Totalenergies Marketing Nigeria PlcNSENG: TOTAL

Quarter 1 - financial statement for 2026

· Issued by Totalenergies Marketing Nigeria Plc


TOTALENERGIES MARKETING NIGERIA PLC UNAUDITED FINANCIAL STATEMENTS 31 MARCH 2026

RESULTS AT A GLANCE

FOR THE PERIOD ENDED

31 March

31 March

2026

2025

Change

₦'000

₦'000

%

Revenue

197,180,236

221,621,207

(11)

Profit before income taxation

1,913,861

1,121,951

71

Profit/(loss) for the period

1,171,296

(120,027)

(1,076)

Total comprehensive income/(loss) for the period

1,171,296

(120,027)

(1,076)

Share capital

169,761

169,761

-

Shareholders' funds

48,711,197

61,380,138

(21)

31 March

31 March

2026

2025

Change

PER SHARE DATA:

%

Based on 339,521,837 ordinary shares of 50 kobo each:

Earnings/(Loss) per 50 kobo share (Naira) - basic

3.45

(0.35)

(1,076)

Stock exchange quotation (Naira)

640.00

679.70

(6)

Number of staff

404

420

(4)

STATEMENT OF FINANCIAL POSITION

AS AT

31 March

31 December

2026

2025

Notes

₦'000

₦'000

Non-current assets

Property, plant and equipment

16

60,411,165

62,038,414

Right-of-use assets

17 (i)

12,848,474

9,772,313

Intangible assets

15

60,209

74,426

Trade and other receivables

19.1

4,918,217

6,021,005

Total non-current assets

78,238,065

77,906,158

Current Assets

Inventories

18

97,692,514

133,460,192

Witholding tax receivables

11.2.1

1,459,422

845,156

Trade and other receivables

19

125,596,435

129,575,047

Prepayments

20

4,474,494

1,979,387

Cash and cash equivalents

27

48,551,802

44,784,443

Total current assets

277,774,667

310,644,225

Total assets

356,012,732

388,550,383

Equity

Share capital

26

169,761

169,761

Retained earnings

48,541,436

47,370,140

Total equity

48,711,197

47,539,901

Non-current liabilities

Deferred tax liabilities

11.3

6,901,258

6,416,452

Lease liabilities

22

966,657

343,925

Employee benefits

12

3,758,693

3,456,959

Total non-current liabilities

11,626,608

10,217,336

Current liabilities

Current tax liabilities

11.2

3,952,795

3,695,036

Loans and borrowings

21

100,008,736

84,671,515

Trade and other payables

24

185,535,175

236,527,566

Deferred income

25

5,181,588

5,544,439

Lease liabilities

22

996,633

354,590

Total current liabilities

295,674,927

330,793,146

Total liabilities

307,301,535

341,010,482

Total equity and liabilities

356,012,732

388,550,383





These financial statements were approved and authorised for issue by the Board of Directors of the Company on 27th April 2026 and signed on behalf of the Board by:

Wilfried Konde - Managing Director Olubunmi Popoola-Mordi - Executive Director

FRC/2013/IODN/00000002084 FRC/2013/ICSAN/00000002042

Additionally certified by:



Samson Eghwerehe - Head of Finance

FRC/2018/ICAN/00000018952

The accompanying notes form an integral part of these financial statements.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED

31 March

2026

31 March

2025

Notes

₦'000

₦'000

Revenue 6

197,180,236

221,621,207

Cost of sales 7

(170,227,608)

(197,112,889)

Gross profit

26,952,628

24,508,318

Other income 8.1

1,962,115

2,393,211

Other expenses 8.1.2

-

(6,586)

Selling & distribution costs 10.1

(2,246,299)

(2,204,114)

Administrative expenses 10.2

(20,453,786)

(17,709,464)

Net impairment loss on financial assets 30 (iv)

(23,912)

(17,095)

Operating profit

6,190,746

6,964,270

Finance income 9

490,923

986,979

Finance costs 9

(4,767,808)

(6,829,298)

Net finance costs

(4,276,885)

(5,842,319)

Profit before income taxation

1,913,861

1,121,951

Minimum taxation 11.1.3

-

(1,108,106)

Income taxation 11.1.1

(742,565)

(133,872)

Total comprehensive income/(loss) for the period

1,171,296

(120,027)

Earnings per share

Basic and diluted earning/(loss) per share 14

3.45

(0.35)

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

for the year ended

31 March 2026

Share

capital

₦'000

Retained

earnings

₦'000

Total

equity

₦'000

Notes

Balance at 1 January 2026

169,761

47,370,140

47,539,901

Profit for the period

14

-

1,171,296

1,171,296

Total comprehensive profit for the period

-

1,171,296

1,171,296

Balance at 31 March 2026

169,761

48,541,436

48,711,197

for the year ended 31 March 2025

Share

capital

₦'000

Retained

earnings

₦'000

Total

equity

₦'000

Notes

Balance as at 1 January 2025

169,761

74,911,277

75,081,038

Profit for the period

14

-

(120,027)

(120,027)

Total comprehensive income for the period

-

(120,027)

(120,027)

Transactions with owners of the Company:

Contributions and Distributions

Prior year final dividend

13.1

-

(13,580,873)

(13,580,873)

Total transactions with owners of the Company

-

(13,580,873)

(13,580,873)

Balance at 31 March 2025

169,761

61,210,377

61,380,138

The accompanying notes form an integral part of these financial statements.

TOTALENERGIES MARKETING NIGERIA PLC

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED

31 March

31 March

2026

2025

Note

₦'000

₦'000

Profit/(loss) for the period

1,171,296

(120,027)

Adjustments for:

Depreciation of property, plant and equipment 16

3,040,795

1,753,096

Depreciation of right-of-use asset 17 (i)

744,222

496,617

Amortisation of intangible assets 15

14,217

14,474

Provision for employee benefits 12 (i)

306,757

477,200

Net impairment write-back on financial assets 19 (a)

23,912

17,095

Write back of inventory (Net) 18 (a)

1,492,232

-

(Gain)/loss on disposal of property, plant and equipment 8.1

(696)

6,586

Net foreign exchange gain 8.2

(172,981)

(490,417)

Net finance costs 9

4,276,885

5,842,319

Income taxation 11.1.1

742,565

133,872

Minimum taxation 11.1.3

-

1,108,106

11,639,205

9,238,921

Changes in:

- Inventories 18 (a)

34,275,446

37,063,096

- Trade and other receivables 19.1 (a)

3,767,081

(13,641,213)

- Prepayments 20 (a)

(2,495,107)

(143,006)

- Trade and other payables 24 (a)

(48,330,548)

(28,368,890)

- Witholding tax credit note utilized 11.2.1

(614,267)

(8,792)

- Deferred income 25 (a)

(362,851)

353,721

Cash (used in)/generated from operating activities

(2,121,041)

4,493,837

Payment for employee benefits 12 (i)

(5,023)

(821)

Interest received on staff loans 9

66,228

86,503

Interest paid on lease liabilities 9

(188,926)

(46,895)

Net cash (used in)/generated from operating activities

(2,248,762)

4,532,624

Cash flows from investing activities

Additions to right-of-use asset 17 (iii)

(3,820,383)

(12,750)

Purchase of property, plant and equipment 16

(1,413,546)

(1,715,669)

Interest received on deposits for unclaimed dividend 9

66,987

28,867

Decrease/(increase) in long term receivables 19.1 (a)

1,102,788

1,550,094

New leases 23

1,585,227

(93,452)

Interest received on deposits 9

357,708

871,609

Proceeds from disposal of property, plant and equipment 16.2

696

-

Net cash (used in)/generated from investing activities

(2,120,523)

628,700

Cash flows from financing activities

Interest paid on bank overdraft 9

(4,578,882)

(6,782,403)

Payment on lease liabilities 23

(320,452)

(625,860)

Dividends paid 13.1

(5,153)

-

Net cash used in financing activities

(4,904,487)

(7,408,262)

Net decrease in cash and cash equivalents

(9,273,772)

(2,246,938)

Cash and cash equivalents at 1 January

(39,887,072)

(24,387,135)

Effect of movement in exchange rates on cash held 8.2

(2,296,090)

14,961,740

Cash and cash equivalents as at period ended 31 March 27

(51,456,934)

(11,672,333)

Cash and cash equivalents as at year ended 31 December

(39,887,072)

The accompanying notes form an integral part of these financial statements.

  1. The Company Legal form:

    The Company was incorporated in NIgeria as a private limited liability company in 1956 and was converted to a public company in 1978. The merger of the Company with Elf Oil Nigeria Limited which commenced globally in November 1999 was completed in Nigeria in 2002. With this development, the authorised, issued and fully paid share capital was ₦148,541,000 made up of 297,082,000 ordinary shares of 50k each. In 2003, to mark the completion of its corporate mergers, Total Group worldwide reverted to its former name Total and adopted a new logo with a unifying design to express its corporate ambition.

    With the capitalisation of the bonus issue of 42,440,228 ordinary shares of 50k each in March 2004, the authorised share capital became

    ₦169,760,918 made up of 339,521,837 ordinary shares of 50k each. 61.72% of the Company's ordinary shares were held by Total Societe Anonyme up until 2013 when a restructuring was concluded and Total Raffinage Marketing became the shareholders of 61.72% of Total Nigeria Plc (now TotalEnergies Marketing Nigeria Plc) while the remaining 38.28% are held by some members of the general public. Total Raffinage Marketing is now called TotalEnergies Marketing Services.

    In 2021, Total Group worldwide changed its name to TotalEnergies and adopted a new logo, thereby anchoring the transformation into a broad energy business within the Company's identity. Accordingly, the Company changed its name from Total Nigeria Plc to TotalEnergies Marketing Nigeria Plc in the same period.

    31 March 2026 31 December 2025

    Number

    Holdings

    Number

    Holdings

    '000

    %

    '000

    %

    TotalEnergies Marketing Service

    209,560

    61.72

    209,560

    61.72

    Other shareholders

    129,962

    38.28

    129,962

    38.28

    339,522

    100.00

    339,522

    100.00

    No shareholder, except as disclosed above, held more than 5% of the issued share capital of the Company as at 31 March 2026 (2025: nil).

    Principal activities

    The principal activity of the Company is the blending of lubricants, sales and marketing of refined petroleum products and solar products.

    Description of business

    TotalEnergies Marketing Nigeria Plc. ("the Company") is a subsidiary of TotalEnergies Marketing Services ("the Parent Company") in France and operates in the petroleum marketing and distribution business in Nigeria. The Company's registered office is situated at:

    Plot 1415-E, Adetokunbo Ademola Street Victoria Island

    Lagos State

  2. Basis of preparation

    These financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS Acounting Standards) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRIC). The financial statements comply with IFRS Accounting Standards Board as issued, applicable to companies reporting under IFRS Accounting Standards, in the manner required by the Financial Reporting Council (FRC) of Nigeria (Amendment) Act, 2023 and the Companies and Allied Matters Act (CAMA), 2020.

    1. Basis of measurement

      These financial statements have been prepared under the going concern and historical cost convention except for defined benefit liability measured using the projected unit credit method and lease liabilty measured at the present value of future lease payments.

    2. Functional and presentation currency

      These financial statements are presented in Nigerian Naira (NGN), which is the Company's functional currency. All financial information presented in Nigerian Naira have been rounded to the nearest thousand except otherwise stated.

    3. Financial period

      These financial statements cover the financial period from 01 January 2026 to 31 March 2026, with corresponding figures for the financial period from 01 January, 2025 to 31 March, 2025 and 01 January 2025 to 31 December, 2025 where applicable.

    4. Going concern

      The directors have undertaken a review of the Company's business activities and have concluded that the Company will still be able to realise its assets and settle its obligations as they fall due and as such these financial statements have been prepared on the basis applicable to a going concern.

    5. Significant events and transactions

      Other than events already disclosed in the relevant notes, there are no other significant events in the period that are required to be disclosed.

    6. Use of estimates and judgments

      In preparing these financial statements, the directors have made certain judgements, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

      Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised prospectively.

      1. Judgement

        Information about judgements made in applying accounting policies that have the most significant effects on amounts recognised in the financial statements are as follows;

        1. Lease term - Note 17 (iv)

          In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or years after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

        2. Asset retirement - Note 17 (iv)

          Management is required to estimate asset retirement obligations relating to the dismantling and the restoration of leased sites. These estimates involve significant judgement regarding the expected costs and timing of decommissioning activities. Based on current assessments, the financial impact of these obligations are considered immaterial.

