Quarter 5 - financial statement for 2025

The Nigerian Exchange Group Plc

Annual Report 31 December 2025

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Corporate Information 3

Directors' Report 4

Corporate Governance Report 11

Statement of Compliance with Nigerian Exchange Limited Listing Rules 19

Statement of Directors' Responsibilities in relation to the Preparation of the Consolidated and Separate

Financial Statements 20

Statement of Corporate Responsibility for the Consolidated and Separate Financial Statements 21

Statutory Audit Committee Report 22

Certification of Management's Assessment on Internal Control over Financial Reporting 23

Management's Report on the Assessment of Internal Control Over Financial Reporting 25

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial

Reporting 26

Independent Auditor's Report 29

Consolidated and Separate Statements of Comprehensive Income 35

Consolidated and Separate Statements of Financial Position 36

Consolidated and Separate Statements of Changes in Equity 37

Consolidated and Separate Statements of Cash Flows 39

Notes to the Consolidated and Separate Financial Statements 40

Value Added Statement 115

Five-year Financial Summary 116

Dr. Umaru Kwairanga Group Chairman (Non-Executive Director)

Mr. Temi Popoola Group Managing Director/ GCEO

Dr. Okechukwu Itanyi Independent Non-Executive Director

Mrs. Ojinika Olaghere Independent Non-Executive Director

Mr. Nonso Okpala Non-Executive Director

Mr. Sehinde Adenagbe Non-Executive Director

Mr. Ademola Babarinde Non-Executive Director

Mr. Mohammed Garuba Non-Executive Director

Mrs. Mosun Belo-Olusoga Independent Non-Executive Director Mrs. Fatima Wali-Abdurrahman Independent Non-Executive Director

FRC/2020/002/00000021979

Lagos FRC/2013/0000000000621

10th & 13th Floors, UBA House 57 Marina

Lagos Nigeria https://www.ey.com

The Board of Directors are pleased to present 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 2025.

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.

3. Operating results

   The Group's Operating Profit recorded an increase of 44% while the Profit before tax increased by 15% (2024: 158%). Highlights of the Group and the Company's operating results for the year under review are as follows:

   	Group	Group	Company	Company
   In thousands of Naira	2025	2024	2025	2024
   Revenue and other income	26,206,948	23,990,544	10,798,273	17,896,939
   Operating Profit	11,826,349	8,189,913	6,767,372	9,085,726
   Share of profit of equity accounted investee	3,724,177	5,419,594	-	-
   Profit before income tax expense	15,550,526	13,609,507	6,767,372	9,085,726
   Income tax expense	(5,071,244)	(3,660,693)	-	(91,311)
   Profit after income tax	10,479,282	9,920,402	6,767,372	8,966,003
   Other comprehensive income /(loss)	3,062,624	649,809	(436,031)	(12,500)
   Transfer to reserves	13,541,906	10,570,211	6,331,341	8,953,503

4. 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.

5. 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.

6. Directors' interest as at 31 December 2025

   S/N	Director's Name	Dec-25		Dec-24
   		Direct	indirect	Direct	indirect
   1	Dr. Umaru Kwairanga (Finmal Finance Company Limited)	3,053,924	22,343,000	3,053,924	22,343,000
   2	Mr. Temi Popoola	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 Securities Limited)	2,000	1,000,000	2,000	1,000,000
   6	Mr. Ademola Babarinde (Reward Investment & Securities Limited)	NIL	869,881	NIL	869,881
   7	Mr. Mohammed Garuba (CardinalStone Partners and CardinalStone Securities Limited)	10,000,000	71,154,921	10,000,000	94,941,909
   8	Mr. Nonso Okpala (VFD Group)	NIL	110,230,996	NIL	110,230,996
   9	Mrs. Mosun Belo-Olusoga	NIL	NIL	NIL	NIL
   10	Mrs. Fatima Wali-Abdurrahman	NIL	NIL	NIL	NIL

7. Substantial Interest in Shareholding

   As at 31 December 2025, the Company had 7,415 (31 December 2024: 3,153) shareholders. In compliance with the Securities and Exchange Commission's Demutualisation Rules, none of the shareholders currently hold more than 5% of the shareholding of the Company.

   A total of 216,472,453 shares are being warehoused by Stanbic IBTC Trustees Limited for the Long Term Incentive Plan ("LTIP'') 200,419,990 for employees and the balance of 16,052,463 relates to Claims Review Shares. The LTIP is effective as at reporting date.

8. Shareholding Analysis

   Shareholding Analysis as at 31 December 2025
   Share Range	Number Of Shareholders	% of Shareholder	Number Of Holdings	% of Shareholding
   1 - 10,000	6,116	82.48	8,404,862	0.38
   10001 - 50,000	610	8.23	14,829,317	0.67
   50001 - 100,000	170	2.29	13,565,365	0.62
   100001- 500,000	185	2.49	43,327,716	1.97
   500001- 1,000,000	42	0.57	30,960,516	1.40
   1000001 - 5,000,000	203	2.74	495,900,369	22.49
   5000001 - 500,000,000	89	1.20	1,597,631,762	72.47
   TOTAL	7,415	100.00	2,204,619,907	100

