Trans Nationwide Express PlcNSENG: TRANSEXPR

Year end - financial statement for 2025

· Issued by Trans Nationwide Express Plc


QUARTER FOUR UNAUDITED FINANCIAL STATEMENT FOR THE PERIOD ENDED DECEMBER 31, 2025

TRANS-NATIONWIDE EXPRESS PLC

PERIOD ENDED DECEMBER 31, 2025

TABLE OF CONTENTS CONTENTS PAGE

Statement of Accounting Policies 3 - 7

Statement of comprehensive income 8

Statement of financial position 9

Statement of changes in equity 10

Statement of cash flow 11

Notes to the financial statements 12 - 16

2

STATEMENT OF ACCOUNTING POLICIES

Nature of operations and general information Brief history

The company was incorporated as TNT SKYPAK NIGERIA LIMITED on 28th March, 1984 as a private limited liability company and on 6th

September, 1992, the company's name was changed to Trans-Nationwide Express Plc as a Public Limited Liability Company.

Statement of compliance with IFRS

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standard Board (IASB).

Accounting policies

The principal accounting policies applied in the presentation of the financial statements are set out below:

a) Basis of preparation

The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), its interpretations adopted by International Accounting Standard Board (IASB).

b) Principal business activities

The company provides courier services, freight services, logistics, mail room management, haulage and e-commerce from its

Headquarters in Lagos and 38 branches.

c) Presentation of financial statements in accordance with IAS 1

The company has elected to present the statement of the comprehensive income only whilst incorporating items of income statement therein.

KEY MANAGEMENT ASSUMPTIONS

In preparing the financial statements, estimates and assumptions are made that could affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and are based on factors such as historical experience and current best estimates of uncertain future events that are believed to be reasonable under the circumstances. No material changes

to assumptions have occurred during the year.

Foreign currency transactions have been translated into the functional currency of the company using the exchange rate prevailing at the date of the transactions (spot exchange rate). Foreign exchange gain or loss arising from the settlement of such transactions and from translation at year end exchange rates of monetary assets and liabilities denomination in foreign currencies are recognized in statement of profit or loss.

i) Revenue recognition

Revenue represents the fair value of consideration received or receivable for sales of goods and services in the ordinary course of the company's activities and is stated net of Value Added Tax (VAT), rebates and discounts. The company recognizes revenue when the amount of revenue can be reliably measured; it is probable that future benefits will flow to the entity. Dividends are recognized as income

in the period in which the right to receive payment is established.

STATEMENT OF ACCOUNTING POLICIES

ii) Property, plant and equipment

All categories of property, plant and equipment are initially recorded at cost. Buildings and freehold land are subsequently shown at fair value, based on periodic valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is

restated to the revalued amount of the asset. All other property, plant and equipment are stated at historical cost less depreciation.

Historical cost includes expenditure that is directly attributable to the acquisition of the items. Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. only when it is probable that future economic benefits associated with the item will flow to the company andcost can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of profit or loss during the financial period in which they are incurred. Subsequent costs are included in the asset's carrying amount or recognized as a

separate asset, as appropriate,

Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as other reserve in equity. Decreases that offset previous increases of the same assets are charged against the revaluation surplus; all other decreases are charged to profit or loss.

iii) Investment properties.

Investment properties are properties held for capital appreciation or to earn rentals or both. Investment properties are measured at fair value with all changes in fair value recognized in profit or loss. The fair value is determined at the reporting date by an independent

valuator based on market evidence of the most recent prices achieved in arm's length transactions of similar properties in the same area.

iv) Depreciation

Depreciation on other assets is calculated using straight - line method to allocate their cost or revalued amounts to their residual values over the estimated useful lives, as follows:

- Buildings

2%

- Plant & machinery

12.50%

- Motor vehicles

25%

- Computer equipment

25%

- Furniture & fittings

12.50%

- Office equipment

12.50%

- Motorcycles

50%

The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. This was hinged on the premise that motorcycles get worn-out faster than motor vehicle thereby necessitating the change. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within 'gain or losses 'in other comprehensive income. When revalued assets are sold, the amounts included in revaluation reserves are transferred to retained earnings.

v) Intangible Assets

Computer Software

Acquired computer licences are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized on a straight line basis over their estimated useful lives (three to five years). The amortization period is reviewed at each reporting date.

