Quarter 5 - financial statement for 2025

Annual reports and accounts

For the year ended 31 December 2025

Table of Contents

Corporate Information 1

Report of the Directors 2

Corporate Governance Report 8

Statement of Directors' Responsibilities 18

Certification of Financial Statements 19

Certification Accompanying Audited Financial Statement 20

Certification by Company Secretary 21

Report of the Statutory Audit Committee 22

Management's Report on the Assessment of Internal Control Over Financial Reporting 23

Assurance Report of Independent Auditor 24

Independent Auditors' Report 26

Statement of Profit or Loss and Other Comprehensive Income 30

Statement of Financial Position 31

Statement of Changes in Equity 32

Statement of Cash Flow 33

Notes to the Financial Statements 34

Statement of Value Added 78

Five-Year Financial Summary 79

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

Mr. Adim Jibunoh Non-Executive Director (Retired 30/12/25)

Engr. Vincent Ozoude Non-Executive Director

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

Ozumba Mbadiwe Avenue Victoria Island, Lagos

Nigeria

Lagos Island Lagos, Nigeria

220B, PalmGrove, Ikorodu Road, Lagos,

evans.okpogoro@transcorppower.com

Ikoyi, Lagos, Nigeria.

In line with the Companies and Allied Matters Act 2020 (CAMA), the Board of Directors ('the Directors') have the pleasure to submit their report together with the audited financial statements for the year ended 31 December 2025, to the members of Transcorp Power Plc. ("the Company"). This report discloses the financial performance and state of affairs of the Company.

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.

The Board of Directors has recommended the payment of N5.50 per ordinary share as full year dividend to shareholders. This is inclusive of the interim dividend of N1.50 per share paid during the year. (FY 2024 dividend N5 per share).

The Company did not contravene any regulations during the year under review.

The names of the Directors at the date of this report and of those who held office during the year are as follows:

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 (Retired 30/12/25)

Engr. Vincent Ozoude Non-Executive Director

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

For the purpose of Section 303 (1) of the Companies and Allied Matters Act, (CAMA) 2020, the Borad confirms that no Director has notified the Company of his or her direct or indirect interest in contracts or proposed contracts with the Company during the year.

For the purpose of Sections 301 and 302 of the Companies and Allied Matters Act, (CAMA) 2020, some of the Directors have direct and indirect holding in the Company as a result of being principal officers or key shareholders in the various companies that are shareholders of Transcorp Power Plc.

According to the register of members, the following shareholders of the Company held 5% or more of the issued Ordinary share capital as at 31 December 2025

The Company met the free float requirement as at 31 December 2025, with 809,237,760 shares (10.79%) valued at

₦248,435,992,320 on that date (2024: 575,244.014 shares (7.67%) valued at ₦207,030,320,638.60).

The Company pursues an equal employment opportunity policy. It does not discriminate against any person on the ground of race, religion, colour, or physical disability.

The Company has a policy of fair consideration of job applications by physically challenged persons having regard to their abilities and aptitude. The Company's policy prohibits discrimination against such persons in the recruitment, training, and career development of its employees. In the event of members of staff becoming physically challenged, every effort is made to ensure that their employment with the Company continues, and that appropriate training arrangements are made. As at 31 December 2025, no physically challenged person was employed in the Company.

The Company maintains business premises and work environments that promote the safety and health of its employees and other stakeholders. The Company's rules and practices in this regard are reviewed and tested regularly. Also, the Company provides free medical insurance for its employees and their families through selected health management organizations and hospitals. In addition, the Company has an on-site clinic for staff and provides lunch on site, to improve employee wellbeing.

The Company places a high premium on the development of its manpower and consults with employees on matters affecting their well-being. Formal and informal channels of communication are employed to keep staff abreast of various factors affecting the performance of various businesses in the Company. In-house and external trainings are carried out at various levels across the business chains in the Company. The Company's skill base has been extended by a range of training provided to employees.

The Company has a Code of Conduct which guides members of the Board, Staff, Contractors, Suppliers, Consultants, and Business Partners in areas of Health and Safety, Anti-bribery, Ethical behaviour, Money laundering, Securities Trading, Insiders dealing, Discrimination, Drugs, Alcohol, and Substance abuse or trafficking, Conflict of Interest disclosures, Anti-Trust, Relationships with Customers, Information Security Management and more. Each member of staff and Directors are made to sign an undertaking to abide by the Company's Code of Conduct.