   Shareholding Analysis as at 31 December 2024
   Share Range	Number Of Shareholders	% of Shareholder	Number Of Holdings	% of Shareholding
   1- 10,000	2,189	69.43	4,002,077	0.18
   10001- 50,000	376	11.93	9,606,945	0.44
   50001- 100,000	140	4.44	11,444,352	0.52
   100001- 500,000	123	3.90	28,858,705	1.31
   500001- 1,000,000	39	1.24	31,624,939	1.43
   1000001- 5,000,000	195	6.18	473,948,901	21.50
   5000001- 10,000,000	67	2.12	409,346,698	18.57
   10000001- 50,000,000	14	0.44	345,220,304	15.66
   50000001- 100,000,000	7	0.22	539,779,000	24.48
   100000001- 500,000,000	3	0.10	350,787,986	15.91
   Total	3,153	100.00	2,204,619,907	100

9. 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 of the company and comply with Companies and Allied Matters Act (CAMA) 2020. They are obliged to ensure that:

   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.

10. Human Resources

    1. Report on Diversity in Employment

       The Company operates a non-discriminatory policy (Work Force Diversity and Equal Opportunities Policy) when considering applications for employment. The Company's policy is that the 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 (ED - CEO)	2	-
       All other staff members	70	39
       NGX Group board members	21	8

       All other staff members

       Female

       38%

       Male

       62%

       NGX Group board members

       Female 30%

       Male 70%

1. 1. Employment of Disabled Persons

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

   2. Health, Safety and Welfare

      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 Management Organisations (HMOs) to employees.

      Fire prevention and fire-fighting equipment are installed in strategic locations within the Company's premises. In line with its family-friendly focus and fitness, the Company provides gym services to employees.

      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.

   3. Employee Training and Development

      In line with the Company's policy of continuous 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.

2. 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. These risks 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 management of inherent operational risks.

   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.

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

4. Share based payment scheme

   The Company issued and allotted 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 (LTIP) consisting of a Deferred Bonus Plan (DBP) and an Employee Share Purchase Plan (ESPP) as a part of employee total compensation. The LTIP is effective as at reporting date.

5. Dividend

   The Directors recommended and paid an interim dividend of N1 per ordinary share of 0.50 kobo each. The Directors on 24 February 2026 recommended a final dividend of N2 per share making a total dividend of N3 per share (2024: N2/share). In addition, the Directors recommended a bonus issue of 1 ordinary share for every 3 existing shares held for the year ended 31 December 2025, subject to approval of shareholders at the next Annual General Meeting. The proposed dividend are subject to the deduction of withholding tax at the point of payment.

6. Donation

   As part of our Corporate Social Responsibility, the Group made a total donation of N162.51million in 2025 (2024: N108.69 million). The list of the beneficiaries and the sums donated are listed below:

   Beneficiary	Amount (N)
   	2025	2024
   Association of Securities Dealing Houses of Nigeria (ASHON)	75,000,000	53,000,000
   Women at Risk International Foundation (WARIF)	2,000,000	1,750,000
   Health Emergency Initiative for Indigent Patients - (BLOOM) initiatives.	26,845,000	-
   Gold Lilies Project - OSAMEDES Historic Global release sponsorship	2,000,000	-
   Presidential Stakeholder Dialogue on Entrepreneurship	10,750,000	-
   Grange School PTA Capital Development Initiative	15,000,000	-
   St. Paul's Grammar School Ebu Alumni initiative.	1,500,000	-
   The Athletics School Games (TASG)	5,912,500	-
   Africa and Middle East Depository Association Nigeria Conference 2025	10,000,000	-
   Nairametrics Financial Advocates Ltd - NCMA.	2,000,000	-
   STEM Africa Initiatives CHAMP 2025	5,000,000	-
   Rotary Club of Lagos - Sustainability.	1,500,000	1,500,000
   Parent Teacher Association (PTA) of St. Savior's School, Ikoyi	5,000,000	5,000,000
   Chartered Institute of Stockbrokers	-	35,000,000
   Fruit of God's Mercy Foundation	-	5,000,000
   Abba Charity Foundation	-	1,000,000
   REVAMP Africa	-	2,000,000
   NBA, 2nd Annual Corporate Governance	-	2,290,000
   UNGC - Member Subscription	-	957,500
   UN Global Compact - 2023 Annual Contribution	-	200,000
   Finance Fair for Women	-	1,000,000
   	162,507,500	108,697,500

7. 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/2020/002/00000021979

24 February 2026

Corporate governance report

For the year ended 31 December 2025

1. Introduction

   The Board of Nigerian Exchange Group Plc (NGX Group) is pleased to present the Corporate Governance Report for the 2025 Financial Year. The report provides insight into the operations of our governance framework and Board's key activities during the reporting period. NGX Group has in place an effective governance mechanism that not only ensures proper oversight of its business by the Board and other principal organs of the Company, but also carries on its business in a manner that engenders public trust and confidence whilst meeting the expectations of all stakeholders.

   In pursuit of this objective, NGX Group's processes are consistently re-appraised to ensure that they operate on the global standard of corporate governance at all times. NGX Group gained full membership status of the World Federation of Exchanges (the "WFE") on 28 October 2014.

2. Shareholding

   Since the demutualization of NGX Group Plc from an entity limited by guarantee to a public entity limited by shares in 2021, the membership of the Company has evolved and currently has 7,415 shareholders as at 31 December 2025.

