NIGERIAN EXCHANGE : QUARTER 3 - FINANCIAL STATEMENT FOR 2023

Nigerian Exchange Group Plc

Unaudited Financial Statements for the period ended 30 September 2023

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Index to the consolidated and separate unaudited financial statements

For the period ended 30 September 2023

Table of Content	Pages
Corporate Information	1
Financial Statements
Consolidated and Separate Statement of Comprehensive Income	2
Consolidated and Separate Statement of Financial Position	3
Consolidated and Separate Statement of Changes in Equity	4
Consolidated and Separate Statement of Cash Flows	5
Notes to the consolidated and separate financial statements	6-15

Corporate information

Directors

	Dr. Umaru Kwairanga	Group Chairman (Non-Executive Director)
	Mr. Oscar N. Onyema, OON	Group Managing Director/ CEO
	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. Nonso Okpala	Non-Executive Director
	Mrs. Mosun Belo-Olusoga	Independent Non-Executive Director
	Mrs. Fatima Wali-Abdurrahman	Independent Non-Executive Director
Group Company Secretary:	Ms. Obehi Ikhaghe
	FRC/2023/PRO/NBA/070/705720
Registered Office:	Nigerian Exchange House
	2/4, Customs Street
	Marina
	Lagos
	FRC/2013/0000000000621
Independent Auditor:	Ernst and Young
	13th Floor UBA House
	57 Marina
	Lagos
	Nigeria
	www.ey.com
RC Number	RC 2321
Tax Identification Number (TIN)	00884470-0001

1

Notes to the condensed consolidated financial statements

For the nine months ended 30 September 2023

1. General information
   The Nigerian Exchange Group Plc ("NGX Group") formerly known as the Nigerian Stock Exchange, was incorporated in Nigeria as a private Exchange Limited by shares on 15 September 1960 as Lagos Stock Exchange and its name was changed to The Nigerian Stock Exchange on 15 December 1977. The Exchange was re-incorporated as a Exchange Limited by Guarantee on 18 December 1990. In 2021, the Nigerian Stock Exchange was fully demutualised changing from a member-ownednot-for-profit entity into a shareholder-owned, profit making entity. This gave rise to a new structure - Nigerian Exchange Group Plc (NGX Group) with subsidiaries - Nigerian Exchange Limited (NGX Exchange), NGX Regulation Limited (NGX
   REGCO), NGX Real Estate Limited (NGX RELCO) and several investee companies in its ecosystem.The address of the NGX Group's registered office is Nigerian Exchange Group House, 2/4 Customs Street, Lagos.
   The NGX Group is also listed on the main board of NGX Exchange.
   The principal activities of Nigerian Exchange Group Plc ("NGX Group") include investments in the capital market value chain and through its wholly owned subsidiaries; listing and trading securities, licensing, market data solutions, ancillary technology, regulation, real estate.
2. Basis of accounting

1. Statement of compliance
   These interim financial statements for the nine months ended 30 September 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the annual financial statements as at and for the year ended 31 December 2022 ('Last annual financial statements'). They do not include all of the information required of a complete set of financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

1. Basis of preparation
   These interim financial statements have been prepared on an accrual basis and under historical cost convention except for the following items, which are measured on an alternative basis on each reporting date:
2. 1. Investments in debt instruments measured at amortised cost.
   2. Equity investments measured at fair value through other comprehensive income (FVOCI).
   3. The liability for defined benefit obligations recognised as the present value of the defined benefit obligation less the fair value of the plan assets.
   4. Trade and other receivables and other liabilities are measurement at amortised cost.

These interim financial statements are presented in naira, which is the NGX Group's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. These interim financial statements were authorised for issue by the NGX Group's board of directors on 27th October, 2023.

3 Use of judgments and estimates

In preparing the Interim Financial Statements, management have made a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

The judgements, estimates and assumptions applied in the Interim Financial Statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended 31 December 2022.

