Quarter 1 - financial statement for 2026

CONDENSED UNAUDITED GROUP FINANCIAL STATEMENTS

MARCH 2026

March 2026

March 2025

N'000

N'000

19,449,073

15,319,948

(14,883,216)

(11,309,241)

4,565,857

4,010,707

34,924

70,174

(2,147,681)

(1,776,791)

2,453,100

2,304,090

(131,276)

(96,294)

2,321,824

2,207,796

(30,256)

(29,938)

2,291,569

2,177,858

(779,133)

(696,915)

1,512,435

1,480,943

March 2026

March 2025

N'000

N'000

14,933,287

9,562,239

(11,482,866)

(6,730,067)

3,450,421

2,832,171

34,924

69,711

(1,339,053)

(1,178,132)

2,146,291

1,723,750

(98,282)

(86,266)

2,048,009

1,637,484

(14,258)

(15,386)

2,033,751

1,622,098

(691,475)

(519,071)

1,342,276

1,103,027

Revenue

6

Cost of Sales

Gross Profit

7

Other Income

Operating Expenses

8

EBITDA

Depreciation and Amortisation

EBIT

Interest & Finance Charges

Profit / (Loss) before Tax

Income tax expense

21.1a

Profit for the Period

Note

March 2026

December 2025

March 2026

December 2025

ASSETS

N'000

N'000

N'000

N'000

Non-Current Asset

Property,Plant & Equipment

9

1,234,630

1,348,830

865,223

946,438

Right of use asset

10

138,118

151,719

138,118

151,719

Intangible Asset

11

49,195

51,812

48,954

51,562

Investment in subsidiaries

22

59,402

59,402

357,687

357,686

Financial assets

366,973

366,973

366,973

366,973

Deferred tax assets

12,627

12,627

13,870

13,870

1,860,946

1,991,363

1,790,825

1,888,248

Current Asset

Inventories

12

11,744,709

7,325,910

9,744,215

7,176,070

Trade and other Receivables

13

27,201,580

23,867,035

22,110,585

13,684,697

Prepayments

14

1,987,829

1,577,399

1,161,065

902,099

Cash and cash equivalents

15

3,687,125

5,204,124

2,729,259

4,017,767

44,621,243

37,974,468

35,745,125

25,780,633

Total Asset

46,482,189

39,965,831

37,535,950

27,668,881

Equity

Share capital

16

1,262,413

1,262,413

1,262,413

1,262,413

Retained earnings

17

8,941,642

7,429,207

7,139,238

5,796,962

Available for sale financial assets reserve

36,447

36,447

36,447

36,447

Foreign currency translation reserve

206,301

193,060

10,446,803

8,921,127

8,438,098

7,095,822

Non Current Liabilities

Deferred tax liabilities

-

-

-

-

-

-

Current Liabilities

Trade and other payables

18

25,376,019

21,179,555

18,945,994

11,863,506

Lease Liability

19

29,620

19,683

29,620

19,683

Short term loans and borrowing

20

4,415,129

4,597,800

4,415,129

4,189,162

Income tax payable

21

3,560,985

2,781,852

3,232,886

2,541,411

Contract Liability

2,653,632

2,465,814

2,474,222

1,959,297

36,035,385

31,044,704

29,097,852

20,573,059

Total Liabilities

36,035,385

31,044,704

29,097,852

20,573,059

Total Equity and Liabilities

46,482,189

39,965,831

37,535,950

27,668,881

Condensed Statement of changes in equity

For the period ended 31 March 2026

Group

Share

Capital

Fair value

reserve

Foreign currency

Translation

Retained Earnings

Total

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2026

1,262,413

36,447

193,060

7,429,207

8,921,127

Profit for the year

1,512,435

1,512,435

Other comprehensive income

13,241

13,241

At 31 March 2026

1,262,413

36,447

206,301

8,941,642

10,446,803

Share Capital

Fair value reserve

Foreign currency

Translation Reserve

Retained Earnings

Total

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2025 1,262,413

26,607

1,900,254

3,438,787

6,628,061

Profit for the year

1,480,943

1,480,943

Other comprehensive income

(669,252)

(669,252)