STATEMENT OF ACCOUNTING POLICIES

vi) Financial instruments

Financial Assets

The company classifies its assets in the following categories: financial assets at fair value through profit or loss, loans and receivable and available- for- sale financial assets. The classification depends on the purpose for which the investments were acquired. Management

determines classification of its financial assets at initial recognition.

Financial asset fair value through profit or loss

This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by the directors.

Derivatives are also classified as held for trading. Assets in this category are classified as current asset if either held for trading or are expected to be realized within 12 months of the reporting dates. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The company does not apply hedge accounting.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in active market. They arise when the company provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturity greater than 12 months after the reporting dates. These are classified as non-current assets.

The company's loans and receivables comprise of Non-receivables; Trade and other receivables and Cash and cash equivalents.

Available- for- sale financial assets

Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any other categories.

They are included in non-current assets unless directors intend to dispose of the investment within 12 months of the reporting date.

Recognition and Measurement

Purchases and sales of investments are recognized on the trade date, which is the date the company commits to purchase or sell the asset. Financial assets are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the company has transferred substantially all risks and rewards of ownership. Available- for- sale financial assets and financial assets through profit or loss are subsequently carried at fair value. Loans and receivables held-to-maturity investments are carried

at amortized cost using the effective interest method.

Realized and unrealized gains or losses arising from the changes in fair value of the financial assets at fair value through profit or loss category are included in profit or loss in the period which they arise. Unrealized gains or losses arising from the changes in fair value of equity instruments classified as available-for-sale are recognized in the comprehensive income. When securities classified as available- for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit or loss as gains and losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the company establishes fair value by using valuation techniques. These include the recent use of arms length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer's specific circumstances.

STATEMENT OF ACCOUNTING POLICIES

The company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available -for -sale, a significant or prolonged decline in fair value of the security below its cost is considered in determining whether the securities are impaired. The company assesses the significance of a decline in the fair value below cost relative to the specific security's volatility, and regards a decline below cost of longer than 12 months to be prolonged. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss - is removed from equity and recognized in profit or loss. Impairment losses recognized in the profit or loss on equity instruments are not reversed through the profit or loss.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the

liability simultaneously.

vii) Leases

The Company acquired some properties, plant and equipment on a finance lease. The interest on lease is recognized as an expense

under finance cost and charged to statement of comprehensive income.

viii) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined by the weighted average method. Net realizable

value is the estimate of the selling price in the ordinary course of business, less cost of completion and selling expenses.

ix) Receivables

Receivables are recognized initially at fair value and subsequently measured at amortized cost using effective interest method less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the company will not be able to collect the entire amount due according to the original terms of receivables. Significant financial difficulties of the debtors, probability that debtor will enter bankruptcy and default or delay payment (more than 30 days overdue), are the indicators that trade receivable is impaired. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the profit or loss within administrative cost. When trade receivable is uncollectible, it is written against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative costs in the

profit or loss.

The amount of the provision is the difference between the carrying amount and the present value of the future estimate cash flows, discounted at the original effective discount rate.

x) Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposit held at call with banks, other short term highly liquid investments with original maturity of three months or less, and bank overdrafts.

xi) Employee benefits

i. Retirement benefit obligations

The company operates a retirement benefits scheme for its employees in accordance with the provision of the Pension Reforms Act of 2014 as ammended. The Scheme is funded through monthly contribution of 10% and 8% by both the company and the employees

respectively. These contributions are recognized in the statement of comprehensive income.

STATEMENT OF ACCOUNTING POLICIES

xii) Provisions

A provision is recognized only if, as a result of past event, the company has a present legal or constructive obligation that can be reliably

estimated, and it is probable that a transfer of economic benefits will be required to settle the obligation.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation

at reporting date.

xiii) Current and deferred income tax

Income tax expense is the aggregate of the charge to profit or loss in respect of current and deferred income tax. Current income tax is

the amount of income tax payable of taxable profit for the year determined in accordance with the relevant tax legislation.