2

statement of profit or loss and other comprehensive income For the nine months ended 30 September 2023

		Group	Group	Group	Group	Company	Company	Company	Company
		Q3	Q3	September	September	Q3	Q3	September	September
In thousands of naira	Note	2023	2022	2023 Ytd	2022 Ytd	2023	2022	2023 Ytd	2022 Ytd
Revenue	4	2,749,045	1,151,462	5,949,104	4,974,717	464,561	462,423	3,936,247	2,882,691
Revenue		2,749,045	1,151,462	5,949,104	4,974,717	464,561	462,423	3,936,247	2,882,691
Other income	5	423,408	341,139	913,658	733,620	48,616	33,954	117,420	101,855
Other income		423,408	341,139	913,658	733,620	48,616	33,954	117,420	101,855
Total income		3,172,453	1,492,601	6,862,763	5,708,336	513,176	496,377	4,053,667	2,984,547
Personnel expense	6	(861,287)	(1,517,601)	(2,270,703)	(2,875,179)	(152,707)	(370,063)	(436,233)	(642,606)
Operating expenses	7	(818,591)	(651,284)	(1,856,602)	(1,639,395)	(222,967)	(159,272)	(515,432)	(455,504)
Depreciation and Amortisation	17	(123,322)	(138,263)	(299,926)	(395,200)	(13,913)	(15,480)	(41,679)	(42,435)
Total operating expenses		(1,803,199)	(2,307,148)	(4,427,231)	(4,909,774)	(389,588)	(544,815)	(993,344)	(1,140,546)
Operating profit/(Loss)		1,369,254	(814,547)	2,435,532	798,563	123,589	(48,438)	3,060,323	1,844,001
Finance cost		(792,952)	(349,441)	(2,000,252)	(1,689,347)	(792,952)	(349,441)	(2,000,252)	(1,689,347)
Profit/(Loss) before investee income		576,302	(1,163,988)	435,280	(890,784)	(669,363)	(397,879)	1,060,071	154,655
Share of profit-equity accounted
investees		623,080	405,196	1,480,326	1,355,163	-	-	-	-
Profit/(Loss) before income tax		1,199,382	(758,791)	1,915,606	464,379	(669,363)	(397,879)	1,060,071	154,655
Income tax expense		(232,117)	(97,239)	(696,351)	(291,718)	-	(17,272)	-	(51,817)
Profit/(Loss) for the year		967,265	(856,031)	1,219,255	172,661	(669,363)	(415,151)	1,060,071	102,838

3

As at 30 September 2023

		Group		Group		Company		Company
In thousands of naira	Notes	Sep-23		Dec-22		Sep-23		Dec-22
ASSETS
Cash and cash equivalents	10	5,188,459	4,749,694	1,877,158	1,560,373
Trade, other receivables	11	696,281	1,064,696	571,047	704,470
Intercompany receivables	12	-	-	1,081,417	926,009
Prepayment	13	237,617	592,461	19,215	95,745
Investment securities	14	513,966	621,570	513,966	648,871
Total current assets		6,636,323	7,028,421	4,062,802	3,935,468
Investment securities	14	16,470,533	16,330,112	10,932,306	10,998,256
Investment in associates	15	28,454,980	29,711,182	19,364,881	19,364,881
Investment in subsidiaries	16	-	-	2,856,928	2,856,928
Property, plant and equipment	17	3,698,766	3,827,404	160,967	203,929
Intangible assets	17	63,213	90,444	19,939	24,834
Right-of-use asset	19	73,939	75,501	-	-
Defined benefit plan asset	21	-	180	-	-
Total non current assets		48,761,431	50,034,822	33,335,020	33,448,828
Total assets		55,397,754	57,063,243	37,397,822	37,384,296
LIABILITIES
Other liabilities	18	3,188,476	5,286,796	676,313	1,180,094
Term Loan	18	14,028,329	14,078,952	14,028,752	14,078,952
Lease Liabilities	19	26,800	26,021	-	-
Current tax liabilities	20	57,766	93,854	5,745	16,229
Retirement benefit obligations	21	-	-	-	1,416
Total current liabilities		17,301,371	19,485,623	14,710,810	15,276,691
Other Liabilities	18	-	-	13,347	-
Retirement benefit obligations	21	125,819	125,666	41,085	39,561
Provisions	22	405,744	405,744	402,743	402,743
Deferred tax liabilities	23	122,667	238,882	-	-
Total non current liabilities		654,230	770,292	457,175	442,304
Total liabilities		17,955,601	20,255,915	15,167,985	15,718,995
EQUITY
Share capital		1,102,310	1,102,310	1,102,310	1,102,310
Retained earnings		32,950,442	31,731,187	21,188,557	20,624,021
Other reserves		3,389,401	3,973,831	(61,030)	(61,030)
Total equity		37,442,153	36,807,329	22,229,837	21,665,301
Total equity and liabilities		55,397,754	57,063,243	37,397,822	37,384,296

