Transcorp Power PlcNSENG: TRANSPOWER

Quarter 3 - financial statement for 2025

· Issued by Transcorp Power Plc
TRANSCORP POWER PLC

UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025

1

Transcorp Power Plc Unaudited Interim Financial Statements For the period ended 30 September 2025

Table of Contents

Corporate Information 3

Statement of Directors' Responsibilities 5

Statement of Profit or Loss and Other Comprehensive Income 7

Statement of Financial Position 9

Statement of Changes in Equity 10

Statement of Cashflow 11

Note to the financial statements 12

Corporate Information Company Registration No. RC 1067143 Tax Identification Number 14640316-0001 Registered Office 38 Glover Road Ikoyi, Lagos Nigeria. Plant Address Transcorp Power Plc.

KM 20 Warri/Patani Expressway Ughelli

Delta State, Nigeria

Board of Directors Mr. Emmanuel Nnorom Chairman

Engr. Peter Ikenga Managing Director/Chief Executive Officer

Dr. (Mrs.) Owen Omogiafo, OON Non-Executive Director Mr. Adim Jibunoh Non-Executive Director

Engr. Vincent Ozoude Non-Executive Director

Engr. Charles Odita Independent Non-Executive Director Ms. Faith Tuedor-Matthews Independent Non-Executive Director Mr. Christopher Ezeafulukwe Non-Executive

Auditors Messrs. Deloitte & Touche Chartered Accountants Civic Towers

Plot GA 1

Ozumba Mbadiwe Avenue Victoria Island, Lagos Nigeria

Principal Banker United Bank for Africa Plc Company Secretary Ms. Atinuke Kolade 38 Glover Road Ikoyi, Lagos, Nigeria. Investors Relation Dr. Evans Okpogoro evans.okpogoro@transcorppower.com Incorporation and address

The Company is the successor company from the merger of Transcorp Ughelli Power Limited and Ughelli Power Plc. Transcorp Ughelli Power Limited was incorporated in Nigeria on 24 September 2012 under the Companies and Allied Matters Act, of Nigeria as a private limited liability company for the purpose of acquiring 100% shareholding in Ughelli Power Plc from the Federal Government of Nigeria on 1 November 2013

On 1 October 2015, Transcorp Ughelli Power Limited merged with its subsidiary, Ughelli Power Plc with a resultant change in name to Transcorp Power Limited, and cancellation of the share capital of Ughelli Power Plc. No new company was formed.

On 19 December 2023, the Company held an Extra-ordinary General Meeting (EGM) and passed a resolution to convert the company from a private limited liability company to a public limited liability company, and the consequent change of name from Transcorp Power Limited to Transcorp Power Plc on 10 January 2024. At the same meeting, the Company increased its share capital from ₦42,733,641.50 divided into 85,467,283 ordinary shares of ₦0.50 each to ₦3,750,000,000.00 divided into 7,500,000,000 ordinary shares of ₦0.50 each by the creation of an additional 7,414,532,717 ordinary shares of ₦0.50 each. It was also approved that the shares of the company be listed on the main Board of the Nigerian Exchange Limited (NGX).

The address of the Company's registered office is:

38 Glover Road Ikoyi, Lagos Nigeria.

Principal activities

The Company is mainly engaged in the generation and sale of electric power.

Shareholders Major Shareholders

According to the register of members, the following shareholders of the Company hold 5% or more of the issued ordinary share capital as at 30 September 2025

SHAREHOLDERS WITH 5% AND ABOVE

Shareholder Shareholding (Units) 30 September 2025 % Shareholding(Units) 30 September 2024 %

Transnational Corporation Plc

3,824,435,342

50.99

3,824,435,342

50.99

Rich Point Limited

2,418,593,587

32.25

2,418,593,587

32.25

Woodrock Energy Resources Limited

450,259,257

6.00

479,631,247

6.40

Shareholding Analysis Shareholding structure and Free Float

The company met the free float requirement as at 30 September 2025 with 756,965,129 shares (10.09%) valued at ₦237,687,050,506 on

that date.