3. The Board

   The Board of NGX Group ("the Board") is the governing body of the Company. The Board directs NGX Group Plc's business and financial affairs, strategy, structures and policies; monitors the exercise of any delegated authority; and deals with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics.

4. The Role of the Board

   In recognition of the importance of corporate governance as a key element in achieving its vision, NGX Group adopts best practices with respect to corporate governance and ensures these practices are infused into its activities to guarantee the highest level of business conduct in all its dealings with its stakeholders.

   In light of this, the Board (which is responsible for NGX Group's performance and charged with governance at the highest level) regards corporate governance as fundamentally important to the accomplishment of NGX Group's vision and mission. Members of the Board are persons with the relevant qualification, experience in their various fields and they ensure that NGX Group is properly managed and oversee Management's performance. The Board is independent of Management and discharges its oversight functions in an objective and effective manner.

   The Board retains full and effective control over NGX Group, and monitors Management's implementation of the strategic plans and financial objectives as defined by the Board. The Board also ensures that a comprehensive system of policies and procedures are in place and that appropriate governance structures exist to ensure the smooth, efficient and prudent stewardship of NGX Group.

   The Board is governed by a Charter which outlines its principal roles, matters reserved for it, regulates the parameters within which it operates and ensures the application of the principles of good corporate governance across board.

   The day-to-day management of NGX Group is vested in the hands of the Group Managing Director/Chief Executive Officer ("GMD/CEO"), who is assisted by the Management Committee. The Management Committee through the exercise of authority delegated by the Board, ensures that NGX Group discharges its obligations as a recognized non-operating holding company.

   The Board has put in place an appropriate Risk Management Framework to mitigate financial, non-financial and regulatory risks. Where necessary, the Board engages the services of external consultants to advise on risk and legal issues.

   The Board ensures that there is a succession planning policy for a smooth transition in key leadership positions at NGX Group.

   In addition to the foregoing, members of the Board have executed and adhere to a Code of Conduct which guides their dealings and commits them to behaving ethically, with integrity and honesty, and working together to achieve the Company's objectives.

   In line with good practice, the Board set up Committees to assist with certain areas of its functions. The Committees are governed by Terms of References approved by Board. The Board and its Committees endeavour to meet as frequently as required by their respective charters/terms of reference. The Board members hold an annual strategy session to review matters of strategic importance.

5. Board Structure

   The Board is currently made up of ten (10) Members; a Chairman, Group Managing Director/Chief Executive Officer (GMD/CEO), four (4) Independent Non-Executive Directors (INEDs) and four (4) Non-Executive Directors (NEDs). The GMD/CEO is responsible for the day to day running of NGX Group, assisted by the Management Committee.

   There were no changes to the Board composition in 2025.

   The Board members currently serving on the Board are as follows:

   S/N	Name	Cumulative Years of Service as at 31 December 2025
   1	Dr. Umaru Kwairanga	4 Years, 10 months
   2	Mr. Temi Popoola	2 Years, 1 month
   3	Dr. Okechukwu Itanyi	4 Years, 10 months
   4	Mrs. Ojinika Olaghere	4 Years, 10 months
   5	Mr. Ademola Babarinde	2 Years, 7 months
   6	Mr. Nonso Okpala	2 Years, 7 months
   7	Mr. Mohammed Garuba	2 Years, 7 months
   8	Mr. Sehinde Adenagbe	2 Years, 7 months
   9	Mrs. Mosun Belo- Olusoga	2 Years, 7 months
   10	Mrs. Fatima Wali-Abdurrahman	2 Years, 7 months

   The Board meets at least once every quarter and such other times as it is required to meet to address urgent matters.

6. Responsibilities of the Board

   The Board is responsible for:

   (i)

   (ii)

   (iii)

   (iv)

   (v)

   (vi)

   (vii)

   Approving the NGX Group's strategy and financial objectives and monitoring the implementation of those strategies and objectives;

   Reviewing and approving of annual budgets and business plans; setting performance objectives, monitoring implementation and corporate performance;

   Overseeing major capital expenditures, acquisitions and divestitures; Providing oversight to senior management;

   Establishment of the various Committees of NGX Group including the terms of reference and review of reports of

   such committees to address key areas of NGX Group's business;

   Ensuring the integrity of NGX Group's accounting and financial reporting systems, including the internal audit function and that appropriate systems of control and risk monitoring are in place;

   Monitoring the effectiveness of the governance practices under which NGX Group operates and making appropriate changes as necessary; and

   (viii) Overseeing the establishment, implementation and monitoring of a Group-wide risk management framework to identify, assess and manage business risks facing the NGX Group. This includes, but is not limited to financial, operational, information technology, legal, strategic, reputation and compliance risks.

   The Board established four (4) standing Committees to facilitate the effective discharge of its oversight responsibilities and efficient decision-making. These Committees are constituted with formal Terms of Reference, which set out each Committee's roles, duties, and authority as well as the requirements for its composition, meeting procedures, and ancillary matters. These Committees also present formal report of their activities and recommendations to the Board. These Committees are made up of individuals with relevant skills and competencies who devote sufficient time to the Committees' work.