A dedicated process and feedback mechanism for the management and resolution of shareholders' complaints is in place and can also be accessed on the Company's website.

The Company has an Enterprise Risk Management Framework, which sets out the governance structure, process and policy requirements for the consistent management of risk. The Framework Is developed in line with the Committee of Sponsoring Organisation of Treadway Commission (COSO) to institutionalize risk management practices in the Company. It covers principles such as Risk Management Objectives, Risk Management Strategies, Risk Management Philosophy and Culture, Risk Appetite and Risk Oversight as well as the processes including risk identification, analysis, management, monitoring, reporting and communication. The Board sets the tone, and the risk appetite for each business and risks identified. The Board assesses the risks following a quarterly risk assessment exercise. The Finance and Investment Committee (FIC) has oversight over risk management. The risk report is presented quarterly at each FIC meeting and key risks noted are escalated to the Board with recommendations from the FIC on how to manage them effectively. The risk management systems and practices of the Company are effective and efficient.

Information relating to changes in property, plant and equipment is provided in Note 15 of the financial statements. In the opinion of the Directors, the market value of the property, plant and equipment is not less than the carrying value.

The financial statements are presented in accordance with the reporting and presentation requirements of the Companies and Allied Matters Act, CAMA 2020 and IFRS Accounting Standards as issued by the International Accounting Standards Board. The Directors consider that the format adopted is the most suitable for the Company.

The Company's Code of Conduct prohibits employees and Directors from insider trading, dealings and stock tipping during closed periods. The Capital Market, Board, Management and Employees and other relevant insiders are regularly notified of closed periods.

The Company was not fined or penalized for any infraction during the year under review.

Note 23 provides the total amount of transactions that have been entered into with related parties for the relevant financial year.

As stated in Note 31, subsequent to the year end, there are no other significant subsequent events which could have had a material effect on the state of affairs of the Company as at 31 December 2025. However, on 4 February 2026, a full year dividend of ₦5.50 per share (FY 2024: ₦5 per share) was proposed by the Directors for approval at the Annual General Meeting (AGM).

There were no donations made during the year (2024: Nil).

Messrs. Deloitte C Touche have expressed their willingness to continue to be the Company's auditors in accordance with Section 401(1) of the Companies and Allied Matters Act, (CAMA) 2020. A resolution shall be made at the Annual General Meeting authorizing the Directors to determine their remuneration.

Transcorp Power Plc is committed to upholding the highest standards of corporate governance, fostering a culture defined by strong business ethics, robust policies and procedures and effective internal control systems. The principles of good corporate governance are at the centre of Transcorp Power Plc's operations, serving as a cornerstone in creating and sustaining value for the Company's key stakeholders.

The Board plays a pivotal role in embedding high standards of corporate governance across the Company. It ensures that Management implements and adheres to sound policies, procedures, frameworks and systems resulting in an efficiently functioning Company, focused on delivering sustained value to shareholders and other stakeholders.

Recognising that strong corporate governance is integral to long-term financial success, the Company remains steadfast in its efforts to governance practices alongside financial performance, understanding that the two are intrinsically linked and mutually reinforcing.

The Board serves as the cornerstone of the Company's corporate governance framework. Board members are entrusted with upholding the highest standards of governance as they carry out their fiduciary duties and responsibilities. The roles and responsibilities of the Board and its Committees are clearly defined in the Board and Committees' Governance Charter. These Committees are established to support the Board in performing its duties and achieving the Company's objectives. However, the delegation of functions to these Committees does not absolve Board members of their overarching responsibilities and obligations.

The Company has the following Board Committees: Technical Committee (TC), Finance and Investment Committee (FIC), Board Audit and Governance Committee (BAGC). There is also a Statutory Audit Committee (SAC). Existing corporate governance policies approved by the Board of Directors remained operational throughout the period under review.

Below are key policies that underpin and promote good Corporate Governance within the Company:

This policy was designed to safeguard the independence and objectivity of the Company's external auditor. It sets out measures to mitigate risks that could arise from the provision of non-audit services by the external auditor.

