Transcorp Power Plc - nccg fy 2025 corporate governance report

S/No.

Items

Details

i.

Company Name

Transcorp Power Plc (formerly Transcorp Power Limited)

ii.

Date of Incorporation

September 24, 2012

iii.

RC Number

1067143

iv.

License Number

NERC/LC/029

v.

Company Physical Address

Transcorp Power Complex, Kilometer 20 Warri/ Patani Road, Ughelli, Delta State

vi.

Company Website Address

https://www.transcorppower.com

vii.

Financial Year End

December 31st ,2025

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company.

Yes

Transnational Corporation Plc (Transcorp Plc)

ix.

Name and Address of Company Secretary

Atinuke Kolade 38, Glover Road, Ikoyi, Lagos

x.

Name and Address of External Auditor(s)

Deloitte & Touche

Civic Towers, Plot GA 1 Ozumba Mbadiwe Avenue, Victoria Island, Lagos.

xi.

Name and Address of Registrar(s)

African Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos

xii.

Investor Relations Contact Person (E-mail and Phone No.)

Evans Okpogoro Evans.okpogoro@transcorppower.com Tel: +234 807 616 7672

xiii.

Name of the Governance Evaluation Consultant

Angela Aneke & Co. Ltd.

xiv.

Name of the Board Evaluation Consultant

Angela Aneke & Co. Ltd.

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

Mr. Emmanuel Nnorom

5

5

Nil

Nil

Nil

Nil

2.

Mr. Peter Ikenga

5

5

Technical

Member

5

5

FIC*

Member

4

4

3.

Dr. Owen D. Omogiafo, OON

5

5

Technical

Member

5

5

FIC

Chairman

4

4

BAGC**

Member

5

5

4.

Mr. Adim Jibunoh***

5

5

BAGC

Member

5

5

FIC

Member

4

4

5.

Mr. Vincent Ozoude

5

4

Technical

Chairman

5

5

BAGC

Member

5

5

6.

Mr. Charles Odita

5

5

Technical

Member

5

5

BAGC

Member

5

5

7.

Ms. Faith Tuedor -Matthews

5

5

BAGC

Member

5

5

8.

Mr. Christopher Ezeafulukwe

5

5

Technical

Member

5

5

FIC

Member

4

4

S/No.

Names

Position Held

Gender

1.

Peter Ikenga

MD / CEO

Male

2.

Tambi Minasechimbo

Chief Technical Officer

Male

3.

Atinuke Kolade

Group Company Secretary

Female

4.

Stanley Chikwendu

Group Head Legal & Regulatory Management

Male

5.

Evans Okpogoro

Chief Finance Officer

Male

6.

Ose Ikhisemon-Oje

Head, Human Resource

Male

7.

Victor Erhurhe

Head Electrical

Male

8.

Monday Sampson

Head Mechanical

Male

9.

Bernard Otuohara

Head, Instrumentation and Controls

Male

10.

Aniebiet Umoh

Head, Operations

Male

11

Blessed Efe Onokurhefe

Head Material Warehouse & Logistics

Male

12.

Lukuman Ishola

Head, HSSE

Male

13.

Oluwafemi Sogunle

Head Internal Audit

Male

Principles 1

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

"A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the

Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes

It was last reviewed in November 2024.

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independenceand integrity "

i) What are the qualifications and experiences of the directors?

Name of Director

Qualification

Years of Experience

Mr. Emmanuel Nnorom

Chartered Accountant

43 years experience

Mr. Peter Ikenga

B.Eng., Electrical and Electronics Engineering & MBA, General

Management

32 years experience

Dr. Owen D. Omogiafo, OON

BSC in Sociology & Anthropology MSc. HRM

25 years experience

Mr. Adim Jibunoh*

Economics and Business Administration

41 years experience

Mr. Vincent Ozoude

B.Eng., Chemical Engineering.