TRANSCORP POWER PLC

FREE FLOAT COMPUTATION

Company Name:

TRANSCORP POWER PLC

TRANSCORP POWER PLC

Period End:

30/09/2025

30/06/2025

Reporting Period:

Q3 2025

Q2 2025

Share Price at end of reporting period:

N314.00

N350.90

Units

Percentage (In relation to Issued

Share Capital)

Units

Percentage (In relation to Issued Share Capital)

Issued Share Capital

7,500,000,000

100%

7,500,000,000

100%

Details of Substantial Shareholdings (5% and above)

TRANSNATIONAL CORPORATION PLC

3,824,435,342

50.99

3,824,435,342

50.99

RICH POINT LIMITED

2,418,593,587

32.25

2,418,593,587

32.25

WOODROCK ENERGY RESOURCES LIMITED

450,259,257

6.00

479,631,247

6.40

Total Substantial Shareholdings

6,693,288,186

89.24

6,722,660,176

89.64

Directors' Shareholdings (direct and indirect), excluding directors with substantial interests

MR EMMANUEL NNOROM

17,354,867

0.23

17,354,867

0.23

MR EMMANUEL NNOROM (Vine Foods Ltd)

3,641,000

0.05

3,641,000

0.05

MR. PETER IKENGA

325,159

0.00

325,159

0.00

DR MRS OWEN OMOGAIFO

18,355,867

0.24

18,355,867

0.24

MR ADIM JIBUNOH

51,000

0.00

51,000

0.00

CHRISTOPHER EZEAFULUKWE

9,947,792

0.13

9,947,792

0.13

MR VINCENT OZOUDE

51,000

0.00

51,000

0.00

MR CHARLES ODITA

20,000

0.00

20,000

0.00

MRS FAITH TUEDOR- MATTHEWS

-

-

-

-

Total Directors' Shareholdings

49,746,685

0.65

49,746,685

0.65

Total Other Influential Shareholdings

Free Float in Units and Percentage

756,965,129

10.09

727,593,139

9.70

Free Float in Value

₦237,687,050,506

₦232,829,804,480

Statement of Directors' Responsibilities

The Directors of Transcorp Power Plc are responsible for the preparation of the unaudited financial statements that give a true and fair view of the financial position of the Company as at 30 September 2025 and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with IFRS Accounting Standards and in the manner required by the Companies and Allied Matters Act 2020, and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

In preparing the financial statements, the Directors are responsible for:

  • properly selecting and applying accounting policies.

  • presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information.

  • providing additional disclosures when compliance with the specific requirements in with IFRS Accounting Standards are insufficient to enable users to understand the impact of transactions, other events and conditions on the company's financial position and financial performance.

Going Concern

The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the

Company will not remain a going concern in the year ahead.

The financial statements of the Company for the period ended 30 September 2025 were approved by the Directors on the 10thOctober, 2025

On behalf of the Directors of the Company.





Peter Ikenga Emmanuel Nnorom Managing Director/Chief Executive Officer Chairman FRC/2021/PRO/DIR/003/00000023699 FRC/2014/PRO/DIR/003/00000007402

Statement of Profit or Loss and Other Comprehensive Income

For the Period ended 30 September 2025

30 September

30 September

Notes

2025

N'000

2024

N'000

Continuing operations

Revenue from contracts with customers

7

308,540,802

223,556,414

Cost of sales

8

(188,872,363)

(127,093,172)

Gross profit

119,668,439

96,463,242

Other operating income

9

-

21,156

Impairment of financial assets

12

(7,689,136)

(4,295,633)

Administrative expenses

11

(17,929,720)

(11,605,816)

Operating profit

94,049,583

80,582,949

Other income

10.1

107,143

-

Finance income

10.1

3,976,205

4,880,192

Finance cost

10.2

(8,646,250)

(7,916,184)

Other gain - foreign exchange gain

10.3

1,689,516

3,574,365

Profit before income tax

10.4

91,176,197

81,121,322

Income tax expense

13

(22,751,785)

(22,700,273)

Profit for the year

68,424,412

58,421,049

Other comprehensive income:

Items that will not be reclassified to profit or loss

Fair value gain on equity investment

2,622,232

-

Items that may not be reclassified to profit or loss

-

-

Total comprehensive income for the year

71,046,644

58,421,049

Basic earnings per share (N)

14

9.12

7.79

Diluted earnings per share (N)

14

9.12

7.79

The notes on pages 12 to 24 are an integral part of these financial statements.

