640	3,053,924	1,420,640
Company Limited)
2	Mr. Oscar Nduka Onyema, OON	NIL	NIL	NIL	NIL
3	Dr.Okechukwu Itanyi	NIL	NIL	NIL	NIL
4	Mrs. Ojinika Olaghere	NIL	NIL	NIL	NIL
5	Mr. Sehinde Adenagbe (Standard Union	2,000	1,000,000	N/A	N/A
Securities Limited)
6	Mr. Ademola Babarinde (Reward	NIL	869,881	N/A	N/A
Investment & Securities Limited)
	Mr. Mohammed Garuba (CardinalStone
	Partners and CardinalStone Securities	10,000,000	103,755,866	N/A	N/A

• Limited)

	Mr. Nonso Okpala (VFD Group)	NIL	106,832,501	N/A	N/A
8
	Mrs. Mosun Belo-Olusoga	NIL	NIL	N/A	N/A
9
	Mrs. Fatima Wali-Abdurrahman	NIL	NIL	N/A	N/A
10
	Mr. Oluwole Adeosun (Chartwell	NIL		NIL
11	Securities Limited) - as at 14 July 2023	5,632,830	5,632,830
	Mr. Chidi Agbapu (Planet Capital	NIL		NIL
12	Limited) - as at 14 July 2023	1,000,000	1,000,000
	Mr. Patrick Ajayi (WCM Capital Limited)	NIL		NIL
13	- as at 14 July 2023	2,000,000	3,000,000
	Mrs. Fatimah Bintah Bello - Ismail as at	NIL	NIL	NIL	NIL
14	14 July 2023

g. Substantial Interest in Shareholding

As at 31 December 2023, the Company had 2,595 shareholders. In compliance with the Securities and Exchange Commission's Demutualisation Rules, none of the shareholders currently hold up to 5% of the shareholding of the

Company.

A total of 222,480,337 shares are being warehoused by Stanbic IBTC Trustees Limited for the Long Term Incentive Plan ("LTIP'') (200,419,990) for employees and as balance Claims Review Shares (22,060,347). The process of operationalising the LTIP and receiving the requisite regulatory approvals is still ongoing.

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

h. Shareholding Analysis

Shareholding Analysis as at 31 December 2023

			Number Of	% of	Number Of	% of
Share Range	Shareholders	Shareholder	Holdings	Shareholding
1	-	10,000	1,538	59.27	3,538,256	0.16
10001	-	50,000	398	15.34	10,451,972	0.47
50001	-	100,000	150	5.78	12,106,593	0.55
100001-	500,000	158	6.09	39,944,857	1.81
500001-	1,000,000	53	2.04	42,375,241	1.92
1000001	-	5,000,000	201	7.75	498,462,152	22.61
5000001	-	10,000,000	76	2.93	470,336,974	21.33
10000001	-	50,000,000	12	0.46	280,368,975	12.72
50000001	-	100,000,000	8	0.31	624,554,550	28.33
100000001-	500,000,000	1	0.04	222,480,337	10.09
TOTAL			2,595	100.00	2,204,619,907	100
			Shareholding Analysis as at 31 December 2022
			Number Of	% of	Number Of	% of
Share Range	Shareholders	Shareholder	Holdings	Shareholding
1-	10,000	1,176	56.3488	2,845,708	0.1291
10001-	50,000	314	15.0455	7,942,157	0.3603
50001-	100,000	110	5.2707	8,747,906	0.3968
100001-	500,000	113	5.4145	28,655,760	1.2998
500001-	1,000,000	44	2.1083	34,845,139	1.5806
1000001-	5,000,000	222	10.6373	555,364,334	25.1909
5000001-	10,000,000	89	4.2645	542,179,090	24.5929
10000001-	50,000,000	12	0.5750	264,764,323	12.0095
50000001-	100,000,000	5	0.2396	396,137,789	17.9685
100000001-	500,000,000	2	0.0958	363,137,701	16.4717
Total			2,087	100.0000	2,204,619,907	100.0000

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

1. Board members responsibilities
   The Board members are responsible for the preparation of financial statements which give a true and fair view of the state of affairs and comply with Companies and Allied Matters Act (CAMA) 2020. They are obliged to ensure that:
2. 1. Proper accounting records are maintained;
   2. Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities;
   3. Applicable accounting standards are followed;
   4. Judgments and estimates made are reasonable and prudent;
   5. Suitable accounting policies are adopted and consistently applied; and
   6. The going concern basis is used, unless it is inappropriate to presume that the NGX Group Plc will continue in business.

