Corporation plc - audited financial statements for the year ended 31 december 2025

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Table of Contents

Corporate Information 1

Directors' Report 2

Corporate Governance Report 8

Statement of Directors' Responsibilities 17

Certification of Financial Statements 18

Report of the Statutory Audit Committee 19

Certification By Company Secretary 20

Management's Report on the Assessment of Internal Control Over Financial Reporting 21

Assurance Report of Independent Auditors 22

Independent Auditor's Report 24

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 30

Consolidated and Separate Statements of Financial Position 31

Consolidated and Separate Statements of Changes In Equity 32

Consolidated and Separate Statements of Cash Flows 34

Notes to the Consolidated and Separate Financial Statements 35

Consolidated and Separate Statement of Value Added 134

Consolidated and Separate Five Year Financial Summary 135

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

Nigeria.

investorrelations@transcorpgroup.com

The Directors have the pleasure of submitting their report on the audited consolidated and separate financial statements of Transnational Corporation Plc ("the Group" and "the Company") for the year ended 31 December 2025.

1. PRINCIPAL ACTIVITIES

   The Group's business continues to be investing in and operating portfolio companies in the Hospitality, Power, and Oil C Gas sectors. The Company has subsidiaries and affiliates providing services and sale of goods in these sectors.

2. REVIEW OF FINANCIAL RESULTS AND ACTIVITIES

   Full details of the financial position, results of operations, cash flows and notes to the financial statements of the Group and Company are set out on pages 30 to 132 of these consolidated and separate financial statements. The summarised results are presented below.

   Group			Company
   2025 N'000	2024 N'000		2025 N'000	2024 N'000
   Revenue	544,140,613	407,915,908	54,766,079	14,409,555
   Gross profit	274,549,671	195,666,074	54,766,079	14,409,555
   Profit before tax	179,502,435	136,668,246	53,304,660	18,486,442
   Tax	(43,592,565)	(42,579,495)	(4,026,603)	(1,588,795)
   Profit after tax	135,G0G,870	G4,088,751	4G,278,057	16,8G7,647

3. DIRECTORATE

   The Directors in office during the reporting period are as follows:

   Directors Designation

   Mr. Tony O. Elumelu, CFR Chairman

   Dr. (Mrs) Foluke K. Abdulrazaq, OON Vice Chairman / Independent Non-Executive Director Dr. (Mrs) Owen Omogiafo, OON President/Group Chief Executive Officer

   Mr. Victor Famuyibo Independent Non-Executive Director

   Dr. Stanley Lawson Non-Executive Director

   Mr. Oliver Andrews Independent Non-Executive Director

   Mallam Ahmadu Sambo Independent Non-Executive Director

   Dr. (Mrs) Toyin Sanni Non-Executive Director

   Mr. Chiugo Ndubisi Non-Executive Director

4. DIRECTORS INTERESTS IN SHARES

   The interests of each Director in the issued share capital of the Company as recorded in the register of Directors' shareholding as at 31 December 2025 were as follows:

   Directors	Designation	2025 Direct		2024 Direct		2025 Indirect		2024 Indirect
   						2,999,821,729		2,997,789,337
   Mr. Tony O. Elumelu, CFR*	Chairman	68,276,011		68,276,011		68,386,431		68,386,431
   Dr. (Mrs) Foluke K. Abdulrazaq, OON	Vice Chairman / Independent Non- Executive Director	-		-		-		-
   Dr. (Mrs) Owen Omogiafo, OON	President/Group CEO	6,872,769		6,872,769		-		-
   Mr. Victor Famuyibo	Independent Non- Executive Director	75,000		75,000		-		-
   Dr. Stanley Lawson	Non-Executive Director	30,697,526		30,697,526		-		-
   Mr. Oliver Andrews	Independent Non- Executive Director	-		-		-		-
   Mallam Ahmadu Sambo	Independent Non- Executive Director	-		-		-		-
   Dr. (Mrs) Toyin Sanni	Non-Executive Director	-		-		-		-
   Mr. Chiugo Ndubisi	Non-Executive Director	-		-		-		-

   *2,999,821,729 shares are held indirectly through HH Capital Limited, and 68,386,431 shares are held indirectly through Heirs Holdings Limited.

   There have been no changes in beneficial interests that occurred between the end of the reporting year and the date of this report.

5. DIRECTORS' INTERESTS IN CONTRACTS

   None of the Directors notified the Company of any direct or indirect interest in contracts or proposed contracts with the Company during the year for the purpose of Section 303 of the Companies and Allied Matters Act, 2020.