At 31 March 2025 1,262,413

26,607

1,231,002

4,919,730

7,439,752

Company

Share

Capital

Fair value

reserve

Foreign currency

Translation

Retained Earnings

Total

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2026

1,262,413

36,447

5,796,962

7,095,822

Profit for the year

1,342,276

1,342,276

Other comprehensive income

-

At 31 March 2026

1,262,413

36,447

-

7,139,238

8,438,098

Share Capital

Fair value reserve

Foreign currency

Translation Reserve

Retained Earnings

Total

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2025 1,262,413

26,607

2,636,926

3,925,946

Profit for the year

1,103,027

1,103,027

Other comprehensive income

-

At 31 March 2025 1,262,413

26,607

-

3,739,953

5,028,973

Note

March 2026

March 2025

March 2026

March 2025

N'000

N'000

N'000

N'000

Cash flows from operating activities

Profit before tax

2,291,569

2,177,858

2,033,751

1,622,098

Depreciation Property, Plant & Equipment

115,058

81,872

82,074

71,870

Depreciation Right of use asset

13,601

11,376

13,601

11,376

Amortisation of intangible assets

2,617

3,046

2,608

3,020

Finance Cost

30,256

29,938

14,258

15,386

Changes in working capital :

Changes in inventories

(4,418,799)

(3,031,417)

(2,568,145)

(2,658,560)

Changes in trade and other receivables

(3,334,545)

(6,098,331)

(8,425,888)

(5,161,472)

Changes in prepayments

(410,430)

1,339,991

(258,966)

735,497

Changes in trade and other payables

4,196,464

5,300,254

7,082,488

5,446,944

Changes in contract Liability

187,818

(609,491)

514,925

(650,359)

Tax paid

-

-

-

Net Cash (used in) from operating activities

(1,326,393)

(794,903)

(1,509,296)

(564,201)

Cash flow from investing activities Purchase of property,plant & equipment Investment in Subsidiares

(859)

(75,883)

(3,016)

(859)

-

(66,846)

3,016.40

Net cash (used in) from investing activities

(859)

(78,899)

(859)

(69,862)

Cash flows from financing activities

Loan granted/(repayement)

(314,300)

736,289

94,338

757,421

Interest payment

(30,256)

(29,938)

(14,258)

(15,386)

Lease

9,937

-

9,937

-

Net cash (used in) from financing activities

(334,618)

706,351

90,017

742,036

Increase/ (decrease) in cash

(1,661,870)

(167,451)

(1,420,137)

107,973

Net foreign exchange difference

13,241

(669,252)

Cash & Cash equivalents at beginning of Period

5,201,948

5,841,343

4,015,591

3,115,062

Cash & Cash equivalents at end of Period

3,553,319

5,004,639

2,595,454

3,223,035

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

1. Corporate information

CWG Plc (the Company) is a limited liability company incorporated and domiciled in Nigeria and became public by listing on 15th November 2013.The registered office is located at Block 54A, Plot10, Adebayo Doherty Road, off Admiralty Road, Lekki Phase 1, Lagos State in Nigeria.

The Company maintains controlling interests in the following companies. The Company, together with the subsidiaries are known as CWG Plc Group, ("the Group")

- CWG Ghana Ltd

- CWG Uganda Ltd

- CWG Cameroon Ltd

- FTHLAB Ltd

-CWG Global Services FZ-LLC

The Group is principally engaged in the supply, installation, integration, maintenance and support of computer equipment, e-payment hardware and ancillary equipment.

2. Accounting Policies

2.1 Basis of preparation

The unaudited consolidated financial statements for the Period ended 31March 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting and in accordance with the provisions of the Companies and Allied Matters Act (CAMA),CAPC20 Laws of the Federation of Nigeria 2004.The unaudited consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2025.

2.2 Basis of consolidation

The unaudited consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 March 2026. Subsidiaries are

entities controlled by the Group.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the

date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

· Derecognises the assets (including goodwill) and liabilities of the subsidiary

· Derecognises the carrying amount of any non-controlling interest

· Derecognises the cumulative translation differences, recorded in equity

· Recognises the fair value of the consideration received

· Recognises the fair value of any investment retained

· Recognises any surplus or deficit in profit or loss

· Reclassifies the parent's share of components previously recognised in other comprehensive income to profit or loss or retained earnings as

appropriate.