1. Board of Directors
   1. General

      The Board of Directors bear the primary responsibility of representing and promoting the interest of shareholders and other key stakeholders, by ensuring sustainable value creation and Company performance.

      As at December 31, 2025, the Board was composed of seven (7) members comprising: one (1) Executive Director, four (4) Non-Executive Directors and two (2) independent Non-Executive Directors. In line with the provisions of the Companies and Allied Matters Act 2020 and the Company's Board Governance Charter, the Chairman of the Board presides over Board proceedings. During the 2025 financial year, the Board convened five (5) times, exceeding the minimum quarterly meeting requirement stipulated by the Nigerian Code of Corporate Governance. Details of the Directors' attendance at these meetings are included in this Corporate Governance Report.

      The Board has established formal delegations of authority that clearly define the limits of Management's power and responsibilities while delegating specific authority to Management for the efficient day-to-day operation of the Company. These delegations align with statutory requirements, ensuring that key responsibilities remain with the Board and its committees. The Company continues to benefit significantly from the wealth of expertise of its Directors, who are distinguished professionals with exemplary track records in their respective fields.

   2. Board Appointment, Induction and Training Processes

      The appointment of Directors is based on the recommendations from the Board Audit and Governance Committee and conducted in accordance with the Board and Board Committees Governance Charter. The selection process prioritizes individuals with high integrity, strong reputation, shareholder-focused perspectives, lack of conflict of interest, and genuine commitment to the Company's objectives.

      A structured Director induction plan and procedure are in place to familiarise newly appointed Directors with the Company's business operations, governance framework, key personnel and its subsidiary businesses. The induction program also includes training sessions conducted Groupwide for both new and existing Board members.

   3. Separation of the position of Chairman and Managing Director

      In adherence to global best practices in corporate governance, the roles of the Chairman and Managing Director/CEO were held by separate individuals during the year under review.

   4. Membership and Changes on the Board

A Non-Executive Director, Mr Adim Jibunoh retired on December 30, 2025. As at year ended December 31, 2025, the Board was comprised one (1) Executive Director and six (6) Non-Executive Directors, including two

(2) Independent Non-Executive Directors.

Board Audit and Governance Committee (BAGC) members as at year ended December 31, 2025 are:

The Statutory Audit Committee (SAC) is entrusted with the critical responsibility of reviewing the Company's financial reporting process, its system of audit, internal control, and management of financial risk with a view to ensuring compliance with Statutory, regulatory, and professional standards.

The SAC also evaluates the performance of the Company's external auditors to ensure their effectiveness and independence. The Committee is chaired by a shareholder and comprises two additional Shareholders and two Directors as members. In addition to the powers conferred on the SAC by CAMA, the Committee is further empowered to engage the services of independent consultants to support the discharge of its duties enhancing the robustness of its oversight functions.

Statutory Audit Committee members as at year ended December 31, 2025:

The SAC met four (4) times in the year under review. The table below shows the meeting dates and members' attendance in 2025:

1. Directors' Remuneration Policy

   The Board's remuneration policy is designed to align with the Company's operating environment and performance outcomes. The policy is periodically reviewed to reflect economic realities. For 2025, the policy includes the following:

   1. Non- Executive Directors
      1. Annual Fees s Allowances

         During the financial year 2025, Non-Executive Directors earned N50,000,000 as Directors' fees annually while the Chairman earned N75,000,000. The Directors' Annual fees are payable half-yearly.

      2. Board Meetings

         During the 2025 financial year, Non-Executive Directors earned N350,000 sitting allowances per meeting while the Chairman earned N500,000, Transport costs and hotel expenses were reimbursed where applicable.

      3. Board Committee Meetings

         During the 2025 financial year, Non-Executive Directors earned N300,000 sitting allowances per meeting, while the Chairman earned N350,000. Transport costs and hotel expenses were reimbursed where applicable.