25 years experience

Mr. Christopher Ezeafulukwe

LL.B Law MBA

26 years experience

Mr. Charles Odita

B.Eng (Chemical Engineering)

36 years experience

Ms. Faith Tuedor -Matthews

MBA, General Management, LL.B (Hons) Law

31 years experience

*Retired on December 30, 2025

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved

Yes.

The diversity target of the Company has been substantially achieved, as its Board, Management and Staff are diverse in experience, skills and other attributes. About 30% of the Company's workforce are females.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes

Emmanuel Nnorom - Afriland Properties Plc, Heirs Holding Ltd, Avon Medical Ltd, Trans Afam Power Limited, Afam Power Plc and Heirs Insurance Brokers Limited

Peter Ikenga - Transcorp Energy Limited, Trans Afam Power Ltd and Afam Power Plc

Owen Omogiafo - Transcorp Plc, Transcorp Hotels Plc, Trans Afam Power Limited, Afriland Properties Plc, Aura by Transcorp Hotels Limited and Afam Power Plc

Adim Jibunoh* - No concurrent directorship within the Transcorp Group

Vincent Ozoude - No concurrent directorship within the Transcorp Group

Christopher Ezeafulukwe - Transcorp Energy Limited, Trans Afam Power Plc and Afam Power Plc

Charles Odita - No concurrent directorship within the Transcorp Group

Faith Tuedor - Matthews - No concurrent directorship within the Transcorp Group

*Retired on December 31, 2025

iv) Is the MD/CEO or an Executive Director a Chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

No

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

i) Is the Chairman a member or Chair of any of the Board Committees? Yes/no

If yes, list them.

No

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?

None. The Chairman does not attend Board Committee meetings.

iii) Is the Chairman an INED or a NED?

Chairman is a NED.

iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

If yes, when did his/her tenure as MD end?

No

v) When was he/she appointed as Chairman?

March 2018

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the Chairman's roles and responsibilities are stated in the Board Charter.

Principles

Reporting Questions

Explanation on application or deviation

Principle 4: Managing Director/ Chief Executive Officer

i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is it specified?

Yes

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes.

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The Finance and Investment and the Technical Committees as a Member and the Board Audit and Governance Committee, upon invitation by the Committee as required to provide insights on matters needing additional information.

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company(ies)?

Yes.

Trans Afam Power Limited, Afam Power Plc and Trancorp Energy Limited

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes.

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment?

Yes/no

No. There is no ED that supports the Managing Director

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and responsibilitiesspecified?

There is no ED that supports the Managing Director

iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

There is no ED that supports the Managing Director

iv) Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

There is no ED that supports the Managing Director

v) Are their memberships in these companies in line with Board-approved policy? Yes/No

There is no ED that supports the Managing Director

Principle 6: Non-Executive Directors

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?

Yes. NEDs' roles and responsibilities are defined in the Board Charter and in their respective letters of appointment.

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement?Yes/No

Yes

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes.

iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No

If yes, when is the information provided to the NEDs

Yes. Information is provided during Directors' induction, at each Board meeting and at strategy sessions. Also, updates are provided from time to time as necessary.

v) What is the process of ensuring completeness and adequacy of the information provided?

Standard Board and Board committee agendas have been put in place. Standard reporting templates have been put in place.

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes

Principle 7: Independent Non-Executive Directors

i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

Independent Non-Executive

Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust andconfidence"

ii) Are there any exceptions?

No.

iii) What is the process of selecting INEDs?

In line with the criteria for the appointment of INEDs as specified in the Board Charter, the Company in choosing INEDs, assesses the candidate against relevant criteria including skills, qualifications and experience, time and commitment obligations, conflicts of interest and independence. Such candidate is presented to the Board upon the recommendation of the BAGC.

iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement?Yes/No

Yes

v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes.

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often? What is the process?

Yes. This is done annually through their annual declaration forms.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No.

ix) What are the components of INEDs remuneration?

Sitting allowance, annual fees, travel reimbursements.

Principle 8: Company Secretary

i) Is the Company outsourced?