2.3 Summary of significant accounting policies

The following are the significant accounting policies applied by the Group in preparing its financial statements:

2.3.1 Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at the fair value on the date of acquisition. All the Group's subsidiaries are wholly owned and therefore the issue of Non-controlling interest does not arise.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in the income statement immediately.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's Cash Generating Units (CGU) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the

operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.

Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash- generating unit retained.

2.3.2 Foreign currencies

The Group's unaudited consolidated financial statements are presented in Naira, which is also the parent company's functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and has elected to recycle the gain or loss that arises from using this method.

i) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception (where applicable) of monetary items that are designated as part of the hedge of the Group's net investment of a foreign operation.

These are recognised in other comprehensive income until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

ii) Foreign Operations

On consolidation, the assets and liabilities of foreign operations are translated into Naira at the rate of exchange prevailing at the reporting date and their income statements are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

2.3.3 Revenue recognition

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, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Group assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The specific recognition criteria described below must also be met before revenue is recognised. The group also separate out the revenue from the sales of goods for hardware and software and accounted for the service contract separately.

Sale of goods

Revenue from the IT infrastructure services such as hardware devices and accessories is recognised when the significant risks and rewards of ownership of the items have passed to the buyer, usually on delivery of the items.

Rendering of services

Revenue from the provision of communication services (maintenance, support services, communication and integration, software licenses etc.) is recognised by reference to the stage of completion. Stage of completion is measured by reference to data and service usage. When the contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses incurred are eligible to be recovered.

Commissions

When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made

by the Group.

Interest income

For all financial instruments measured at amortised cost and interest bearing financial assets classified as available for sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the income statement.

Deferred Revenue

Deferred revenue is a liability as of the balance sheet date related to revenue producing activity for which revenue has not yet been recognized. The deferred revenue represents revenue received in advance in respect of long term service contract. Deferred revenue is subsequently recognised in the period that the service is delivered.

2.3.4 Taxes Current income tax

Current income tax and education tax for the current period 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.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement. 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.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

In respect of taxable temporary differences associated with investments in subsidiaries, when 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.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.

Deferred tax assets are recognised 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 utilised, except:

- When 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 .In respect of deductible temporary differences associated with investments in subsidiaries, 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 has become probable that future taxable profits 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 relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred current tax assets and tax liabilities are offset if, and only if, a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.

2.3.5 Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the income statement as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the components of each item of property plant and equipment as follows:

PPE Class % PPE Class %

Buildings 2 Plant and Machinery 25

Fixtures & Fittings 25 Software 33.3

Office Equipment 33.3 Service Option 33.3

Motor Vehicles 25 Land Not depreciated

Building Improvement 25

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits

are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

The residual values, useful lives and methods of depreciation of each item of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.3.6 Leases

The group and the Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The group and the Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(i) Right-of-use assets

The group and the Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

Assets Lease period

Guest houses 2 years

Office buildings 2- 3 years

ii) Lease liabilities

At the commencement date of the lease, the Group and the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and the Company and payments of penalties for terminating the lease, if the lease term reflects the Group and the Company exercising the option to terminate.

(iii) Short-term leases and leases of low-value assets

The group and the Company applies the short-term lease recognition exemption to its short-term leases of warehouses and guesthouses (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). The group and the Company does not have any leased assets categorised as low-value assets (i.e. of a value of N2 million). Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.

2.3.7 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit and loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement as the expense category that is consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortised, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

2.3.8 Financial instruments

The Group recognises financial assets and financial liabilities on the Group's statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group determines the classification of its financial assets and liabilities at initial recognition. All financial assets and liabilities are recognised initially at fair value plus directly attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss.

Financial assets

Nature and measurement

The Group's financial assets include Available for sale financial assets, Loans and receivables, Trade and other receivables, and Cash and short-term deposits. After initial measurement, the subsequent measurement of financial assets depends on their classification as follows:

Financial Assets -Subsequent measurement Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, loans and receivables are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance/interest income in the statement of comprehensive income. Gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

Trade and other receivables

Trade receivables are recognised initially at fair value as the invoice amount and subsequently measured at amortised cost. A provision for trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor and default or delinquency in payments are considered indicators that the trade receivable is impaired. The Group deploys age analysis tools to track the payment pattern of customers. The carrying amount of trade receivable is reduced through the use of an allowance account. When trade receivables are uncollectible, it is written off as bad debts in administrative expenses in profit or loss. Subsequent

recoveries of amounts previously written off are included as 'Bad debt recoveries' in other income in the statement of comprehensive income.