      2. Assumptions and estimation uncertainties

        Information about assumptions and estimation uncertainties at 31 March 2026 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial period includes;

        1. Measurement of defined benefit obligation: Key actuarial assumptions

          The amount recognised in note 12 of the financial statements as employee benefits - measurement of the Company's employee benefits. This estimate relates to the discount rate, withdrawal, mortality and inflation rate applied in the computation of the Company's liabilities.

        2. Measurement of Expected Credit Loss (ECL) allowance - Note 30(iv)

          Information about measurement of trade receivables and contract assets: Key assumptions in determining the weighted-average loss rate.

        3. Depreciation

          Depreciation is based on management's estimates of asset useful lives and residual values, which may change over time.

        4. Income and deferred tax - Note 11

          The determination of income and deferred tax requires management judgement in estimating taxable profits and the recoverability of deferred tax assets.

        5. Measurement of contingencies - Note 28

          Recognition of contingencies - key assumptions about likelihood and magnitude of an outflow of resources.

        6. Incremental borrowing rate - Note 23

          Estimation of the applicable borrowing rates for lease liability.

          TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  3. New standards and interpretations

    Amendments to Standards and Interpretations are effective for annual periods beginning after 1 January 2026 and early application is permitted; however, the Company has not applied the amended standards in preparing these financial statements. Those Amendments to Standards and Interpretations which may be relevant to the Company are set out below.

    The directors are of the opinion that the impact of the application of the relevant standards and interpretations will be as follows:

    Standard/Interpretation effective as at 31 March 2026

    Date issued by IASB

    Effective date Periods beginning on or

    after

    Summary of the requirements and assessment of impact

    Amendment to

    IFRS 9 and IFRS 7

    Amendment to the

    classification and measurement of financial instruments

    May 2024

    1 January 2026

    On 30 May 2024, the IASB issued targeted amendments to IFRS Accounting

    Standards 9 Financial Instruments and IFRS Accounting Standards 7 Financial Instruments: Disclosure to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:

    The amendments in (b) are most relevant to financial institutions, but the amendments in (a), (c) and (d) are relevant to all entities.

    The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 1

    Hedge accounting by a

    first-time adopter

    July 2024

    1 January 2026

    This amendment clarifies the interaction between IFRS 1 and IFRS 9 regarding

    hedge accounting on transition. It resolves a potential inconsistency between paragraph B6 of IFRS 1 and the hedge accounting requirements of IFRS 9. Specifically, the amendment confirms that a first-time adopter can only continue hedge accounting relationships at the date of transition if those relationships meet the qualifying criteria under IFRS 9. Hedging relationships that were valid under previous GAAP but do not comply with IFRS 9 must be discontinued on transition. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 7

    Gain or loss on

    derecognition.

    July 2024

    1 January 2026

    The amendment clarifies wording in paragraph B38 of IFRS 7 regarding

    disclosures related to gains or losses arising from the derecognition of financial assets. The previous wording included an obsolete reference to a paragraph that was removed when IFRS 13 Fair Value Measurement was issued. The amendment corrects this reference to eliminate potential confusion and ensure consistent application of the disclosure requirements. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 7

    Disclosure of deferred

    difference between fair value and transaction price.

    July 2024

    1 January 2026

    This amendment corrects an inconsistency between paragraph 28 of IFRS 7

    and the related paragraph in the Implementation Guidance (IG). The inconsistency arose after a consequential amendment made to IFRS 7 following the issuance of IFRS 13 Fair Value Measurement. While paragraph 28 was updated to align with IFRS 13's fair value concepts, the corresponding paragraph in the implementation guidance was not updated, resulting in conflicting wording regarding the disclosure of deferred differences between fair value and transaction price. The amendment updates the implementation guidance to ensure consistency with the revised requirements in paragraph 28. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 7

    Introduction and credit

    risk disclosures.

    July 2024

    1 January 2026

    The amendment addresses a potential confusion by clarifying in paragraph IG1

    that the guidance does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7 and by simplifying some explanations. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 9

    Lessee derecognition of

    lease liabilities.

    July 2024

    1 January 2026

    The amendment addresses a potential lack of clarity in the application of the

    requirements in IFRS 9 to account for an extinguishment of a lessee's lease liability that arises because paragraph 2.1(b)(ii) of IFRS 9 includes a cross-reference to paragraph 3.3.1, but not also to paragraph 3.3.3 of IFRS 9. The amendments are not expected to have a significant impact on the company's financial statements.

    1. clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

    2. clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion

    3. add new disclosure for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and

    4. update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

    TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS 3.1 New standards and interpretations not yet adopted (cont'd)

    Standard/Interpretation effective as at 31 March 2026

    Date issued by IASB

    Effective date Periods beginning on or after

    Summary of the requirements and assessment of impact

    Amendment to

    IFRS 9

    Transaction price

    July 2024

    1 January 2026

    The amendment addresses a potential confusion arising from a reference in

    Appendix A to IFRS 9 to the definition of 'transaction price' in IFRS 15 Revenue from Contracts with Customers while term 'transaction price' is used in particular paragraphs of IFRS 9 with a meaning that is not necessarily consistent with the definition of that term in IFRS 15. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IFRS 10

    Determination of a 'de

    facto agent'

    July 2024

    1 January 2026

    This amendment clarifies potential confusion in determining whether another

    party is acting as a 'de facto agent' of an investor. The previous wording in paragraphs B73 and B74 of IFRS 10 was not fully aligned and could lead to inconsistent interpretations when assessing whether a party is acting on behalf of the investor. The amendment aligns the language in both paragraphs to ensure a consistent approach when evaluating whether relationships or decision-making rights indicate that another party is effectively acting as the investor's agent. The amendments are not expected to have a significant impact on the company's financial statements.

    Amendment to

    IAS 7

    Use of the Term "Cost

    Method

    July 2024

    1 January 2026

    This amendment clarifies wording in paragraph 37 of IAS 7 regarding cash

    flows arising from dividends received. The term "cost method", previously used in the standard, is no longer defined within IFRS Accounting Standards and therefore created potential confusion in interpretation. The amendment removes the obsolete terminology and replaces it with language that aligns with current IFRS concepts for accounting for investments, thereby improving clarity and consistency in application. The amendments are not expected to have a significant impact on the company's financial statements.

    Standard/Interpretation not yet effective as at 31 March 2026

    Date issued by IASB

    Effective date Periods beginning on or after

    Summary of the requirements and assessment of impact

    IFRS 18

    Presentation and

    disclosure in financial statements

    April 2024

    1 January 2027

    The objective of IFRS 18 is to set out requirements for the presentation and

    disclosure of information in general purpose financial statements (financial statements) to help ensure they provide relevant information that faithfully represents an entity's assets, liabilities, equity, income and expenses. [IFRS 18.1]

    IFRS 18 applies to all financial statements that are prepared and presented in accordance with International Financial Reporting Standards (IFRSs). [IFRS 18.2] Standards for recognising, measuring, and disclosing specific transactions are addressed in other Standards and Interpretations. [IFRS 18.4]

    A complete set of financial statements comprises: [IFRS 18.10]

    -a statement (or statements) of financial performance for the reporting period (presented as either a single statement or by presenting a statement of profit or loss immediately followed by a separate statement presenting comprehensive income beginning with profit and loss);

    -a statement of financial position as at the end of the reporting period;

    -a statement of changes in equity for the reporting period;

    -a statement of cash flows for the reporting period;

    -notes for the reporting period;

    -comparative information in respect of the preceding period as specified by the standard;

    -a statement of financial position as at the beginning of the preceding period if the entity applies an accounting policy retrospectively, makes a retrospective restatement of items in its financial statements or reclassifies items in its financial statements (given that this results in material information).

    The amendments are not expected to have a significant impact on the company's financial statements.

    TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  4. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

  1. Foreign currency transactions

    Transactions denominated in foreign currencies are translated at the exchange rate on the transaction date. At each reporting date, monetary assets and liabilities are translated at the closing rate. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency translated at the exchange rate at the date of the transaction. Exchange differences are recognised in profit or loss on a net basis as "Other income" (net foreign exchange gain) or "Other expenses" (net foreign exchange loss).

  2. Revenue and other income
    1. Revenue recognition

      The Company accounts for contracts within the scope of IFRS 15 'Revenue from contracts with customers' when a contract has been approved by both parties, each party's rights have been clearly identified, payment terms have been clearly identified, the contract has commercial substance and it is probable that the Company will collect the consideration it is entitled to for the transfer of refined petroleum products and lubricants to the customer.

      Definition of customer

      A customer is a party that has contracted with the Company to obtain refined petroleum products and lubricants that are an output of the Company's ordinary activities in exchange for consideration. A counterparty would not be a customer if it has entered into a contract to share in the risk and benefits that result from the activity or process.

      Revenue streams

      The Company generates revenue primarily from the sale of refined petroleum products and lubricants to its customers (see note 6). Other sources of revenue include sale of special fluids and solar products.

      Performance obligations and revenue recognition policies

      Revenue is measured based on the consideration specified in a contract with a customer. The Company recognises revenue when it transfers control over a good or service to a customer. Revenue from the sale of non-regulated products in the course of ordinary activities is measured at the fair value of the received consideration or receivable, net of value adde tax, sales returns, trade discounts and volume rebates where applicable. Revenue for regulated products is measured at the regulated price of the products net of standard distribution cost directly recoverable from the prices of the regulated products.

      The following table provides information about the timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.

      Nature and timing of satisfaction of performance obligations, including significant payment terms.

      Revenue recognition policies

      Customers obtain control of products when the goods are delivered to and have

      been accepted at their premises or picked up by the customer. Invoices are generated and revenue is recognised when the product is released. Credit sales are due for collection within 30 days. This applies to all sales products.

      Revenue is recognised when the goods are released to nominated

      transporter, delivered and have been accepted by customers at their premises or picked up by the customer.

      Transaction price

      Transaction price is the amount allocated to the performance obligations identified in the contract. It represents the amount of revenue recognised as those performance obligations are satisfied. Complexities may arise where a contract includes variable consideration, significant financing component or consideration payable to a customer.

      Financing component

      The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

      Contract assets and liabilities

      The Company recognises contract assets for unbilled revenue from lubricant sales and sales of refined petroleum products where right is conditioned on factors other than the passage of time. The Company recognises contract liability for consideration received for which performance obligation has not been met.

      Disaggregation of revenue from contract with customers

      The Company derives revenue mainly from two types of products, lubricants and refined petroleum products. Other sources of revenue include sale of special fluids and solar products. The Company has determined that the disaggregation of revenue based on the criteria of type of products meets the disclosure requirement of IFRS 15.

      1. Revenue and other income (cont'd)
    2. Other income

The Company recognises income from commission on sales at its bonjour shops as well as the rental of some of its space. The period of occupancy is the basis upon which rental income is recognised and the lease term is usually for 12 months. Rental income are for short term leases and are recognised in profit or loss on a straight line basis over the term of the lease.

  1. Finance income and finance costs

    The Company's finance income comprises interest income on bank balances, deposit for unclaimed dividend and advances to employees. Interest income on bank balances, deposit for unclaimed dividend and advances to employees, is recognised as it accrues in profit or loss, using the effective interest method.

    Finance costs comprise interest on lease liabilities, interest on import loans, interest on bank overdrafts and interest on other loans. Interest expenses are recognised in profit or loss using the effective interest method.

    The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

    • the gross carrying amount of the financial asset; or

    • the amortised cost of the financial liability.

  2. Income taxes

Income tax expense comprises current tax (company income tax and Development levy) and deferred tax movement. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

The Company had determined that interest and penalties relating to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Current taxes

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year, and any adjustment to tax payable or receivable in respect of previous years.

The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date and is assessed as follows:

  • Company income tax is computed on taxable profits (i.e the assessable profit after capital allowances (tax depreciation) and brought forward losses (if any) have been considered).

  • Development Levy is computed on assessable profits (i.e the profit of the Company that is liable to tax after exempting non-taxable income and subjecting to tax, expenses which were not wholly or exclusively incurred for the operations of the Company, but before the consideration of capital allowances and losses).

Total amount of tax payable under NTA 2025 is determined based on the higher of two components namely Company Income Tax (based on taxable income (or loss) for the year); and minimum effective tax. Taxes based on profit for the period are treated as income tax in line with IAS 12.

Minimum effective tax

Minimum effective tax (15% of adjusted net profit) is outside the scope of IAS 12 and therefore, are not presented as part of income tax expense in the profit or loss. Under the NTA 2025, a company must ensure that its effective tax rate for a financial year is not less than 15% of its Adjusted Net Profit. Where the company's effective tax rate is below 15%, the company must pay additional tax to bring the effective tax rate up to exactly 15%.