7. Board Committees

   The Committees of the Board were formed for the speedy and efficient functioning of the Board. The Committees are set up in line with statutory and regulatory requirements and consistent with global best practice.

   The Committees have well defined Terms of Reference defining their scope of responsibilities in such a way as to avoid overlap of functions. Below is an overview of the remit of the Committees and their membership composition during the year under review:

   1. Board Governance & Remuneration Committee

      The Committee is charged with ensuring that NGX Group complies with good corporate governance policies and practices.

      The Committee also provides oversight functions over NGX Group's human resource policies.

      The membership of the Committee as at 31 December 2025 is as follows:

      1. Mrs. Ojinika Olaghere - Chairperson

      2. Mr. Mohammed Garuba

      3. Mrs. Fatima Wali-Abdurrahman

      4. Mr. Sehinde Adenagbe

   2. Board Risk and Audit Committee

      The Committee provides supervision and advises the Board on its oversight functions in the following areas: (a) Enterprise Risk Management; (b) Regulatory Compliance; (c) Internal Audit; (d) Internal Control; (e) Financial Reporting; and (f) Sustainability. The Committee is also charged with providing reasonable assurance regarding the Board's oversight responsibilities with respect to NGX Group's financial statements, the effectiveness of its internal controls and the framework for risk identification, assessment and management.

      The membership of the Committee as at 31 December 2025 is as follows:

      1. Mr. Ademola Babarinde - Chairman

      2. Dr. Okechukwu Itanyi

      3. Mr. Mohammed Garuba

      4. Mrs. Mosun Belo-Olusoga

   3. Board Strategy, Finance and Investment Committee

      The Committee is charged with providing oversight responsibilities in relation to: (a) Strategy Planning, Monitoring and Tracking; (b) Capital Planning, Allocation and Management; (c) Investment Planning and Management; (d) Budgetary and Performance Reporting; and (e) Finance

      The membership of the Committee as at 31 December 2025 is as follows:

      1. Mr. Nonso Okpala - Chairman

      2. Mr. Temi Popoola

      3. Mrs. Mosun Belo-Olusoga

      4. Mrs. Fatima Wali-Abdurrahman

      5. Mr. Sehinde Adenagbe

   4. Statutory Audit Committee

      The Statutory Audit Committee is established pursuant to the provisions of Section 404 (3) of CAMA 2020. It is composed of three (3) shareholder representatives and two (2) Directors.

      The Committee is charged with providing oversight functions in the following areas: (a) External Audit; (b) Internal Audit; and (c) Financial Reporting.

      The membership of the Committee as at 31 December 2025 is as follows:

      1. Mr. Samuel Adejumo - Chairman/Shareholders' representative

      2. Mr. Peter Eyanuku - Shareholders' representative

      3. Mr. Samuel Ayininuola - Shareholders' representative

      4. Mrs. Ojinika Olaghere - Board Director

      5. Dr. Okechukwu Itanyi - Board Director

         Tenure of the Statutory Audit Committee

         The tenure of each Committee member is from the date of election at an AGM till the next AGM. The membership may, however, be renewed through re-election at the next AGM.

         S/N	Committees	Number of Meetings held in 2025	Summary of Activities in 2025
         1.	Board Governance and Remuneration Committee	7 meetings 100% attendance	Director/CEO (GCEO) companies. overall Board effectiveness.
         2	Board Risk and Audit Committee	4 meetings 100% attendance	Board for approval. External Auditors in the absence of Management

         • Set the 2025 Key Performance Indicators (KPIs) of the Group Managing

         • Set the 2025 Key Performance Indicators (KPIs) for the subsidiary

         • Reviewed the Workforce Capabilities Exercise for NGX Group and provided strategic recommendations to the Board based on the Consultant's advice.

         • Provided oversight for the implementation of the Employee Share Ownership Plan, strengthening employee alignment, motivation, and the NGX Group's competitive positioning.

         • Oversaw a review of staff remuneration to align compensation structures with market benchmarks, attract top talent, and sustain employee motivation.

         • Conducted a comprehensive review of the NGX Group Travel Policy to ensure that approved travel rates reflect prevailing economic conditions while adequately supporting staff welfare and operational effectiveness.

         • Considered the 2024 Board Evaluation Report and advised the Board on

         • Provided oversight on Enterprise Risk Management, Regulatory Compliance, Internal Audit, Internal Control, Financial Reporting, and Sustainability.

         • Considered the Enterprise Risk Management Reports comprising: Business and Risk Management Report; Information Security and Business Continuity Report; Internal Control Status Report; and Investment Risk Report;

         • Considered the Internal Audit, Compliance and Legal Risk Reports.

         • Considered and recommended to the Board for approval the submission of the 2024 Audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively.

         • Considered and recommended to the Board for approval the submission of the quarterly Un-audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission.

         • Considered and recommended the 2025 Risk-Based Audit Plan to the

         • Considered and recommended to the Board the 2025 External Audit Plan.

         • In line with its statutory obligations, held meetings with the Internal and

         S/N	Committees	Number of Meetings held in 2025	Summary of Activities in 2025
         3	Statutory Audit Committee	4 meetings 100% attendance
         4	Board Strategy, Finance and Investment Committee	7 meetings 100% attendance	signatories to the bank accounts of NGX Group. honour of retired directors of the NGX Group.