Statement of Profit or Loss and Other Comprehensive Income

For the Quarter ended July - September 2025

July - September

July - September

Continuing operations

2025

N'000

2024

N'000

Revenue from contracts with customers

102,732,364

88,113,081

Cost of sales

(60,687,427)

(54,626,341)

-

-

Gross profit

42,044,937

33,486,740

Other operating income

107,143

-

Impairment of financial assets

(3,891,213)

(1,300,906)

Administrative expenses

(3,178,250)

(2,798,506)

Operating profit

35,082,617

29,387,328

Other Income

-

-

Finance income

526,078

2,224,637

Finance cost

(2,232,373)

(3,932,922)

Foreign exchange gain

(927,003)

2,470,530

Profit before income tax

32,449,319

30,149,573

Income tax expense

(8,636,792)

(9,647,863)

Profit for the year

23,812,527

20,501,710

Other comprehensive (loss)/income:

Items that will not be reclassified to profit or loss

Fair value gain on equity investment

2,622,232

-

Items that may not be reclassified to profit or loss

-

-

Total comprehensive income for the year

26,434,759

20,501,710

Basic earnings per share (N)

3.18

2.73

Diluted earnings per share (N)

3.18

2.73

The notes on pages 12 to 24 are an integral part of these financial statements.

Statement of Financial Position

As at period ended 30 September 2025

30 September

31 December

Assets

Notes

2025

N'000

2024

N'000

Non-current assets

Property, plant and equipment

15

58,686,694

60,609,082

Intangible asset

16

9,701,191

9,701,191

Investments

22

25,302,976

17,380,744

93,690,861

87,691,017

Current assets

Inventories

17

3,224,924

2,367,501

Trade and other receivables

18

432,148,858

298,388,501

Cash and cash equivalents

19

7,638,413

8,335,248

Total current assets 443,012,195 309,091,250

Total assets 536,703,056 396,782,267

Equity and liabilities

Equity

Share capital

24

3,750,000

3,750,000

Share premium

25

44,385,019

44,385,019

Revaluation Reserve

2,622,232

-

Retained earnings

26

109,415,007

78,490,595

Total equity

160,172,258

126,625,614

Liabilities

Non-current liabilities

Borrowings

21.1

33,612,768

33,093,392

Deferred tax liabilities

4,927,409

7,254,111

38,540,177

40,347,503

Current liabilities

Trade and other payables

20

260,281,894

172,446,559

Current tax payable

13.1

76,710,028

52,848,904

Borrowings

21.1

998,700

4,513,687

337,990,622

229,809,150

Total liabilities 376,530,799 270,156,653

Total equity and liabilities

536,703,056 396,782,267







The financial statements and notes on pages 12 to 24 were approved by the Board of Directors on October 10, 2025 and signed on its behalf by:

Emmanuel Nnorom Evans Okpogoro Peter Ikenga Chairman, Board of Directors Chief Finance Officer MD/CEO FRC/2014/PRO/DIR/003/00000007402 FRC/2021/PRO/ICAN/001/00000023056 FRC/2021/PRO/DIR/003/00000023699

The notes on pages 12 to 24 are an integral part of these financial statements.

Statement of Changes in Equity

For the period ended 30 September 2025

Share

Retained

Share capital

premium

earnings (Note

(Note 25)

(Note 24)

25)

Total

N'000

N'000

N'000

N'000

Balance at 1 January 2024

3,750,000

44,385,019

9,727,327

57,862,346

Profit for the year

-

-

80,013,268

80,013,268

Dividends (Note 26)

-

-

(11,250,000)

(11,250,000)

Balance at 31 December 2024

3,750,000

44,385,019

78,490,595

126,625,614

Profit for the year

-

-

68,424,412

68,424,412

Other Comprehensive Income

2,622,232

2,622,232

Dividends

-

-

(37,500,000)

(37,500,000)

Total transactions with owners,

recognised directly in equity

-

-

33,546,644

33,546,644

Balance at 30 September 2025 3,750,000 44,385,019 112,037,239 160,172,258

The notes on pages 12 to 24 are an integral part of these financial statements.

