Transnational Corporation Plc
Unaudited Condensed Consolidated and Separate Financial Statements For the Period Ended 30 June 2025
Transnational Corporation Plc Unaudited Consolidated and Separate Financial Statements For the Period Ended 30 June 2025 | |
Content | Page |
Corporate Information | 3 |
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income | 4 |
Consolidated and Separate Statements of Financial Position | 5 |
Consolidated and Separate Statements of Changes in Equity | 6 |
Consolidated and Separate Statements of Cash Flows | 8 |
Notes to the Consolidated and Separate Financial Statements | 9 |
Transnational Corporation Plc
Unaudited Consolidated and Separate Financial Statements For the Period Ended 30 June 2025
CORPORATE INFORMATION
Country of incorporation and domicile: Nigeria
Directors: 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
Group Company Secretary: Ms. Atinuke Kolade Registered office: 38 Glover Road
Ikoyi
Lagos, Nigeria.
Registration number: RC 611238
Tax identification Number 01020694-0001
Registrars: Africa Prudential Plc 220B Ikorodu Road Palmgrove, Lagos.
Principal bankers: United Bank for Africa Plc First Bank of Nigeria Limited
Auditors: Deloitte & Touche Chartered Accountants
Civic Towers, Plot GA 1 Ozumba Mbadiwe Avenue Victoria Island, Lagos
Nigeria.
Investors Relations Manager: Mr. Festus Izevbizua
festus.izevbizua@transcorpgroup.com
Investors Relations Portal: https://transcorpgroup.com/investor-relations/
For the Period Ended 30 June 2025
Note | Group | Company | |||
30 June 2025 N'000 | 30 June 2024 N'000 | 30 June 2025 N'000 | 30 June 2024 N'000 | ||
Revenue Cost of sales | 19 20 | 279,677,656 (148,758,222) | 175,426,822 (89,948,411) | 35,823,932 - | 20,409,014 - |
Gross profit | 130,919,434 | 85,478,411 | 35,823,932 | 20,409,014 | |
Other income | 21 | 1,877,685 | 16,445,148 | 1,529,052 | 12,191,212 |
Impairment loss on financial assets | 11.2 | (4,861,916) | (3,800,702) | (167,425) | (519,973) |
Administrative expenses | 23 | (35,956,731) | (21,153,272) | (4,039,510) | (1,552,958) |
Operating profit | 91,978,472 | 76,969,585 | 33,146,049 | 30,527,295 | |
Finance cost - Net | 24 | (9,049,546) | (7,124,866) | (3,028,389) | (3,231,495) |
Foreign exchange gain on financing | 25 | ||||
activities | 2,767,918 | 1,074,435 | - | - | |
Profit before taxation Taxation | 16 | 85,696,844 (20,525,105) | 70,919,154 (18,131,436) | 30,117,660 (2,295,447) | 27,295,800 (1,757,736) |
Profit for the period | 65,171,739 | 52,787,718 | 27,822,213 | 25,538,064 | |
Profit attributable to: Owners of the parent Non controlling interest | 33 | 41,442,272 23,729,467 | 32,961,321 19,826,397 | 27,822,213 - | 25,538,064 - |
Other comprehensive income Items that will not be reclassified to | |||||
profit or loss: | |||||
- Net gain/(loss) on equity instruments | |||||
designated at fair value through OCI - Net gain/(loss) from changes in | 22 | 747,389 | (1,542,835) | 712,682 | (1,542,835) |
acturial assumptionts (net of tax | - | - | |||
Items that will be reclassified to profit | |||||
or loss | - | - | - | - | |
Total comprehensive income for the period | 65,919,128 | 51,244,883 | 28,534,895 | 23,995,229 | |
Attributable to: | 31,418,486 19,826,397 | ||||
Owners of the parent Non controlling interest | 42,181,387 23,737,741 | 28,534,895 - | 23,995,229 - | ||
Basic EPS (kobo) | 26 | 408 | 81 | 274 | 63 |
Diluted EPS (kobo) | 26 | 408 | 81 | 274 | 63 |
The notes on pages 10 to 28 form an integral part of these financial statements.