Education tax is provided at 2% of assessable profits of companies operating within Nigeria. Deferred Income tax is provided in full, using liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Current and deferred income tax is determined using tax rates and laws enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can

be utilized.

xiv) Borrowings

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of of the liability for 12 months after the reporting date.

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective interest method; any differences between proceeds (net of transaction costs) and the redemption value is recognized in the profit or loss over the period of the borrowings, using the effective interest rate method.

Borrowing costs

Borrowing cost are recognized as expense in the period in which they are incurred, except when they are directly attributable to the acquisition, construction or production of qualifying asset, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

xv) Dividend

Dividends payable to the company's shareholders are recognized as a liability in the period in which they are declared and approved by the shareholders.

Securities Trading Policy

Trans-Nationwide Express Plc maintains a Security Trading Policy which guides Directors, Audit Committee members, employees

and all individuals categorized as insiders as to their dealing in the Company's securities. The Policy is periodically reviewed

by the Board and updated. The Company has made specific inquiries of all its directors and other insiders and is not aware

of any infringement of the policy during the period under review.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

NOTES

FOR THE PERIOD ENDED DECEMBER

OCTOBER TO DECEMBER

FOR THE PERIOD ENDED DECEMBER

OCTOBER TO DECEMBER

2025

2025

2024

2024

N'000

N'000

N'000

N'000

Revenue

1

191,755

59,993

261,013

45,139

Direct Cost

2

(185,527)

(26,613)

(279,461)

(8,644)

Gross Profit

6,228

33,380

(18,448)

36,496

Other Income

3

2,080

142

40,902

18,244

Administrative Expenses

4

(180,840)

(56,699)

(134,366)

(74,751)

Financial Cost

5

(276)

(83)

(780)

(245)

(172,808)

(23,261)

(112,692)

(20,257)

Profit before taxation

(864)

(116)

(563)

(101)

Income tax expenses

-173,672

-23,377

-113,255

-20,358

Profit / (Loss)

(0.37)

(0.05)

(0.2)

(0.04)

Earnings per Share - Basic

NOTES

FOR THE PERIOD ENDED DECEMBER

2025

N'000

6

146,881

6.1

202

2,526

16

14,402

7

9,354

7.1

19,086

192,451

FOR THE PERIOD ENDED DECEMBER

2024

N'000

ASSETS:

Non-current assets

Property, Plant & Equipment

Assets Under lease

Intangible Assets

Deferred Tax Asset

Equity Instrument at fair value

Investments

Total non-current assets

154,304

15,025

6,690

14,402

9,354

44,413

244,188

STATEMENT OF FINANCIAL POSITION

Current assets

Inventories

8

2,142

Trade receivables

9

187,544

Other receivables

10

125,592

Cash & cash Equivalent

11

24,938

Total current assets

Total assets

340,216

532,667

2,142

161,434

139,468

60,624

363,668

607,856

249,075

71,261

(105,269)

215,067

Non-current liabilities

Deferred Tax Liabilities

6(i)

1,704

Total non-current liabilities

1,704

1,704

1,704

CURRENT LIABILITIES

Trade & other payables

17

465,391

Current tax liabilities

18

23,313

Total current liabilities

488,704

Total liabilities

490,408

365,566

25,519

391,085

392,789





EQUITY AND LIABILITIES

Share capital

12

249,075

Share premium

14

71,261

Retained earnings

13

(278,077)