         • Considered and approved the 2025 external audit plan

         • Considered and approved the 2025 Risk Based Audit Plan

         • Considered the quarterly Internal Audit Report.

         • Considered and recommended to the Board for approval the submission of the 2024 Audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively.

         • Considered and recommended to the Board for approval the submission of the quarterly Un-audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively.

         • Considered and recommended to the Board for approval the submission of the quarterly Un-audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission

         • Considered and recommended to the Board for approval the updated

         • Provided strategic direction on the implementation of tax-efficient initiatives aimed at optimising the NGX Group's tax position and enhancing overall financial efficiency.

         • Oversaw the Board Study Tour to Brazil, designed to enhance strategic insight, support informed decision-making, and expose the Board to relevant international market practices in furtherance of long-term shareholder value.

         • Oversaw the planning and execution of the ceremonial dinner held in

         • Oversaw the execution of the N-Zero Project as part of the NGX Group's ESG and sustainability agenda, supporting climate responsibility and longterm value creation.

8. Record of the Board and Committee meetings held in 2025

   The table below shows the frequency of meetings of the Board, Board Committees and members' attendance at these meetings

   during the year under review.

   S/N	Board Member	03-Feb-25	25-Feb-25	11-Mar-25	09-Apr-25	24-Jul-25	18-Aug-25	29-Oct-25	30-Dec-25
   1.	Dr. Umaru Kwairanga	P	P	P	P	P	P	P	P
   2.	Mr. Temi Popoola	P	P	P	P	P	P	P	P
   3.	Dr. Okechukwu Itanyi	P	P	P	P	P	P	P	P
   4.	Mrs. Ojinika Olaghere	P	P	P	P	P	P	P	P
   5	Mr. Nonso Okpala	P	P	P	P	P	P	P	P
   6	Mr. Ademola Babarinde	P	P	P	P	P	P	P	P
   7	Mr. Sehinde Adenagbe	P	P	P	P	P	P	P	P
   8	Mr. Mohammed Garuba	P	P	P	P	P	P	P	P
   9.	Mrs. Mosun Belo-Olusoga	P	P	P	P	P	P	P	P
   10.	Mrs. Fatima Wali- Abdurrahman	P	P	P	P	P	P	P	P

   Board Risk and Audit Committee

   S/N	Committee Member	18-Feb-25	23-Apr-25	18-Jul-25	23-Oct-25
   1.	Mr. Ademola Babarinde	P	P	P	P
   2.	Dr. Okechukwu Itanyi	P	P	P	P
   3	Mrs. Mosun Belo-Olusoga	P	P	P	P
   4	Mr. Mohammed Garuba	P	P	P	P

   Board Governance and Remuneration Committee

   S/N	Committee Member	13-Feb-25	22-Apr-25	03-Jul-25	29-Sept-25	23-Oct-25	18-Nov-25	30-Dec-25
   1.	Mrs. Ojinika Olaghere	P	P	P	P	P	P	P
   2.	Mr. Mohammed Garuba	P	P	P	P	P	P	P
   3.	Mr. Sehinde Adenagbe	P	P	P	P	P	P	P
   4.	Mrs. Fatimah Wali- Abdurrahman	P	P	P	P	P	P	P

   Board Strategy, Finance and Investment Committee

   S/N	Committee Member	14-Jan-25	19-Feb-25	25-Apr-25	27-Jun-25	18-Jul-25	23-Oct-25	24-Dec-25
   1.	Mr. Nonso Okpala	P	P	P	P	P	P	P
   2.	Mr. Temi Popoola	P	P	P	P	P	P	P
   3	Mr. Sehinde Adenagbe	P	P	P	P	P	P	P
   4	Mrs. Fatima Wali-Abdurrahman	P	P	P	P	P	P	P
   5	Mrs. Mosun Belo-Olusoga	P	P	P	P	P	P	P

   Statutory Audit Committee

   S/N	Committee Member	18-Feb-25	23-Apr-25	23-Jul-25	28-Oct-25
   1.	Mr. Samuel Adejumo, (Chairman)	P	P	P	P
   2.	Mr. Peter Eyanuku	P	P	P	P
   3.	Mr. Samuel Ayininuola	NM	P	P	P
   4.	Mrs. Ojinika Olaghere	P	P	P	P
   5.	Dr. Okechukwu Itanyi	P	P	P	P

   KEY

   P Present

   A Absent

   NM Not A Member RS Resigned

9. Relationship with Stakeholders

   Nigerian Exchange Group maintains an effective communication with its stakeholders, which enables them understand its business, financial condition and operating performance and trends. Apart from the annual report and accounts, proxy statements, NGX Group maintains a rich website that provides information on a wide range of issues for all stakeholders.

10. Appointment of Board Members

    NGX Group developed a comprehensive, clearly defined and transparent procedure for appointment to the Board. This procedure is documented in the NGX Group's Policy on Nomination/Appointment of Individuals/Institutions to the Board. The Policy:

    (i)

    Provides a comprehensive, clearly defined and transparent procedure for the nomination and/ or appointment of Individuals/Institutions to the Board;

    1. Ensures that NGX Group is managed and overseen by competent, capable and trustworthy individuals resulting in an effective Board; and

    2. Ensures that the Board is structured in such a way that it has an understanding of NGX Group's current and emerging issues, as

    well as the requisite competence and ability to oversee Management, as it addresses these emerging issues.