6. ALTERNATE DIRECTORSHIP

   There was no alternate directorship during the year under review.

7. DIVIDENDS

   The Board of Directors has recommended the payment of N2.00 per ordinary shares (2024: N1.00 per share) as full year dividend to the shareholders. This consists of 40 kobo (2024:40k) interim dividend already paid and a final proposed dividend of N1.60 kobo (2024:60k)

8. SHARE CAPITAL

As at 31 December 2025, the below shareholders held 5% or more of the issued and fully paid shares of 50 kobo of the Company.

In October 2024, the company reconstructed its share capital by consolidation of the total number of issued shares at a ratio of 1 to 4 ordinary shares at the par value of 50 kobo per share. This resulted in a Share Reconstruction Reserve for 30,485,992,719 units from the reconstruction exercise.

The Company obtained all necessary regulatory approvals including Board of Directors approval, CAC approval, Court sanction and SEC approval for the Share reconstruction of 1 for 4 ordinary shares.

1. PROPERTY PLANT AND EQUIPMENT

   Information relating to movement in property, plant and equipment is shown in Note 20 to the Consolidated and Separate financ ial statements. In the opinion of the Directors, the market values of the Group and Company's properties are not less than the value shown in these financial statements.

2. EMPLOYMENT AND EMPLOYEES

   Equality of opportunity, diversity and inclusion are a part of Transnational Corporation Plc's identity.

   1. Employment of Physically Challenged Persons

      The Group has a policy of fair consideration of job applications by physically challenged persons, having regard to their abilities and aptitude. The Group's policy prohibits discrimination against physically challenged 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 Group continues and that appropriate training is arranged.

   2. Health, Safety and Environment

      The Group maintains business premises and work environment that promote the safety and health of its employees and other stakeholders. The Group's rules and practices in these regards are reviewed and tested regularly. Also, the Group provides medical insurance for its employees and their families through selected health management organizations and hospitals.

   3. Employees Development, Training and Engagement

The Group places a high premium on the development of its manpower and consults with employees on matters affecting their wellbeing. In the year, formal classroom, onsite and offsite trainings, as well as online training courses were deployed in training and re-training all staff at various levels. The Group's skill base has been extended by a range of training provided to the employees, whose opportunity for career development within the Group has been enhanced.

Employees are kept fully informed of the Group's performance, and the Group operates an open-door policy whereby views of employees are sought and given due consideration on matters which particularly affect them. Employees in the hospitality business are also involved in the affairs of the Group through the service charge bonus scheme, which entitles them to a percentage of the hotel's service charge revenue.

1. SECURITIES TRADING POLICY

   The Group's Code of Conduct and the Securities Trading Policy detail activities on security trading. The policies prohibit employees and Directors from insider trading, dealings and stock tipping during closed periods. The Capital Market, Board, Management and Employees are regularly notified of closed periods. There was no insider trading recorded during the year.

2. COMPLAINT MANAGEMENT PROCEDURE

   In line with the Securities and Exchange Commission (SEC) rule, 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.

3. RISK MANAGEMENT POLICY AND PRACTICES

   The Group has an Enterprise Risk Management Framework, which sets out the governance structure, process and policy requirements for the consistent management of risk. The Enterprise Risk Management Framework was developed to institutionalize risk management practices across Transnational Corporation Plc.

   It covers the framework principles such as Risk Management Objectives, Risk Management Strategies, Risk Management Philosophy and Culture, Risk Appetite, Risk Governance and Oversight as well as the processes including risk identification, analysis, management, monitoring, reporting and communication. The Board sets the tone and risk appetite for each business and risks identified. Management assesses the risks following quarterly risk assessment exercises. The Board Audit and Governance Committee (BAGC) has oversight over risk management. The risk report is presented quarterly at each BAGC meeting and key risks noted are escalated to the Board with recommendations from the BAGC on how to manage them effectively. The risk management systems and practices of the Company are effective and efficient.

4. FINES AND PENALTIES

   The Group was not fined during the year under review.

5. THE NATURE OF ANY RELATED PARTY RELATIONSHIP AND TRANSACTION

   The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year.