   2. Executive Directors

      The remuneration policy for Executive Directors includes the following:

      1. Fixed remuneration: considering the level of responsibility and ensuring this remuneration is competitive with remuneration paid for equivalent posts of equivalent status within the industry both within and outside Nigeria.
      2. Variable annual remuneration linked to performance: The amount of this remuneration is subject to achieving specific, quantifiable and measurable Key Performance Indicators set and appraised annually by the Parent and Company Boards.
2. Clawback Policy

   The Company has a clawback policy to recover performance bonus payments from executive management and employees if necessary.

3. Annual Board and Corporate Governance Evaluation

   The firm of Angela Aneke C Co. Limited conducted the Board and Corporate Governance evaluation for the year ended December 31, 2025, in compliance with the Nigerian Code of Corporate Governance, global best practices, and the Company's corporate governance framework.

4. Human Resource Policies and Internal Management Structure

   The Human Resources Policy outlines benefits for eligible employees and ensures compliance with relevant labour laws, regulations, and best practices. The Company also maintains an internal control system to uphold these standards.

5. Independent Auditors

   The firm of Deloitte C Touche has served as the Independent Auditors of the Company for five years. In compliance with the Companies and Allied Matters Act 2020. Deloitte C Touche has expressed their willingness to continue for another term, subject to shareholders' approval of their remuneration at the Annual General Meeting.

6. Risk Management Framework

Details of the Company's risk management framework are disclosed in Note 5 of the financial statements.

The Company did not incur any fines or penalties during the year under review.

1. Statement of Compliance

   The Company carried out its Corporate Governance practices in line with the Nigerian Code of Corporate Governance 2018.

2. Relationship with Shareholders

   The Company values its relationships with shareholders and recognizes the importance of continuous engagement. These interactions have been mutually beneficial, and the Company welcomes further contributions at the Annual General Meeting. The Company remains committed to upholding shareholder rights.

3. Code of Conduct s Business Ethics

   The Code of Conduct C Business Ethics provides general guidance and complements other policies and procedures of the Company regarding ethics and acceptable conduct in the organization. The Code clearly defines parameters of acceptable principles and standards in which Directors and employees are expected to conduct themselves in undertaking the business of the Company.

4. Communications Policy

   The Communications Policy governs how information is communicated within Transcorp Power Plc and how the Company's representatives may communicate with outside parties. The Policy defines who "outside parties" are and applies to all Transcorp Power Plc's employees, directors, officers, consultants and contractors.

5. Internal Control/Audit

   The entire staff and Management of Transcorp Power Plc take ownership and responsibility for protecting the Company against fraudulent transactions. The Control unit takes responsibility for ensuring and promoting compliance with statutory and regulatory requirements, as well as with internal policies approved by the Board. The primary functions of Internal Audit are to review transactions entered into by the Company to ensure completeness, compliance and accuracy. Internal Audit also provides assurance to the Board and Management that internal control processes are in place and adequate. The Head of Internal Control/Audit reports directly to the Board through the Audit and Governance Committee.

6. Environmental, Social, and Governance Policy

   This Policy covers the environmental and social dimensions of sustainable development which the Company recognises as part of good business and is applicable to all our organizational units as well as the operational locations where it carries out business. The Company is committed to sustainable development, in its day-to-day activities including Stakeholder Engagement, Corporate Governance, Preserving the Environment, Employee related matters, Vendors Engagement and Supplies, Safety, Health and Environment Management, Community Investment and Corporate Social Responsibility, Ethics and Whistle Blowing.

   In addition, Transcorp Power Plc is committed to achieving the highest standards in Health, Safety and Environment (HSE) Policy management, maintaining a healthy and safe working environment throughout its operations for all its employees, consultants, sub-consultants and other third parties, ensuring compliance and prevention of loss of any life, equipment or property. Recognizing our need to provide the highest quality of services, we proactively integrate the Health, Safety and Environment objectives into our management systems at all levels, actively reinforced by rewards and recognition programs.

   In view of the above, the Company's Board and Management implement as follows:

   1. Allocate all necessary resources to achieve set goals.

   2. Provide and maintain safe and healthy working conditions in compliance with all statutory and regulatory requirements.

   3. Make available all necessary safety devices, protective equipment and supervision of usage.

   4. Maintain constant and continued interest in the Company's health and safety matters, by ensuring employees undertake hazard spotting as a normal part of their duties.

