Year end - financial statement for 2025

Results at a glance 1

Statement of financial position 2

Statement of profit or loss and other comprehensive income 3

Statement of changes in equity 4

Statement of cash flows 5

Notes to the financial statements 6

Number of staff 413 420 (2)

These financial statements were approved and authorised for issue by the Board of Directors of the Company on 29th January 2026 and signed on behalf of the Board by:

Seye Samba - Managing Director Olubunmi Popoola-Mordi - Executive Director

FRC/2021/003/00000024858 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 YEAR ENDED

3

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2025

for the year ended 31 December 2024

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 December 2025 31 December 2024

   	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 December 2025 (2024: 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

   1. Statement of compliance

      These financial statements comply 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) 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.

   2. Basis of measurement

      These financial statements have been prepared in accordance with the going concern principle under the historical cost basis except for defined benefit liability measured using the projected unit credit method.

   3. 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.

   4. Financial period

      These financial statements cover the financial period from 01 January 2025 to 31 December 2025, with corresponding figures for the financial period from 01 January, 2024 to 31 December, 2024.

   5. 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.

   6. 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.

   7. 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)

            Whether the Company will dismantle and remove its leasehold improvements on underlying asset or restore underlying asset.

      2. Assumptions and estimation uncertainties

         Information about assumptions and estimation uncertainties at 31 December 2025 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.

3. New standards and interpretations not yet adopted (cont'd)

   Amendments to Standards and Interpretations are effective for annual periods beginning after 1 January 2025 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.

   Standard/Interpretation effective as at 31 December 2025		Date issued by IASB	Effective date Periods beginning on or after	Summary of the requirements and assessment of impact
   Amendments to IAS 21	Lack of Exchangeability	August 2023	1 January 2025	In August 2023, the IASB amended IAS 21 to add requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not. These new requirements will apply from 2025, with early application permitted.
   				The IASB issued amendments to IAS 21 to help entities:
   				An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. The amendments are not expected to have a significant impact on the Company's financial statements. The amendments did not have any impact on the amount recognized in the prior periods or current period.

   • assess exchangeability between two currencies; and

   • determine the spot exchange rate, when exchangeability is lacking

   Standard/Interpretation not yet effective as at 31 December 2025		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).
   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.

   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).

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 from two types of products, lubricants and refined petroleum products. The Company has determined that the disaggregation of revenue based on the criteria of type of products meets the disaggregation of revenue 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.

Income tax expense comprises current tax (company income tax, tertiary education tax and Nigeria Police Trust Fund 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).

• Tertiary education tax 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, reasonably, exclusively or necessarily incurred for the operations of the Company, but before the consideration of capital allowances and losses).

• Nigeria Police Trust Fund levy is computed on net profit (i.e. profit after deducting all expenses and taxes from revenue earned by the company during the year).

• The National Agency for Science and Engineering Infrastructure (NASENI) levy is computed on net profit (i.e. profit after deducting all expenses and taxes from revenue earned by the company during the year).

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

Minimum tax

Minimum tax which is based on a gross amount is outside the scope of IAS 12 and therefore, are not presented as part of income tax expense in the profit or loss.

In line with the Finance Act 2021, minimum tax is determined at a base rate of 0.5% of the qualifying company's gross turnover less franked investment income. The Finance Act defines gross turnover as the gross inflow of economic benefits (cash, revenues, receivables and other assets) arising from the operating activities of a Company, including sales of goods, supply of services, receipt of interest, rents, royalties or dividends.

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.

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.

   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.

   4.20 Leases (cont'd)

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 year (2024: nil). Performance is measured based on segment which correspond with IFRS amounts in the Financial Statement.

   1. Segment profit or loss (key items)

The Company is domiciled in Nigeria. During the year, 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.

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.

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

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

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

2This represents accruals relating to charges for technical assistance which are no longer required.

8.1.2 Other expenses

1Other 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 ₦27.00 billion (2024: ₦20.57 billion).

1. Company Income Tax Income tax expense

   The tax charge for the year 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 Companies Income Tax Act and the Finance Act 2021 that mandates a minimum tax assessment, where a tax payer's tax liability based on taxable profit is less than the minimum tax liability. The Company's assessment based on the minimum tax legislations for the year ended 31 December 2025 is ₦4.27 billion (31 December 2024: nil).