   Group Company

   Amount due to related parties	Nature of relationship	2025	2024	2025	2024
   		N'000	N'000	N'000	N'000
   Transcorp Power Plc	subsidiary	-	-	-	26,250,246
   Transcorp Hotels Plc	subsidiary	-	-	726,550	-
   Heirs Energies and related companies	Joint control	35,284,336	8,430,790	2,665,369	-
   		35,284,336	8,430,7G0	3,3G1,G1G	26,250,246
   Amount due from related parties Afam Power Plc	subsidiary	-	-	3,554,825	4,908,797
   Transcorp Power Plc	subsidiary	-	-	9,048,319	8,339,365
   Transcorp OPL 281 Limited	subsidiary	-	-	16,737,681	14,036,755
   Transcorp Hotels Plc	subsidiary	-	-	-	151,317
   Aura by Transcorp	subsidiary			20,643	17,013
   Transcorp Energy Limited	subsidiary	-	-	497,234	304,175
   		-	-	2G,858,702	27,757,422
   Allowance for expected credit loss		-	-	(1,073,046)	(1,344,086)
   		-	-	28,785,656	26,413,336

   Terms and conditions of transactions with related parties

   Outstanding balances at the year-end are unsecured and interest free and settlement occurs regularly except as disclosed in Note 17b below. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2025, the Company recognised N1.5bn (2024: N1.3bn) as provision for expected credit losses relating to amounts owed by related parties.

   Group

   During the year, Heirs Energies Limited (HEL) supplied gas to Afam Power Plc amounting to N30.3 billion (2024: N8.4 billion), this is part of the Gas cost in the Cost of sales for the year. Other services rendered by related companies to Transnational Group amounting to N6.4 billion (2024: N4.3billion) during the year; these are included in administrative expenses.

   17b Related party borrowings

   Included in the amount due from Transcorp OPL 281 Limited is N15.9bn loan at 22%.

6. OTHER TERMS

The Company entered into a Technical and Management Services Agreement with Transcorp Hotels Plc, Transcorp Power Plc, and TransAfam Power Limited. As stipulated in the signed agreements, the Company earns management fee of higher of N350 million or 5% of profit before tax of TransAfam Power Limited and Transcorp Power Plc while it earned 5% of revenue from Transcorp Hotels Plc. In addition, there is an agreement with Transcorp Power Plc on operation maintenance and commercial which is at 5% of revenue.

There are no events or transactions that have occurred since the reporting date which would have a material effect on the financial statements as presented.

Messrs. Deloitte C Touche having satisfied the relevant corporate governance rules, have indicated willingness to continue in office as auditors to the Group. In accordance with Section 401(2) of Companies and Allied Matters, Act 2020, the auditors will be re-appointed at the next Annual General Meeting of the Group without any resolution being passed.

Transnational Corporation Plc ("the Company" or "the Group") remains committed to upholding the highest standards of corporate governance through the implementation of a robust governance framework that ensures strategic direction and effective oversight by the Board. At Transcorp, corporate governance is not merely a guiding principle but a foundational pillar of our operations vital for driving sustainable value creation and ensuring long-term success for all stakeholders.

During the financial year ended 31 December 2025, Transcorp adhered to the provisions of the Nigerian Code of Corporate Governance issued by the Financial Reporting Council of Nigeria (FRCN), the Securities and Exchange Commission (SEC) Rules and Regulations, the Nigerian Exchange Limited (NGX) Listing Rules, as well as all other applicable laws and regulations governing corporate governance.

The Company further reinforced its commitment to best practices by enhancing existing policies to improve performance, ensure business sustainability, and preserve brand equity. The following are some of the key policies enhanced, reviewed and approved by the Board in 2025 that promote strong corporate governance within the Company:

1. Board Succession Policy

2. Board Remuneration Policy

3. Board Induction Policy

4. Shareholder Management and Communication Policy

5. Whistle Blowing Policy

6. Internal Audit Charter

7. Data Governance Policy

8. Information Technology Policy and Asset usage

9. Information Security Policy

10. Health Safety and Environmental Policy

11. Human Resources Policy

The following are details of some of the Policies that promote good Corporate Governance in the Company

• Board Succession Policy

  This Policy ensures continuity and stability of Board leadership by providing a structured framework for identifying, developing, and appointing competent individuals to the Board, aligned with the Company's strategic direction and diversity objectives.

• Board Remuneration Policy

  The Board Remuneration Policy defines a fair and transparent structure for compensating Directors, ensuring alignment with performance, accountability, and shareholder interests while promoting sound governance practices.

• Board Induction Policy

  This Policy ensures that new Directors are effectively onboarded through a structured induction process that enhances understanding of the Company's operations, strategy, and governance framework.

  1 Overview (cont'd)
• Stakeholders Management and Communications Policy

  This Policy provides a structured approach to stakeholder engagement and communication, ensuring transparency, trust, and alignment between the Company and its key internal and external stakeholders.