Statement of Cashflow

For the period ended 30 September 2025

30 September

30 September

31 December

2025

2024

2024

Notes

N'000

N'000

N'000

Cash generated from operations

Profit before tax

91,176,197

81,121,322

113,287,196

Adjustment to reconcile profit before tax to net cash flows:

Depreciation of property, plant and equipment

11.1

4,172,787

3,600,045

4,901,062

Finance income

10.0

(4,083,348)

(4,880,192)

(7,342,864)

Finance cost

10.0

8,646,250

7,916,184

9,858,358

Write off of Property, Plant Equipment

15.0

-

-

-

Profit from the side sale of Property, Plant and Equipment

-

-

-

Net Impairment allowance on financial assets

12.0

7,689,136

4,295,633

8,109,188

Effect of Foreign exchange loss

10.3

(1,689,516)

(3,574,365)

1,771,593

Adjustment to Property, Plant and Equipment

-

-

1,124,000

Working capital adjustments:

Increase in trade and other receivables

(133,760,357)

(106,278,807)

(147,313,093)

Increase in inventories

(857,423)

(444,757)

(606,711)

Increase in trade and other payables

87,835,335

59,239,210

73,610,726

Net cash flows from operating activities

59,129,061

40,994,272

57,399,455

Tax paid

13.1

(1,305,665)

(1,351,546)

(2,551,009)

Total Net cash flows from operating activities

57,823,396

39,642,726

54,848,446

Investing activities

Purchase of property, plant and equipment

15.0

(2,250,399)

(2,853,525)

(8,654,265)

Investment in bonds/shares/fixed deposit

(7,922,232)

27,532,923

(16,778,130)

Proceeds from Liquidation of bond securities /PPE

-

-

1,771,278

Interest income

168,279

-

1,473,681

Net cash used in investing activities

(10,004,352)

24,679,398

(22,187,436)

Financing activities

Dividend paid

(37,500,000)

(34,712,335)

(23,092,160)

Proceeds from borrowings

23,526,569

23,463,000

23,463,000

Repayments of loan interest

(8,642,423)

(5,694,734)

(8,156,423)

Repayments of Principal

(26,392,406)

(16,773,719)

(23,465,125)

Net cash used in financing activities

(49,008,260)

(33,717,788)

(31,250,708)

Net movement in cash and cash equivalents

(1,189,216)

30,604,334

1,410,302

Cash and cash equivalents at the beginning of the year

8,335,248

6,368,572

6,368,572

Effect of Forex on cash balance

492,381

-

556,374

Cash and cash equivalents at the end of the year

19.0

7,638,413

36,972,906

8,335,248

The notes on pages 12 to 24 are an integral part of these financial statements.

Note to the financial statements
  1. General information

    Transcorp Power Plc ("the Company") was incorporated in Nigeria on 24 September 2012 under the Companies and Allied Matters Act as amended as a private limited liability company as Transcorp Power Limited and is domiciled in Nigeria. It changed name to Transcorp Power Plc in January 2024. Transcorp Power Plc is a subsidiary of Transnational Corporation Plc (Transcorp).

    The company's principal activity is the generation and sales of electric power.

    The financial statements are presented in Nigerian Naira (NGN) and all values are rounded to the nearest thousand (N'000), except

    when otherwise indicated.

  2. Basis of preparation

    The financial statements have been prepared in compliance with IFRS Accounting Standards and interpretations issued by the International Accounting Standards Board (IASB) and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council (Amendment) Act 2023. Further standards may be issued by the International Accounting Standards Board (IASB) and may be subject to interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC).

    The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below.

  3. Financial period

    These financial statements cover the financial year from 1 January 2025 to 30 September 2025, with comparative figures for the period ended 30 September 2024 and financial year ended 31 December 2024.

  4. Going Concern

    The Directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing financial statements.

  5. Composition of financial statements

    The financial statements are drawn up in Naira, the functional currency of Transcorp Power Plc. The financial statements are prepared in accordance with IFRS Accounting Standards and comprise:

    • Statement of profit or loss and other comprehensive income

    • Statement of financial position

    • Statement of changes in equity

    • Statement of cash flows

    • Notes to the financial statements.

  6. Principal activities

    The Company is mainly engaged in the generation and sale of electric power.

  7. Revenue from contracts with customers
Disaggregated revenue information

Set out below is the disaggregation of the Company's revenue from contracts with customers:

7 Revenue from contracts with customers

Disaggregated revenue information

Set out below is the disaggregation of the company's revenue from contracts with customers:

30 Sept

2025

30 Sept

2024

Capacity charge

82,915,517

74,151,122

Energy delivered

225,611,785

149,391,792

Ancillary services

13,500

13,500

Total revenue from contracts with customers

308,540,802

223,556,414

Timing of revenue recognition

Services transferred over time

308,540,802

223,556,414

N'000 N'000

Total revenue from contracts with customers 308,540,802 223,556,414 Revenue generated from:

Local customers 220,431,433 184,356,934

International customers 88,109,369 39,199,480

Total revenue from contracts with customers 308,540,802 223,556,414

There is no other revenue item outside IFRS 15.