In line with the NTA 2025, minimum effective tax is determined at a base rate of 15% of the qualifying company's adjusted net profit. In defining effective tax rate, section 57 (5) states that "effective tax rate" means the rate produced by dividing the aggregate covered tax paid or payable by a company for a year of assessment by the profits of the company; and "profits" means the net profits before tax as reported in the audited financial statement less 5% of depreciation and personnel cost for the year. The NTA 2025 defines covered taxes as companies' income tax, petroleum profit tax, and hydrocarbon tax paid or payable, development levy, and priority sector tax credits while net income refers to the profit before tax as reported in the audited financial statements excluding franked investment income and unrealised gains or losses.

  1. Income taxes (cont'd)

    Where the minimum effective tax charge is higher than the Company Income Tax (CIT), a hybrid tax situation exists. In this situation, the CIT is recognised in the income tax expense line in the profit or loss and the excess amount is presented above the income tax line as minimum tax.

    The Company offsets the tax assets arising from withholding tax (WHT) credits and current tax liabilities if, and only if, the entity has 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. The tax asset is reviewed at each reporting date and written down to the extent that it is no longer probable that future economic benefit would be realised.

    Deferred tax

    Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

    Deferred tax is not recognised for:

    • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

    • temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

    • taxable temporary differences arising on the initial recognition of goodwill.

    Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences.

    If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans of the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

    Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

    The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

    Deferred tax assets and liabilities are offset only if certain criteria are met,

    • if the entity has the legal right and the intention to settle on a net basis

    • if the entity has the legal right to settle current tax amounts on a net basis and the deferred tax amounts are levied by the same taxing authority on the same entity or different entities that intend to realise the asset and settle the liability at the same time.

    The Company has the legal right to settle current tax amounts on a net basis as the deferred tax amounts are levied by the same tax authority.

    Accounting for uncertain tax treatments under IFRIC 23

    The Company's judgements with respect to income taxes are based on the likelihoods that the tax authority will accept an uncertain tax treatment that has been taken or is expected to be taken on its tax returns. The Company specifically reviews whether its tax treatments are consistent with requirements and recommendations of tax laws while ensuring its proper coverage of avoidable tax risks and exposures in the process.

    The Company measures the impact of the uncertainty using the method that best predicts the resolution of the uncertainty; either the most likely amount method or the expected value method. Furthermore, the judgements and estimates made to recognise and measure the effect of uncertain tax treatments are reassessed whenever circumstances change or when there is new information that affects those judgements.

  2. Earnings per share (EPS)
    1. Basic earnings per share

      Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.

    2. Diluted earnings per share

      Diluted earnings per share adjusts the figures used in the determination of Basic earnings per share to take into account the weighted average number of additional shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

  3. Property, plant and equipment
    1. Recognition, derecognition and measurement

      Property, plant and equipment are measured at cost at initial recognition and cost less accumulated depreciation and any accumulated impairment losses for subsequent recognition.

      The cost of an item of property, plant and equipment shall be recognised as an asset if;

      • it is possible that future economic benefits associates with the item will flow to the entity: and

      • the cost of the item can be measured reliably.

        Property, plant and equipment under construction are disclosed as work in progress. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for their intended use including, where applicable, the cost of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets.

        When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

        Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss.

        Property, plant and equipment are derecognised on disposal or when it is withdrawn from use and no future economic benefits are expected from its disposal.

    2. Subsequent costs

      The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

    3. Depreciation

      Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss.

      Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

      Property, plant and equipment are depreciated to their residual values using the straight-line method over their useful lives for current and comparative years as follows:

      Type of asset Useful lives
      • Motor vehicles 5 Years

      • Office equipment and furniture 4 years

      • Computer equipment and other tangibles 4 - 20 years

      • Plant, machinery and fittings 3 - 30 years

      • Buildings 10 - 25 years

      • Land Not depreciated

      Capital work in progress and land are not depreciated and are carried at cost less accumulated impairment. The attributable cost of each asset is transferred to the relevant asset category immediately the asset is available for use and depreciated accordingly.

  4. Intangible assets
    1. Recognition and measurement

      Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

      Intangible assets are computer software and software licenses. These are capitalised on the basis of acquisition costs as well as costs incurred to bring the assets to use.

      Intangible assets are derecognised upon sale. The gain or loss arising from the derecognition of an intangible asset shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the asset.

    2. Subsequent expenditure

      Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific intangible asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

    3. Amortisation of intangible assets

      Amortisation is calculated on the cost of the asset, or other amount substituted for cost, less its estimated residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

      Computer software and software licences have estimated useful lives of 3 to 5 years.

      Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

  5. Dividend payable

    An accrual is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Company, on or before the end of the reporting year but not distributed at the end of the reporting year.

    Any accrual made in respect of dividend payable is recognised as a deduction from equity.

  6. Impairment
    1. Non-derivative financial assets

      Financial instruments

      The Company recognises loss allowances for Expected Credit Losses (ECLs) on financial assets measured at amortised cost. The company also recognises loss allowances for ECLs on employee loan receivables which are disclosed as part of trade and other receivables. (See note 19)

      The Company measures loss allowances at an amount equal to lifetime ECLs, except for bank balances, lease and loan receivables for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured at 12-month ECLs. Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

      When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.

      Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

      The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk

      The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

      The Company's credit terms to customers vary from 30 days to 90 days depending on the nature of industry, customer preferences and negotiation. Based on the logistics, distribution and operational dynamics of our major customers, the significant increase credit risk threshold is set at 90 days.

      The company considers a financial asset to be in default when:

      - the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held).

      - balances are over 90 days past due in line with the Company's provisioning matrix.

      The Company applies simplified approach to determine impairment of trade receivables. The three-stage model is applied to cash and cash equivalent.

      The simplified approach requires expected lifetime losses to be recognised from initial recognition of the trade receivables. This involves determining the expected loss rates using a provision matrix that is based on the Company's historical default rates observed over the expected life of the trade receivables and adjusted forward-looking estimates. This is then applied to the gross carrying amount of the trade receivables to arrive at the loss allowance for the period.

      The three-stage approach assesses impairment based on changes in credit risk since initial recognition using the past due criterion and other qualitative indicators such as increase in political concerns or other macroeconomic factors and the risk of legal action, sanction or other regulatory penalties that may impair future financial performance.

      1. Impairment (cont'd) Measurement of ECLs

        ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value

        of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive).

        Credit-impaired financial assets

        At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

        • significant financial difficulty of the borrower or issuer;

        • a breach of contract such as a default or being more than 360 days past due; or

        • it is probable that the borrower will enter bankruptcy or other financial reorganisation.

        Presentation of allowance for ECL in the statement of financial position

        Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

        Write-off

        The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For customers, the Company makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

    2. Non financial assets

      At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

      For impairment testing, assets are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash flows of other assets or Cash Generating Units (CGUs).

      The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, 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 or CGU.

      An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount.

      Impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

      1. Financial instruments
        1. Recognition and initial measurement

          Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

          A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

          The Company does not have any financial assets measured at FVOCI or FVTPL.

  7. Financial instruments (cont'd)
  1. Classification and subsequent measurement Financial assets

    On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI - debt

    investment; FVOCI - equity investment; or FVTPL.

    Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting year following the change in the business model.

    A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

    • it is held within a business model whose objective is to hold assets to collect contractual cashflows.

    • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

      Financial Assets at Fair value through OCI (FVOCI)

      Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit or loss.

      When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses), and impairment expenses are presented as separate line item in the statement of profit or loss.

      The Company has no debt instruments within this category.

      All financial assets not classified as measured at amortised cost or fair value through other comprehensive income (FVOCI) are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

      Financial assets - Business model assessment

      The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

    • the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets:

    • how the performance of the portfolio is evaluated and reported to the Company's management;

    • the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

    • the frequency, volume and timing of sales of financial assets in prior years, the reasons for such sales and expectations about future sales activity.

    Transfer of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose consistent with the company's continuing recognition of the assets.

    Financial assets that are held for trading or are merged and whose performance is evaluated on a fair value basis are measured at FVTPL.

    Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest

    For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

    1. Financial instruments (cont'd)

      In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

      • contingent events that would change the amount or timing of cash flows;

      • terms that may adjust the contractual coupon rate, including variable-rate features;

      • prepayment and extension features; and

      • terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features).

      A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

      Financial assets - Subsequent measurement and gains and losses

      Financial assets at amortised cost

      These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost, net of impairment is recognised in the statement of financial position. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

      Financial liabilities - Classification, subsequent measurement and gains and losses

      Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. The Company does not have any financial liabilities measured at FVTPL.

  2. Derecognition

    Financial assets

    The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Company enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

    Financial liabilities

    The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

  3. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

  1. Share capital

    The Company has only one class of shares namely ordinary shares. Ordinary shares are classified as equity. When new shares are issued, they are recorded in share capital at their par value. The excess of the issue price over the par value is recorded in the share premium reserve.

    Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

    When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity.

  2. Statement of cash flows

    The statement of cash flows is prepared using the indirect method. Dividends paid to ordinary shareholders are included in financing activities. Interest paid is also included in financing activities while interest received is included in investing activities. Interest received on employee loans and receivables, foreign exchange differential and Interest on lease liabilities are included in operating activities.

  3. Cash and cash equivalents

    Cash and cash equivalents comprise cash on hand, cash balances with commercial banks and Total Treasury as well as call deposits with original maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

  4. Inventories

    Inventories are measured at the lower of cost and net realisable value. The cost of blended products/lubricants includes an appropriate share of production overheads based on normal operating capacity.

    Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Inventory values are adjusted for obsolete, slow-moving or defective items.

    The basis of costing inventories based on the product types are as follows:

    Product Type

    Cost Basis

    Refined Petroleum Products (AGO, ATK, PMS, DPK, LPFO)

    First In First Out (FIFO)

    Packaging Materials, Solar Lamps, Lubricants, base oils, Greases, Special fuids and Car care products

    Weighted Average Cost

    Inventories-in-transit

    Total purchase cost incurred at transaction date

  5. Provisions

    Provisions comprise liabilities for which the amount and the timing are uncertain. They arise from environmental risks, legal and tax risks, litigation and other risks. A provision is recognised when the Company has a present obligation (legal or constructive) as a result of a past event for which it is probable that an outflow of resources will be required and when a reliable estimate can be made regarding the amount of the obligation. Provisions are determined by discounting the expected future cash flow at a pre-tax rate that reflects current market assessment of the value and the risk specific to the liability. The unwinding of the discount is recognised in profit or loss as a finance cost.

    However, possible obligations depending on whether or not certain future events occur are disclosed as contingent liabilities.

  6. Prepayment

Prepayments represent amounts paid in advance for goods or services to be received in future periods. Prepayments are initially recognised at the amount of cash paid and are subsequently expensed to profit or loss in the period to which the related goods or services are consumed. Prepayments are classified as current assets when the underlying benefit is expected to be realised within twelve (12) months after the reporting date; otherwise, they are classified as non-current assets.

  1. Employee benefits

    Post-employment benefit

    1. Defined contribution plan

      A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

      In line with the provisions of the Pension Reform Act 2014, the Company has instituted a defined contribution pension scheme for its permanent staff. Employees contribute 8% of their Basic salary, Transport and Housing Allowances to the Fund on a monthly basis. The Company's contribution is 10% of each employee's Basic salary, Transport and Housing Allowances. Staff contributions to the scheme are funded through payroll deductions while the Company's contribution is recognised in profit or loss as staff costs in the periods during which services are rendered by employees.

    2. Defined benefit plan i Gratuity scheme

    The Company operates a gratuity scheme for its employees in service before January 2001. This is funded by the Company on a monthly basis, at a rate of contribution of 9.5% of total annual emolument and paid to Fund Managers chosen by each employee.

    The Company's obligation are extinguished once the amounts have been transferred to the Fund Managers.

    1. Other long-term employee benefits

      The Company's other long-term employee benefits represents a Long Service Award scheme for a minimum milestone of ten

      (10) years and the Total home ownership scheme (TEHOS) which is a one-off payment upon tenth anniversary. These schemes are instituted for all permanent employees. The Company's obligations in respect of these schemes are the amounts of future benefits that employees have earned in return for their service in the current and prior periods. The benefit is discounted to determine its present value. The liability duration of the scheme is estimated at 2.64 years. The Company has compared this with the Macaulay duration of the closest Federal Government of Nigeria bonds as at 31st December 2025 which were 2.52 years with a gross redemption yield of about 16.98%. Thus, we adopted a discount rate of 17%. The calculation is performed using the Projected Unit Credit method. Remeasurements are recognised in profit or loss in the period in which they arise. This Scheme is not funded. The obligations are paid out of the Company's cash flows as and when due.