Secretary

in-house

or

In-house

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"

ii) What is the qualification and experience of the Company Secretary?

The Company Secretary has an LL.B, (Hons) BL. 20 years of experience

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

Yes.

iv) Who does the Company Secretary report to?

The Board via the Chairman, and administratively to the MD/CEO

v) What is the appointment and removal process of the Company Secretary?

The Company Secretary is interviewed by the Board before appointment. Removal of the Company Secretary is also a Board decision based on performance.

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

The Chairman on behalf of the Board.

Principle 9: Access to Independent Advice

i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes, this is embedded in the Board Charter.

"Directors are sometimes required to make decisions of

a technical and complex nature that may require independent external expertise"

ii) Who bears the cost for the independent professional advice?

The Company.

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes.

In the course of the year under review, the Board received independent advice from legal and audit firm

Principle 10: Meetings of the Board

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

i) What is the process for reviewing and approving minutes of Board meetings?

Draft minutes are shared by the Company Secretary with the Board ahead of meetings for review. This gives the Board members enough time to review the minutes and send comments or request for clarifications ahead of the next Board meeting. Minutes are adopted at the next meeting.

ii) What are the timelines for sending the minutes to Directors?

At least 7 calendar days before the next meeting.

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

An annual attendance of seventy-five percent (75%) of all Board and Board committee meetings is a criterion for the nomination for re-election of a Director. Directors who do not meet this attendance threshold stand the risk of not being nominated for re-election.

Principles

Reporting Questions

Explanation on application or deviation

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes.

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

Draft minutes are shared by the Company Secretary to the Board committee ahead of meetings for review. This gives members enough time to review the minutes and send comments or requests for clarifications ahead of the next Committee meeting. Minutes are adopted at the next meeting.

iii) What are the timelines for sending the minutes to the directors?

At least 7 calendar days before the next meeting.

iv) Who acts as Secretary to board committees?

The Company Secretary.

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. The Board Audit & Governance Committee is responsible for nominations, governance, audit, remuneration and risk management.

2. The Finance and Investment Committee is responsible for finance, investment, and other general matters

vi) What is the process of appointing the chair of each committee?

Appointment is done by the Board Chairman.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

2 INED to 3 NEDs.

viii) Is the chairman of the Committee a NED or INED?

The Chairman is a NED.

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes. Reviews are scheduled every 3 years but the Succession Plan is presented for continuation annually.

x) How often are Board and Committee charters as well as other governance policies reviewed?

Reviews are scheduled for every 3 years. However, they are updated to reflect the current realities and regulatory changes from time to time

xi) How does the committee report on its activities to the Board?

They do so via written reports of their meetings which are presented by Committee Chairmen at Board meetings.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

2 INED to 3 NEDs

xiii) Is the chairman of the Committee a NED or INED?

The Chairman is a NED

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes.

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes

xvi) What are their qualifications and experience?

Accounting, Finance, and Business Administration.

xvii) Name the financial expert(s) on the Committee responsiblefor Audit

Adim Jibunoh Owen Omogiafo

Principles

Reporting Questions

Explanation on application or deviation

xviii) How often does the Committee responsible

for Audit review the internal auditor's reports?

Quarterly.

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes.

xx) How does the Board monitor compliance with the internal control framework?

Reports received from the independent reviews by both the Internal and External Auditors. In addition, an external assessment of the internal control framework is undertaken every three years.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes, the implementation status of the Management Letter recommendations and key audit matters, alongside management responses, are presented by the Internal Auditor to the BAGC quarterly once the report is issued by the External Auditors. The outstanding exceptions and actions arising are also tracked by the BAGC until satisfactorily resolved.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide?

Yes/No

Yes.

xxiii) How many times did the Audit Committee

hold discussions with the head of internal audit function and external auditors without the management during the period under review?

Four times with the Head, Internal Audit and twice with the external auditors.

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a NED or an INED?

The Chairman is a NED

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes. It was approved on November 8, 2024.

xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Quarterly.