    The Board Governance and Remuneration Committee (BGRC) is responsible for assessing and nominating potential candidates to the Board and its Committees. The BGRC is also responsible for recommending these candidates to the Board for consideration to fill a casual vacancy and or for election at NGX Group's Annual General Meeting (AGM) . Once approved by the Board, the candidates for appointment to the Board are presented to the SEC for its approval prior to their presentation for election at NGX Group's Annual General Meeting.

11. Induction and Training of Board Members

    Newly appointed Board members are onboarded in order to ensure that they can promptly and efficiently discharge their duties. The onboarding process is to build a solid foundation for informed oversight of NGX Group. The onboarding process is set forth as follows:

    • Provision of the Board Onboarding Packet;

    • A Formal induction session for Board and for each Committee;

    • Familiarization meeting with NGX Group's Management team; and

    • Completion of the Self-assessment form to determine training needs.

    Board members are provided with the necessary support and resources during their tenure as Board Members and are trained annually based on identified training needs to ensure effective oversight in a dynamic and changing environment.

12. Conflict of Interest Policy

    The Board maintains a Conflict of Interest Policy and all Board members are required to execute same stating that they would adhere to its provisions. The Conflict of Interest Policy ensures transparency and objectivity, protects the interests of NGX Group's shareholders, stakeholders and the general investing public in the course of the activities of the Board or any of its Committees. The policy ensures that conflicts of interest, whether real or perceived, that may arise within the Board are identified, disclosed and managed appropriately.

13. Whistle Blowing Policy

    NGX Group is subscribed to the KPMG Ethics Line (an external whistleblowing program) in compliance with Principle 19 of the Nigerian Corporate Governance Code 2018 which requires Public Companies to establish a whistleblowing system for reporting unethical/unlawful activities. The KPMG Ethics Line is independent of NGX Group and therefore objective as it provides a higher level of assurance that the whistle-blower would remain anonymous and all disclosures would be treated in a confidential manner.

14. Remuneration Policy

    Elements of NGX Group's Remuneration Policy

    Key Principles Underlying Remuneration
    Board Members	· should not be at a level that can compromise their independence;
    	· should match the levels paid to directors in comparable companies, whilst also taking into consideration Board members' required competencies, effort and the scope of the work and duties, and time commitments;
    	· the remuneration paid will not include any performance related elements; and
    	· there will be no pension for Board Members
    Senior Management	· attract, motivate and retain required key talents.
    	· competitive when benchmarked against comparable companies;

15. Evaluation of the Board

    The Board established a system to undertake a formal and rigorous annual evaluation of its performance, that of its Committees, the Board Chairman and individual Board Members. The Board recognizes that Board evaluation is a critical structural tool for assessing Board effectiveness and efficiency. The process and modalities are clearly defined in the Evaluation Policy.

    NGX Group engaged an external Consultant to evaluate the performance of its Board, Committees and individual Board members for the year ended 31 December 2025. The assessment covers the Board's structure and composition, responsibilities, processes and relationships for the year.

16. Company Secretary

    The Company Secretary possesses the requisite skills, qualifications, and competence to effectively discharge the responsibilities of the office. Mr. Izuchukwu Akpa was appointed Acting Group Company Secretary with effect from 21 February 2024. He is a corporate governance professional with strong expertise in company secretarial practice, board advisory, and regulatory compliance. He holds several professional certifications and maintains active membership across reputable professional bodies, reflecting his commitment to the highest standards of professionalism. In the course of his career, he has demonstrated the competence, judgement, and integrity required to effectively support the Board and Management, and among other things:

    1. Provides the Board and its members with detailed guidance on their statutory and fiduciary duties, governance issues, and how

       their responsibilities should be properly discharged in NGX Group's interest;

    2. Manages Board communication and communication among Board inter se and between Board and Management;

    3. Inducts new Board members to assist them transit quickly and effectively into their new roles as Board Members, particularly, to

       accelerate new members' integration and enable them to make quality contributions to Board discourse and decision making;

    4. Renders ongoing support and assistance to the Board;

    5. Organizes relevant professional training as required by the Board.

17. Regulatory Compliance/Fines:

There were no fines charged and recorded in the year under review.

The Nigerian Exchange Group Plc

Annual Report 31 December 2025

Nigerian Exchange Group Plc has notified its Directors, Audit Committee members, employees and all individuals categorized as insiders to refrain from dealing in the Company's shares during the close period and also provided advisory to insiders on the regulatory requirements for trading in NGX Group Plc Shares. The Company Security Trading Policy has been in line with the requirement of Rule17.15, Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule).

Dr. Umaru Kwairanga Mr. Izuchukwu Emmanuel Akpa

FRC/2013/CISN/0000002357 FRC/2020/002/00000021979

Chairman Acting Company Secretary

24 February 2026 24 February 2026

The Companies and Allied Matters Act, 2020, requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss and other comprehensive income. The responsibilities include ensuring that the Group:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and the Company in compliance with the requirements of the Companies and Allied Matters Act 2020, the Investments and Securities Act 2023, the Financial Reporting Council of Nigeria (amendment) Act, 2023 and relevant Securities and Exchange Commission guidelines and circulars;

2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. prepares its consolidated and separate financial statements using appropriate accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied.