Ancillary services include earnings from Blackstart operations and frequency control services provided.

8 Cost of sales

30 Sept

2025

30 Sept

2024

Natural gas and fuel costs Salaries and wages

Repairs and maintenance.

N'000 N'000

163,731,404

118,423,505

921,518

824,102

4,159,883

3,573,707

Depreciation (Note 11.1) 4,119,966 3,555,101

Insurance 289,545 284,628

Other direct expenses

15,650,047

432,129

Total cost of sales

188,872,363

127,093,172

9 Other operating income

Other income

-

21,156

-

21,156

Repairs and maintenance* - Included in the repairs and maintenance cost is the contract sum for operating and maintenance cost as at September 30, 2025.

Note to the financial statements (cont'd)

30 September

2025

30 September

2024

10

Finance income and finance costs

N'000

N'000

Finance income

10.1a

Interest income

3,976,205

4,880,192

3,976,205

4,880,192

The interest income relates to interest on demand deposits and short-term intercompany loans

10.1b

Dividend

Dividend income

107,143

-

10.2

Finance costs

Interest expense on loans

(8,646,250)

(7,916,184)

10.3

Other Gain/(Loss)

Foreign exchange gain

1,689,516

3,574,365

10.4

Profit before income tax

91,636,351

81,121,322

The profit before income tax was arrived at after charging/(crediting):

Depreciation

4,172,787

3,600,045

Other gain/(loss)

1,689,516

3,574,364

Interest expense on loans

8,646,250

7,916,184

Interest income

(4,543,502)

(4,880,192)

Auditors' remuneration

72,225

58,012

Director's' remuneration

333,145

175,228

30 September

2025

30 September

2024

11

Administrative expenses

N'000

N'000

Auditors' remuneration

72,225

58,012

Bank charges

191,787

20,400

Depreciation

(Note 11.1)

52,821

44,944

Directors' remuneration

333,145

175,228

Corporate social responsibility (a)

5,374,547

1,764,773

Insurance

2,579

18,857

Management fees (b)

7,340,775

6,728,197

Other operating expenses (c)

2,028,555

1,310,448

Printing & Stationery

15,438

24,079

Medicals

252,436

100,635

Professional fees

467,808

138,185

Rates & utilities

14,250

9,000

Repairs and maintenance

298,895

200,721

Security services

143,730

101,711

Staff costs

534,724

505,474

Pension cost

22,007

18,794

Subscriptions and fees

389,943

73,432

Travel and accommodation

394,055

312,926

17,929,720

11,605,816

Note to the financial statements (cont'd)
  1. Administrative expenses (cont'd)
    1. Corporate Social Responsibility relates to various social responsibilities carried out during the period.

    2. Management fees relates to the management services that the parent company, Transnational Corporation Plc provided during the period to the Company.

    3. Included is staff cost is N200.3 million paid to teachers of Transcorp Power Plc. Staff School. The staff school is categorized by management as part of the Corporate Social Responsibility of the Company and the net expenses are included in other operating expenses. Also included in the other operating expenses are entertainment, feeding/canteen expenses, medical expenses, printing and stationery, ICT expenses, community related expenses and listing expenses.

    1. Total depreciation included in the statement of profit or loss

30 September

2025

30 September

2024

N'000

N'000

Depreciation- Cost of sales

(Note 8)

4,119,966

3,555,101

Depreciation- Administrative expenses

(Note 11)

52,821

44,944

Total depreciation expense

4,172,787

3,600,045

12

Impairment loss on financial assets

Total impairment loss on financial assets

7,689,136

4,295,633

Impairment of Financial Assets

During the period, the Company recognized an impairment loss on financial assets in accordance with IFRS 9. The impairment relates primarily to trade and other receivables, reflecting expected credit losses based on historical default rates, current conditions, and forward-looking information. The total impairment loss recognized in the statement of profit or loss for the year amounted to ₦7.69 billion, and has been deducted from the carrying value of the affected receivables