    2. Termination benefits

      Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.

    3. Post-employment medical services

    The Company's post-retirement medical coverage is for seven (7) years on early retirement or ten (10) years on normal retirement (i.e. at the retirement age of 60 years). This scheme is instituted for all permanent employees and is provided after the completion of employment via the Health Insurance Scheme offered third party providers. The Company's exposure under this arrangement is limited to premium payable to the providers. The benefit is discounted to determine its present value. return for their service in the current and prior years. The benefit is discounted to determine its present value. The discount rate is a result of the Company's objective to ensure underlying cost inflation remains below country headline inflation having considered the weighted average of Seven (7) years yield on Federal Government of Nigeria issued bonds that have maturity dates approximating the term of the Company's obligation. The calculation is performed using the Projected Unit Credit method. Remeasurements which comprise actuarial gains or losses are recognized in other comprehensive income in the period in which they arise. Net interest expense and other expenses related to the post employment benefits are recognised in profit or loss. This Scheme is not funded. The obligations are paid out of the Company's cash flows as and when due.

    Other benefits
    1. Short-term employee benefits

    Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

    A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

  2. Decommissioning cost

    Provisions for costs to dismantle, remove or restore property, plant and equipment, including leased assets are recognised when the obligation arises, either at the commencement of the lease or as a result of using the underlying asset during the lease term. The provision represents management's best estimate of the expected expenditure required to restore the asset or site in accordance with the relevant contractual terms.

  3. Government grant

    Petroleum Products Pricing Regulatory Agency (PPPRA) subsidises the cost of importation of certain refined petroleum products whose prices are regulated in the Nigerian market. The subsidies are recognised when there is reasonable assurance that they will be recovered and the Company has complied with the conditions attached to receiving the subsidy. The subsidies are recognised as a reduction to the landing cost of the subsidised petroleum product in the period in which the Company makes the determination that all conditions have been met and the amount will be recovered. Where the amounts relate to interest and foreign exchange differentials, they are recognised in profit or loss when there is reasonable assurance that the amounts will be recovered. (Note 30)

  4. Operating Profit

    Operating profit is the result generated from the continuing principal revenue producing activities of the Company as well as other income and expenses related to operating activities. Operating profit excludes net finance costs and income taxes.

  5. Measurement of fair values

    Some of the Company's accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial assets and liabilities.

    The Company has an established control framework with respect to the measurement of fair values. The Final Accounts Manager (FAM) has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the Board of Directors.

    The FAM regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the FAM assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Audit Committee and the Board of Directors.

    When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

    • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

    • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

    • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

    If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

    The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

  6. Leases

    At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

    1. As a lessee

      At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

      The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

      The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

      The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

      The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following:

      • fixed payments, including in-substance fixed payments;

      • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

      • amounts expected to be payable under a residual value guarantee; and

      • the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

      The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Company presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment' and lease liabilities in 'loans and borrowings' in the statement of financial position.

      Type of asset
      • Leasehold building

      • Storage tanks

      • Motor vehicles

      Useful lives

      5 - 10 years

      5 years

      1. years

        4.21 Leases (cont'd) Short-term leases

        The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases. The Company recognises the

        lease payments associated with these leases as an expense on a straight-line basis over the lease term.

    2. As a lessor

The Company leases out trucks to its transporters and these are classified as finance leases.

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.

As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, then the Company applies IFRS 15 to allocate the consideration in the contract.

The Company applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease and regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease. The Company recognises lease payments received under operating leases as income on a straightline basis over the lease term as part of 'other income'.

  1. Seasonality and Segment Reporting Seasonality of Operations

    The Company's operations are such that revenue and cost are not affected by the impact of seasonality.

    Segment Reporting

    Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

    The Board has given the Company's Chief Executive Officer (CEO) the power to assess the financial performance and position of the Company, allocate resources and make strategic decisions. Segment reports that are reported to the CEO includes items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

    Products and services from which reportable segments derive their revenues

    Information reported to the Company's CEO for the purposes of resource allocation and assessment of segment performance is focused on the sales channels for the company's products (white products, lubricants and others). The principal sales channels are Network, General Trade and Aviation. The Company's reportable segments under IFRS 8 are therefore as follows: Network, General Trade and Aviation.

    The following summary describes the operations of each reportable segment.

    Reportable Segment Operations

    Network Sales to service stations

    General Trade Sales to corporate customers excluding customers in the aviation industry

    Aviation Sales to customers in the aviation industry

    Segment revenue reported below represents revenue generated from external customers. There were no inter-segment sales in the current period (2025: nil). Performance is measured based on segment which correspond with IFRS amounts in the Financial Statement.

    1. Segment profit or loss (key items)

31 March 2026

GENERAL

NETWORK TRADE AVIATION

TOTAL

₦'000

₦'000

₦'000

₦'000

Revenue

60%

106,477,327

34%

69,013,083

6%

21,689,826

100%

197,180,236

- Petroleum products

53%

69,103,875

30%

38,817,311

17%

21,689,826

100%

129,611,012

- Lubricant and others

55%

37,373,452

45%

30,195,772

0%

-

100%

67,569,224

Gross profit

58%

15,632,524

40%

10,781,051

2%

539,053

100%

26,952,628

- Petroleum products

63%

4,331,707

29%

2,036,893

8%

539,053

100%

6,907,653

- Lubricant and others

56%

11,300,817

44%

8,744,159

0%

-

100%

20,044,976

Finance income

69%

382,920

27%

88,366

4%

19,637

100%

490,923

Finance costs

69%

(3,718,890)

27%

(858,207)

4%

(190,711)

100%

(4,767,808)

Income taxation

73%

(542,072)

23%

(170,790)

4%

(29,703)

100%

(742,565)

Impairment (loss)/write back on trade

receivable

115%

(8,130)

-24%

7,891

8%

(23,673)

100%

(23,912)

Depreciation

88%

(2,675,900)

6%

(279,707)

6%

(85,188)

100%

(3,040,795)

Amortisation

37%

(5,260)

63%

(8,957)

0%

-

100%

(14,217)

Depreciation of Right-of-use asset

88%

(654,915)

12%

(89,307)

0%

-

100%

(744,222)

  1. Segment profit or loss (key items) (cont'd)

    31 March 2025

    GENERAL

    NETWORK TRADE AVIATION

    TOTAL

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Revenue

    61%

    119,675,452

    31%

    77,567,422

    8%

    24,378,333

    100%

    221,621,207

    - Petroleum products

    54%

    83,801,996

    30%

    47,359,594

    16%

    24,378,333

    100%

    155,539,923

    - Lubricant and others

    54%

    35,873,456

    46%

    30,207,828

    0%

    -

    100%

    66,081,284

    Gross profit

    57%

    13,969,741

    39%

    9,558,244

    4%

    980,333

    100%

    24,508,318

    - Petroleum products

    56%

    3,786,039

    29%

    1,975,373

    15%

    980,333

    100%

    6,741,745

    - Lubricant and others

    57%

    10,183,702

    43%

    7,582,872

    0%

    -

    100%

    17,766,574

    Finance income

    81%

    769,844

    15%

    177,656

    4%

    39,479

    100%

    986,979

    Finance costs

    81%

    (5,326,852)

    15%

    (1,229,275)

    4%

    (273,171)

    100%

    (6,829,298)

    Income taxation

    -437%

    585,021

    539%

    (721,570)

    -2%

    2,677

    100%

    (133,872)

    Impairment writeback on trade receivable

    55%

    (5,812)

    -189%

    5,641

    234%

    (16,924)

    100%

    (17,095)

    Depreciation

    92%

    (1,612,848)

    8%

    (140,248)

    0%

    -

    100%

    (1,753,096)

    Amortisation

    54%

    (7,816)

    46%

    (6,658)

    0%

    -

    100%

    (14,474)

    Depreciation of Right-of-use asset

    92%

    (456,888)

    8%

    (39,729)

    0%

    -

    100%

    (496,617)

  2. Segment assets and liabilities

    31 March 2026

    GENERAL

    NETWORK TRADE

    AVIATION

    TOTAL

    Non-current assets Current tax assets Inventories

    Receivables and prepayments

    Cash and cash equivalents1

    ₦'000 ₦'000

    72% 56,573,918 21% 16,525,542

    55% 801,056 40% 587,746

    55% 53,622,031 40% 39,343,255

    55% 71,394,083 40% 52,382,864

    60% 29,131,081 34% 16,507,613

    ₦'000

    7% 5,138,605

    5% 70,620

    5% 4,727,228

    5% 6,293,982

    6% 2,913,108

    100%

    100%

    100%

    100%

    100%

    ₦'000

    78,238,065

    1,459,422

    97,692,514

    130,070,929

    48,551,802

    ASSETS

    211,522,169 125,347,020

    19,143,543

    356,012,732

    Reduction to non-current assets Payables, deferred income, employee benefits and current tax liabilities2

    Borrowings1

    Non-current liabilities (less non-current portion of lease liabilities)

    Lease liabilities

    72% 240,002 21% 70,106

    55% 106,851,351 40% 78,398,371

    60% 60,005,243 34% 34,002,970

    58% 6,182,771 40% 4,263,980

    100% 1,963,290 0% -

    7% 21,799

    5% 9,419,835

    6% 6,000,523

    2% 213,200

    0% -

    100%

    100%

    100%

    100%

    100%

    331,907

    194,669,558

    100,008,736

    10,659,951

    1,963,290

    LIABILITIES 175,002,655 116,665,321 15,633,558

    307,301,535

    31 December 2025

    GENERAL

    NETWORK TRADE

    AVIATION

    TOTAL

    Non-current assets Current tax assets Inventories

    Receivables and prepayments

    Cash and cash equivalents1

    ₦'000 ₦'000

    72% 56,292,893 22% 16,750,218

    59% 497,696 37% 316,205

    59% 78,592,078 37% 49,932,503

    59% 77,469,814 37% 49,219,487

    60% 26,870,666 33% 14,778,866

    ₦'000

    6% 4,863,047

    4% 31,255

    4% 4,935,612

    4% 4,865,133

    7% 3,134,911

    100%

    100%

    100%

    100%

    100%

    ₦'000

    77,906,158

    845,156

    133,460,192

    131,554,434

    44,784,443

    ASSETS 239,723,147 130,997,279 17,829,958

    388,550,383

    Addition to non-current assets

    Payables, deferred income, employee benefits and current tax liabilities

    Borrowings1

    Non-current liabilities (less non-current portion of lease liabilities)

    Lease liabilities

    72% (783,358) 22% (233,092)

    59% 144,727,368 37% 91,950,740

    60% 50,802,910 33% 27,941,600

    58% 5,726,577 39% 3,850,630

    100% 698,515 0% -

    6% (67,673)

    4% 9,088,932

    7% 5,927,005

    3% 296,203

    0% -

    100%

    100%

    100%

    100%

    100%

    (1,084,123)

    245,767,041

    84,671,515

    9,873,411

    698,515

    LIABILITIES 201,955,370 123,742,970 15,312,140

    341,010,482

    1 For the purposes of monitoring segment performance and allocating resources between segments, cash and borrowings are allocated to reportable segments on the basis of the revenues earned by individual segments.

    2 Payables, deferred income, employee benefits and current tax liabilities are allocated based on the ratio of business activity of individual segments.

  3. Geographic information

The Company is domiciled in Nigeria. During the period, no products were sold to any of its affiliates in Congo, Cameroon, Niger and Gabon. However, sales were made to TotalEnergies Lubrifiants and TotalEnergies E&P within Nigeria.

The Company does not hold non-current assets in these foreign countries.

FOR THE PERIOD ENDED

6

Revenue

Revenue generated from the Company's revenue streams are as follows;

31 March

2026

31 March

2025

₦'000

₦'000

White products1

129,611,012

155,539,923

Lubricants and others2

67,569,224

66,081,284

197,180,236

221,621,207

The above revenue streams are recognised at a point in time. Nigeria is the primary geographical segment of the Company and all of the Company's sales are made in Nigeria.

1 White products revenue relates to the sale of Premium Motor Spirit (PMS), Automotive Gasoline Oil (AGO) and Aviation Turbine Kerosene (ATK).

2 Others relates to the sales of solar products and special fluids.

7

Cost of sales

31 March

2026

₦'000

31 March

2025

₦'000

Net changes in inventory of lubes, greases and refined products1

166,958,014

193,080,042

Custom duties

1,399,548

2,346,855

Transport of supplies

1,870,046

1,685,992

170,227,608

197,112,889

1 Net changes in inventory of lubes, greases and refined products relate to product-related purchases, utilization and provisions during the period.