   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 December 2025 ₦'000		31 December 2024 ₦'000
   Current tax expenses:
   Minimum Tax/Company Income Tax (CIT)	3,838,168		12,860,949
   Tertiary Education Tax (TET)	-		1,777,322
   Capital gains tax	435,758		2,365
   Nigeria Police Trust Fund Levy (NPTF)1	-		2,113
   National Agency for Science and Engineering Infrastructure (NASENI) Levy2	-		105,640
   Current year tax expense	4,273,926		14,748,389
   Withholding tax credit notes recovered	(796,082)		-
   	3,477,844		14,748,389
   Deferred tax
   Origination and reversal of temporary differences (Note 11.3)	1,199,766		11,207
   	4,677,610		14,759,596
   11.1.2 Reconciliation of effective tax rate
   	31 December		31 December
   	2025		2024
   	₦'000		₦'000
   (Loss)/profit before tax	(12,500,466)		42,255,875
   Income tax using the statutory tax rate - 30%	(3,750,140)		12,676,763
   Effect of tertiary education tax rate - 3%	-		1,267,676
   Capital gains tax	435,758		2,365
   Nigeria Police Trust Fund Levy (NPTF)1	-		2,113
   Non-deductible expenses	1,334		432,079
   Non-taxable income	(441,341)		113,335
   National Agency for Science and Engineering Infrastructure (NASENI) Levy2	-		105,640
   Withholding tax credit notes recovered	(796,082)		-
   Other differences (expenses and income giving rise to permanent difference)	8,929,948		159,626
   Difference in CIT and TET rates	298,133		-
   	4,677,610		14,759,596
   Effective tax rates	-37%		35%

   1 The Nigerian Police Trust Fund (Establishment) Act, 2019 imposes a levy of 0.005% of the net profit of companies operating business in Nigeria.

   2 The National Agency for Science and Engineering Infrastructure (NASENI) Act imposes a levy of 0.25% of the net profit of companies operating business in Nigeria.

   11.1.3 Minimum tax payable by the company	31 December		31 December
   	2025		2024
   	₦'000		₦'000
   Turnover (Note 6)	767,633,513		1,041,904,122
   Minimum tax @ 0.5% (2024: Not applicable)	3,838,168		-
   11.2 Movement in current tax liability	31 December		31 December
   	2025		2024
   	₦'000		₦'000
   Balance as at 1 January	14,173,566		4,781,505
   Provision for the year (Note 11.1.1)	4,273,926		14,748,389
   Payments during the year	(13,712,848)		(5,091,494)
   Payment on back duty taxes	-		(32,575)
   Withholding tax credit notes utilized	(1,039,609)		(232,259)
   Balance as at 31 December	3,695,036		14,173,566
   	31 December		31 December
   11.2.1 Movement in Withholding tax	2025		2024
   	₦'000		₦'000
   Balance as at 1 January	897,239		1,060,072
   WHT credit notes received during the year	987,525		69,924
   Withholding Tax used to offset CIT	(1,039,609)		(232,259)
   WHT reclassification from Trade Debtor	-		(498)
   Balance as at 31 December	845,156		897,239
   Analysed as Current	845,156		897,239
   	845,156		897,239
   Amount recognised in statement of cashflows	52,083		162,833

   TOTALENERGIES MARKETING NIGERIA PLC NOTES TO THE FINANCIAL STATEMENTS

   1. Deferred taxation

      Deferred tax assets and liabilities are attributable to the following;

      Assets

      Liabilities

      Net

      	31 December	31 December	31 December	31 December	31 December		31 December
      	2025	2024	2025	2024	2025		2024
      	₦'000	₦'000	₦'000	₦'000	₦'000		₦'000
      Property, plant and equipment	-	-	(11,486,696)	(11,004,474)	(11,486,696)		(11,004,474)
      Provision for doubtful debts	391,636	328,932	-	-	391,636		328,932
      Provision for employee benefits	1,842,716	959,326	-	-	1,842,716		959,326
      Lease liability	-	-	33,980	63,225	33,980		63,225
      Net unrealised foreign exchange differences	-	-	(479,722)	1,181,252	(479,722)		1,181,252
      	2,234,352	1,288,258	(11,932,438)	(9,759,997)	(9,698,086)		(8,471,739)
      Movement in deferred tax balances during the year;
      Balance	Recognised		Balance	Recognised			Balance
      1 January	in profit or	Recognised	31 December	in profit or	Recognised		31 December
      2024	loss	in OCI	2024	loss	in OCI		2025
      ₦'000	₦'000	₦'000	₦'000	₦'000	₦'000		₦'000
      Property, plant and equipment (7,973,129)	(3,031,345)	-	(11,004,474)	(482,222)	-		(11,486,696)
      Provision for doubtful debts 301,516	27,416	-	328,932	62,704	-		391,636
      Provision for employee benefits 547,213	413,338	(1,225)	959,326	909,971	(26,581)		1,842,715
      Lease liability 16,910	46,315	-	63,225	(29,245)	-		33,980
      Net unrealised foreign exchange differences (1,351,817)	2,533,069	-	1,181,252	(1,660,974)	-		(479,722)
      (8,459,307)	(11,207)	(1,225)	(8,471,739)	(1,199,766)	(26,581)		(9,698,087)