   5. Provide appropriate training to enable employees to perform their work safely and efficiently.

   6. Mandate the use of protective equipment provided as and when required.

   7. Adherence to our Company's procedures for minimizing the environmental effects of its activities.

   8. Investigate accidents with the aim of preventing their re-occurrence.

   9. Minimize waste through re-use and recycling where applicable.

   10. Suspending any activity if the employee or consultant notices any unsafe situation.

   11. Report any damaged equipment, or accidents, to the responsible departmental head.

All employees of Transcorp Power Plc at all times understand their specific responsibilities for Health, Safety and Environment within the organization.

The Directors of Transcorp Power Plc are responsible for the preparation of the financial statements that give a true and fair view of the financial position of Transcorp Power Plc (the Company) as at 31 December 2025, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with IFRS Accounting Standards as issued by the international accounting standard board 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 as issued by the international accounting standard board are insufficient to enable users to understand the impact of transactions, other events and conditions on the company's financial position and financial performance

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 year ended 31 December 2025 were approved by the Directors on the 4 February 2026.

In accordance with section 405 of the Companies and Allied Matters Act of Nigeria, the Chief Executive Officer and the Chief Financial Officer certify that the financial statements have been reviewed and based on our knowledge, the:

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

2. audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Company as of and for, the periods covered by the audited financial statements.

We state that Management and Directors:

1. are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company is made known to the officer by other officers of the Company, particularly during the period in which the audited financial statement report is being prepared,

2. has evaluated the effectiveness of the Company's internal controls within 90 days prior to the date of its audited financial statements, and

3. certifies that the company's internal controls are effective as of that date; We have disclosed:

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and has identified for the Company's auditors any material weaknesses in internal controls, and

2. whether or not, there is any fraud that involves management or other employees who have a significant role in the Company's internal control; and

3. as indicated in the report, whether or not, there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   The financial statements of the Company for the year ended 31 December 2025 were approved by the Directors on 4 February 2026.

   On behalf of the Directors of the Company
   
   
   
   Peter Ikenga Dr. Evans Okpogoro Managing Director/Chief Executive Officer Chief Finance Officer FRC/2021/PRO/DIR/003/000000236GG FRC/2021/PRO/ICAN/001/00000023056 Certification Accompanying Audited Financial Statement

   We hereby present the Audited Financial Statements for the year ended December 31, 2025, and certify as follows:

   1. The signing officers have reviewed the report.

   2. Based on the knowledge of the officer, the report does not contain:

      1. any untrue statement of a material fact, or

      2. omit to state a material fact, which would make the statement, misleading in the light of the circumstances under which such statement was made.

   3. Based on the knowledge of such officers, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the Company as of, and for the periods presented in the report.

   4. The signing officers:

      1. are responsible for establishing and maintaining internal controls.

      2. have designed such internal controls to ensure that material information relating to the company is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared.

      3. have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report.

      4. have presented in the report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date.

   5. The signing officers have disclosed to the Auditors of the company and audit committee

      1. all significant deficiencies in the design or operation of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the company's Auditors any material weakness in internal controls, and

      2. any fraud, whether or not material, that involves management or other employees who have significant role in the Company's internal controls.

   6. The signing officers have identified in the report whether there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

This certification and accompanying returns are made on this 4th day of February 2026.

In my capacity as Company Secretary, I hereby certify, in terms of the Companies and Allied Matters Act, 2020 that for the year ended 31 December 2025, the Company has lodged all such returns as are required of a Company in terms of this Act, and that all such returns are, to the best of my knowledge and belief, true, correct and up to date.

In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act 2020, we, the members of the Statutory Audit Committee of Transcorp Power Plc ("the Company"), hereby report that:

1. The accounting and reporting policies of the Company for the year ended 31 December 2025 are consistent with legal requirements and ethical practices;

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

3. The scope and planning of the statutory independent audit for the year ended 31 December 2025 are satisfactory; and

4. We have considered the independent auditors' post-audit report and Management responses thereon and are satisfied with the responses to our questions as well as the state of affairs at Transcorp Power Plc

Dated this 4th day of February 2026

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

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

In addition, the internal audit function provides its independent assurance on the effectiveness of the internal control over financial transactions by its structured review of Finance activities.