Total equity attributable to ownersof

the Company

42,259

Total equity and liabilities 532,667 607,856

26/01/2026

BAMIDELE JIMOH

FRC/2019/ICAN/00000019088

HEAD OF FINANCE

26/01/2026

OGBEMI OLUWATOSIN

FRC/2026/PRO/NIM/002/439585

AG. MANAGING DIRECTOR / CEO

TRANS-NATIONWIDE EXPRESS PLC

PERIOD ENDED DECEMBER 31, 2025

STATEMENT OF CHANGES IN EQUITY

PERIOD

ENDED DECEMBER

PERIOD

ENDED DECEMBER

PERIOD

ENDED DECEMBER

PERIOD

ENDED DECEMBER

PERIOD

ENDED DECEMBER

PERIOD

ENDED DECEMBER

PERIOD ENDED DECEMBER

PERIOD

ENDED DECEMBER

2025

2025

2025

2025

2024

2024

2024

2024

Share Capital

Share

Premium

Retained

Earnings

Total

Share

Capital

Share

Premium

Retained

Earnings

Total

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

249,075

71,261

71,914

392,250

249,075

71,261

65,264

385,600

Balance as at January 1ST

(172,808)

(172,808)

16,026

16,026

Profit for the year

-

-

-

-

(9,376)

(9,376)

Dividend paid

-

-

-

-

-

Prior year adjustment

Balance as at DECEMBER,

31st

249,075

71,261

(100,894)

219,442

249,075

71,261

71,914

392,250

TRANS-NATIONWIDE EXPRESS PLC

PERIOD ENDED DECEMBER, 2025

STATEMENT OF CASH FLOWS

DECEMBER 2025

DECEMBER 2024

N'000

N'000

N'000

N'000

Cash flows from operating activities

Cash received from customers

402,267

453,242

Cash payments to suppliers & employees

(416,316)

(415,409)

Cash generated from operations

(14,050)

37,833

Taxation paid

(2,206)

(5,971)

(16,256)

31,862

Cashflows from investing activities

Purchase of property, plant & equipment

(13)

(1,220)

Investments

(17,933)

3,886

Insurance claim

-

1,972

loss on investment valuation (financial assets)

0

726

Dividend income

454

3,460

Interest income/Ivestment

55

3,071

Lease payments

(3,543)

(13,492)

Contract registration

-

-

Proceed from assets disposal

1,550

2,348

(19,431)

751

Net cash outflow from investing activities

(19,431)

751

Cash flows from financing activities

Dividend paid

-

(9,963)

Net cash outflow from financing activities

-

(9,963)

Net increase / (decrease) in cash & cash equivalents

(35,686)

22,650

Cash & cash equivalent as at January 1st

60,624

37,974

Cash & cash equivalent as at DECEMBER 31st 24,938 60,624

2

DIRECT COST

Direct operating cost

57,018

12,267

74,350

510

Personel cost

90,130

-

147,206

-

Logistic expense

22,164

11,154

21,493

3,454

Mail Room Management Expense

-

-

-

-

COLDCHAIN INT'L EXPENSES(WC)

-

-

-

-

COLDCHAIN DOMESTICE EXPENSES

3,228

622

1,967

24

Mass mailing expense

-

-

3,296

-

Mail bag expense

591

-

3,511

931

Freight expense

1,775

-

11,013

2,221

Warehousing expense

10,022

2,500

14,549

327

Direct delivery cost

599

70

2,076

1,176

185,527

26,613

279,461

8,644

3

OTHER INCOME

Insurance claim / Others

-

-

5,043

565

loss on investment valuation (financial assets)