i.Available-for-sale financial assets

Available-for-sale financial assets include equity investments. Equity investments classified as available for sale are those that are neither classified as held for trading nor designated at fair value through profit or loss. After initial measurement, available-for-sale financial assets are subsequently measured at fair value with unrealised gains or losses recognised in other comprehensive income in the available-for-sale reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the available-for sale reserve to profit and loss.

ii. Derecognition of Financial assets

The Group derecognizes a financial asset only and only if the Group's contractual rights to the cash flows from the asset expires 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, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of 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. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

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.

iii. Impairment of financial assets

The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant.

If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred).

The present value of the estimated future cash flows is discounted at the financial asset's original effective interest rate. Loans and receivables together with the associated allowance are written off when there is no realistic prospect of future recovery. If in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is recognised as 'Bad debt recoveries' in the statement of comprehensive income.

Available for sale financial assets

For available-for-sale financial assets, the Group assesses at each reporting date whether there is objective evidence that an assets or a group of financial assets is impaired. In the case of equity instruments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. 'Significant' is evaluated against the original cost of the investment and 'prolonged' against the period in which the fair value has been below its original cost.

When there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the income statement - is removed from other comprehensive income and recognised in the income statement. Impairment losses on equity instruments are not reversed through profit or loss; increases in their fair value after impairment are recognised directly in other comprehensive income.

In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in the income statement.

Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement.

Financial liabilities

(i) Nature and measurement

The company's financial liabilities include trade payables and interest bearing loans and borrowings and convertible loan stock. All financial liabilities are recognized initially at fair value plus, in the case of loans and borrowings, directly attributable transaction costs. The subsequent measurement of financial assets depends on their classification as follows:

Financial Liabilities-Subsequent measurement Interest bearing loans and borrowings

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the income statement.

Financial Liabilities-Subsequent measurement Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year (or in the normal operating cycle of the business, if longer). If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest.

(ii) Derecognition of financial liabilities

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 income statement.

2.3.8.1 Off-setting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the unaudited consolidated statement of financial position 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.

2.3.8.2 Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include:

· the market approach;

· the cost approach and;

· the income approach.

2.3.9 Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and conditions are accounted for as follows:

· Raw materials: Purchase cost on a first in, first out basis.

· Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

2.3.9 Impairment of non-financial assets

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) fair value less costs to sell and its value in use. It 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. Where 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. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group's CGU to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the income statement in those expense categories consistent with the function of the impaired asset

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may 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. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement.

The following criteria are also applied in assessing impairment of specific assets:

Goodwill

Goodwill is tested for impairment annually at 31 December and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

2.3.10 Cash and cash equivalents

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less from the date of acquisition. For the purpose of the of cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts.

2.3.11 Dividend Distributions

The Group pay dividend to the owners of equity when the distribution is authorised and is no longer at the discretion of the Group.

2.3.12 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 income statement net of any reimbursement.

2.3.13 Employee Benefits

Employee benefits are all forms of benefits given in exchange for services rendered by employees. These are classified as:

a) Short-term employee benefits - benefits due to be settled within 12 months after the end of the period in which the employees rendered the related

b) Post-employment benefits are benefits payable after the completion of employment. Such plans (or funds) may be either defined

c) Termination benefits are employee benefits payable as a result of either the Group's decision to terminate an employee's employment before normal

retirement date, or an employee's decision to accept voluntary redundancy in exchange for those benefits.

Short-term benefits

The cost of all short-term employee benefits, such as salaries, profit sharing arrangements, employee entitlements to leave pay, bonuses, medical aid and other contributions, are recognised during the period in which the employee renders the related service. The Group recognises the expected cost of bonuses only when the Group has a present legal or constructive obligation to make such payment and a reliable estimate can be made. During the

year the Group companies contributed to employee benefits in the following categories: - remuneration in the form of salaries, wages and bonuses.

Post-employment Retirement Benefit Funds

In line with statutory pension/retirements laws, the Group and its employees contribute to statutory retirement benefits plans for the benefits of its qualifying staff. The Funds which are defined contribution plans are independently administered with no obligations on the Group other than the defined contribution as a percentage of employees' qualifying remunerations. Both employees' and the group's share of the contributions are charged as staff cost in the administrative expenses in the profit and loss when the employee renders the service.