The full financial statements were approved by the Board on 27th October, 2023 and signed on its behalf by:

Mr. Oscar N. Onyema, OON		Mr. Cyril Eigbobo
FRC/2013/IODN/00000001802		FRC/2013/ICAN/00000001736
(Group Managing Director and CEO)		(Group Chief Financial Officer)

4

Statement of changes in equity

As at 30 September 2023

Group
				Actuarial
	Share	Retained	Claims review	valuation	Fair value
In thousands of naira	capital	earnings	shares reserve	reserve	reserve	Total equity
Balance at 1 January 2022	982,058	31,143,945	9,012	(8,841)	1,988,180	34,114,354
Total comprehensive income for the year:			-
Profit for the year	-	172,661	-	-	-	172,661
Other comprehensive income (net of income
tax)	-	-	-	-	-	-
Remeasurement of defined benefit liability	-	-	-	-		-
Equity investment at FVOCI - net change in
fair value	-	-	-	-	3,141,202	3,141,202
Equity accounted investee - share of OCI	-	-	-	-	-	-
Total other comprehensive income	-	172,661	-	-	-	3,313,863
Transaction with equity holders	9,012		(9,012)	-		-
Balance at 30 September 2022	991,070	31,316,606	0	(8,841)	5,129,382	37,428,217
Balance at 1 January 2023	1,102,310	31,731,187	(9,012)	32,408	3,950,435	36,807,328
Total comprehensive income for the period:
Profit for the period		1,219,255	-	-	-	1,219,255
Equity investment at FVOCI - net change in
fair value					(88,895)	(88,895)
Total comprehensive income	-	1,219,255	-	-	-
			-
Transactions with shareholders	-			-	(495,535)	(495,535)
Balance at 30 September 2023	1,102,310	32,950,442	(9,012)	32,408	3,366,005	37,442,153
Company
				Actuarial
	Share	Retained	Claims review	valuation	Fair value
In thousands of naira	capital	earnings	shares reserve	reserve	reserve	Total equity
Balance at 1 January 2022	982,058	20,985,986	9,012	(38,801)	-	21,938,255
Total comprehensive income for the year:
Profit for the year	-	102,838	-	-	-	102,838
Other comprehensive income (net of income
tax)	-	-	-	-	-	-
Remeasurement of defined benefit liability	-	-	-	-		-
Total other comprehensive loss		102,838	(9,012)	-	-	102,838
Transaction with equity holders	9,012		(9,012)			-
Balance at 30 September 2022	991,070	21,088,824	-	(38,801)	-	22,041,093
Balance at 1 January 2023	1,102,310	20,624,021	(9,012)	(52,018)		21,665,301
Retained earnings moved to share capital
Transaction with shareholders	-	(495,535)		-	-	(495,535)
Profit for the period	-	1,060,071	-	-	-	1,060,071
Balance at 30 September 2023	1,102,310	21,188,557	(9,012)	(52,018)	-	22,229,837
Total comprehensive income for the period:
Profit for the period	-		-	-	-	-
Total comprehensive income	-	-		-	-	-
Transactions with equity holders		-	-	-	-	-
Balance at 30 September 2023	1,102,310	21,188,557	(9,012)	(52,018)	-	22,229,837