-

-

-

-

Dividend income

454

90

3,460

3,135

Interest income

55

51

16,504

14,544

Exchange rate gain

22

-

13,547

-

Contract registration

-

-

-

-

Proceed from assets disposal

1,550

-

2,348

-

2,080

142

40,902

18,244

4

ADMINISTRATIVE EXPENSES

Personnel cost

48,561

28,712

77,175

44,255

Administrative cost

105,818

21,376

30,475

24,652

Provision for bad debts

-

-

-

-

Depreciation

26,461

6,611

26,716

5,844

180,840

56,699

134,366

74,751

5

FINANCIAL COST

Bank charges

276

83

780

245

Interest on lease

-

-

-

-

276

83

780

245

TRANS-NATIONWIDE EXPRESS PLC

PERIOD ENDED DECEMBER 31, 2025

NOTES TO THE FINANCIAL STATEMENTS

PERIOD ENDED DECEMBER

2025

OCTOBER TO DECEMBER 2025

DECEMBER 2024

OCTOBER TO DECEMBER 2024

N'000

N'000

N'000

N'000

101,854

27,582

142,728

26,654

45,744

19,039

33,772

7,996

-

-

5,454

-

17,031

7,909

7,787

982

1,266

-

3,148

342

-

-

-

-

2,880

430

13,520

1,385

-

-

2,513

-

2,970

324

21,260

2,914

20,010

4,708

30,831

4,866

191,755

59,993

261,013

45,139

1

REVENUE

Courier services

Logistic income

Mail Room Management Income

Cold Chain Income - Domestic

SME E-Commerce Income

COLD CHAIN INT'L INCOME (WORLD COURIER)

Mail bag income

Mass mailing income

Freight income

Warehouse

TRANS-NATIONWIDE EXPRESS PLC

PERIOD ENDED DECEMBER 31, 2025

6

PROPERTY, PLANT AND EQUIPMENT

LAND

BUILDING

MOTOR VEHICLES

MOTORCYCLE S

PLANT AND MACHINERY

OFFICE EQUIPMENT

FURNITURE & FITTINGS

COMPUTER EQUIPMENT

TOTAL

('000)

('000)

('000)

('000)

('000)

('000)

('000)

('000)

('000)

COST:

as January 1ST

55,000

97,841

323,595

40,192

17,380

23,504

13,224

44,966

615,702

Disposal during the year

-

-

-

-

-

-

-

134

134

Additional during the year

-

-

-

-

-

13

-

-

13

Cost as at DECEMBER 31, 2025

55,000

97,841

323,595

40,192

17,380

23,517

13,224

45,100

615,849

DEPRECIATION:

as January 1ST

-

19,766

315,299

40,095

12,620

19,133

12,064

42,421

461,398

On disposal during the year

-

-

-

-

-

-

-

134

134

Charge for the year

-

1,956

863

32

1,455

1,385

379

1,366

7,436

as at DECEMBER 31, 2025

-

21,722

316,162

40,127

14,075

20,518

12,443

43,921

468,968

NET BOOK VALUE

as at DECEMBER 31, 2025

55,000

76,119

7,433

65

3,305

2,999

781

1,179

146,881

as at December 31, 2024

55,000

78,075

8,296

97

4,760

4,371

1,160

2,545

154,304

6.i

ASSETS UNDER LEASE

MOTOR VEHICLE

COST

At 1st January

Additions

Disposal

At 31st december

DECEMBER 2025

DECEMBER 2024

N'000

N'000

-

-

34,490

34,490

-

-

-

-

34,490

34,490

ACCUMULATED DEPRECIATION

At 1st January

Charged for the year

Disposal

At 31st December

19,465

14,823

-

34,288

10,843

8,622

-

19,465

Carrying Amount 202 15,025

6(i)

DEFERRED TAX

Balance as at January 1,

Charge for the year

Charge for the year

DECEMBER 2025

DECEMBER 2024

N'000

N'000

(1,704)

(1,704)

-

-

(1,704)

(1,704)

7

SHORT TER FINANCIAL ASSETS

Stanbic IBTC (12,801 units)

738

738

Zenith Bank (80,356 units)

3,656

3,656

Access Bank (185,952 units)

4,435

4,435

Coronation

-

-

Fidelity Bank (30,000 units)

525

525

9,354

9,354

The fair value of the quoted equity shares is determined by reference to the published price in the

Nigerian Stock Exchange

7.1

SHORT TER FINANCIAL ASSETS -INVESTMENT

Investment in Fixed Deposits

17,933

43,260

Trane Agency

1,153

1,153

-

-

-

-

-

-

19,086

44,413

Investment Fixed Deposit

This made up of investments that attracts returns between 8% and 11% per annum

Meristerm Investment

-

32,996

Cardinal Stone Investment

17,592

9,955

AXA Mansard Investment

341

341

17,933

43,292

Expected credit loss

-

(32)

17,933

43,260

The above equity instruments are being traded actively on the floor of The Nigerian Stock Exchange; such that market price is the fair value. They are stated at market valued at the market price as at December 31. The gain and loss arising from the valuation is included in the statement of comprehensive income.