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

The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, has been reviewed by Deloitte, an independent registered public accounting firm.

P.O. Box 965 Deloitte & Touche

Marina Civic Towers

Lagos Plot GA 1, Ozumba Mbadiwe Avenue

Nigeria Victoria Island Lagos

Nigeria

Tel: +234 (1) 904 1700

https://www.deloitte.com.ng

We have performed a limited assurance engagement in respect of the systems of internal control over financial reporting of Transcorp Power Plc ("the Company") as of 31 December 2025, in accordance with the FRC Guidance on assurance engagement report on Internal Control over Financial Reporting and based on criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) ("the ICFR framework"), and the SEC Guidance on Management report on Internal Control over Financial Reporting. Transcorp Power Plc's management is responsible for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting including the accompanying Management's Report on Internal Control Over Financial Reporting.

We have also audited, in accordance with the International Standards on Auditing, the financial statements of the Company, and our report dated 5 February 2026 expressed unmodified opinion.

Limited Assurance Conclusion

Based on the procedures we have performed and the evidence that we have obtained, nothing has come to our attention that causes us to believe that the Company did not establish and maintain an effective system of internal control over financial reporting, as of the specified date, based on the SEC Guidance on Management Report on Internal Control Over Financial Reporting.

Definition of internal control over financial reporting

Internal control over financial reporting is a process designed by, or under the supervision of, the entity's principal executive and principal financial officers, or persons performing similar functions, and effected by the entity's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:

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

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

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

Inherent limitations

Our procedures included the examination of historical evidence of the design and implementation of the Company's system of internal control over financial reporting for the year ended 31 December 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Directors' and Management's Responsibilities

The Directors are responsible for ensuring the integrity of the entity's financial controls and reporting.

Management is responsible for establishing and maintaining a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards and the ICFR framework.

Section 7(2f) of the Financial Reporting Council (Amendment) Act 2023 further requires that management perform an assessment of internal controls, including information system controls. Management is responsible for maintaining evidential matters, including documentation, to provide reasonable support for its assessment of internal control over financial reporting.

Our Independence and Ǫuality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behavior.

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

Auditor's Responsibility and Approach

Our responsibility is to express a limited assurance opinion on the company's internal control over financial reporting based on our Assurance engagement.

We performed our work in accordance with the FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting and the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements other than the Audits or Reviews of Historical Financial Information (ISAE 3000) revised. That Standard requires that we comply with ethical requirements and plan and perform the limited assurance engagement to obtain limited assurance on whether any matters come to our attention that causes us to believe that the Company did not establish and maintain an effective system of internal control over financial reporting in accordance with the ICFR framework.

That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion on whether the Company established and maintained an effective system of internal control over financial reporting.

As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances.

We believe the procedures performed provide a basis for our report on the internal control put in place by management over financial reporting.

25

P.O. Box 965 Deloitte & Touche

Marina Civic Towers

Lagos Plot GA 1, Ozumba Mbadiwe Avenue

Nigeria Victoria Island

Lagos Nigeria

Tel: +234 (1) 904 1700

https://www.deloitte.com.ng

We have audited the financial statements of Transcorp Power Plc. ("the Company") set out on pages 30 to 76, which comprise the statements of financial position as at 31 December 2025, and the statements of profit or loss and other comprehensive income, the statements of changes in equity and the statements of cash flows for the year then ended, the notes to the financial statements, including a summary of material accounting policy information.

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

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the requirements of the International Ethics Standards Board for Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA code) and other independence requirements applicable to performing audits of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of Financial Statements in Nigeria.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The Directors are responsible for the other information. The other information comprises the information included in the document titled "Transcorp Power Plc Annual Reports and Accounts for the year ended 31 December 2025", which includes the Directors' Report, the Audit Committee's Report, Corporate Governance Report, Statement of Directors' Responsibility, Certification of Financial Statements, the Company Secretary's Report, the Statement of Corporate Responsibility for Financial Statements, and Other National Disclosures as required by the Financial Reporting Council of Nigeria which we obtained prior to the date of this report. The other information does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Based on the work we have performed on the other information obtained prior to the date of this auditor's report, if we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, the Financial Reporting Council of Nigeria (Amendment) Act 2023 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.