• Whistle Blowing Policy

  The Whistle Blowing Policy promotes transparency and accountability by providing a confidential and secure channel for employees and stakeholders to report unethical practices or violations without fear of retaliation.

• Internal Audit Charter

  The Internal Audit Charter defines the purpose, authority, and responsibility of the Internal Audit function, reinforcing its independence and role in providing assurance on governance, risk management, and internal controls.

• Data Governance Policy

  The Data Governance Policy establishes controls for the management, protection, and ethical use of data assets. It promotes data quality, privacy, and compliance with applicable data protection laws.

• Information Technology Policy

  This policy sets out the standards for developing and managing IT resources to support operational efficiency, system reliability and business

• Health Safety s Environmental Policy

  The Health Safety C Environmental Policy outlines the Company's commitment to maintaining a safe workplace, protecting the environment, and complying with all relevant HSE regulations.

• Human Resources Policy

The Human Resources Policy provides a structured framework for attracting, developing, and retaining talent while ensuring equity, meritocracy, and compliance with applicable labour laws. It reinforces the Company's commitment to a performance-driven culture and employee well-being.

In addition, the Company also reviewed and adopted several Standard Operating Procedures (SOPs), operating frameworks and manuals during the year in order to ensure continued improvement and efficiency in operations.

1. Board of Directors
   1. General

      The Board of Directors comprises nine (9) members, including one (1) Executive Director, (the President/GCEO), and eight (8) Non-Executive Directors, four (4) of whom are Independent Directors. In line with the provisions of the Companies and Allied Matters Act 2020 (CAMA) and the Company's Board Governance Charter, the Chairman of the Board presides over all Board proceedings.

      In 2025, the Board sustained a steady cadence of engagement, convening quarterly (four (4) times) during the year to provide strategic direction and effective oversight. This consistent schedule reflects the Board's commitment to robust governance and timely decision-making. Details of Directors' attendance at Board meetings are provided hereunder.

      The Board has established formal delegations of authority that define the scope of Management's power and responsibilities. While certain powers are delegated to Management for the day-to-day operations of the Company, these delegations strictly adhere to statutory limitations that reserve specific responsibilities for the Board. Any authority not expressly delegated remains within the purview of the Board and its Committees.

      The Company continues to benefit immensely from the diverse expertise and wealth of experience of its Directors, all of whom are accomplished professionals who have distinguished themselves in their respective fields.

      1. Board Appointment

         Directors are appointed based on the recommendation of the Board Audit and Governance Committee (BAGC), in line with the provisions of the Board and Board Committees Governance Charter. In selecting Directors, the Company seeks individuals with relevant experience, a strong professional reputation, high integrity, a shareholder-oriented mindset, no conflicts of interest, and a deep understanding of the Company's strategic businesses, alongside a genuine commitment to its success.

      2. Induction and Training process

         The Company has a structured Director Induction Plan C Procedure designed to equip newly appointed Directors with a comprehensive understanding of the business, its governance framework, key executives, subsidiary operations, and overall corporate structure. Through this programme, Directors gain insights into the Company's facilities and operational procedures. Additionally, all Board members, including new appointees, participate in Group-wide training initiatives to enhance their effectiveness.

      3. Separation of the position of Chairman and Managing Director

         In compliance with good corporate governance practices, the positions of the Chairman of the Board and the Managing Director/CEO are separate and In adherence to best corporate governance practices. The roles of Chairman of the Board and Managing Director/CEO are distinct and held by separate individuals, ensuring clear segregation of duties and enhancing accountability.

         
         
         Transnational Corporation Plc

         Consolidated and Separate Financial Statements For the year ended 31 December 2025

         Corporate Governance Report (cont'd)
   2. Membership and Changes on the Board

      During the year under review, there was no change to the composition of the Board. The Board of Directors was comprised of the following members::