For the Quarter April to June 2025
Group | Company | |||
April - June 2025 N'000 | April - June 2024 N'000 | April - June 2025 N'000 | April - June 2024 N'000 | |
Revenue Cost of sales | 135,969,893 (78,358,448) | 86,874,502 (47,606,246) | 23,875,430 - | 7,906,115 - |
Gross profit | 57,611,445 | 39,268,256 | 23,875,430 | 7,906,115 |
Other income | 1,733,871 | 3,924,513 | 1,515,888 | 3,123,560 |
Impairment loss on financial assets | (1,711,996) | (2,464,030) | (50,759) | (281,396) |
Administrative expenses | (19,962,818) | (12,912,690) | (2,504,356) | (988,601) |
Operating profit | 37,670,502 | 27,816,049 | 22,836,203 | 9,759,678 |
Finance cost - Net | (4,777,465) | (3,445,760) | (1,375,876) | (1,656,022) |
Foreign exchange gain/ (loss) on | ||||
financing activities | 3,396,664 | 864,333 | 10,858 | - |
Profit before taxation Taxation | 36,289,701 (7,850,207) | 25,234,622 (8,369,317) | 21,471,185 (1,359,110) | 8,103,656 (807,961) |
Profit for the period | 28,439,494 | 16,865,305 | 20,112,075 | 7,295,695 |
Profit attributable to: | ||||
Owners of the parent Non controlling interest | 21,922,907 6,516,588 | 8,115,960 8,749,345 | 20,112,075 - | 7,295,695 - |
Other comprehensive income Items that will not be reclassified to | ||||
profit or loss: | ||||
Net gain on equity instruments | ||||
designated at fair value through OCI Net gain/(loss) from changes in acturial | (650,724) | (2,676,857) | (682,427) | (2,676,857) |
assumptionts (net of tax Items that will be reclassified to profit | - | - | - | - |
or loss | - | - | - | - |
Total comprehensive income for the period | 27,788,771 | 14,188,448 | 19,429,648 | 4,618,838 |
Attributable to: | ||||
Owners of the parent Non controlling interest | 21,264,625 6,524,146 | 5,439,103 8,749,345 | 19,429,648 - | 4,618,838 - |
Basic EPS (kobo) Diluted EPS (kobo) | 216 216 | 20 20 | 198 198 | 18 18 |
The notes on pages 10 to 28 form an integral part of these financial statements.
Unaudited Consolidated and Separate Statement of Financial Position As at 30 June 2025
Note | Group | Company | |||
30 June 2025 N'000 | 31 December 2024 N'000 | 30 June 2025 N'000 | 31 December 2024 N'000 | ||
Assets | |||||
Non-current assets | |||||
Property, plant and equipment | 5 | 315,953,259 | 310,491,396 | 64,812 | 69,602 |
Right of use assets | 5 | 89,867 | 118,247 | 89,867 | 118,247 |
Goodwill | 6 | 28,959,387 | 28,959,387 | - | - |
Other intangible assets | 6 | 17,377,095 | 17,399,314 | 5,075,818 | 5,075,818 |
Investment property | 7 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Investment in subsidiaries | 8 | - | - | 52,239,973 | 52,239,973 |
Investment in financial assets | 13 | 39,506,210 | 18,217,915 | 20,518,619 | 16,428,215 |
Other Investment | 32 | 1,800,450 | 22,178,172 | 400,100 | 3,777,822 |
Prepayments and other assets | 12 | 53,282 | 32,506 | 53,282 | 32,506 |
Long-term receivables | 11.1 | 1,518,750 | 1,856,250 | - | - |