8 Other income and expenses

31 March

31 March

2026

2025

₦'000

₦'000

8.1 Other income

Network income1

1,788,438

1,902,795

Gain on disposal of property, plant and equipment (note 16.2)

696

-

Net foreign exchange gain (note 8.2)

172,981

490,416

1,962,115

2,393,211

1 Network income represents income from Bonjour shop, rent, vendor management fees, solar lamps and other miscellaneous income.

8.1.2 Other expenses

Loss on disposal of property, plant and equipment

-

(6,586)

-

(6,586)

8.2 Net foreign exchange gain

31 March

2026

31 March

2025

₦'000

₦'000

Foreign exchange impact on trade and other receivables (Note 19.1(a))

(187,619)

(86,133)

Foreign exchange impact on trade and other payables (Note 24(a))

2,656,690

(14,385,190)

Foreign exchange impact on cash held

(2,296,090)

14,961,740

172,981

490,417

9 Net finance costs

31 March

31 March

2026

2025

Finance income:

₦'000

₦'000

Interest income

Interest on loans1

66,228

86,503

Interest on deposits

357,708

871,609

Total interest income arising from financial assets measured at amortized cost

423,936

958,112

Interest on deposits for unclaimed dividend

66,987

28,867

Total finance income

490,923

986,979

Finance costs:

Interest on lease liabilities

(188,926)

(46,895)

Interest on bank overdrafts

(4,578,882)

(6,782,403)

Total finance costs

(4,767,808)

(6,829,298)

Net finance costs

(4,276,885)

(5,842,319)

1 Amount relates primarily to interest on staff loan

NOTES TO THE FINANCIAL STATEMENTS
  1. Expenses by nature

    1. Selling & distribution

31 March

31 March

2026

2025

₦'000

₦'000

Transport on sales

2,246,299

2,204,114

2,246,299

2,204,114

10.2 Administrative expenses

31 March

31 March

2026

2025

Staff costs (Note 10.2.3)

₦'000

6,167,001

₦'000

6,489,276

Depreciation (Note 16)

3,040,795

1,753,096

Depreciation - Right-of-use asset (Note 17 (i))

744,222

496,617

Amortisation of software (Note 15)

14,217

14,474

Rent1

306,373

104,597

Technical assistance and management fees (Note 34.2)

2,875,491

2,658,604

Maintenance expenses

587,161

797,332

Motor fuels and travelling expenses

1,020,645

813,275

Communication, computer and stationery expenses

253,388

119,230

Directors' remuneration (Note 34.3)

467,784

432,590

Bank charges

52,474

117,011

Business promotion and publicity

34,430

241,172

Other expenses2

80,099

247,536

Security and guarding

115,097

56,202

Bad debts written off

35,819

-

Fees paid to professional consultants (Note 10.2.2)

3,151,395

2,208,081

Purchase of consumables

101,950

88,386

Insurance

574,932

534,201

Service charge

85,291

56,166

Levies

531,616

192,202

Entertainment expenses

33,155

74,095

Engineering studies

152,745

191,134

Auditor's Remuneration (Note 10.2.1)

27,706

24,187

20,453,786

17,709,464

1 Relates to rent on short-term leases to which practical expedient under IFRS 16 applies.

2 Relates to cost of other administrative activities.

10.2.1 Auditor's remuneration

The analysis of auditors' remuneration is as follows:

31 March

31 March

2026

2025

₦'000

₦'000

Statutory audit fees

27,706

24,187

Total fees

27,706

24,187

10.2.2 Fees paid to professional consultants

31 March

31 March

2026

2025

₦'000

₦'000

Tax services

83,870

44,139

Information technology services

1,751,597

1,740,176

Litigation services

1,054,264

4,570

Recruitment and remuneration services

39

-

Air Total International subrogation fees

53,913

103,713

Product supply fees and certifications

131,920

215,335

Other services1

75,792

100,148

3,151,395

2,208,081

1 Other services relate majorly to financial services fees and professional fees incurred for the procurement of licences.

10.2.3 Staff costs

The related staff cost amounted to ₦6.17 billion (2025: ₦6.49 billion).

31 March

2026

₦'000

31 March

2025

₦'000

Short term employee benefits

- Salaries and wages

4,718,509

4,816,548

- Staff welfare and training

525,675

324,218

- Other staff expenses

292,560

622,639

Other long term employee benefits

- Pension and social benefit

312,813

247,280

Post employment benefits

- Defined benefit plan (Note 12i)

306,757

477,200

Termination benefits

10,687

1,391

6,167,001

6,489,276

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS

11 Company Income Tax Income tax expense

The tax charge for the period has been computed after adjusting for certain items of expenditure and income, which are not deductible or chargeable for tax purposes and comprises:

Minimum Tax

The Company has considered the provisions of the Nigeria Tax Act 2025 (section 57 (1a) which provides that where, in any year of assessment, the effective tax rate, that is, covered taxes as a percentage of net income (adjusted net profit), of a company is less than 15%, such company shall recompute and pay an additional (top up) tax that makes its effective tax rate equal 15%. But, where a tax payer's covered taxes as a percentage of adjusted net profit is higher than the statutory minimum of 15%, the computed tax (CIT + Develeopment Levy) becomes payable. The Company's assessment based on the minimum effective tax legislation for the period ended 31 March 2026 is nil (31 March 2025: ₦1.11 billion). Minimum tax relating to prior period (₦1.11 billion) was computed in accordance to Company Income Tax Act (CITA) at 0.5% of gross turnover.

The Directors believe that the tax liabilities recognised represents best estimate based on their interpretation of the tax law.

11.1.1 Amounts recognised in profit or loss

31 March

31 March

2026

2025

Current tax expenses:

₦'000

₦'000

Development Levy

257,759

-

Minimum Tax

-

1,108,106

Tertiary Education Tax (TET)

-

108,964

Nigeria Police Trust Fund Levy (NPTF)

-

56

National Agency for Science and Engineering Infrastructure (NASENI) Levy

-

2,805

Current period tax expense

257,759

1,219,931

Deferred tax

Origination and reversal of temporary differences (Note 11.3)

484,806

22,047

742,565

1,241,978

11.1.2 Reconciliation of effective tax rate

31 March

31 March

2026

2025

₦'000

₦'000

Profit before tax

1,913,861

1,121,951

Income tax using the statutory tax rate - 30%

574,158

336,585

Effect of:

Devt Levy (4%) ( NTA 2025)

76,554

-

Tertiary education tax rate - 3%

-

33,659

Nigeria Police Trust Fund Levy (NPTF)

-

56

Non-deductible expenses

332,562

240,725

Non-taxable income

(7,883)

(2,448)

National Agency for Science and Engineering Infrastructure (NASENI) Levy

-

2,805

Other differences (expenses and income giving rise to permanent difference)

(354,999)

630,597

Difference in CIT and TET rates

122,173

-

742,565

1,241,978

Effective tax rates

39%

111%

11.1.3 Minimum tax payable by the company

31 March

31 March

2026

2025

₦'000

₦'000

Turnover (Note 6)

197,180,236

221,621,207

Minimum tax @ 0.5% (2025: ₦1.11 billion)

-

1,108,106

11.2 Movement in current tax liability

31 March

31 December

2026

2025

₦'000

₦'000

Balance as at 1 January

3,695,036

14,173,566

Provision for the period (Note 11.1.1)

257,759

4,273,926

Payments during the period

-

(13,712,848)

Withholding tax credit notes utilized

-

(1,039,609)

Balance as at 31 March

3,952,795

3,695,036

TOTALENERGIES MARKETING NIGERIA PLC

NOTES TO THE FINANCIAL STATEMENTS

31 March

31 December

11.2.1 Movement in Withholding tax

2026

2025

₦'000

₦'000

Balance as at 1 January

845,156

897,239

WHT credit notes received during the period

614,266

987,525

Withholding Tax used to offset CIT

-

(1,039,609)

Balance as at 31 March

1,459,422

845,156

Analysed as

Current

1,459,422

845,156

1,459,422

845,156

Amount recognised in statement of cashflows

(614,266)

52,083

11.3 Deferred taxation

Deferred tax assets and liabilities are attributable to the following;

Assets

Liabilities

Net

31 March

31 December

31 March

31 December

31 March

31 December

2026

2025

2026

2025

2026

2025

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

Property, plant and equipment

-

-

(8,954,504)

(8,205,062)

(8,954,504)

(8,205,062)

Provision for doubtful debts

411,634

391,636

-

-

411,634

391,636

Provision for employee benefits

2,073,304

1,842,716

-

-

2,073,304

1,842,716

Lease liability

-

-

62,567

33,980

62,567

33,980

Net unrealised foreign exchange differences

-

-

(494,259)

(479,722)

(494,259)

(479,722)

2,484,938

1,288,258

(9,386,196)

(9,759,997)

(6,901,258)

(6,416,452)

Movement in deferred tax balances during the period;

Balance

Recognised

Balance

Recognised

Balance

1 January

in profit or

Recognised

31 December

in profit or

31 March

2025

loss

in OCI

2025

loss

2026

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

Property, plant and equipment

(11,004,474)

2,799,412

-

(8,205,062)

(749,442)

(8,954,504)

Provision for doubtful debts

328,932

62,704

-

391,636

19,998

411,634

Provision for employee benefits

959,326

909,971

(26,581)

1,842,716

230,588

2,073,304

Lease liability

63,225

(29,245)

-

33,980

28,587

62,567

Net unrealised foreign exchange differences

1,181,252

(1,660,974)

-

(479,722)

(14,537)

(494,259)

(8,471,739)

2,081,868

(26,581)

(6,416,452)

(484,806)

(6,901,258)

11.4 The charge for income tax, Development Levy and Minimum effective tax in these financial statements is based on the provisions of the Nigeria Tax Act 2025.

12 Employee benefits

Long term employee benefits

31 March

2026

31 December

2025

Long service awards (Note 12(i))

₦'000

3,454,167

₦'000

3,200,433

Home ownership scheme (Note 12(i))

86,682

68,682

3,540,849

3,269,115

Post employment benefit

Post employment medical services (Note 12(i))

217,844

187,844

Balance as at 31 March

3,758,693

3,456,959

Analysed as:

Current

-

-

Non-current

3,758,693

3,456,959

3,758,693

3,456,959

Employee benefits represents the Company's liability for:

  1. Long service awards - Staff who have attained the milestones for the specified number of years of service in the Company (i.e. 10, 15, 20, 25, 30, 35, 40 years) are rewarded with cash and gift items as long service awards.

  2. Home ownership scheme - Under the home ownership scheme, qualifying staff are entitled to a grant which is a one-off payment upon tenth anniversary.

  3. Post employment medical benefits - A post-retirement medical coverage is extended to ex-staff for seven (7) years on early retirement or ten (10) years on normal retirement (i.e. at the retirement age of 60 years) as well as three (3) years for dependent relatives of a deceased staff. The liability duration of this scheme is estimated at 7.58 years.

  1. Movement in net defined benefit liability

    The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components.

    2026

    Long service awards

    Home ownership

    scheme

    Post employment

    medical service

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Balance as at 1 January

    3,200,433

    68,682

    187,844

    3,456,959

    Included in profit or loss

    Current service costs

    95,537

    7,248

    7,268

    110,053

    Past service cost due to plan amendment

    3,952

    -

    2,311

    6,263

    Interest cost

    162,244

    5,949

    20,421

    188,614

    Actuarial (Gains)/Losses - Assumption

    (2,975)

    4,803

    -

    1,828

    Included in other comprehensive

    income

    258,757

    18,000

    30,000

    306,757

    Remeasurement loss:

    - Experience adjustment

    -

    -

    -

    -

    -

    -

    -

    -

    Other

    Benefits paid

    (5,023)

    -

    -

    (5,023)

    (5,023)

    -

    -

    (5,023)

    Balance as at 31 March

    3,454,167

    86,682

    217,844

    3,758,693

    Home ownership

    Post employment

    2025

    Long service awards

    scheme

    medical service

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Balance as at 1 January

    2,690,331

    50,419

    98,078

    2,838,828

    Included in profit or loss

    Current service costs

    265,845

    10,089

    5,819

    281,753

    Past service cost due to plan amendment

    10,997

    -

    1,850

    12,847

    Interest cost

    451,468

    8,281

    16,350

    476,100

    Actuarial (Gains)/Losses - Assumption

    (8,279)

    6,686

    -

    (1,594)

    Actuarial losses - Experience

    -

    -

    -

    -

    Included in other comprehensive

    income

    720,031

    25,056

    24,019

    769,107

    Remeasurement loss:

    - Experience adjustment

    -

    -

    80,550

    80,550

    -

    -

    80,550

    80,550

    Other

    Benefits paid

    (209,929)

    (6,793)

    (14,803)

    (231,525)

    (209,929)

    (6,793)

    (14,803)

    (231,525)

    Balance as at 31 December

    3,200,433

    68,682

    187,844

    3,456,959

    12

    (a)

    Employee benefits (cont'd)

    Allocation of employee benefits provisions during the period

    Amount recognised in profit or loss (Note 10.2.3) 306,757 477,200

    306,757 477,200 Actuarial Assumptions

    The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

    2026

    2025

    Discount rate

    - Long service awards

    15.5%

    17.5%

    - Home ownership scheme

    17.0%

    17.5%

    - Post employment medical services

    15.5%

    17.5%

    Future salary growth

    15.0%

    15.0%

    Benefit increase rate

    - Long service awards

    20.0%

    20.0%

    - Home ownership scheme

    7.5%

    7.5%

    - Post employment medical services

    7.5%

    7.5%

    The Company is exposed to several risks arising from the defined benefits plan. The most significant of which are inflation risk, changes in bond yields and life expectancy.