      Director	Position	Date appointed to the Board	Date(s) re-appointed/re-elected	Date of resignation/ retirement
      1. Mr. Tony Elumelu, CFR	Chairman	14 April, 2011	June 21, 2013, April 29, 2016, March 15, 2019, April 21, 2022, April 9, 2025	NA
      2. Dr. (Mrs) Foluke K. Abdulrazaq, OON	Vice Chairman	5 June, 2020	April 21, 2022, May 2024	NA
      3. Dr. (Mrs). Owen Omogiafo, OON	President/Group CEO	25 March, 2020	NA	NA
      4. Dr. Stanley Lawson	Non-Executive Director	19 September, 2011	June 21, 2013, May 8, 2015, April 30, 2018, April 21, 2022 April 9, 2025	NA
      5. Dr. (Mrs.) Toyin Sanni	Non-Executive Director	30 October, 2018	April 26, 2021, April 26, 2023 April 9, 2025	NA
      6. Mr. Victor Famuyibo	Independent Non - Executive Director	22 April, 2021	April 26, 2023	NA
      7. Mallam Ahmadu Sambo	Independent Non - Executive Director	22 April, 2021	May 27, 2024	NA
      8. Mr. Oliver Andrews	Independent Non - Executive Director	23 August, 2021	May 27, 2024	NA
      9. Mr. Chiugo Ndubisi	Non-Executive Director	27 May, 2024	N/A	NA

   3. Board Meeting Attendance

      Total No. of Meetings	No. of Meetings Attended	06-Mar	08-Apr	28-Jul	07-Nov
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓
      4	4	✓	✓	✓	✓

      During the year under review, the Board met four (4) times. The table below shows the frequency of meetings of the Board and members attendance

      Director

      Mr. Tony O. Elumelu, CFR

      Dr. (Mrs) Foluke K. Abdulrazaq, OON Dr. (Mrs). Owen Omogiafo, OON

      Dr. Stanley Lawson Dr. (Mrs) Toyin Sanni Mr. Victor Famuyibo

      Mallam Ahmadu Sambo Mr. Oliver Andrews

      Mr. Chiugo Ndubisi

      1. Board Committees s Executive Management Committee
         1. Board Audit s Governance Committee

            The functions of the Board Audit C Governance Committee (BAGC) include the following:

            • Establish procedures for the nomination of Directors.

            • Approve recruitments, promotions, redeployments, and disengagements for the Company/Group heads of departments that make up the Executive Management Committee

            • Recommending to the Board compensation for all staff of the Company.

            • Reviewing and evaluating the skills of members of the Board

            • Advising the Board on corporate governance standards and policies.

            • Reviewing and approving all human resources and governance policies for the Group.

            • Reviewing and recommending to the Board and Shareholders any changes to the memorandum and articles of association.

            • Evaluating and appraising the performance of the Board and Board Committees and its members annually in conjunction with consultants.

            • Assist the Board in fulfilling its oversight responsibilities with regard to audit and control.

            • Monitoring and evaluating on a regular basis, the qualifications, independence and performance of external and internal auditors and the financial control departments.

            • Any other function assigned to it by the Board including Audit and Regulatory Compliance.

      1. Board Committees s Executive Management Committee (cont'd)
         1. Board Audit s Governance Committee (cont'd)

            During the year, the Committee continued to work in line with its mandate and made recommendations to the Board on the matters stated above and other issues delegated to it by the Board. The Committee was composed of the following members as at December 31, 2025:

            1. Dr. Stanley I. Lawson - Chairman

            2. Mr. Chiugo Ndubisi - Member

            3. Mr. Victor Famuyibo - Member

               Written reports of the Committee's meetings, decisions made, and its recommendations are presented to the full Board at quarterly Board meetings

               The BAGC met four (4) times in 2025, with a 100% attendance record as seen in the table below:

               Directors	Total No. of Meetings	No. of Meetings Attended	05-Mar	02-Apr	15-Jul	15-Oct
               Dr. Stanley I. Lawson	4	4	✓	✓	✓	✓
               Mr. Chiugo Ndubisi	4	4	✓	✓	✓	✓
               Mr. Victor Famuyibo	4	4	✓	✓	✓	✓

               ✓ = Director was present for the meeting

               Each BAGC meeting was attended by the Head, Internal Audit who presented the Internal Audit Report.

         2. Finance and Investment Committee

            The functions of the Finance and Investment Committee (FIC) include the following:

            • Discharging the Board's responsibilities with regard to strategic direction and budgeting.

            • Ensuring that adequate and comprehensive financial controls are in place and implemented in line with the financial regulations.

            • Providing oversight on financial matters and the performance of the Group.

            • Reviewing and recommending investment opportunities or initiatives to the Board for decision.

            • Recommending financial and investment decisions within its approved limits.

            • Have oversight of risk management.

            • Ensuring that an effective system of financial and internal control is in place

            • Monitoring and assessing the overall integrity of the financial statements and disclosures of the financial condition and results of the Group.