1. Human Resources

i. Report on Diversity in Employment

The Company operates a non-discriminatory policy (Work Force Diversity and Equal Opportunities Policy) in consideration of applications for employment. The Company's policy is that most qualified and experienced persons are recruited for appropriate job levels, irrespective of an applicant's state of origin, ethnicity, religion, gender or physical

condition.

We believe diversity and inclusiveness are powerful drivers of competitive advantage in developing and understanding our customers' needs and creatively addressing them.

Gender Diversity Breakdown

	Male	Female
Executive Management (CEOs-ED)	3	1
Management Team (PM-ED)	14	3
All other staff members (SM and below)	61	50
NGX Group board members	9	4

Executive Management

(CEO-ED)

Female

25%

Male 75%

Management Team

(PM-GM)

Female

18%

Male

82%

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

All other staff members (SM and

below)

Female

45%Male

55%

ii. Employment of Disabled Persons

NGX Group PLC board

members

Female

31%

Male

69%

The Company maintains a policy of giving full consideration to applications for employment from persons with a disability with due regard to their abilities and aptitude vis a vis equirements of the role . In event of a staff member becoming disabled, our policy is to provide continuing employment and training wherever possible.

iii. Health, Safety and Welfare at Work

The Company enforces strict health and safety rules and practices in the work environment, that are reviewed and tested regularly. in addition, the Company provides a top-class health insurance via Health Maintainance Organisations (HMOs) to employees.

Fire prevention and fire-fighting equipments are installed in strategic locations within the Company's premises. In line with its family-friendly focus and fitness, the Company also operates a crèche facility and Gym at its Head Office.

The Company operates both a Group Personal Accident Insurance and the Employees' Compensation Scheme for the benefit of its employees. We also comply with the extant Pension Reform Act.

iv. Employee Training and Development

In line with the Company's policy of continous development, the NGX Group Plc. continues to invest in a range of initiatives to enable staff members develop required competencies, perform in their current roles and prepare them for future roles.

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The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

1. Operational Risk
   Operational risk is the risk that the Group would suffer a loss as a result of inadequate or failed processes, people and systems (including information technology and infrastructure) or from external events. By definition, operational risk excludes business risks (strategic and management) and financial risks (market, credit, and liquidity) but include all potential events that may impact one or more operational objectives of the Group.
   Operational risk can arise due to human oversight, fraudulent acts, and inappropriate behaviour of employees or system failure. These events could result in financial losses, including litigations and regulatory fines, as well as reputational damage to the Group and can manifest in any of the following forms: business process execution failures, damage to tangible and intangible assets, threat to workplace health and safety, fraud and theft, compliance failures, technology failures and damages.
   The Group recognizes that operational risks are inherent within its current operations, and may emerge from implementing new business decisions or from other internal and external changes. Our approach to managing operational risk is through a comprehensive, systematic, disciplined and proactive process implemented to identify, assess, mitigate, monitor and report operational risk related to the achievement of our strategic objectives and is embodied within the Board approved Enterprise Risk Management Framework.
   The Group has conducted an enterprise-wide assessment on all its activities, processes, its procedures and implemented global standard operational risk management methodologies intended to enhance our risk mitigating controls and proactive Several programmes targeted at staff development have been developed/deployed such as: The Leadership Enhancement And Development (LEAD) Programme, designed to groom and expand the capacity of staff to take on higher responsibilities. Bespoke courses organised for employees based on job requirement. Local and international courses available to staff within the training budget. All these are complemented by continuous on-the-job training, through mentorship and coaching.