    The assumptions below further depict management's estimate of the likely future experience of the Company.

    Demographic assumptions

    Withdrawal Rates

    2026

    2025

    Age band

    Less than or equal to 29

    2%

    2%

    31 - 39

    1%

    1%

    40 - 49

    0%

    0%

    50 - 59

    0%

    0%

    Mortality assumptions

    Active Staff

    A67/70 UK Tables

    Retirees

    PA90

  2. Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions,holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

2026 Long service awards Home ownership scheme Post employment medical benefits

Mortality

year

Base

₦'000

3,454,167

₦'000

86,682

₦'000

217,844

Discount rate

+1%

3,172,872

+1%

85,132

+1%

206,097

-1%

3,778,885

-1%

88,310

-1%

230,777

Salary increase rate

+1%

3,494,968

+1%

-

+1%

-

-1%

3,416,878

-1%

-

-1%

-

Benefit increase rate

+1%

3,739,690

+1%

-

+1%

224,997

-1%

3,203,115

-1%

-

-1%

211,041

Age Rated up by 1 3,434,001 Age Rated up by 86,645 Age Rated up by 1 219,396

Age Rated down by 1 year

1 year

by 1 year

3,472,427 Age Rated down

2025

year

86,714

Age Rated down by 1 year

216,449

Long service awards Home ownership scheme Post employment medical benefits

Mortality

year

Base

₦'000

3,200,433

₦'000

68,682

₦'000

187,844

+1%

2,939,801

+1%

67,454

+1%

177,715

Discount rate

-1%

3,501,297

-1%

69,972

-1%

198,996

+1%

3,238,236

+1%

-

+1%

-

Salary increase rate

-1%

3,165,883

-1%

-

-1%

-

+1%

3,464,982

+1%

-

+1%

194,012

Benefit increase rate

-1%

2,967,822

-1%

-

-1%

181,978

Age Rated up by 1 3,181,748 Age Rated up by 68,653 Age Rated up by 1 189,182

Age Rated down by 1 year

1 year

by 1 year

3,217,351 Age Rated down

year

68,707

Age Rated down by 1 year

186,641

Although the analysis does not take account of the full distribution of cash flows expected under the schemes, it does provide an approximation of the sensitivity of the assumptions shown.

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  1. Dividends Declared dividends

    The following dividends were declared by the Company during the period.

    Final dividend - Prior year

    31 March 31 December 2026 2025 ₦'000 ₦'000

    ₦0.00 per qualifying ordinary share (2025: ₦40.00) - 13,580,873

    - 13,580,873
    1. Dividend payable 31 March 31 December 2026 2025 ₦'000 ₦'000

      Balance as at 1 January 2,605,754 2,418,314

      Final dividend (prior year) - 13,580,873

      2,605,754 15,999,187

      Dividend paid (5,153) (13,393,433)

      Balance as at 31 March 2,600,601 2,605,754

      (a) By the provision of Section 429 of the Companies and Allied Matters Act (CAMA), 2020, where dividends paid by a company remain unclaimed, the company shall publish in two national newspapers, a list of the unclaimed dividends and the names of the persons entitled to the dividends, and attach the list, as published in the national newspapers, to the notice that is sent to the members of the company for each subsequent annual general meeting of the company.

      After the expiration of three months of the publication and notice, the company may invest the unclaimed dividend for its own benefit in investments outside the company and no interest shall accrue on the dividends against the company.

      However, Section 60 (3) of the Finance Act 2020 provides that dividends of a public limited liability company quoted on the Nigerian Stock Exchange which has remained unclaimed for a period of six years or more from the date of declaring the dividend shall be immediately transferred to the Unclaimed Funds Trust Fund.

  2. Earnings/(loss) per share (EPS) Basic earnings/(loss) per share

Basic earnings/(loss) per share of ₦3.45 (2025: (₦0.35)) is based on profit/(loss) attributable to ordinary shareholders of ₦1.17 billion (2025:

(₦120.03) million), and on the 339,521,837 ordinary shares of 50 kobo each, being the weighted average number of ordinary shares in issue

during the period (2025: 339,521,837 ordinary shares).

The Company has no dilutive potential ordinary shares and as such, diluted and basic earnings/(loss) per share are the same.

Earnings

31 March

2026

31 March

2025

Profit/(loss) for the period attributable to shareholders (expressed in Naira)

1,171,296,173

(120,026,913)

Number of shares

Weighted average ordinary shares of 50 kobo each

339,521,837

339,521,837

Basic profit/(loss) per 50 kobo share (expressed in Naira)

3.45

(0.35)

The denominators for the purposes of calculating basic earnings/(loss) per share are based on issued and paid ordinary shares of 50 kobo each as at 31 March 2026.

Intangible assets

The movement on these accounts were as follows:

Computer software

and software

licensing

Cost

₦'000

Balance as at 1 January 2025

836,694

Additions

-

Balance as at 31 December 2025

836,694

Balance as at 1 January 2026

836,694

Additions

-

Balance as at 31 March 2026

836,694

Amortisation1

Balance as at 1 January 2025

703,805

Charge for the year

58,463

Balance as at 31 December 2025

762,268

Balance as at 1 January 2026

762,268

Charge for the period

14,217

Balance as at 31 March 2026

776,485

Carrying amount

At 1 January 2025

132,889

At 31 December 2025

74,426

At 31 March 2026

60,209

1 Amortisation of intangible assets is included in administrative expenses in Profit or Loss. (See note 10.2)

15

There are no items of intangible assets restricted or pledged as security. There are also no contractual commitments to purchase any items of intangible assets as at period end.

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  1. Property, plant and equipment

    The movement on these accounts were as follows:

    Land

    Buildings

    Plant, machinery and fittings

    Office

    equipment

    and furniture

    Computer

    equipment and other tangibles

    Motor vehicles

    Capital work in progress

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Cost

    Balance as at 1 January 2025

    4,863,857

    27,333,163

    42,055,649

    4,591,374

    21,935,422

    16,003,052

    1,557,149

    118,339,664

    Additions

    531,473

    1,029,468

    2,080,668

    3,055

    4,475,668

    -

    2,756,007

    10,876,339

    Disposals

    (531,472)

    (472,835)

    (145,584)

    (8,141)

    (79,693)

    (106,261)

    -

    (1,343,986)

    Reclassification

    610

    (73,294)

    (994,175)

    (3,748,437)

    5,953,927

    (1,358,509)

    219,878

    -

    Balance as at 31 December 2025

    4,864,468

    27,816,502

    42,996,558

    837,851

    32,285,324

    14,538,282

    4,533,034

    127,872,017

    Balance as at 1 January 2026

    4,864,468

    27,816,502

    42,996,558

    837,851

    32,285,324

    14,538,282

    4,533,034

    127,872,017

    Additions

    -

    19,031

    56,847

    -

    856,729

    -

    480,939

    1,413,546

    Transfers (Note 16.1)

    -

    487,440

    732,234

    4,187

    251,099

    -

    (1,474,960)

    -

    Disposals

    -

    -

    -

    -

    -

    (23,184)

    -

    (23,184)

    Balance as at 31 March 2026

    4,864,468

    28,322,973

    43,785,639

    842,038

    33,393,152

    14,515,098

    3,539,013

    129,262,379

    Accumulated depreciation and impairment

    Balance as at 1 January 2025

    686,406

    10,368,739

    19,770,985

    604,647

    19,861,010

    5,319,395

    -

    56,611,182

    Charge for the year

    -

    1,269,967

    2,925,952

    65,569

    3,367,849

    2,249,967

    -

    9,879,304

    Eliminated on disposals

    -

    (343,584)

    (144,742)

    (8,140)

    (69,314)

    (106,261)

    -

    (672,041)

    Reclassification

    -

    15,158

    -

    -

    -

    -

    -

    15,158

    Balance as at 31 December 2025

    686,406

    11,310,280

    22,552,195

    662,076

    23,159,545

    7,463,101

    -

    65,833,603

    Balance as at 1 January 2026

    686,406

    11,310,280

    22,552,195

    662,076

    23,159,545

    7,463,101

    -

    65,833,603

    Charge for the period

    -

    336,562

    819,336

    19,486

    1,213,590

    651,821

    -

    3,040,795

    Eliminated on disposal

    -

    -

    -

    -

    -

    (23,184)

    -

    (23,184)

    Balance as at 31 March 2026

    686,406

    11,646,842

    23,371,531

    681,562

    24,373,135

    8,091,738

    -

    68,851,214

    Carrying amount

    At 1 January 2025

    4,177,451

    16,964,424

    22,284,663

    3,986,727

    2,074,412

    10,683,657

    1,557,149

    61,728,482

    At 31 December 2025

    4,178,062

    16,506,222

    20,444,362

    175,775

    9,125,779

    7,075,181

    4,533,034

    62,038,413

    At 31 March 2026

    4,178,062

    16,676,131

    20,414,107

    160,476

    9,020,017

    6,423,360

    3,539,013

    60,411,165

    No item of property, plant and equipment has been restricted or pledged as security.

    1. Transfers represent additions to other categories of PPE as well as from prior year's work-in-progress as they become completed.

      Capital work in progress (CWIP) items include construction and other tangible assets awaiting completion. Included in transfers out of CWIP are tangible items for which constructions were finalised.

      There were no impairment losses on any class of property plant and equipment during the period.

      None of the company's assets were financed from borrowings. Hence, no borrowing cost has been capitalised as part of asset cost. There were no pledged assets in any class of property, plant and equipment during the period.

      16.2

      Gain on disposal of property, plant and equipment

      31 March

      31 March

      2026

      2025

      ₦'000

      ₦'000

      Cost of disposed tangible asset

      (23,184)

      (7,418)

      Accumulated depreciation of disposed tangible asset

      23,184

      832

      Carrying amount of tangible assets disposed Disposal proceeds

      -696

      (6,586)

      -

      Gain on disposal

      696

      (6,586)

      TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  2. Company as a lessee (IFRS 16)

The Company leases service stations, storage facilities and staff buses. Service station leases typically run for a period of 10 years, with an option to renew the lease after that date. Option to renew is not legally enforceable as it is not unilateral and requires the consent of both parties. See note 17 (iv). Storage facilities leases run for 5 years. Staff bus leases typically run for 5 years which is the useful life of the asset.

Service station leases entered into are usually combined leases of land and buildings. The Company leases residential spaces with contract terms of one year. These leases are short term. See note 10.2 (Rent). The renewal option of these residential spaces is mostly at the sole instance of the Company. The renewal of these spaces is based on them fulfilling the business needs of the Company per time. The Company has elected not to recognise right-of-use assets and lease liabilities for these leases. Lease payments on these short-term leases are recognised as expense on a straight-line basis over the lease term. Information about leases for which the Company is a lessee is presented below:

  1. Right-of-use assets

    Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as a separate line item on the statement of financial position.