            The Committee was composed of the following Directors in 2025 financial year:

            1. Mr. Chiugo Ndubisi - Chairman

            2. Dr. (Mrs) Owen Omogiafo, OON - Member

            3. Mr. Oliver Andrews - Member

            4. Dr. (Mrs) Toyin Sanni - Member

            5. Mallam Ahmadu Sambo - Member

      1. Board Committees s Executive Management Committee (cont'd)
         1. Finance and Investment Committee (cont'd)

            During the year, the Committee, among other responsibilities, reviewed the Company's process for accepting credit facilities from financial institutions, assessed quarterly financial statements, evaluated tax-related matters, and analyzed the funding requirements of operating businesses. Additionally, the Committee reviewed budgets, forecasts, and progress on key investments. Based on these assessments, the Committee made informed decisions and provided recommendations to the Board for approval.

            Total No. of Meetings	No. of Meetings Attended	05-Mar	02-Apr	27-Jul	15-Oct
            4	4	✓	✓	✓	✓
            4	4	✓	✓	✓	✓
            4	4	✓	✓	✓	✓
            4	3	✓	X	✓	✓
            4	4	✓	✓	✓	✓

            The FIC met four (4) times during the year. The table below shows the frequency of meetings of FIC and members' attendance:

            Directors Mr. Chiugo Ndubisi Dr. (Mrs) Owen Omogiafo, OON Mr. Oliver Andrews Dr. (Mrs) Toyin Sanni Mallam Ahmadu Sambo Key

            ✓= Director was present for the meeting X = Director was absent with an apology

            Each FIC meeting was attended by the Group CFO who presented the Financial Reports and the Risk Report.

         2. The Statutory Audit Committee

            The Statutory Audit Committee (SAC) is broadly empowered to oversee the Group's financial reporting process, audit framework, internal control systems, and financial risk management to ensure compliance with statutory, regulatory, and professional requirements. The Committee also evaluates the performance of the Company's external auditors.

            Chaired by a shareholder, the Committee consists of two additional shareholder representatives, as well as two Directors. Beyond the powers conferred on it by the Companies and Allied Matters Act (CAMA), the Committee is also authorized to engage independent consultants to support its functions when necessary.

            During 2025, the Committee was composed of the following members:

            1. Mr. John Isesele - Chairman (Shareholder representative)

            2. Mr. Mathew Esonanjor - Member (Shareholder representative)

            3. Ms. Judith Rapu - Member (Shareholder representative)

            4. Dr. Stanley I. Lawson - Member (Director representative)

            5. Mr. Victor Famuyibo - Member (Director representative)

      1. Board Committees s Executive Management Committee (cont'd)
         1. The Statutory Audit Committee (cont'd)

            The SAC met four (4) times in 2025 with a 100% attendance record as seen in the table below:

            Members	Total Meetings	No. of Meetings Attended	05-Mar	07-Apr	28-Jul	24-Oct
            Mr. John Isesele	4	4	✓	✓	✓	✓
            Mr. Matthew Esonanjor	4	4	✓	✓	✓	✓
            Ms. Judith Rapu	4	4	✓	✓	✓	✓
            Dr. Stanley Lawson	4	4	✓	✓	✓	✓
            Mr. Victor Famuyibo	4	4	✓	✓	✓	✓

         2. Executive Management Committee

            The Executive Management Committee (EMC) is responsible for the day-to-day management of the Group's businesses. The EMC is charged with the following responsibilities:

            • Articulating the strategy of the Group and recommending the same to the Board for approval.

            • Discussing strategic matters and their impact on the Group's investment portfolio.

            • Articulating the manner through which investment sectors/new business areas and geographies will be chosen and making recommendations to the Board in that regard.

            • Recommending to the Board the framework or policy for investment; and monitoring the implementation of investment procedures.

            • In line with Board approvals, outlining of philosophy, policy, objectives and resultant tasks to be accomplished

            • Recommending to the Board, structures and systems through which activities are arranged, defined and coordinated in terms of specific objectives.

            • Preparation of annual financial plans for the approval of the Board and ensuring the achievement of set objectives.

            • Reviewing and approval of the structure and framework for performance reporting of subsidiary companies.

            • Assessment and management of Group risk The Executive Management Committee comprises:

      1. President/ Group CEO

      2. CEOs of Subsidiaries

      3. Group Chief Finance Officer

      4. Group Company Secretary

      5. Group Head, Legal C Regulatory Management

      6. Group Head, Human Resources

      7. Group Head, Internal Audit and Control

      8. Group Head, Marketing and Corporate Communications

      9. Chief Information C Technology Officer

      The EMC meets fortnightly to consider operational matters and the President/GCEO is the Chairman of the EMC.