22nd January, 2026

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes. It is reviewed every three years.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

Quarterly.

xxix) Is the Chief Risk Officer (CRO) a member of

Senior Management and does he have relevant experience for this role? Yes/No

Yes, the CFO is also the CRO.

xxx) How many meetings of the Committee did the CRO attend during the period under review?

Four (4)

Principle 12: Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes.

ii) What criteria are considered for their appointment?

1. The Individuals who are business savvy, of high integrity and with an absence of conflict of interest.

2. The individuals possess shareholder orientation and a genuine interest in the company

3. The individuals possess a range of qualifications, experience, skills and expertise which will benefit the Company including the sector industry experience in the relevant company's sector of operations, an understanding of risk management processes, strategic skills, amongst others.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

In line with the Board charter, the Board process for ascertaining that prospective Directors are fit and proper persons is as follows:

• Once a suitable candidate for appointment as a Director is identified, the BAGC will assess that candidate against relevant criteria including skills, qualifications and experience, time and commitment obligations, conflicts of interest and independence, as applicable.

• Such candidate(s) shall be presented to the Board after the BAGC's assessment along with a recommendation report.

• The Board then assesses the candidates based on BAGC's recommendation and appoints the Director

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

Yes.

Principles

Reporting Questions

Explanation on application or deviation

1. NED

2. EDs

v) Please state the tenure

• NEDS have 3 terms of 3 years each. These tenures may be extended subject to the approval of the Board.

• INEDs have 3 terms of 3 years.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes.

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

No

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes, Directors are usually provided relevant periodic trainings.

In the year under review Directors were sensitised on the following topics respectively:

• Understanding, and Navigating Nigeria's New Tax

  Landscape

• Sustainability: IFRS Scope 1 (S1) & Scope 2 (S2)

• Transcorp Group ESG Strategy Roadmap (2025 -2027)

• AI & The Board - What AI means for Board Oversight & Accountability

iv) How do you assess the training needs of Directors

Training needs are assessed on an ongoing basis and take into consideration the improvement areas identified from the board evaluation, the strategic direction of the Company, changes in the regulatory environment, etc.

v) Is there a Board-approved training plan?

Yes/No

Yes.

vi) Has it been budgeted for? Yes/No

Yes.

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes. This is contained in the Board Charter.

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

Yes.

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

External. The last evaluation was conducted for the 2025-year end.

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes,

The 2025 Board Evaluation report was presented to the Board at its meeting of 4th of February 2026.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

Yes

vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No

Yes

Principle 15: Corporate GovernanceEvaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

Yes, the 2025 Corporate Governance Evaluation Report was conducted for the 2025 - year end.

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

Yes.

iii) If yes, please indicate the date of last presentation.

The 2025 Corporate Governance Evaluation was presented to the Board at its meeting in February 2025.

iv) Is the summary of the Corporate Governance Evaluation included in the Annual Reports and Investors Portal? Yes/No

Yes.

Principle 16: Remuneration Governance

i) Is there a Board-approved Directors' remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes, the Directors' Remuneration Policy is reviewed by the Board every 3 years or as the need arises.

Principles

Reporting Questions

Explanation on application or deviation

"The Board ensures that the

Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

ii) Provide details of directors' fees, allowances

and all other benefits paid to them during the period under review

Sitting allowance, annual fees, and travel reimbursements.

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes.

It was last approved on February 25, 2025.

iv) What portion of the NEDs remuneration is

linked to company performance?

None

v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to companyperformance?

Yes.

Performance of Executive Management is linked to bonus which is only paid as remuneration upon achieving set performance targets.

vi) Has the Board set KPIs for Executive Management? Yes/No

Yes

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes.

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No

No.

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None.

x) Is there a Board-approved clawback policy for Executive management? Yes/No

If yes, attach the policy.

Yes. The Board Remuneration Policy

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes.

ii) How often does the company conduct a risk assessment?

Monthly

iii) How often does the board receive and review risk management reports?