  1. Income tax

    The major components of income tax expense for the period ended 30 September 2025 and 2024 are:

    30 September

    2025

    30

    September

    2024

    N'000

    N'000

    Current income tax

    25,166,788

    22,700,273

    Total income tax for the period

    25,166,788

    22,700,273

    Deferred tax:

    Relating to origination and reversal of temporary differences

    (2,415,003)

    -

    Income tax expense reported in the statement of profit or loss

    22,751,785

    22,700,273

    30 September

    2025

    31 December

    2024

    13.1

    The movement in tax payable is as follows:

    N'000

    N'000

    Balance as at 1 January

    52,848,904

    20,181,722

    Total Income tax for the period

    25,166,789

    35,218,191

    Tax paid during the period

    (1,305,665)

    (2,551,009)

    Closing balance

    76,710,028

    52,848,904

    Corporate tax is calculated at 30 percent of the estimated taxable profit for the period. The charge for taxation in these financial statements is based on the provisions of the Companies Income Tax Act as amended. The charge for education tax of 3 percent is based on the provisions of the Education Tax Act, as amended.

  2. Basic and diluted earnings per share

Basic earnings per share are calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year. There were no potentially dilutive ordinary shares at either period end; hence the basic and diluted earnings per share have the same value.

30

September

2025

30

September

2024

Profit for the year attributable to shareholders (in ₦'000)

68,424,412

58,421,049

Weighted average number of shares in issue (unit '000)

7,500,000

7,500,000

Basic earnings per share (N)

9.12

7.79

Diluted earnings per share (N)

9.12

7.79

The denominator for the purposes of calculating basic earnings per share is based on issued and fully paid ordinary shares of N0.50 each.

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.

Note to the financial statements (cont'd) Transcorp Power Plc Unaudited Interim Financial Statements For the period ended 30 September 2025

15 Property, plant and equipment

Land

Building

Furniture

and fittings

Plant and machinery

Motor vehicles

Capital Spares

Work in progress

Total

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

Cost:

1 January 2024 842,460

1,766,473

479,027

76,524,648

234,159

3,151,287

6,522,087

89,520,141

Additions -

22,225

39,876

3,568,732

144,050

299,387

4,579,995

8,654,265

Reclassification -

-

-

3,535,546

-

-

(3,535,546)

-

Adjustments (Note

15.3) -

-

-

-

-

(1,124,000)

(1,124,000)

Transfer -

-

-

-

-

(487,875)

487,875

-

31 December 2024 842,460

1,788,698

518,903

83,628,926

378,209

2,962,799

6,930,411

97,050,406

1 January 2025 842,460

1,788,698

518,903

83,628,926

378,209

2,962,799

6,930,411

97,050,406

Additions -

-

103,517

1,152,757

134,635

54,515

804,975

2,250,398

Reclassification -

-

-

5,035,838

-

-

(5,035,838)

-

Adjustments -

-

-

-

-

-

-

-

Transfer -

-

-

-

-

-

-

30 September 2025 842,460

1,788,698

622,420

89,817,521

512,844

3,017,314

2,699,548

99,300,805

Accumulated depreciation:

1 January 2024 -

327,440

313,840

30,725,046

173,937

-

-

31,540,263

Depreciation for the year -

35,798

56,184

4,763,339

45,741

-

-

4,901,062

Disposals -

-

-

-

-

-

-

-

31 December 2024 -

363,238

370,024

35,488,385

219,678

-

-

36,441,325

1 January 2025 -

363,238

370,024

35,488,385

219,678

-

-

36,441,325

Depreciation for the year -

26,994

49,044

4,058,280

38,468

-

-

4,172,786

30 September 2025 -

390,232

419,068

39,546,665

258,146

-

-

40,614,111

Carrying amounts

31 December 2024 842,460

1,425,460

148,879

48,140,541

158,531

2,962,799

6,930,412

60,609,082

30 September 2025 842,460

1,398,466

203,352

50,270,856

254,697

3,017,314

2,699,548

58,686,694

  1. None of these assets are impaired nor pledged as security or collateral.

  2. The transfer in the current period relates to items reclassed from capital spares to work in progress whereas that of the prior period relates to capital spares previously classed as inventory.

  3. The adjustments relate to certain costs in the capital work in progress of which upon review by the management during the period took decision to expense as it was considered not meeting the criteria for a property, plant and machinery. .