      1. Directors' Remuneration Policy

         The Board's remuneration policy as embedded in the Board Charter is structured to suit the environment in which it operates and the results it achieves at the end of each financial year. The Policy is reviewed when necessary to meet economic realities and includes the following:

         1. Non-Executive Directors Annual Fees s Allowances

            During the 2025 financial year, Non-Executive Directors earned a total of ₦90,000,000.00 in fees and allowances, while the Vice-Chairman earned ₦100,000,000.00 and the Chairman earned

            ₦150,000,000.00. All fees and allowances were inclusive of applicable taxes and were paid bi-annually

            Board Meetings

            Non- Executive Directors earn N350,000 sitting allowances per meeting while the Chairman earns N500,000. Transportation costs and hotel expenses are reimbursed where applicable.

            Committee Meetings

            Non- Executive Directors earn N300,000 sitting allowances per meeting, while the Chairman earns N350,000. Transportation costs and hotel expenses are reimbursed where applicable

         2. Executive Directors

            The remuneration policy for executive directors includes the following:

            • Fixed remuneration: This takes into account the level of responsibility, and the need to ensuring that executive remuneration is competitive with remuneration paid for equivalent posts of equivalent status within the industry both within and outside Nigeria.

            • Variable annual remuneration linked to performance: The amount of this remuneration is subject to achieving specific, quantifiable and measurable Key Performance Indicators (KPIs) set and appraised annually by the Parent and Company Boards.

2. Summary Report of the Annual Corporate Governance Evaluation

   The firm of Angela Aneke C Co. Limited performed the evaluation of the Board for the year ended December 31, 2025 in line with the requirements of the Nigerian Code of Corporate Governance 2018 (the "Code").

   The statements by the external consultant on the Board and Corporate Governance evaluation are contained in the Annual Report, and covers the summary of Board, Committees, individual Directors and overall governance evaluation.

3. Human Resource Policies and internal management structure

   The Human Resource Policy provides for benefits available to eligible employees in the Company. The Company has put in place internal control system to ensure that the Company's practices comply with regulations.

4. Gender diversity on the Board and employment

   The Company ensures gender diversity at the Board level and in staff employment in order to have a fair and productive working environment. The ratio of women to men in the Company at Board level is 3:6 while gender diversity for staff is 13:13.

5. Statement by the Board on the Company's Environment, Social and Governance (ESG) activities

   The Company was involved in Environment, Social and Governance activities that make the company address environmental or social issues which impact its stakeholders.

6. Independent Auditors

In accordance with section 401(2) Companies and Allied Matters Act 2020, Deloitte C Touche have indicated their willingness to continue after their five years as independent Auditor of the company. The directors shall seek members' authorisation at the Annual General Meeting to fix their remuneration.

The Directors of Transnational Corporation Plc accept responsibility for the preparation of the consolidated and separate financial statements that give a true and fair view of the financial position of the Group 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 and in the manner required by the Companies and Allied Matters Act of Nigeria 2020, and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

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

1. properly selecting and applying accounting policies

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

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

   Going Concern

   The Directors have made an assessment of the Group's ability to continue as a going concern and have no reason to believe the Group will not remain a going concern in the year ahead.

   The financial statements of the Group for the year ended 31 December 2025 were approved by the Directors on 23 February, 2026.

   
   
   On behalf of the Directors of the Company Mr. Tony O. Elumelu, CFR Dr. (Mrs) Owen Omogiafo, OON Chairman, Board of Directors President/GCEO FRC/2013/PRO/DIR/003/000000025G0 FRC/201G/PRO/DIR/003/0000001G827 Certification of Financial Statements

   In accordance with section 405 of the Companies and Allied Matters Act of Nigeria 2020, the Chief Executive Officer and the Chief Finance 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 Group 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 [and its subsidiaries] is made known to the officer by other officers of the group, particularly during the period in which the audited financial statement report is being prepared,

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

3. certify that the Group'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 Group ability to record, process, summarise and report financial data, and has identified for the Group'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 Group'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 Group for the year ended 31 December 2025 were approved by the Directors on 23 February 2026.

   
   
   
   
   Dr. (Mrs) Owen Omogiafo, OON Mr. Festus Izevbizua President/GCEO Group Chief Finance Officer FRC/201G/PRO/DIR/003/0000001G827 FRC/2013/PRO/ICAN/001/00000001628 Report of the Statutory Audit Committee To the Members of Transnational Corporation Plc

   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 Transnational Corporation 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 Transnational Corporation Plc

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.