      Amount recognised in OCI Before tax Tax charge Net of tax

      	31 December	31 December	31 December	31 December	31 December	31 December
      	2025	2024	2025	2024	2025	2024
      Items that will not be reclasssified to profit or loss	₦'000	₦'000	₦'000	₦'000	₦'000	₦'000
      Remeasurements of defined benefit liability	(80,550)	(3,713)	(26,581)	(1,225)	(107,131)	(4,938)

   2. The charge for income tax in these financial statements is based on the provisions of the Companies Income Tax Act CAP C21 LFN 2004 (as amended), the Finance Act 2023, the tertiary education tax charge is based on the Tertiary Education Trust Fund Act, 2011 and the Nigeria Police Trust Fund (Establisment) Act 2019.

      12 Employee benefits Long term employee benefits	31 December 2025	31 December 2024
      Long service awards (Note 12(i))	₦'000 3,200,433	₦'000 2,690,331
      Home ownership scheme (Note 12(i))	68,682	50,419
      	3,269,115	2,740,750
      Post employment benefit
      Post employment medical services (Note 12(i))	187,844	98,078
      Balance as at 31 December	3,456,959	2,838,828
      Analysed as:
      Current	-	-
      Non-current	3,456,959	2,838,828
      	3,456,959	2,838,828

      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.

   2025	Long service awards	Home ownership scheme	Post employment 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 amendmen	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)
   Included in other comprehensive income	720,031	25,056	24,019	769,107
   Remeasurement (gain)/ 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
   		Home ownership	Post employment
   2024	Long service awards	scheme	medical service	Total
   	₦'000	₦'000	₦'000	₦'000
   Balance as at 1 January	1,443,960	59,096	83,888	1,586,944
   Included in profit or loss
   Current service costs	120,548	11,146	6,192	137,886
   Past service cost due to plan amendmen	t	9	2,059	2,069
   Interest cost	222,602	6,413	13,574	242,589
   Actuarial (Gains)/Losses - Assumption	933,699	(3,241)	-	930,458
   Actuarial losses - Experience	168,479	911	-	169,390
   Included in other comprehensive income	1,445,328	15,238	21,825	1,482,392
   Remeasurement loss:
   - Experience adjustment	-	-	3,713	3,713
   	-	-	3,713	3,713
   Other
   Benefits paid	(198,957)	(23,915)	(11,348)	(234,220)
   	(198,957)	(23,915)	(11,348)	(234,220)
   Balance as at 31 December	2,690,331	50,419	98,078	2,838,828

   12	Employee benefits (cont'd)
   (a)	Allocation of employee benefits provisions during the year
   	Amount recognised in profit or loss (Note 10.2.3)	769,107		1,482,392
   	Amount recognised in other comprehensive income	80,550		3,713
   		849,657		1,486,105
   Actuarial Assumptions The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
   2025			2024
   	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	2025		2024
   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.

2025

Long service awards Home ownership scheme

Post employment medical benefits

Mortality

year

Age Rated down by 1 year

1 year

by 1 year

3,217,351 Age Rated down

2024

year

68,707

Age Rated down by 1 year

186,641

Long service awards Home ownership scheme

Post employment medical benefits

Mortality

year

Age Rated down by 1 year

1 year

by 1 year

2,703,480 Age Rated down

year

50,441

Age Rated down by 1 year

97,358

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.

1. Dividends Declared dividends

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

   Final dividend - Prior year

   31 December 31 December

   2025 2024

   ₦'000 ₦'000

   ₦40.00 per qualifying ordinary share (2024: ₦25.00) 13,580,873 8,488,046

   13,580,873 8,488,046

   1. Dividend payable 31 December 31 December

      2025 2024

      ₦'000 ₦'000

      Balance as at 1 January 2,418,314 2,040,733

      Final dividend (prior year) 13,580,873 8,488,046

      15,999,187 10,528,779

      Dividend paid (14,231,672) (8,110,465)

      Balance as at 31 December 1,767,515 2,418,314

      (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. (Loss)/earnings per share (EPS) Basic (loss)/earnings per share

Basic (loss)/earnings per share of (₦50.59) (2024: ₦80.99) is based on (loss)/profit attributable to ordinary shareholders of (₦17.18 billion)

(2024: ₦27.49 billion), and on the 339,521,837 ordinary shares of 50 kobo each, being the weighted average number of ordinary shares in

issue during the year (2024: 339,521,837 ordinary shares).

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

The denominators for the purposes of calculating basic (loss)/earnings per share are based on issued and paid ordinary shares of 50 kobo each as at 31 December 2025.

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 year end.