5

Statement of Cashflow

As at 30 September 2023

	Group		Group		Company		Company
In thousands of naira	Sep-23		Sep-22		Sep-23		Sep-22
Cashflow from Operating Activities
Profit for the period	1,219,255	172,661	1,060,071		102,838
Income tax expense	696,351	291,718	-		51,817
Profit before tax	1,915,606	464,379	1,060,071		154,655
Depreciation of property and equipment	272,694	327,093	36,783		35,578
Depreciation of right of use asset	1,562	-	-		-
Amortization of intangible assets	27,231	68,107	4,895		4,895
Gain on disposal of property and equipment	(841)	(3,166)	(583)		-
Net foreign exchange differences	(113,379)	242	(5,222)		-
Impairment loss on investment securities	32,848	26,764	4		215
Impairment writeback on trade and other receivables	(1,648,698)	(506,629)	(980,916)		-
Interest on Lease liabilities	779	664	-		-
Interest expense on borrowing	2,000,252	1,689,347	2,000,252		-
Share of profit of equity accounted investee net of tax	(1,480,326)	(1,355,163)	-		-
Interest income	(1,442,236)	(1,533,083)	(1,212,424)		(1,411,429)
Dividend income	-	-	(2,723,823)		(1,471,262)
	(434,508)	(821,446)	(1,820,963)		(2,687,349)
Change in intercompany receivables	-	-	(155,408)		(56,477)
Change in trade and other receivables	379,574	1,461,634	133,423			573,965
Change in prepayments	354,844	(45,181)	76,530		84,312
Change in Term Loan	(50,623)	13,667,831	(50,200)		13,667,831
Change in liabilities	(2,098,320)	975,592	(923,268)		(201,629)
Change in retirement benefit obligations	153	22,403	108		1,416
Change in tax liabilities	(152,303)	(7,193)	(10,484)		(19,151)
	(2,001,184)	15,253,638	(2,750,261)		11,362,918
Income tax Paid	(732,440)	(298,911)	(10,484)		(70,968)
Net cash from operating activities	(2,733,624)	14,954,727	(2,760,744)		11,291,950
Cash flow From Investing Activities:
Interest received	1,166,955	1,533,083	937,143		1,411,429
Dividend received	2,723,823	1,471,262	2,723,823		1,471,262
Dividend paid	(495,535)	-	(495,535)		-
Sale/(Purchase) of investments - financial assets	(32,818)	(234,462)	200,855		312,296
Acquisition of PPE	(35,128)	(666,991)	(1,154)		(376)
Proceed from sale of PPE	45,808	976,704	21,271		1,962
Additional investment in associates	-	(17,639,914)	0		(14,280,971)
Proceeds from the disposal of intangible assset	-	-	-		(51,822)
Net Cash flow From Investing Activities	3,373,106	(14,560,317)	3,386,403		(11,136,220)
Cash flows from financing activities:
Lease payment	-	(188,612)	-		-
Interest paid	(314,096)	-	(314,096)		-
Net cash used in Financing activities	(314,096)	(188,612)	(314,096)		-
Increase/(Decrease) in Cash & Cash Equivalents	325,386	205,798	311,563		155,730
Effect of movements in exchange rates on cash held	-	-	-		-
Cash and Bank at the beginning of the period	4,749,694	2,248,237	1,560,373		1,097,731
Effect of movements in exchange rates on cash held	113,379		-		5,222			-
Cash and Bank at the end of the period	5,188,459		2,454,037		1,877,158			1,253,460

6

Notes to the Financial Statements

4 Revenue
		Group	Group	Group	Group	Company	Company	Company	Company
		Q3	Q3	September	September	Q3	Q3	September	September
	In thousands of naira	2023	2022	2023 Ytd	2022 Ytd	2023	2022	2023 Ytd	2022 Ytd
	Treasury investment income (see note (a) below)	573,733	515,722	1,442,236	1,533,083	464,561	462,423	1,212,424	1,411,429
	Dividend income	-	-	-	-	-	-	2,723,823	1,471,262
	Transaction fees	1,785,675	393,399	3,615,251	2,714,096	-	-	-	-
	Listing fees	317,661	198,497	705,776	562,261	-	-	-	-
	Rental Income	35,178	26,047	106,891	77,795	-	-	-	-
	Other fees (see note (b) below)	36,797	17,796	78,949	87,480	-	-	-	-
		2,749,045	1,151,462	5,949,104	4,974,717	464,561	462,423	3,936,247	2,882,691

1. Treasury investment income includes income from Bonds, Treasury bills and fixed deposits. The Group and Company earns interest income from investment in treasury bills, fixed deposits with commercial banks and bonds. The interest income is recognised using the effective interest method.
2. Other fees represent rent of trading floor, annual charges from brokers, dealing license and membership fees earned by the Group.

5 Other Income							Company	Company
		Group	Group	Group	Group	Company	Company
		Q3	Q3	September	September	Q3	Q3	September	September
	In thousands of naira	2023	2022	2023 Ytd	2022 Ytd	2023	2022	2023 Ytd	2022 Ytd
	Other operating income (see note (a) below)	181,949	148,684	331,834	271,138	48,604	33,954	116,836	101,855
	Market Data income	211,260	166,816	499,236	387,752	-	-	-	-
	Net gain on disposal of property and equipment	300		841	3,166	12	-	583	-
	Technology Income	29,899	25,639	81,748	71,564	-	-	-	-
		423,408	341,139	913,658	733,620	48,616	33,954	117,420	101,855

(a) Other operating income is made up of transfer pricing for shared costs, sundry income, other sub-lease income and penalty fees.