Other long-term benefits other long-term benefits are recognised when an obligation arises. The Group had no other long-term benefit commitments during the year.

Termination benefits

The Group recognises termination benefits as a liability and an expense when it is demonstrably committed to either:

(a) terminate the employment of an employee or group of employees before the normal retirement date; or

(b) provide termination benefits as a result of an offer made in order to encourage voluntary redundancy.

Termination benefits are recognised as expense in the period they arise. The Group had no termination benefit commitments during the year.

3. Significant accounting judgements, estimates and assumptions

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Judgements

In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements:

Going concern

The Group's management has made an assessment of its ability to continue as a going concern and is satisfied that it has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern. Therefore, the financial statements continue to be prepared on the going concern basis.

Re-assessment of useful lives and residual values

The Group carries its fixed assets at cost in the statement of financial position. The annual review of the useful lives and residual value of PPE result in the use of significant management judgements.

Impairment of non-current assets

The Group subjects a number of its assets to impairment reviews annually. Key inputs into these calculations include estimates of cash flow amount and timing, cash generating unit, discounting factors, which involve the use of significant amount of management judgement.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

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 to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions, conducted at arm's length for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes.

4. Securities Trading Policy

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule) CWG Plc maintains a Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy undergoes periodic reviews by the Board and is updated accordingly. The Company is not aware of any infringement of the policy during the period

6

Revenue

Group

March 2026

March 2025

N'000

N'000

Revenue from contracts with customers is made up of:

IT Infrastructure services

10,652,978

6,243,900

Managed & Support services

3,983,005

4,415,198

Software revenue

4,559,632

4,418,442

Platform business

253,458

242,408

19,449,073

15,319,948

Company

March 2026

March 2025

N'000

N'000

14,933,287

9,562,239

9,198,951

3,954,008

3,824,554

4,038,068

1,690,147

1,350,528

219,635

219,635

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

7

Cost of sales

OEM and other cost

14,883,216

11,309,241

14,883,216

11,309,241

11,482,866

6,730,067

11,482,866

6,730,067

8

Administrative expenses

Group

March 2026

March 2025

N'000

N'000

Salaries & Wages - basic

830,639

586,796

Professional

61,023

26,115

Advertising Costs

82,086

59,313

Medical

45,068

21,911

IT License Renewal/Maintenance

39,700

41,908

Pension Scheme Contributions

77,409

40,819

Sales Commission

210,324

86,916

Welfare

53,888

38,016

Bank Charges

23,468

42,991

Bandwidth Subscription for Internet

15,015

14,361

Education & Training

21,186

101,589

Audit Fees

23,578

16,973

Insurance

9,881

23,022

ITF & NSITF

6,808

11,531

Transport & Travelling Local

143,790

73,104

Office Supplies & General Expense

13,914

16,971

Diesel & Oil

4,933

0

Directors' Allowance

29,806

35,392

Property Rent

67,908

48,509

Net Exchange Differences

50,731

99,515

Other Admin Expenses

336,526

391,039

2,147,681

1,776,791

Company

March 2026

March 2025

N'000

N'000

342,943

271,660

50,000

23,855

71,567

51,216

31,804

12,250

35,873

38,376

20,968

16,966

189,329

78,000

52,951

22,844

8,885

21,139

7,628

8,308

17,812

95,666

5,000

4,703

9,788

20,737

6,808

11,531

108,789

61,857

1,508

4,636

4,723

29,806

19,688

37,900

41,675

147,930

263,295

266,771

1,339,053

1,178,132

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

Group

Property,Plant & Equipment

Land

Building

Plant & Machinery

Furniture & Fittings

Office equipment

Loose Tools

Motor Vehicle

Communication Equipment

ATM

Capital WIP

Total

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

Cost

At 1 January 2026

111,395

287,933

113,307

287,788

710,005

1,657

187,638

2,289,496

29,120

79,247

4,097,584

Additions

-

-

-

-

859

859

Disposal

-

-

-

-

Exchange variation

At 31 March 2026

111,395

287,933

113,307

287,788

710,005

1,657

187,638

2,289,496

29,120

80,106

4,098,443

Depreciation

At 1 January 2026

126,608

108,403

196,849

484,399

1,522

102,717

1,707,631

20,625

2,748,754

Charge for the year

7,485

802

9,538

32,258

-

7,327

56,764

886

115,058

Disposal

-

-

-

-

At 31 March 2026

-

134,093

109,205

206,387

516,657

1,522

110,044

1,764,395

21,511

-

2,863,812

Net book value

At 31 March 2026

111,395

153,840

4,101

81,401

193,348

135

77,594

525,101

7,609

80,106

1,234,630

Company

Land

Building

Plant & Machinery

Furniture & Fittings

Office equipment

Motor Vehicle

Communication Equipment

ATM

Capital WIP

Total

Cost

At 1 January 2026

111,395

284,284

109,461

219,449

528,962

112,458

1,878,960

29,120

79,247

3,353,338

Additions

859

859

Disposal

-

Exchange variation

At 31 March 2026

111,395

284,284

109,461

219,449

528,962

112,458

1,878,960

29,120

80,106

3,354,196

Depreciation

At 1 January 2026

-

125,474

104,561

142,583

348,938

62,300

1,602,419

20,626

2,406,899

Charge for the year

7,257

802

8,185

25,436

3,597

35,910

886

82,074

Disposal

-

At 31 March 2026

-

132,730

105,363

150,769

374,374

62,300

1,606,016

56,536

886

2,488,973

Net book value

At 31 March 2026

111,395

151,554

4,098

68,681

154,588

50,159

272,944

- 27,416

79,220

865,223

Notes to the Consolidated and Separate Financial Statements

For the period ended 31 March 2026

Group

March 2026

December 2025

NGN'000

NGN,000

445,619

397,003

Company

March 2026

December 2025

NGN'000

NGN'000

445,619

397,003

445,619

445,619

445,619

445,619

Depreciation

At 1 January

293,900

244,993

293,900

244,993

Charge for the year

13,601

48,907

13,601

48,907

Disposal

Exchange difference

307,501

293,900

307,501

293,900

Net Book Value

138,118

151,719

138,118

151,719

11

Intangibles

March 2026

December 2025

March 2026

December 2025

Cost

NGN'000

NGN,000

NGN'000

NGN,000

At 1 January

680,024

680,024

679,508

679,508

Additions

630,829

628,212

630,554

627,946

Net Book Value

49,195

51,812

48,954

51,562

Amortisation

At 1 January

628,212

616,959

627,946

616,730

Charge for the year

2,617

11,253

2,608

11,216

12

Inventories

March 2026

NGN'000

Group

December 2025

NGN'000

Company

March 2026

December 2025

NGN'000

NGN'000

Stocks 1,253,853 930,103 892,003 800,743

WIP 10,490,856 6,395,807 8,852,212 6,375,327

13

Trade and other Receivables

Group

March 2026

December 2025

NGN'000

NGN'000

Company

March 2026

December 2025

NGN'000

NGN'000

Trade debtors

3,961,438

8,175,215

1,139,869

651,650

Witholding tax recoverable

3,977,343

3,743,995

2,166,661

2,024,994

VAT recoverable

0

330,991

Due from related parties

980,119

1,225,542

Other debtors

26,706

52,595

26,706

26,706

Accrued income

19,236,093

11,564,239

17,797,230

9,755,805

Group

Company

March 2026

December 2025

March 2026

December 2025

14

Prepayment

NGN'000

NGN'000

NGN'000

NGN'000

Project cost

829,512

545,014

456,143

513,253

Staff advance

103,661

101,282

87,152

89,700

Other prepaymnet

1,054,656

931,103

617,771

299,146

1,987,829

1,577,399

1,161,065

902,099

Other prepayments are mainly attributable to short term leases, insurance and other prepaid charges during the Period

Group

March 2026

December 2025

NGN'000

NGN'000

121,847

25,228

2,097,874

2,121,492

1,467,404

3,057,404

Company

March 2026

December 2025

NGN'000

NGN'000

19,326

19,031

1,242,528

941,332

1,467,404

3,057,404

3,687,125

5,204,124

2,729,259

4,017,767

Bank overdraft

(133,805)

(2,176)

(133,805)

(2,176)