Quarterly.

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes.

ii) Does the company have a Board-approved internal audit charter? Yes/No

Yes.

iii) Is the head of internal audit a member of senior management? Yes/No

Yes.

iv) What is the qualification and experience of the head of internal audit?

BSc Accounting, ACA, IIA member, with over 13

years' experience in Internal Audit.

v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes.

vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the

Yes.

Principles

Reporting Questions

Explanation on application or deviation

adequacy and effectiveness of

management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

Yes. The last assessment was carried out in 2023.

viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The Chairman/the Board on the recommendation of the Board Audit and Governance Committee.

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowingframework? Yes/No

If yes, when was the date of last review

Yes. The policy was last reviewed in July 2025

ii) Does the Board ensure that the whistleblowing mechanism and are process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes. The Company maintains dedicated whistleblowing that are accessible to all stakeholders ensures anonymity and protects whistleblowers. Whistleblowing is reported quarterly to the Board through the Board Audit and Governance Committee.

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes. The Audit Committee receives these reports on a quarterly basis.

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Board Audit and Governance Committee.

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

The shareholders as recommended by the Board.

iii) When was the first date of appointment of the External auditors?

May 8, 2020.

iv) How often are the audit partners rotated?

The audit partners are rotated every 5 years.

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the

Company's business,

governance and performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

21 days.

ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

Yes.

Principle 22:

Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance

1. Is there a Board-approved policy on shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's

website?

Yes. A policy on shareholder engagement is embedded in the Board Charter. It was last reviewed in November 2024 and the policy is hosted on the Company's website

An external communication policy that deals with stakeholder communication and a complaint management policy also exists.

Principles

Reporting Questions

Explanation on application or deviation

their needs, interests and

expectations with the objectives of the Company"

ii) How does the Board engage with Institutional

Investors and how often?

Engagement is done via AGM. The Company also engages via investor conferences and analyst parleys on a quarterly basis with the reports provided to the Board

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promotegoodgovernance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes.

Principle 24: Business Conduct and Ethics

"The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Seniormanagement

      3. Other employees

      4. Third parties

Yes.

Yes.

The Code of Business Conduct and Ethics is applicable to all the listed persons.

ii) When was the date of last review of the policy?

It was last reviewed in November 2024

iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes.

iv) What sanctions were imposed for the period under review for non-compliance with the COBE?

No instance of non-compliance was noted

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes. It is embedded in both the Code of Conduct and Ethics Policy as well as the Securities and Trading Policy.

It was last reviewed in November 2024. Compliance Report for the Policy is presented at Board meetings.

1. Does the company have a Board approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Seniormanagement

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes, it is embedded in the Securities and Trading policy.

1. It was approved on November 8, 2024.

2. Through Periodic disclosures at Board Meetings.

3. The Policy is applicable to all listed persons.

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

Through constant monitoring by Executive Management, the BAGC, regular reports received at its meetings and disclosures included in the Annual Report.

Principles

Reporting Questions

Explanation on application or deviation

1. Does the company have a Board-

   approved policy on conflict of interest?

   Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Seniormanagement

      2. Other employees (Specify)

Yes. It is embedded in the Code of Conduct and Ethics policy

It was last reviewed in November 2024. Compliance report for the Policy is presented at Board meetings.

The Policy is applicable to all the listed persons.

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes.

It was approved on October 23, 2020.

ii) How does the Board monitor compliance with the policy?

This is monitored through the Internal Auditor's Report and the CEO's Report, which are presented to the Board on a quarterly basis, along with enquiries made by the Directors at such meetings.

iii) How does the Board report compliance with the policy?

This is reported in the Annual Report.

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes, the policy is embedded in the Environment Social and Governance (ESG) Policy was last reviewed in July 2024.

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

Yes.

ii) Does the Company have an up- to -da t e investor relation portal? Yes/No If yes, provide the link.

Yes. https://transcorppower.com/tpp/investor-relations/

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance practice"

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes.

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No.