412,158,300 | 406,153,187 | 85,342,471 | 84,642,183 | ||
Current assets | |||||
Inventories | 10 | 5,281,539 | 4,683,722 | - | - |
Deposit for investment | - | - | 28,385,000 | 28,385,000 | |
Trade and other receivables Prepayments and other assets Cash and cash equivalents | 11.1 12 14 | 432,321,951 8,524,211 49,031,052 | 320,643,269 2,116,172 17,966,955 | 30,243,492 124,326 1,713,348 | 27,933,258 77,402 927,838 |
495,158,753 | 345,410,118 | 60,466,166 | 57,323,498 | ||
Asset classified as held for sale | - | - | - | - | |
Total assets | 907,317,053 | 751,563,305 | 145,808,637 | 141,965,681 | |
Equity | |||||
Ordinary share capital | 27.1 | 5,080,999 | 5,080,999 | 5,080,999 | 5,080,999 |
Share premium | 27.2 | 6,249,871 | 6,249,871 | 6,249,871 | 6,249,871 |
Share reconstruction reserve | 27.3 | 15,242,997 | 15,242,997 | 15,242,997 | 15,242,997 |
Other reserves Retained earnings | 27.4 27.5 | 14,851,288 140,900,833 | 38,850,066 112,317,867 | 15,059,005 56,239,651 | 14,346,323 34,514,637 |
Equity attributable to owners of the parent Non controlling interest | 33 | 182,325,988 103,261,625 | 177,741,800 93,951,248 | 97,872,523 - | 75,434,827 - |
Total equity | 285,587,613 | 271,693,048 | 97,872,523 | 75,434,827 | |
Liabilities | |||||
Non-current liabilities | |||||
Borrowings (long term) | 17 | 61,933,536 | 50,415,460 | 11,037,878 | 8,577,195 |
Deposit for shares | 18 | 84,590,000 | 27,935,000 | - | - |
Defined Benefit Liability | 36 | 466,751 | 420,815 | - | - |
Contract Liabilities | 34 | 1,757,493 | 1,833,905 | - | - |
Deferred income Deferred tax liability | 35 9 | 428,581 23,458,262 | 650,778 21,498,794 | - - | - - |
172,634,623 | 102,754,752 | 11,037,878 | 8,577,195 | ||
Current liabilities | |||||
Trade and other payables | 15 | 328,151,702 | 281,223,806 | 11,341,054 | 30,685,747 |
Borrowings (short term) | 17 | 48,413,764 | 38,096,782 | 24,549,373 | 26,237,327 |
Contract Liabilities | 34 | 557,883 | 357,709 | - | - |
Deferred income | 35 | 494,000 | 469,000 | 50,000 | 25,000 |
Defined Benefit Liability Tax Payable | 36 16 | 29,324 71,448,144 | 45,936 56,922,272 | -957,809 | -1,005,585 |
449,094,817 | 377,115,505 | 36,898,236 | 57,953,659 | ||
Liabilities directly associated with assets classified as | |||||
held for sale | - | - | - | - | |
Total liabilities | 621,729,440 | 479,870,257 | 47,936,114 | 66,530,854 | |
Net equity and liabilities | 907,317,053 | 751,563,305 | 145,808,637 | 141,965,681 | |
Festus Izevbizua
Chiugo Ndubisi
Director
The Unaudited financial statements were approved and authorised for issue by the Board of Directors on 28 July 2025 and were signed on its behalf by
FRC/2013/PRO/ICAN/001/00000001565
Dr (Mrs) Owen Omogiafo, OON
President/Group Chief Executive Officer FRC/2019/PRO/DIR/003/00000019827
Group Chief Finance Officer FRC/2013/PRO/ICAN/001/00000001628
The notes on pages 10 to 28 form an integral part of these financial statements.