8

INVENTORIES

Inventories included in the statement of financial position are analysed as follows

Courier fliers

255

255

Courier bag seals

983

983

Airway bills

904

904

other conumables

-

-

2,142

2,142

Inventories are measured at the lower of cost and net realizable value. Cost comprises of suppliers invoice price, handling charges and other costs incurred in bringing the inventories to their present location and condition. The inventories are not pledged as securities for liabilities.

9

TRADE RECEIVABLES

TRADE RECEIVABLES

392,993

366,883

Allowance for credit losses

(205,449)

(205,449)

187,544

161,434

The net carrying value of trade recivables is considered a reasonable fair value

10

OTHER RECEIVABLES

Other debtors

417

5,064

Staff debtors

0

7

Prepayments

27,277

36,499

Withholding tax (Note 19)

97,898

97,898

125,592

139,468

11

CASH AND CASH EQUIVALENTS

Cash balances

1,813

1,016

Bank balances

17,127

45,027

Fixed Deposite (Meristem-ngn)

5,998

14,581

24,938

60,624

DECEMBER 2025

DECEMBER 2024

N'000

N'000

12

SHARE CAPITAL

Authorised:

500,000,000 ordinary shares of 50K each

249,075

249,075

13

RETAINED EARNINGS

Balance as at January 1,

(105,269)

65,264

Bonus

-

-

Dividend paid

-

(9,963)

Profit / (Loss)

(172,808)

(97,891)

Tax Audit Liability

-

(62,679)

(278,077)

(105,269)

14

SHARE PREMIUM

Received on 270,027,370 shares at 30k each

71,261

71,261

Less: Issue Shares Expenses

-

71,261

71,261

15

RIGHTS ISSUE IFORMATION

270,027,370 ordinary shares subscribed for at 80K per share

-

-

Interest credited by the receiving Bank on the fund

-

-

Less: Issue Shares Expenses

-

-

-

-

16

DEFERRED TAX

Balance as at January 1,

14,402

(1,704)

Release for the year

-

16,106

Charge for the year

14,402

14,402

17

TRADE AND OTHER PAYABLES

Trade creditors

141,326

105,129

Witholding tax

2,096

2,096

Policy Trust Fund

2

-

Accural and other creditors

154,391

142,954

Salary Payable

89,988

47,445

Gratuity

44,742

45,042

VAT Payable

31,331

21,385

Industrial Training Fund

1,515

1,515

465,391

365,566

18

TAXATION

Per statement of comprehensive income:

Income tax

1,305

(443)

Education tax

-

(30)

1,305

(473)

Deferred tax / RELEASE

(16,106)

(14,801)

(473)

Per statemet of financial position:

Balance as at January 1,

25,519

29,390

Charge for the year

-

1,305

Tax Audit Liability (Income & Education)

-

-

Payment during the year

(2,206)

(5,176)

23,313

25,519

The charge for income tax in these financial statements is based on provisions of the Companies

IncomeCAP E4 LFN 2004. Tax Act, CAP C20, LFN 2004 (as amended) and the Education Tax Act

19

WITHHOLDING TAX

As at January 1,

97,898

158,802

Addition in the year

-

1,776

Tax offset

-

-

97,898

160,578

Issued and fully paid: Ordinary shares:

198,819,762 (2016) ordinary shares of 50K each

468,847,132 (2017) ordinary shares of 50K each

249,075

249,075

COMPANY NAME: TRANEX PLC TRANS-NATIONWIDE EXPRESS PLC

Board Listed: Main Board

Year End: December

Reporting Period: Ended 31 December 2025

DESCRIPTION

31-Dec-24

31-Dec-25

UNIT

PERCENTAGE

UNIT

PERCENTAGE

ISSUED SHARE CAPITAL

498,150,077

100.0%

498,150,077

100.0%

SUBSTANTIAL SHAREHOLDINGS (5% AND

ABOVE)