7

	Notes to the Financial Statements
6 Personnel expenses
		Group	Group	Group	Group	Company Company	Company	Company
		Q3	Q3	September	September	Q3	Q3	September	September
	In thousands of naira	2023	2022	2023 Ytd	2022 Ytd	2023	2022	2023 Ytd	2022 Ytd
	Salaries and other staff benefits	823,236	1,470,472	2,150,238	2,737,437	143,310	358,602	408,215	612,875
	Contributions to defined contribution plans	38,051	47,129	120,465	137,742	9,397	11,462	28,018	29,731
		861,287	1,517,601	2,270,703	2,875,179	152,707	370,063	436,233	642,606
7 Other expenses
		Group	Group	Group	Group	Company Company	Company	Company
		Q3	Q3	September	September	Q3	Q3	September	September
	In thousands of naira	2023	2022	2023 Ytd	2022 Ytd	2023	2022	2023 Ytd	2022 Ytd
	Audit expenses	7,699	9,944	21,843	29,831	2,822	3,225	8,466	9,675
	Repairs and Maintenance (see note (a) below)	355,023	247,057	803,011	578,334	26,008	15,635	73,934	45,166
	Facilities Maintenance	23,653	-	39,987	-	-	-	478	-
	Director Expenses(see note (b) below)	58,253	39,999	168,349	208,806	18,482	4,807	70,796	73,355
	Diesel expenses	30,450	(6,389)	85,493	111,377	13,389	10,125	24,978	26,696
	Donations and Related Expenses	11,393	-	55,959	1,200	6,274	-	6,274	5,000
	Events, seminars &sponsorship exps (see note (c) below)	19,411	19,022	41,019	29,413	2,892	-	2,892	-
	Telephone, postages and periodicals	524	520	1,496	1,389	279	299	917	480
	Brand management	1,947	358	2,787	-	-	-	-	-
	Annual general meeting expenses	11,588	10,842	18,157	10,842	11,588	10,842	18,157	10,842
	Bank charges	3,755	7,929	7,087	13,944	2,061	5,628	2,637	8,327
	Project expenses	14,452	15,992	20,257	32,271	-	1,508	-	1,508
	Professional fees (see note (d) below)	125,172	88,891	241,689	181,403	35,309	15,429	64,425	43,963
	Rent	-	-	21,218	-	6,298	7,383	19,062	22,148
	Stationery, library and factbook expenses	1,042	190	1,682	2,980	-	-	73	-
	Subscriptions	10,694	14,454	14,901	15,215	3,414	11,435	4,273	11,529
	Security expense	12,773	6,962	21,405	16,402	2,289	1,700	5,342	4,588
	Service Charge, rates and other LG levies	12,299	(3,426)	32,117	10,613	5,033	4,432	13,703	12,956
	Travelling expenses	56,274	20,612	102,496	62,367	18,993	10,528	27,780	13,268
	General expenses (see note (e) below)	62,188	174,123	153,627	322,426	67,838	56,295	171,046	165,787
		818,591	651,284	1,856,602	1,639,395	222,967	159,272	515,432	455,504

1. Repairs and maintenance includes maintenance of equipment, official residence, office premises and software, internet and connectivity subscription
2. Director's expenses

	Group	Group	Company	Company
	September Ytd 2023	September	September	September
In thousand of naira	Actual	2023 Ytd	2023 Ytd	Ytd 2023
Director's fees	96,125	96,125	31,000	31,000
Director's sitting allowances	44,045	44,045	22,875	22,875
Board expenses	28,179	28,179	16,921	16,921
	168,349	168,349	70,796	70,796

(c) Events, seminars& sponsorship expenses

	Group	Group	Company	Company
	September Ytd 2023	September	September	September
In thousand of naira	Actual	2023 Ytd	2023 Ytd	Ytd 2023
			Actual
Events	18,930	18,929	-	-
Seminar & Sponsorship	22,091	22,090	2,892	2,892
	41,021	41,019	2,892	2,892

1. Professional fees includes payments made to Renaissance security for financial advisory, payment to NGX limited for listing fees, CSCS depository fees and payment made for other consultancy services
2. General expenses include insurance, advert and publications, cleaning materials, office provisions, newspaper/periodicals, corporate gift, Media Relations & News Mgt, protocol expenses, sundry expenses, postage expenses and shared service cost

8