Group | Attributable to owners of the parent | |||||||
Share capital | Share premium | Share Reconstruction Reserve | Other reserves | Retained earnings | Total Attributable to parents owner | Non Controlling interest | Total equity | |
N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | |
As at 1 January 2024 | 20,323,996 | 6,249,871 | - | 34,920,455 | 68,922,551 | 130,416,873 | 56,880,827 | 187,297,700 - |
Profit /(Loss) for the period | - | - | - | - | 51,524,914 | 51,524,914 | 42,563,837 | 94,088,751 |
Transfer to share reconstruction reserve | (15,242,997) | - | 15,242,997 | - | - | - | - | - |
Adjustment for disposal of shares | - | - | - | - | - | - | 299,658 | 299,658 |
Dividend Paid | - | - | - | - | (8,129,598) | (8,129,598) | (5,757,593) | (13,887,191) |
Other comprehensive income | - | - | - | 3,929,611 | - | 3,929,611 | (35,481) | 3,894,130 |
Balance at 31 December 2024 | 5,080,999 | 6,249,871 | 15,242,997 | 38,850,066 | 112,317,867 | 177,741,800 | 93,951,248 | 271,693,048 |
As at 1 January 2025 | 5,080,999 | 6,249,871 | 15,242,997 | 38,850,066 | 112,317,867 | 177,741,800 | 93,951,248 | 271,693,048 |
Profit for the period | - | - | - | - | 41,442,272 | 41,442,272 | 23,729,467 | 65,171,739 |
Dividend paid | - | - | - | - | (6,097,199) | (6,097,199) | (14,427,364) | (20,524,563) |
Transfer to share reconstruction reserve Adjustment to the opening balance | - | - | - | -(24,737,893) | -(6,762,107) | -(31,500,000) | - - | - (31,500,000) |
Other comprehensive income | - | - | - | 739,115 | - | 739,115 | 8,274 | 747,389 |
Balance at 30 June 2025 | 5,080,999 | 6,249,871 | 15,242,997 | 14,851,288 | 140,900,833 | 182,325,988 | 103,261,625 | 285,587,613 |
The notes on pages 10 to 28 form an integral part of these financial statements. | ||||||||
Company
Share
Share Share Reconstruction Other Retained Total
capital | premium | Reserve | reserves | earnings | |
N'000 | N'000 | N'000 | N'000 | N'000 | N'000 |
As at 1 January 2024 | 20,323,996 | 6,249,871 | - | 10,303,365 | 25,746,588 | 62,623,820 | ||
Profit for the period | - | - | - | - | 16,897,647 | 16,897,647 | ||
Dividend paid Share reconstruction Other comprehensive income | -(15,242,997) - | - - | -15,242,997 - | - 4,042,958 | (8,129,598) - | (8,129,598) 4,042,958 | ||
Balance at 31 December 2024 | 5,080,999 | 6,249,871 | 15,242,997 | 14,346,323 | 34,514,637 | 75,434,827 | ||
As at 1 January 2025 | 5,080,999 | 6,249,871 | 15,242,997 | 14,346,323 | 34,514,637 | 75,434,827 | ||
Profit for the period | - | - | - | - | 27,822,213 | 27,822,213 | ||
Transfer to share reconstruction reserve | - | - | - | - | - | - | - | - |
Dividend paid | - | - | - | - | (6,097,199) | (6,097,199) | ||
Other comprehensive income | - | - | - | 712,682 | - | 712,682 | ||
Balance at 30 June 2025 | 5,080,999 | 6,249,871 | 15,242,997 | 15,059,005 | 56,239,651 | 97,872,523 | ||
The notes on pages 10 to 28 form an integral part of these financial statements.
Unaudited Consolidated and Separate Statement of Cash Flows For the Period Ended 30 June 2025
Company
Group
Note | 30 June 2025 N'000 | 30 June 2024 N'000 | 30 June 2025 N'000 | 30 June 2024 N'000 | |
Cash flows from operating activities Cash generated from/(used in) operations | 28 | (20,088,508) | 10,321,239 | 8,490,108 | 5,810,503 |
Tax paid | (2,486,381) | (2,778,592) | (789,833) | (346,308) | |
Net cash flows generated from operating activities | (22,574,889) | 7,542,647 | 7,700,275 | 5,464,195 | |
Dividend Income on equity security | 1,448,138 | 1,110,474 | 1,448,138 | 1,110,474 | |
Interest received | 5,113,445 | 151,472 | 1,309,573 | 775,957 | |
Purchase of other intangible assets | - | (8,750) | - | - | |
Purchase of investment in financial assets | (163,184) | (19,500) | - | - | |
Purchase of other investments | - | - | - | - | |
Right Issue | - | - | - | ||
Proceed from sale of property, plant and equipment | 13,638 | - | 664 | 50 | |
Purchase of property, plant and equipment | (11,044,229) | (4,770,336) | (10,708) | (34,795) | |
Deposit for Investment | - | - | - | (10,000,000) | |
Proceeds on disposal of shares | - | 11,328,527 | - | 11,328,527 | |
Net Cash flow Generated/(Used) in investing | |||||
activities | (4,632,192) | 7,791,887 | 2,747,667 | 3,180,213 | |
Cash flows from financing activities | |||||
Net movement in borrowings | 21,835,058 | 1,087,780 | 772,729 | 303,506 | |
Dividend paid | (6,097,199) | (4,064,799) | (6,097,199) | (4,064,799) | |
Deposit for shares | 56,655,000 | 15,000,000 | - | - | |
Interest paid | (14,162,991) | (7,533,194) | (4,337,962) | (4,007,452) | |
Net Cash flow Generated/(Used) in financing activities | 58,229,868 | 4,489,787 | (9,662,432) | (7,768,745) | |
Net increase in cash and cash equivalents | 31,022,787 | 19,824,321 | 785,510 | 875,663 | |
Cash and cash equivalents at the beginning of the period | 17,966,955 | 16,577,762 | 927,838 | 997,910 | |
Foreign exchange loss/(gain) on cash and cash equivalents | 41,310 | 3,859,472 | - | 1,003 | |
Cash and cash equivalents at the end of the | |||||
period | 49,031,052 | 40,261,555 | 1,713,348 | 1,874,576 | |
The notes on pages 10 to 28 form an integral part of these financial statements.