MWML NOMINEES LTD

133,358,476

26.8%

133,358,476

26.8%

SAHAM UNITRUST INSURANCE NIGERIA LTD

106,250,000

21.3%

106,250,000

21.3%

ADEBAYO THOMAS BANDELE (OTUNBA)

37,453,210

7.5%

37,453,210

7.5%

TOTAL SUBSTANTIAL SHAREHOLDINGS

277,061,686

55.6%

277,061,686

55.6%

DIRECTOR'S SHAREHOLDINGS (DIRECT AND INDIRECT) EXCLUDING DIRECTORS WITH SUBSTANTIAL INTERESTS

KAYODE AJAKAIYE - (DIRECT)

2,390,657

0.5%

2,390,657

0.5%

SULAIMAN A. ADEDOKUN - (INDIRECT

REPRESENTING MWML NOMINEES LTD)

-

0.0%

-

0.0%

ADEBAYO ADELEKE - (INDIRECT REPRESENTING SAHAM UNITRUST INSURANCE NIG. LTD)

-

0.0%

-

0.0%

DANIELLA F. SULEIMAN - (INDIRECT REPRESENTING AIR. CMDR. DAN SULEIMAN RTD)

19,542,743

3.9%

19,542,743

3.9%

ADEBAYO ADELEKE - (DIRECT)

728,894

0.1%

728,894

0.1%

TOTAL DIRECTOR'S SHAREHOLDINGS

22,662,294

4.5%

22,662,294

4.5%

OTHER INFLUENTIAL SHAREHOLDINGS

PLATFORM NIGERIA LIMITED.

21,661,750

4.3%

21,661,750

4.3%

OLADIRAN FAWIBE - (DIRECT)

20,886,092

4.2%

20,886,092

4.2%

THE ESTATE OF ASALU AKINTUNDE

11,110,215

2.2%

11,110,215

2.2%

NWOBI ERIC N

12,002,264

2.4%

12,002,264

2.4%

QSTC SERVICES LIMITED

11,199,658

2.2%

11,199,658

2.2%

OKOLI OBINANI OGBONNIA

7,884,496

1.6%

7,884,496

1.6%

AREGBEYEN JOHN BABATUNDE OTUAKHENA

7,769,547

1.6%

7,769,547

1.6%

0.0%

0.0%

TOTAL OTHER INFLUENTIAL

SHAREHOLDINGS

92,514,022

18.6%

92,514,022

18.6%

FREE FLOAT UNITS AND PERCENTAGE

105,912,075

21.3%

105,912,075

21.3%

FREE FLOAT IN VALUE

233,006,565

233,006,565

Share Price at end of reporting period: (Dec 2025: N2.20) Shareholding Structure/Free Float Status

DECLARATION:

(A) TRANEX PLC with a free float percentage of 21.3% as at December 31st, 2025 is compliant with The Exchange's Free float requirements for listed companies listed on the main board.

(B) TRANEX PLC with a free float percentage of 21.3% as at December 31st, 2024 is compliant with The Exchange's Free float requirements for listed companies listed on the main board.

QUARTERLY CORPORATE GOVERNANCE REPORT

1. Name of Listed Entity

Trans-Nationwide Express PLC.

2. Quarter ending

31-Dec-25

  1. Composition of Board of Directors

    Title

    Name of the Director

    Category (Chairperson/

    Executive/Non

    No. of Directorship in listed entities including the Company

    Number of

    memberships in Audit/other Committee(s) in the

    No. of post of

    Chairperson in Audit/other Committee in the

    -Executive/ Independent

    Director)

    Mr.

    Sulaiman A. Adedokun

    Chairman

    1

    -

    -

    Mr.

    Eric Chidi Emecheta

    Managing

    1

    -

    -

    Director

    Mr.

    Kayode O Ajakaiye

    Non- Executive

    1

    2

    -

    Director

    Mr.