    Leasehold

    buildings

    Motor

    vehicles

    Storage

    facilities

    Total

    ₦'000

    ₦'000

    ₦'000

    ₦'000

    Cost

    Balance as at 1 January 2025

    17,684,737

    2,531,919

    756,609

    20,973,265

    Additions

    1,717,434

    537,795

    1,252,500

    3,507,729

    Balance as at 31 December 2025

    19,402,171

    3,069,714

    2,009,109

    24,480,994

    At 1 January 2026

    19,402,171

    3,069,714

    2,009,109

    24,480,994

    Additions

    2,513,048

    1,307,335

    -

    3,820,383

    Balance as at 31 March 2026

    21,915,219

    4,377,049

    2,009,109

    28,301,377

    Accumulated depreciation and impairment

    Balance as at 1 January 2025

    9,364,014

    1,890,088

    756,176

    12,010,278

    Charge for the year

    2,120,798

    403,685

    189,078

    2,713,561

    Reclassification

    (15,158)

    -

    -

    (15,158)

    Balance as at 31 December 2025

    11,469,654

    2,293,773

    945,254

    14,708,681

    At 1 January 2026

    11,469,654

    2,293,773

    945,254

    14,708,681

    Charge for the period

    470,222

    212,233

    61,767

    744,222

    Balance as at 31 March 2026

    11,939,876

    2,506,006

    1,007,021

    15,452,903

    Carrying amount

    At 1 January 2025

    8,320,723

    641,831

    433

    8,962,987

    At 31 December 2025

    7,932,517

    775,941

    1,063,855

    9,772,313

    At 31 March 2026

    9,975,343

    1,871,043

    1,002,088

    12,848,474

  2. Amounts recognised in profit or loss

    Depreciation

  3. Amounts recognised in statement of cash flows

    Additions to right-of-use assets

  4. Extension options

2026 2025

₦'000 ₦'000

744,222 2,713,561

2026 2025

₦'000 ₦'000

(3,820,383) (3,507,729)

The Company's service station lease agreements contain extension options exercisable by the Company. Where practicable, the Company seeks to include extension options in its leases to provide operational flexibility. The extension options held are exercisable only by the Company but require the consent of the lessors. The Company assesses at lease commencement date whether it is reasonably certain to exercise the extension options because the Company usually prepays its station leases for about 7 -10 years and due to the fact that the decision to renew is usually based on the results of an economic evaluation of each individual service station's performance to determine if it is finanically viable to extend the lease. The directors have concluded that it is not reasonably certain at commencement of the leases to determine whether or not the leases will be renewed.

The Company has estimated that there are no potential future lease payments as its current assessment is that it is not probable that the lease extention option would be exercised.

The Company has assessed that obligations arising from termination of leases remain insignificant. While decommissioning obligations exist for underground storage tanks at certain locations, these are expected to be minimal and associated decommissioning costs are assessed to be immaterial. Additionally, movable assets are reassigned to other locations at minimal transport cost.

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS

18

Inventories

Inventories comprise:

31 March

31 December

2026

2025

₦'000

₦'000

Raw materials1

28,331,987

40,193,266

Goods in transit

9,809,332

19,471,096

Finished goods2

58,527,977

72,858,275

Consumable equipment and spares

1,023,218

937,555

97,692,514

133,460,192

1 Raw materials relate to packaging materials, additives and baseoils.

2 Finished goods relate to lubricants, all white products, special fluids, car care products.

In 2026, inventories amounting ₦166.96 billion (2025: ₦193.08 billion) were recognised as an expense during the period and included in 'cost of sales'.

No item of inventory was pledged as securities for liabilities during the period.

(a) Reconciliation of changes in inventory to statement of cashflows is as follows:

31 March

31 March

2026

2025

Balance at 1 January

₦'000

133,460,192

₦'000

152,023,837

Balance at 31 March

(97,692,514)

(114,960,741)

Write down of inventory (See note 18.1)

(1,492,232)

-

Amount recognised in statement of cashflows

34,275,446

37,063,096

18.1

Movement in write down of inventories

31 March

31 December

2026

2025

₦'000

₦'000

Write down of inventory1

1,492,232

649,511

Reversal of write downs from previous years2

-

(4,528)

1,492,232

644,983

1 During the period, amounts of ₦1.49 billion were written down and recognised in cost of sales (2025: ₦649.51 million), due to operational losses.

2 Reversal of provision made on slow moving goods no longer required.

19

Trade and other receivables (Current)

31 March

2026

₦'000

31 December

2025

₦'000

Customers account

87,075,522

84,442,244

Due from related parties (Note 34.2)

351,531

723,589

Total trade receivables 1

87,427,053

85,165,833

Financial assets

Net investment in finance lease (Note 19.1.1)

328,165

357,234

Bridging claims2

19,113,617

19,113,617

Unclaimed dividends3

2,600,601

2,605,754

Employee loans and receivables

910,938

2,269,184

Other receivables4

7,391,919

5,033,515

30,345,240

29,379,304

Advance to supplier5

7,824,142

15,029,910

Total other receivables

38,169,382

44,409,214

125,596,435

129,575,047

1 Amount presented above is net of impairment, refer to note 30(iv) for more information on impairment.

2 See note 30(iv) for more information on bridging claims.

3 This relates to portion of unclaimed dividend currently held by the Company Registrars.

4 Other receivables include employee salary advances, electronic settlement banking balances and other miscellaneous debtor balances.

5 This relates to advance payments made to suppliers.

31 March

31 December

19.1

Trade and other receivables (Non-current)

2026

2025

Non-current portion of trade and other receivables comprise:

₦'000

₦'000

Employee receivables1

3,353,428

4,242,432

Net investment in finance lease (Note 19.1.1)2

1,521,036

1,655,767

Advance for PPE3

43,753

122,806

4,918,217

6,021,005

1 Amount represents loan receivables due from employees which are not considered due within twelve (12) months.

2 Amount represents the sum of net investment in finance lease between one and five years and more than five years. (See note 19.1.1)

3 Amount represents advance to suppliers relating to procurement of PPE.

(a) Reconciliation of changes in trade and other receivables to statement of cashflows is as follows:

31 March

2026

₦'000

31 March

2025

₦'000

Balance at 1 January (current)

129,575,047

144,135,425

Balance at 31 March (current)

(125,596,435)

(157,673,410)

Net impairment loss on financial assets (Note 30(iv))

(23,912)

(17,095)

Foreign exchange impact on trade and other receivables (See note 8.2)

(187,619)

(86,133)

Amount recognised in statement of cashflows

3,767,081

(13,641,213)

Balance at 1 January (non-current)

6,021,005

8,165,923

Balance at 31 March (non-current)

(4,918,217)

(6,615,829)

Amount recognised in statement of cashflows

1,102,788

1,550,094

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS
  1. Finance lease receivable

    The Company leases transport equipment to some of its transporters under a finance lease arrangement. The lease term is between three to five years, with options to extend. The finance lease receivables at the end of the reporting year are neither past due nor impaired. The carrying amount of the current portion of finance lease receivables approximates their fair value. Finance lease receivable may be analysed as follows:

    31 March 31 December 2026 2025

    Gross investment in finance lease

    ₦'000

    2,029,710

    ₦'000

    2,209,500

    Unearned finance income

    (180,509)

    (196,499)

    Net investment in finance lease

    1,849,201

    2,013,001

    Net investment in finance lease

    31 March

    31 December

    2026

    2025

    Current:

    ₦'000

    ₦'000

    Less than one year (note 19)

    328,165

    357,234

    Non current:

    Between one and five years (note 19.1)

    1,099,718

    1,197,129

    More than five years (note 19.1)

    421,318

    458,638

    1,849,201

    2,013,001

  2. Leases as lessor

The Company has lease arrangements with its transporters consisting of leased trucks. These leases are classified as a finance lease.

(i) Finance lease

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date.

31 March

31 December

2026

2025

₦'000

₦'000

Less than one year 360,199

392,105

One to two years 1,207,066

1,313,986

More than five years 462,445

503,408

Total undiscounted lease receivable 2,029,710

2,209,500

Unearned finance income (180,509)

(196,499)

Net investment in the lease 1,849,201

2,013,001

20

Prepayments

31 March

31 December

2026

2025

₦'000

₦'000

Current

Prepaid rent1 5,754

303

Prepaid insurance 1,379,897

-

Employee advances2 3,088,843

1,979,084

Total prepayments 4,474,494

1,979,387

1 Prepaid rent are short-term leases for which the Company has elected not to recognise as ROU asset.

2 Amount relates to advances paid to employees.

(a)

Reconciliation of changes in prepayments to statement of cashflows is as follows:

31 March

31 March

2026

2025

₦'000

₦'000

Balance at 1 January 1,979,387

3,762,951

Balance at 31 March (4,474,494)

(3,905,957)

Amount recognised in statement of cashflows (2,495,107)

(143,006)

31 March

31 December

2026

2025

21

Loans and other borrowings ₦'000

₦'000

Bank overdrafts (Note 27) 100,008,736

84,671,515

Total borrowings 100,008,736

84,671,515

22

Lease liabilities

Non-current portion of lease liabilities 966,657

343,925

Current portion of lease liabilities 996,633

354,590

Total lease liabilities 1,963,290

698,515

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS 23 Movement of liabilities Reconciliation of movements of liabilities to cash flows arising from financing activities

Bank overdrafts

Other loans

and borrowings

Lease liabilities

Total

₦'000

₦'000

₦'000

₦'000

Balance at 1 January 2026

84,671,515

-

698,515

85,370,030

Changes from financing cash flows

Additional borrowings

-

-

-

-

Repayment of borrowings

15,337,221

-

-

15,337,221

Payment of lease liabilities

-

-

(320,452)

(320,452)

Total changes from financing cash flows

15,337,221

-

(320,452)

15,016,769

The effect of changes in foreign exchange rates

-

-

-

-

Other changes

New leases

-

-

1,585,227

1,585,227

Interest paid

(4,578,882)

-

(188,926)

(4,767,808)

Interest expense

4,578,882

-

188,926

4,767,808

Total liability-related other changes

-

-

1,585,227

1,585,227

Balance at 31 March 2026

100,008,736

-

1,963,290

101,972,026

Bank

Other loans

and

Lease

overdrafts

borrowings

liabilities

Total

₦'000

₦'000

₦'000

₦'000

Balance at 1 January 2025

115,700,078

-

793,718

116,493,796

Changes from financing cash flows

Additional borrowings

-

-

-

-

Repayment of borrowings

(31,028,563)

-

-

(31,028,563)

Payment of lease liabilities

-

-

(975,095)

(975,095)

Total changes from financing cash flows

(31,028,563)

-

(975,095)

(32,003,658)

The effect of changes in foreign exchange rates

-

-

-

-

Other changes

New leases

-

-

879,892

879,892

Interest paid

(25,130,751)

(6,520)

(482,445)

(25,619,716)

Interest expense

25,130,751

6,520

482,445

25,619,716

Total liability - related other changes

-

-

879,892

879,892

Balance at 31 December 2025

84,671,515

-

698,515

85,370,030

The principal features of the Company's borrowings are as follows:

  • Bank overdrafts are repayable on demand. The actual average interest rate on bank overdrafts as at 31 March 2026 was approximately 18.5%. This was determined based on banks' cost of funding plus lenders' mark-up. Overdrafts are neither guaranteed nor is any collateral given on the balances.

  • Trade finance loan represents short term borrowings obtained to fund letters of credits for product importation. The interest charged on these loans vary depending on the SOFR. The interest rate on these loans are usually between 10% to 32%.

  • The Commercial paper instrument is a ₦30 billion programme established by TotalEnergies Marketing Nigeria Plc under which the company may from time to time issue Commercial Paper Notes, as may be agreed between the Arranger and the Issuer, in separate series or tranches. The programme has been renewed but there is currently no issuance.

  • The carrying amount of current borrowings is a reasonable approximation of fair value as at 31 March, 2026.

a. Terms and repayment schedule

The terms and conditions of loans and borrowings are as follows;

31 March 31 December 2026 2025

Currency

Nominal interest rate

Year of maturity

Face value

Carrying amount

Face value

Carrying amount

₦'000

₦'000

₦'000

₦'000

Lease liabilities

NGN

25%

2025 - 2028

2,600,384

1,963,290

925,185

698,515

Bank overdraft

NGN

18.5%

-

100,008,736

100,008,736

84,671,515

84,671,515

102,609,120

101,972,026

85,596,700

85,370,030

The Company has discounted lease liabilities using incremental borrowing rate of 25% (2025: 25%) which represents the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS

24

Trade and other payables

Trade payables :

31 March

2026

₦'000

31 December

2025

₦'000

Amount due to related companies (note 34.2)

66,941,389

96,336,162

Trade creditors

12,047,174

67,275,479

Bridging contribution1

16,894,930

16,894,930

PPPRA administrative charges

647,039

647,039

Payable to Petroleum Support Fund

74,318

74,318

96,604,850

181,227,928

Other payables:

Other creditors2

35,705,771

5,468,340

Security deposits3

14,626,247

14,329,170

Accrued liabilities4

35,594,837

32,456,589

Dividend payable (note 13.1)

2,600,601

2,605,754

Pay As You Earn (PAYE)

336,191

404,957

Staff pension

66,678

34,828

88,930,325

55,299,638

Total trade and other payables

185,535,175

236,527,566

1 Amount payable to PEF with respect to bridging activities on imported products. See note 30(iv) for more information.

2 Amount relates to other non-trade related payables and sundry creditors.

3 Amount relates to security deposits paid by dealers who maintain credit facilities with the Company.

4 Accrued liabilities principally comprise accrual for product bills and other charges for which invoices were not yet received at the end of the period.