Note to the financial statements (cont'd)

30 September

30

September

16 Intangible asset

2025

2024

N'000

N'000

Goodwill

Balance at 1 January

9,701,191

9,701,191

Adjustments

-

-

Balance at 31 March

9,701,191

9,701,191

Goodwill arose from the excess of the consideration over acquisition-date fair values of identifiable asset

i.e. purchase of Ughelli Power Plc on 1 November 2013.

In assessing goodwill impairment at 30 September 2025 and 30 September 2024, the Company compared the aggregate recoverable amount of the asset to the carrying amounts. Recoverable amount has been determined based on the value in use using five-year cash flow forecast approved by directors that made maximum use of observable markets for inputs and outputs. For periods beyond the forecast period, cash flows were extrapolated using growth rates that do not exceed the long-term average for the business.

The company has done goodwill assessment and there is a significant headroom from the assessment as such, there is no possible impairment that can arise on the goodwill.

30

September

31 December

17

Inventories

2025

2024

N'000

N'000

General stores

2,847,416

2,124,983

Stationery

73,481

42,677

Lubricant

304,027

199,841

3,224,924

2,367,501

General stores, stationery and lubricants are carried as inventories and recognised in profit or loss as consumed. The cost of inventories recognised as an expense and included in 'cost of sales' amounted to N4 billion (Q3 2024: N3.2 billion). The impairment provision on inventory is based on specific identification of damaged items that are assessed as unlikely to be usable effectively for intended purposes. There was no inventory written down during the year.

Note to the financial statements (cont'd)

30

September

31 December

18 Trade and other receivables

2025

N'000

2024

N'000

Trade receivables

(Note 18.1)

395,344,663

239,041,280

Due from related companies

(Note 18.2)

19,649,592

31,618,697

Prepayments

455,751

173,216

Advances to suppliers

16,522,452

1,057,458

Other receivables

(Note 18.3)

176,400

26,497,850

432,148,858

298,388,501

30

September

31 December

18.1 Trade receivables

Trade receivables

2025

N'000

418,504,996

2024

N'000

254,512,477

Less: provision for impairment loss on trade receivables

(23,160,333)

(15,471,197)

395,344,663

239,041,280

Trade receivables

395,344,663

239,041,280

18.1a Interest clause in the Power Purchase Agreement

The Company is entitled to interest on electricity bills that are not paid within the contractual period as stipulated in the Power Purchase Agreement (PPA) signed with the Company's major customer (NBET) on 21 February 2013. The Company started selling electricity to NBET in 2015 and has not recognised any interest since then.

The reconciliation is still on going and no firm commitment has been received from the government on the payment. Based on the Company calculations, the interest component amounted to ₦126 billion (2024: ₦72.2billion). The Board of Directors decided not to recognize but to disclose the interest income in the financial statements in line with the general industry practice.

18.2

Due from related companies

30 September

2025

N'000

31 December

2024

N'000

Receivables from related parties

(Note 23.1)

21,721,139

33,690,244

Less: provision for impairment loss

(2,071,547)

(2,071,547)

19,649,592

31,618,697

18.3 The other receivables in FY 2024 included an accrued revenue of about N26.0bn representing the December 2024 revenue which had not been invoiced to the customers. Invoices are raised when the Final Settlement Statement is issued by the Market Operator. There was no outstanding invoice to customers as at September 30, 2025. Note to the financial statements (cont'd)

19 Cash and cash equivalents

30 September

2025

N'000

31 December

2024

N'000

Cash in hand

-

-

Cash at bank

3,326,147

2,706,105

Demand deposits

4,312,266

5,629,143

7,638,413

8,335,248

Cash and cash equivalents

7,638,413

8,335,248

Cash and cash equivalents comprise cash and bank balances. The carrying amount of these assets approximate their fair value. There is no impairment of cash balance because the cash is in reputable financial institutions.

30 September

31 December

20

Trade and other payables

2025

2024

N'000

N'000

Trade payables

174,034,175

115,569,278

Other payables

65,630,001

39,890,996

Other Accruals

20,407,910

16,481,759

Withholding tax

209,808

413,784

PAYE tax deductions

-

3,878

Dividend payable

-

86,864

260,281,894

172,446,559

20.1 The trade payables relate to gas suppliers' payables and the other payables are vendors that supplied various materials and provided services to the company.