The Directors accept responsibility for the annual consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with the IFRS Accounting Standards as issued by the International Accounting Standards Board, and the requirements of the Companies and Allied Matters Act, 2020, the Investments and Securities Act 2025 and the Financial Reporting Council of Nigeria (Amendment) Act 2023.

The Directors are of the opinion that the consolidated and separate financial statements present fairly, in all material respects, the financial position and financial performance of the Group and the Company for the year ended 31 December 2025. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the consolidated and separate financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the Directors to indicate that the Group and the Company will not remain a going concern for at least twelve months from the date of this statement.

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

Dr. Umaru Kwairanga Mr. Temi Popoola

FRC/2013/CISN/0000002357 FRC/2013/CISN/00000005400

Chairman Group Managing Director/Chief Executive Officer

24 February 2026 24 February 2026

Statement of Corporate Responsibility for the Consolidated and Separate Financial Statements for the year ended 31 December 2025

Further to the provisions of Section 405 of the Companies and Allied Matters Act (CAMA), 2020, we, the Managing Director/CEO and Chief Financial Officer, hereby certify the consolidated and separate financial statements of Nigerian Exchange Group Plc ("the NGX Group" and " the Company") for the year ended 31 December 2025 as follows:

1. That we have reviewed the audited consolidated and separate financial statements of the Group and the Company for the year ended 31 December 2025.

2. That the audited consolidated and separate financial statements do not contain any untrue statement of material fact or omit to state a material fact which would make the statements misleading, in the light of the circumstances under which such statement was made.

3. That the audited consolidated and separate financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Group and the Company as of and for the year ended 31 December 2025.

4. That we are responsible for establishing and maintaining internal controls and have designed such internal controls to ensure that material information relating to the Group is made known to the officer of the company and other officer of the subsidiaries, during the year ended 31 December 2025.

5. That we have evaluated the effectiveness of the Group and Company's internal controls within 90 days prior to the date of audited consolidated and separate financial statements, and certify that the Company's internal controls are effective as of that date.

6. That there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective action with regard to significant deficiencies and material weaknesses.

7. That we have disclosed the following information to the Group and Company's Auditors and Audit Committee:

   1. there are no significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and have identified for the Company's auditors any material weaknesses in internal controls, and

   2. there is no fraud that involves management or other employees who have a significant role in the Company's internal

control.

Mr. Temi Popoola Mr. Bayo Opatade

FRC/2013/CISN/00000005400 FRC/2018/ICAN/00000018978

Group Managing Director/Chief Executive Officer Group Chief Financial Officer

24 February 2026 24 February 2026

Statutory Audit Committee Report for the year ended 31 December 2025 To: The Members of the Nigerian Exchange Group Plc

In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act, 2020, we the Members of the Statutory Audit Committee of Nigerian Exchange Group Plc ("the Company") having carried out our statutory functions under the Act, hereby report that:

1. the accounting and reporting policies of the Group and Company are in accordance with legal requirements and agreed ethical practices;

2. the scope and planning of both the external and internal audit for the year ended 31 December, 2025 are satisfactory;

3. the internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the internal control systems; and

4. having deliberated with the Independent Auditor, who confirmed that necessary co-operation was received from Management in the course of their statutory audit and having reviewed the Independent Auditor's memorandum of recommendations on accounting procedures and internal control matters, we are satisfied with Management responses thereon.

Finally, we acknowledge the co-operation of Management and staff in the conduct of our duties. Members of the Statutory Audit Committee are:

1. Mr. Samuel Adejumo - Chairman/Shareholders' representative

2. Mr. Peter Eyanuku - Shareholders' representative

3. Mr. Samuel Ayininuola - Shareholders' representative

4. Mrs. Ojinika Olaghere - Board Director

5. Dr. Okechukwu Itanyi - Board Director

   
   
   

   Mr. Samuel Adejumo FRC/2014/CISN/00000008649

   Chairman, Statutory Audit Committee 18 February 2026

   To comply with the provisions of Section 1.1 of SEC Guidance of implementation of Sections 60-63 of Investments and Securities Act 2025 we hereby make the following statements regarding the Internal Controls of Nigerian Exchange Group Plc for the year ended 31 December 2025.

   I, Temi Popoola, certify that:

   1. I have reviewed this Management assessment on Internal Control over financial reporting of Nigerian Exchange Group Plc.

   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

   4. I:

      1. &am responsible for establishing and maintaining internal controls;

      2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      4. have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

   5. I have disclosed, based on my most recent evaluation of internal control system, to the Company's auditors and the audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):

      1. There were no significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      2. There were no fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

   6. I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Mr. Temi Popoola FRC/2013/CISN/00000005400

Group Managing Director/Chief Executive Officer 24 February 2026

To comply with the provisions of Section 1.1 of SEC Guidance of implementation of Sections 60-63 of Investments and Securities Act 2025 we hereby make the following statements regarding the Internal Controls of Nigerian Exchange Group Plc for the year ended 31 December 2025.