3,553,319

5,201,948

2,595,454

4,015,591

Group

March 2026

December 2025

NGN'000

NGN'000

1262413.18

1262413.18

Company

March 2026

December 2025

NGN'000

NGN'000

1262413.18

1262413.18

17

Retained earnings

At 1 January

7,429,207

3,438,786

5,796,962

2,636,927

Profit or Loss for the period

1,512,435

4,975,103

1,342,276

4,144,716

Dividend

(984,682)

(984,682)

Group Company

March 2026

December 2025

March 2026

December 2025

Trade and other Payables

NGN'000

NGN'000

NGN'000

NGN'000

Trade Creditors

9,224,895

10,320,359

8,323,992

3,564,294

Other payables

2,639,772

2,922,697

645,963

667,326

Accruals

13,511,352

7,936,499

9,976,039

7,631,886

25,376,019

21,179,555

18,945,994

11,863,506

Other payables

WHT

190,460

-

VAT

2,334,621

2,071,443

373,545

359,059

Unclaimed dividend

7,686

7,686

7,686

7,686

Sundry creditors

297,465

653,108

264,732

300,581

19

LEASE

Group

March 2026

December 2025

NGN'000

NGN'000

Company

March 2026

December 2025

NGN'000

NGN'000

As at 1 January

19,683

26,238

19,683

26,238

Addition

9,937

3,382

9,937

3,382

Accretion of Interest

5,996

11,585

5,996

11,585

Repayment- Principal

(9,937)

(9,937)

Repayment- Interest

(5,996)

(11,585)

(5,996)

(11,585)

Exchange diff

29,620

19,683

29,620

19,683

Current Portion

29,620

19,683

29,620

19,683

Group Company

March 2026

December 2025

March 2026

December 2025

Short term loans and borrowing

NGN'000

NGN,000

NGN'000

NGN'000

Interest-bearing loans and borrowings

4,281,324

4,595,624

4,281,324

4,186,986

Bank overdraft

133,805

2,176

133,805

2,176

4,415,129

4,597,800

4,415,129

4,189,162

###

Consolidated income tax payable

Group

March 2026

December 2025

NGN'000

NGN'000

Company

March 2026

December 2025

NGN'000

NGN'000

As at 1 January

2,781,852

1,257,889

2,541,411

1,257,664

income tax

779,133

2,904,158

691,475

2,412,764

Over provision

Tax paid during the year

-

(304,585)

-

(166,079)

WHT credit note utilised

(962,938)

(962,938)

Translation adjustment

-

(112,672)

-

-

22

Investment in subsidiaries

CWG Global Services FZ-LLC relates to a new subsidiary the company incorporated in Dubai in 2023. The amount stated above refers to the initial cost the company expends on CWG Dubai. As at the year end, CWG Global Services FZ-LLC has not started operation, thus, was not part of the subsidiaries consolidated.

Shareholding Structure/ Free Float Status

For the period ended 31 March 2026

31-March-2026

31-March-2025

Description

Unit

Percentage

Unit

Percentage

Issued Share Capital

2,524,826,359

100%

2,524,826,359

100%

Substantial Shareholdings (5% and above)

ABIODUN BAMIDELE FAWUNMI

442,104,294

17.51%

446,104,294

17.67%

KWESI OKERE AUSTIN

429,664,606

17.02%

590,129,287

23.37%

IKECHUKWU OBIOHA PHILIP

418,347,754

16.57%

453,077,754

17.94%

ADEYIPO ADEWALE

258,788,145

10.25%

258,788,145

10.25%

CORDROS TRUSTEES LIMITED

182,046,257

7.21%

218,198,434

8.64%

1,730,951,056

68.56%

1,966,297,914

77.88%

Director's Shareholdings (Direct, and Indirect), excluding directors with substantial interests

AGBEYANGI BABAWALE JONATHAN

100,000

0.00%

100,000

0.00%

Total Directors Shareholdings

100,000

0.00%

100,000

0.00%

Other Influential Shareholdings

Total other Influential Shareholdings

-

0.00%

-

0.00%

Free Float in Units and Percentage

793,775,303

31.44%

558,428,445

22.12%

Free Float in Value

16,669,281,363.00

4,467,427,560.00

Declaration:

(A) CWG Plc with a free float percentage of 31.44% as at 31 March 2026, is compliant with The Exchange' free float