21 Financial assets and financial liabilities (cont'd)

21.1 Financial liabilities

30

Maturity

September

2025

N'000

31 December

2024

N'000

Term loan

2023 - 2030

34,611,468

37,607,079

$215 million acquisition loan

2023

-

-

Total interest-bearing loans and borrowings

34,611,468

37,607,079

Non-current

33,612,768

33,093,392

Current

998,700

4,513,687

34,611,468

37,607,079

Qualitative description of interest-bearing loans

and borrowing

Term loans

Term loans are facilities obtained by the Company from its banker (UBA). These facilities are repayable by instalments at various dates between 2023 and 2030 with interest rate ranging from 24.5% to 30.5% per annum.

$215 million acquisition loan

$215 million acquisition loan obtained by the Company from its bankers for the purpose of acquiring 100% interest in Ughelli Power Plc. The balance was due for repayment in December 2023 and subsequently settled in January 2024.

Security on loans

The securities to the is lenders over the Company's borrowings include the irrevocable domiciliation of the company's operational proceeds with the lender, the assignment of rights over all material contracts and Legal Charge over the shares of the Sponsor. There is no domiciliary loan as at September 2025.

30 September

31 December

22

Investments

2025

2024

N'000

N'000

Investment in equity

shares

17,380,744

17,380,744

Additional investment in shares

during the year

5,300,000

-

Revaluation gain of UBA Shares

2,622,232

25,302,976

17,380,744

The investment in shares includes: 5% shareholding in Afam Power Plc, 15% shareholding of Jeolan International Limited. Jeolan owns 60% of Abuja Electricity Distribution Company (AEDC), purchase of United Bank of Africa (UBA) shares and an equity investment in Tenoil Petroleum and Energy Services Ltd resulting to 31,521 units of shares, translating to 0.31% ownership and additional deposit for UBA shares N5bn

  1. Related party transactions and balances

    The Company is a subsidiary of Transnational Corporation Plc which is domiciled in Nigeria. The parent company, Transnational Corporation Plc provided management services during the period to the Company and other intercompany related expenses/transaction.

    1. Balances with related parties during the year

Receivables from related parties

Nature of relationship

30 September

2025

31 December

2024

N'000

N'000

Transnational Corporation Plc

Parent company

(3,229,820)

18,632,846

Transcorp Hotel Plc, Abuja

Subsidiary of the group

9,863,168

8,472,616

Transcorp OPL 281 Limited

Subsidiary of the group

-

14,017

Trans-Afam Power Limited

Subsidiary of the group

15,087,791

6,368,765

Transcorp Energy Limited

Subsidiary of the group

-

200,000

Teragro Commodities Limited

Subsidiary of the group

-

2,000

21,721,139

33,690,244

24 Share capital

Allotted, called up, issued and fully paid:

30 September

2025

N'000

31 December

2024

N'000

At 1 January

3,750,000

3,750,000

7,500,000,000 ordinary shares at 50k each

3,750,000

3,750,000

25 Share premium

Balance as at 1 January

New Shares as a bonus issue

30 September

2025

N'000

44,385,019

-

-

31 December

2024

N'000

44,385,019

-

-

Balance as at 31 December

44,385,019

44,385,019

Note to the financial statements (cont'd)

26 Retained earnings

The movement in retained earnings during the year is as follows:

30 September

31 December

Balance as at 1 January

2025

N'000

78,490,595

2024

N'000

9,727,327

Profit for the period

68,424,412

80,013,268

Interim & final dividend

(37,500,000)

(11,250,000)

Balance as at 30 September

109,415,007

78,490,595

27 Particulars of employees

The table below shows the number of employees (excluding directors), who earned emoluments in the year and were within the bands stated.

Employees

30 September

2025

Number

31 December

2024

Number

Less than N1,000,000

-

-

N1,000,001 - N2,000,000

10

10

N2,000,001 - N5,000,000

68

63

Above N5,000,000

131

117

209

190

28 Capital commitments and contingent liabilities

The Directors have disclosed that all known liabilities and commitments which are relevant in assessing the state of affairs of the Company have been taken into consideration in the preparation of these financial statements.

Legal claim contingency

The Company is involved in some legal actions in the ordinary course of business which are not material. The Company has been advised by its legal counsel that it is only possible, but not probable, that the action will succeed. Accordingly, no provision for any liability has been made in these financial statements.