The Management of Transnational Corporation Plc ("Transcorp Plc") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including the safeguarding of assets against unauthorised 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 International Financial Reporting Standards (IFRS) and applicable regulatory requirements.

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

Management has assessed the effectiveness of the Company's internal control over financial reporting as of 31 December 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).

During the assessment, Management became aware of a material weakness in internal controls over the consolidation and elimination process of one of its subsidiary Companies in 2024. The assessment revealed that the material weakness was occasioned by the manual process of preparation, review and consolidation of Group accounts and manual process of elimination adjustments in the subsidiary's books. The elimination errors were equally consolidated in the Parent Group Accounts. This resulted in the identification of prior-period misstatements and necessitated the restatement of comparative financial information, as disclosed in Note 47 to the financial statements.

Management's assessment further confirmed that transaction-level controls within the underlying entities were appropriately designed and generally operated effectively, and that the material weakness identified was limited to manual consolidation and elimination activities performed at one of the subsidiaries' holding company level.

Following the identification of this material weakness in the consolidation review control, Management as part of its remediation process implemented enhancements to the Group Consolidation and Reporting process. These actions included strengthened technical review procedures, improved documentation procedure, and increased senior-level oversight of consolidation and elimination journals. Management has tested the operating effectiveness of the enhanced controls and has concluded that for the period ended, the remediation has operated reasonably, and the controls are sufficiently adequate.

Based on the assessment performed, Management concluded that the Company's internal control over financial reporting was generally effective, except for the material weakness identified in controls over the Group's consolidation and elimination process, which has been remediated and addressed through enhanced control design and has been concluded to operate effectively at year end.

Management remains committed to maintaining a strong control environment and continues to take appropriate actions to strengthen internal controls in support of high-quality and reliable financial reporting.

The Company's external auditors, Deloitte, an independent registered public accounting firm, have considered the system of internal control over financial reporting in planning and performing the audit of the financial statements.

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 Transnational Corporation Plc and its subsidiaries ("the Group) 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. Transnational Corporation Plc 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 Group and our report dated 24 February 2026 expressed an unmodified opinion.

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 Group 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.

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.

Our procedures included the examination of historical evidence of the design and implementation of the Group'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.

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

Nanagement 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 the International Financial Reporting Standards (IFRS) and the ICFR framework.

Section 7(2f) of the Financial Reporting Act 2011 (As amended) further requires that management perform an assessment of internal controls, including information system controls. I Management is responsiDle for maintaining evidential matters, including documentation, to provide reasonable support for its assessment of internal control over financial reporting.

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 require 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 legat and regulatory requirements.

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 Cuidance on Assurance Engagement Report on Internal Control over Financial Reporting and the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements othar 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 Group 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 Group established and maintained an elective 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 efiectiveness 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.

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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 consolidated and separate financial statements of Transnational Corporation Plc and its subsidiaries (the Group and Company) set out on pages 30 to 132, which comprise the consolidated and separate statements of financial position as at 31 December 2025, the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended and the notes to the consolidated and separate financial statements, including a summary of material accounting policy information.

In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Transnational Corporation Plc as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate 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 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 consolidated and separate Financial Statements section of our report. We are independent of the Group and 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), as applicable to audits of financial statements of public interest entities, and other independence requirements applicable to performing audits of financial statements of public interest entities 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 consolidated and separate 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 judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate 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 "Transnational Corporation Plc Annual Reports and Financial Statements for the year ended 31 December 2025, which includes the Corporate information, Directors' Report, Corporate Governance Report, Statement of Directors Responsibilities for the Preparation of the Financial Statements, Certification of the Financial Statements, Report of the Statutory Audit Committee, Certification by Company Secretary, Management's Report on the Effectiveness of Internal Control over Financial Reporting and Other national Disclosures (Consolidated and Separate Value-Added Statement and Consolidated and Separate Five-Year Financial Summary), which we obtained prior to the date of this report, and the ESG Report, Statement by the Board on the Company's ESG Activities, Board Evaluation Report, Corporate Governance Evaluation Report all included in the Annual Report and Financial statements, which is expected to be made available to us after that date. The other information does not include the consolidated and separate financial statements and our auditor's report thereon.

Our opinion on the consolidated and separate 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 consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, 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 consolidated and separate 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 consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group's and 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 Group and

/ or 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 consolidated and separate 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 consolidated and separate financial statements.

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

• Identify and assess the risks of material misstatement of the consolidated and separate 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 Group's and 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 Group's and 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 consolidated and separate 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 Group and / or the Company to cease to continue as a going concern.

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

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.