1. Director's Remuneration
   The Company ensures that remuneration paid to its Directors complies with the provisions of the Codes of Corporate Governance issued by its regulators.

In compliance with Section 34(5) of the Code of Corporate Governance for Public Companies as issued by Securities and Exchange Commission, the Company makes disclosure of the remuneration paid to its directors as follows:

Type of package fixed	Description	Timing
Basic Salary	Part of gross salary package for Executive	Paid monthly during the
	Directors only. Reflects a competitive salary	financial period
	package and the extent to which the
	Company's objectives have been met for the
	financial year.
Other allowances	Part of gross salary package for Executive	Paid monthly during the
	Directors only. Reflects a competitive salary	financial period
	package and the extent to which the
	Company's objectives have been met for the
	financial year.
Performance Incentive	Paid to Executive Directors only and tied to	Paid annually in arrears
	performance of the line report. It is also a
	function of the extent to which the
	Company's objectives have been met for the
	financial year.
Director fees	Paid quarterly at the beginning of a new	Paid quarterly in arrears
	quarter to Non-Executive Directors only.
Siting allowances	Allowances paid to Non-Executive Directors	Paid after each meeting
	only, for attending Board and Board
	Committee Meetings.

9

The Nigerian Exchange Group Plc

Annual Report

31 December 2023

Directors' Report

For the year ended 31 December 2023

1. Share based payment scheme
   Further to Members' approval at the Extra-Ordinary General Meeting of 3 March 2020 for the establishment of an Employee Share Ownership Plan for the benefit of qualifying employees of Nigerian Exchange Group Plc and its Subsidiaries and the approval at the Annual General Meeting held on 9 September 2021 that the Company be and is hereby authorised to issue and allot 200,419,990 ordinary shares of 50 kobo each out of the share capital of Nigerian Exchange Group Plc for the operation of a Long Term Incentive Plan consisting of a Deferred Bonus Plan (DBP) and an Employee Share Purchase Plan (ESPP), with effect from 1 January 2021, subject to obtaining requisite regulatory approvals, the quantum of shares has been warehoused with Stanbic Trustees, who will serve as the Trustee for the LTIP. The LTIP is however yet to be effective as at reporting date.

1. Dividend
   The Directors at its meeting held on 25 July 2023 recommended an interim dividend of 25k per ordinary share of 50k per share which was paid in August 2023. The Directors on 26 February 2024 recommended a final dividend payment of 75k per ordinary share for the year ended 31st December 2023 which is subject to approval of shareholders at the next Annual General Meeting.
   This brings the total dividend for the 2023 financial year to N1 per ordinary share.
2. Donation
   Being a good corporate citizen, the Group made a total donation of N79.5 million in 2023 geared towards the growth of the capital market. The list of the beneficiaries and the sums donated are listed below:

Beneficiary	Amount (N)
Chartered Institute of Stockbrokers (CIS)	21,000,000
Association of Securities Dealing Houses of Nigeria (ASHON	20,000,000
6th African International Conference on Islamic Finance	10,000,000
West African Capital Market Conference (WACMAC)	10,000,000
Burial of late Chris Ogunbanjo	7,498,599
Burial of late Akintola Williams	5,000,000
Rotary foundation	2,000,000
Nigeria Higher Education Foundation	2,000,000
Lagos Motor Boat Club	2,000,000
	79,498,599

1. Auditor
   Messrs. Ernst & Young. having satisfied the relevant corporate governance rules on their tenure in office, have indicated their willingness to continue in office as auditors to the Company in accordance with Section 401(2) of the Companies and Allied Matters Act (CAMA) 2020. Therefore, the auditor will be re-appointed at the next Annual General Meeting of the Company without any resolution being passed.
   By Order of the Board

Mr. Izuchukwu Emmanuel Akpa

Acting Company Secretary

FRC/2020/PRO/NBA/002/00000021979

1 March 2024

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