I, Bayo Opatade, certify that:

1. I have reviewed this Management assessment on Internal Control over financial reporting of Nigerian Exchange Group Plc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. I:

   1. a&m responsible for establishing and maintaining internal controls;

   2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   4. have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

5. I have disclosed, based on our most recent evaluation of internal control system, to the Company's auditors and the audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):

   1. There were no significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

   2. There were no fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

6. I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Mr. Bayo Opatade FRC/2018/ICAN/00000018978

Group Chief Financial Officer 24 February 2026

Management of Nigeria Exchange Group Nigeria Plc ("Nigeria Exchange Group" or the "Company") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to Management and the Board of Directors regarding the reliability of financial reporting and the preparation of consolidated and separate financial statements for external purposes in accordance with generally accepted accounting principles.

Nigeria Exchange Group's system of internal control over financial reporting is supported with written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified. All internal control systems have inherent limitations, including the possibility of circumvention and overriding of controls, and, therefore, can provide only reasonable assurance as to the reliability of consolidated and separate financial statements preparation and such asset safeguarding.

Management has assessed the effectiveness of its internal control over financial reporting as of 31 December 2025. In making this assessment, Management used the COSO 2013 "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that, as of 31 December 2025, the Company's internal control over financial reporting is designed and operating effectively. Additionally, based on Management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of 31 December 2025.

The effectiveness of the Company's internal control over financial reporting as of 31 December 2025, has been reviewed by Ernst & Young, an independent registered public accounting firm, as stated in their report dated 27 February 2026.

Mr. Temi Popoola Mr. Bayo Opatade

FRC/2013/CISN/00000005400 FRC/2018/ICAN/00000018978

Group Managing Director/Chief Executive Officer Group Chief Financial Officer

24 February 2026 24 February 2026

Ernst & Young

10th Floor, UBA House 57, Marina

Lagos, Nigeria

Tel: +234 (01) 844 996 2/3

Fax: +234 (01) 463 0481

ey.com

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over

Financial Reporting

To the Members of the Nigerian Exchange Group Plc

Scope

We have been engaged by the Nigerian Exchange Group Plc ("the Company") and its subsidiaries (together "the Group''), to perform a 'limited assurance engagement', based on International Standards on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, herein referred to as "the Engagement", to report on the Nigerian Exchange Group Plc Internal Control over Financial Reporting (ICFR) (the "Subject Matter") contained in the Nigerian Exchange Group Plc Management's Assessment on Internal Control over Financial Reporting as of 31 December 2025 (the "Report").

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Criteria applied by the Nigerian Exchange Group Plc

In designing, establishing and operating the Internal Control over Financial Reporting (ICFR) and preparing the Management's assessment of the Internal Control over Financial Reporting (ICFR), the Nigerian Exchange Group Plc applied the requirements of Internal Control-Integrated Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting (Criteria). Such Criteria were specifically designed to enable organizations effectively and efficiently develop systems of internal control that adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization. As a result, the subject matter information may not be suitable for another purpose.

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over

Financial Reporting - Continued

Nigerian Exchange Group Plc's responsibilities

The Nigerian Exchange Group Plc's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Nigerian Exchange Group Plc's management's assessment of the Internal Control over Financial reporting as of 31 December 2025 in accordance with the criteria.

Our responsibilities

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reporting based on our Assurance engagement.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and perform our engagement to obtain limited assurance on the entity's internal control over financial reporting based on our assurance engagement.

Our independence and quality management

We have maintained our independence and confirm that we have met the requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) and have the required competencies and experience to conduct this assurance engagement.

We also apply International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements, which requires that we design, implement, and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Description of procedures performed

The procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have obtained had a reasonable assurance engagement been performed.

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over

Financial Reporting - continued

Conclusion

In conclusion, nothing has come to our attention to indicate that the internal control over financial reporting put in place by management is not adequate as of 31 December 2025, based on the requirements of Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting.

Other Matter

We also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements of the Nigerian Exchange Group Plc for the year ended 31 December 2025 and we expressed an unmodified opinion in our report dated 27 February 2026.

Our conclusion is not modified in respect of this matter.

Kanayo Echena

FRC/2012/PRO/ICAN/004/0000000159

For Ernst & Young Lagos, Nigeria

27 February 2026

Ernst & Young 10th & 13th Floors UBA House

57 Marina

P.O. Box 2442, Marina Lagos, Nigeria

Tel: +234 (01) 631 4500

Fax: +234 (01) 463 0481

Email: service@ng.ey.com https://www.ey.com

Independent Auditor's Report

To the Members of Nigerian Exchange Group Plc

Report on the Audit of the Consolidated and Separate Financial Statements

Opinion

We have audited the consolidated and separate financial statements of the Nigerian Exchange Group Plc ("the Company") and its subsidiaries (together "the Group''), which comprise the consolidated and separate statements of financial position as at 31 December 2025, and the consolidated and separate statements of comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the Group and the Company as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the provisions of the Companies and Allied Matters Act, 2020 and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) ) as applicable to audits of financial statements of public interest entities, together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statements.

Independent Auditor's Report

To the Members of Nigerian Exchange Group Plc

Report on the Audit of the Consolidated and Separate Financial Statements

The Key Audit Matter applies to the audit of the consolidated financial statements.