    Adebayo O. Adeleke

    Non- Executive Director

    4

    2

    1

    Ms.

    Daniella F. Suleman

    Non- Executive

    1

    2

    1

    Director

    Mr.

    Oluwasegun Isaiah Adeoye

    Independent Non- Executive

    1

    2

    -

    Director

    Mr.

    Adegoke Johnson Olasoko

    Independent Non- Executive

    1

    2

    -

    Director

  2. Composition of Committees

    Name of Committee

    Name of Committee members

    Category (Chairperson /

    Executive/Non-Executive/

    Independent/ Nominee)

    Audit Committee

    Mr. Oluwaseun Olukoya

    Chairman/ Shareholder's

    Nominee

    Mr. Olusegun D. Oguntoye

    Member/Shareholder's

    Nominee

    Mr. Chuks N. Osadinizu

    Member/Shareholder's

    Nominee

    Mr. Oluwasegun I. Adeoye

    Independent Non- Executive

    Director

    Mr. Adegoke J. Olasoko

    Independent Non- Executive

    Director

    Business Development, Finance &

    Mr. Adebayo O. Adeleke

    Chairman / Non- Executive Director

    General Purpose Committee

    Mr. Kayode O. Ajakaiye

    Non- Executive Director

    Ms. Daniella F. Suleman

    Non- Executive Director

    Mr. Adegoke J. Olasoko

    Independent Non- Executive

    Director

    Risk Management and Governance

    Ms. Daniella F. Suleman

    Chairman/ Non- Executive Director

    Committee

    Mr. Adebayo O. Adeleke

    Non- Executive Director

    Mr. Kayode O. Ajakaiye

    Non- Executive Director

    Mr. Oluwasegun I. Adeoye

    Independent Non- Executive

    Director

  3. Meeting of Board of Directors

    Date(s) of Meeting (if any) in the previous quarter

    Date(s) of Meeting (if any) in the relevant quarter

    Maximum gap between any

    two consecutive meetings (in number of

    days)

    16TH September 2025

    9th December 2025

    90 days

  4. Meeting of Committees

Name of Committee

Date(s) of meeting of the committee in the relevant quarter

Whether requirement of Quorum met (details)

Date(s) of meeting of the committee in the previous quarter

Maximum gap between any two consecutive meeting

in number of days

Audit Committee

20th November, 2025

There was Quorum at the

meeting.

4th September 2025

90 days

Business Development, Finance & General

Purpose

25th November 2025

There was Quorum at the

meeting.

--

180 days

Committee

There was Quorum at the

meeting.

Risk Management & Governance

7th November, 2025

There was Quorum at the meeting.

9th September, 2025

90 days

Committee

25th November 2025

V. Directors' Interest in Contracts during the Quarter

None of the Directors has notified the Company for the purpose of Section 303 of the Companies and Allied Matters Act, 2020, of any interest in contracts made

VI. Securities Trading

The Company has adopted a code of conduct with regard to securities transactions and the Directors and other key personnel of the Company are aware of the

Enquiries have been made and it is hereby stated that in respect of the interim accounts submitted in the course of the quarter under review none of the Directors

VII. Corporate Governance

The Company is committed to best practice and procedures in Corporate Governance. Its business is conducted in a fair, honest and transparent manner which

VIII. Compliance with Regulatory Requirements

During the quarter, the Company complied substantially with existing Laws including the under listed Corporate Governance guidelines and cooperated with

  • The Nigerian Exchange Group's Post-listing Rules.

  • The Securities and Exchange Commission's Code of Corporate Governance for Public Companies 2011.

  • Financial Reporting Council of Nigeria- The Nigerian Code of Corporate Governance 2018.

  • Companies and Allied Matters Act 2020.

  • International Corporate Governance Best Practices.



BY ORDER OF THE BOARD

CAUTIOUS SERVICES LIMITED COMPANY SECRETARIES FRC/2013/ICSAN/00000002873

Lagos, Nigeria

Date: 21st January, 2026

Earlier from Trans Nationwide Express

All Trans Nationwide Express news releases