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider that the carrying amount of trade payables as at 31 March 2026 approximates their fair value.

Information about the Company's exposure to currency and liquidity risks is included in note 30(iii).

(a) Reconciliation of changes in trade and other payables to statement of cashflows is as follows:

31 March

2026

₦'000

31 March

2025

₦'000

Balance at 1 January

(236,527,566)

(248,002,473)

Balance at 31 March

185,535,175

247,599,648

Movement in dividend payable (See note 13.1)

5,153

(13,580,874)

Foreign exchange impact on trade and other payables (See note 8.2)

2,656,690

(14,385,190)

Amount recognised in statement of cashflows

(48,330,548)

(28,368,889)

31 March

31 December

25

Deferred income

2026

2025

₦'000

₦'000

Contract liabilities1

5,181,588

5,544,439

5,181,588

5,544,439

1 Contract liabilities represents advance consideration received from customers for the sale of goods, for which revenue is recognised upon delivery.

(a) Reconciliation of changes in deferred income to statement of cashflows is as follows:

31 March

2026

31 March

2025

₦'000

₦'000

Balance at 1 January

(5,544,439)

(6,061,236)

Balance at 31 March

5,181,588

6,414,957

Amount recognised in statement of cashflows

(362,851)

353,721

25.1

Movement of contract liabilities

Balance at 1 January

5,544,439

6,061,236

Amount recognised as revenue in the period

(12,203,638)

(13,087,701)

Advance payments received from customers

11,840,786

13,441,423

Balance at 31 March

5,181,588

6,414,957

The deferred income represents amounts billed and collected in accordance with contractual terms in advance of when the goods are delivered or services rendered. These advance payments primarily relate to contract liabilities. Contract liabilities primarily relate to the advance consideration received from customers for the sale of goods, for which revenue is recognised once the goods are delivered and have been accepted in the customers premises or picked up by the customer. The Company estimates this will be earned as revenue during the subsequent financial periods.

31 March

31 March

2026

2025

26

Share capital

Authorised, Issued and fully paid:

339,521,837 ordinary shares of 50 kobo each

₦'000

169,761

₦'000

169,761

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

27

Cash and cash equivalents

31 March

2026

₦'000

31 March

2025

₦'000

Bank and cash balances

17,633,845

25,688,991

Cash on hand

16,702

12,787

Cash balances with TotalEnergies Treasury (note 34.2)

30,901,255

65,776,200

Cash & cash equivalents in statement of financial position

48,551,802

91,477,978

Bank overdrafts (Note 21)

(100,008,736)

(103,150,311)

Cash & cash equivalents in statement of cash flows

(51,456,934)

(11,672,333)

The Company classifies amounts held with TotalEnergies Treasury as cash and cash equivalents because they can be withdrawn at any time without penalties.

  1. Commitments and contigent liabilities Financial commitments

    The Company did not restrict or deposit any of its assets to secure liabilities of third parties.

    The Directors are of the opinion that all known liabilities and commitments have been taken into account in the preparation of these financial statements. These liabilities are relevant in assessing the Company's state of affairs.

    31 March

    31 December

    2025

    2025

    Bonds

    ₦'000

    ₦'000

    Total commitments given

    30,000,000

    30,000,000

    Total commitments received

    2,370,000

    2,420,000

    Commitments given primarily include guarantee to Dangote petroleum refinery and petrochemicals for bulk purchase of petroleum products. No losses are anticipated in respect of these.

    Commitments received include customers' guarantees. Commitments received and given are held with local banks.

    At 31 March 2026, the Company had contractual commitments (given) for the acquisition of property, plant and equipment

    amounting to ₦768.39 million (2025: ₦1.56 billion).

    Contingent liabilities

    There are contingent liabilities in respect of legal actions against the Company amounting to approximately ₦1.257 trillion (2025: ₦1.257 trillion). The Directors have not made provisions for these contingent liabilities as consultations have been made with the in-house legal team led by Olubunmi Popoola-Mordi - (FRC/2013/ICSAN/00000002042). The in-house legal team holds regular discussions and obtains expert opinion from the Company's external solicitors (on a need basis). Based on all information available as at date of issue of these financial statements (including historical reference of these cases), the directors, based on the advice of the in-house legal team have concluded that no material losses will crystalise against the Company.

  2. Capital management

    The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of its debt and equity balance. The Company's overall strategy remains unchanged from prior period.

    The capital structure of the Company consists of debt, which includes the borrowings disclosed in note 21, cash and cash equivalents and equity attributable to equity holders, comprising issued capital, reserves and retained earnings.

    The Company is not subject to any externally imposed capital requirements.

    Gearing ratio

    Gearing ratio is net debt to equity ratio.

    31 March

    31 December

    2025

    2025

    ₦'000

    ₦'000

    Borrowings including bank overdraft (note 21)

    100,008,736

    84,671,515

    Cash and cash equivalents excluding bank overdraft (note 27)

    (48,551,802)

    (44,784,443)

    Lease liabilities (note 22)

    1,963,290

    698,515

    Net debt (calculated)

    53,420,224

    40,585,587

    Net debt (restricted to a minimum of zero)

    -

    -

    Equity

    48,711,197

    47,539,901

    Net debt to equity ratio

    1.10

    0.85

    Net debt is expressed as an aggregate of lease liabilities, long and short-term borrowings less cash and cash equivalents. The net debt applied in determining the net debt to equity ratio has been restricted to a minimum of zero. The positive position of the calculated net debt is as a result of increased in borrowings and lease liability during the period.

    Equity includes all capital and reserves of the Company that are managed as capital.

  3. Financial risk management
    1. Financial risk management objectives

      The Company's Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyses exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk), credit risk and liquidity risk.

      The Company's Treasury function reports monthly to the Group's Treasury, a section of the Group that monitor's risk and policies implemented to mitigate risk exposures.

    2. Market risk

      Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

      Interest rate risk management

      The Company is exposed to interest rate risk as it borrows funds at multiple interest rates. The risk is managed by the Company by constantly negotiating with the banks to ensure that interest rates are consistent with the monetary policy rates as defined by the Central Bank of Nigeria.

      Interest rate risk Sensitivity analysis

      At the reporting date the interest rate profile of the Company's interest-bearing financial instruments was:

      31 March

      31 December

      2026

      ₦'000

      2025

      ₦'000

      Variable rate instruments

      Borrowings (note 21)

      100,008,736

      84,671,515

      Lease liabilities (Note 22)

      1,963,290

      698,515

      101,972,026

      85,370,030

      Sensitivity analysis for variable rate instruments

      A reasonable possible change of 1000 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

      31 March

      31 December

      2026

      2025

      ₦'000

      ₦'000

      Effect of 10% increase on interest rates (2025: 10%)

      (10,197,203)

      (8,537,003)

      Effect of 10% decrease on interest rates (2025: 10%)

      10,197,203

      8,537,003

      30 Financial Risk Management (cont'd) Currency risk management

      The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective currencies of the Company. The functional currency of the Company is the Nigerian Naira. The Company also transacts in United States Dollars (USD), Euros (EURO) and Swiss Franc (CHF). Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

      A movement in the exchange rate either positively or negatively by 30 percent is illustrated below. Such movements would have increased (decreased) the profit or loss by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.

      As at 31 March 2026

      '000

      '000

      ₦'000

      Trade receivables

      USD

      9,678

      13,418,547

      1,386.50

      '30%

      4,025,564

      Cash deposits

      USD

      29,581

      41,014,057

      1,386.50

      '30%

      12,304,217

      EURO

      947

      1,513,513

      1,598.22

      '30%

      454,054

      Trade payables

      USD

      (8,346)

      (11,571,729)

      1,386.50

      '30%

      (3,471,519)

      EURO

      (2,525)

      (4,035,502)

      1,598.22

      '30%

      (1,210,651)

      CHF

      (37)

      (64,172)

      1,734.37

      '30%

      (19,252)

      Net impact on profit or loss

      USD

      30,913

      42,860,875

      1,386.50

      30%

      12,858,262

      EURO

      (1,578)

      (2,521,989)

      1,598.22

      30%

      (756,598)

      CHF

      (37)

      (64,172)

      1,734.37

      30%

      (19,252)

      As at 31 December 2025

      Foreign currency Foreign currency Naira balance Naira balance Exchange rate* Exchange rate Effect of increase/decrease in exchange rate Effect of increase/decrease in exchange rate

      Trade receivables

      '000

      '000

      ₦'000

      USD

      1,796

      2,613,862

      1,455.38

      '30%

      784,159

      Cash deposits

      USD

      29,716

      43,248,072

      1,455.38

      '30%

      12,974,422

      EURO

      237

      404,804

      1,708.03

      '30%

      121,441

      Trade payables

      USD

      (15,213)

      (22,140,696)

      1,455.38

      '30%

      (6,642,209)

      EURO

      (1,319)

      (2,252,897)

      1,708.03

      '30%

      (675,869)

      CHF

      (37)

      (66,050)

      1,785.13

      '30%

      (19,815)

      Net impact on profit or loss

      USD

      16,299

      23,721,239

      1,455.38

      30%

      7,116,371

      EURO

      (1,082)

      (1,848,093)

      1,708.03

      30%

      (554,429)

      CHF

      (37)

      (66,050)

      1,785.13

      30%

      (19,815)

      A decrease in exchange rate by 30 percent (2025: 30 percent) against the above currencies at the reporting period would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

      *These exchange rates have been derived by computing the weighted average of the CBN intervention rate, bank rate, and NAFEM which represents the Company's expected pattern of realisation and settlement.

      The following exchange rates were applied during the period:

      Average rate Reporting date spot rate

      2026

      2025

      2026

      2025

      USD

      1383.79

      1,521.07

      1386.50

      1,455.38

      EURO

      1618.26

      1,721.10

      1598.22

      1,708.03

      CHF

      1774.75

      1,841.78

      1734.37

      1,785.13

      Financial Risk Management (cont'd)
    3. Liquidity risk management Liquidity risk tables

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The following tables detail the Company's remaining contractual maturity for its derivative and non-derivative financial liabilities with agreed repayment periods. The contractual cashflows are gross and undiscounted and include contractual interest payments.

Contractual cashflows

Carrying

amount

Total

Less than

1 month

1 to 3

months

3 months

to 1 year

More than 1

year

31 March 2026

₦'000

₦'000

₦'000

₦'000

₦'000

₦'000

Borrowings

(Note 21)

100,008,736

100,008,736

-

-

100,008,736

-

Trade payables

(Note 24)

96,604,850

96,604,850

12,047,174

67,015,707

17,541,969

-

Other payables1

(Note 24)

87,586,294

87,586,294

31,315,763

29,422,985

26,847,546

-

Lease liabilities

(Note 22)

1,963,290

1,963,290

-

-

996,633

966,657

286,163,170

286,163,170

43,362,937

96,438,692

145,394,884

966,657

31 December 2025

Borrowings

(Note 21)

84,671,515

84,671,515

-

-

84,671,515

-

Trade payables

(Note 24)

181,227,928

181,227,928

67,275,479

96,410,480

16,894,930

-

Other payables1

(Note 24)

54,034,029

54,034,029

19,319,425

18,151,726

16,562,878

-

Lease liabilities

(Note 22)

698,515

698,515

-

-

354,590

343,925

320,631,987

320,631,987

86,594,904

114,562,206

118,483,913

343,925

1The amount of other payables does not include statute-based deductions (Pay As You Earn tax, Witholding tax and Value Added Tax payables).

The Company manages liquidity risk by maintaining reserves, monitoring forecasts of banking facilities and actual cash flows and matching the maturity profiles of financial assets and liabilities. Below is a listing of financing facilities that the Company has at its disposal to further reduce liquidity risk.

Financing facilities

Unsecured bank loans which are revolving trade loans with a tenure of one year and overdrafts payable at call are reviewed annually. Commercial papers are unsecured instruments which are payable at the expiration of their tenure.

2026

2025

₦'000

₦'000

Amount used

98,458,175

91,491,456

Amount unused

111,541,825

118,508,544

Total facilities

210,000,000

210,000,000

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