Notes to the Unaudited Consolidated and Separate Financial Statements For the Period Ended 30 June 2025
General information
Transnational Corporation Plc, ("the Company" or "Transcorp"), was incorporated on 16 November, 2004 as a private limited liability Company domiciled in Nigeria in accordance with the requirements of the Companies and Allied Matters Act. Following a successful initial public offer (IPO), the Company was in December 2006, listed on the Nigerian Exchange Limited (Formerly Nigeria Stock Exchange). The shares of the Company have continued to be traded on the floor of the Exchange. The Company is domiciled in Nigeria and the address of its registered office is 38 Glover Road, Ikoyi, Lagos, Nigeria.
The Company maintains controlling interests in the following companies. The Company, together with the subsidiaries are known as the Transcorp Group, ("the Group")
Transcorp Power Plc
Trans Afam Power Limited
Transcorp Hotels Plc
Transcorp Energy Limited
Aura by Transcorp Hotels
Transcorp Properties Limited
Transcorp OPL 281 Limited
Transcorp Hotels Ikoyi Limited
Transcorp Hotels Port Harcourt Limited
Terago Commodities Limited
The Company's business is investment and operation of portfolio companies in the hospitality, power, agro-allied and energy sectors.
Principal Activities
The Group's remains focused on investing and operating portfolio companies in the Hospitality, Power, and Energy sectors. Through its
subsidiaries and affiliates, the Company continues to provide a range of services and goods within these industries.
Summary of Material Accounting Policies Basis of preparation
The condensed consolidated and separate financial statements have been prepared in accordance with the Companies and Allied Matters Act (CAMA) 2020, IAS 34 Interim Financial Reporting,International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS and the Financial Reporting Council of Nigeria (Amendment) Act 2023. The financial statements have been prepared on a historical cost basis except for financial assets at fair value though other comprehensive income, financial assets and liabilities and investment property - measured at fair value.
The condensed consolidated and separate financial statements are presented in Naira and all values are rounded to the nearest thousand (N'000), except when otherwise indicated
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated and separate financial statements are disclosed in note 3.
The preparation of financial statements, in conformity with generally accepted accounting principles under IFRS, requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors' best knowledge of the amounts, events or actions, actual results ultimately may differ from those estimates.
Going Concern
The Directors have at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the President/Group CEO for Transnational Corporation Plc and the Managing Director/CEO of respective Subsidiary Companies.
Basis of consolidation
The condensed consolidated and separate financial statements comprise the financial statements of the Company and its subsidiaries as at 30 June, 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. The assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated and Separate financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
Business conbinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date at fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in fair value recognised in profit or loss.
Business conbinations and goodwill - continued
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non- controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the Bargain purchase gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a Cash-Generating Unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash- generating unit retained.
Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification An asset is current when it is:
Expected to be realised or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
Fair value estimation
Assets and liabilities for which is measured or disclosed in the financial statements are categorised within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
(Level 1): Quoted prices (unadjusted) in active markets for identical assets or liabilities.
(Level 2): Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
(Level 3): Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
For purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
The following table presents the Group's financial assets that are measured at fair value.
At 30 June 2025
Assets
Level 1
Level 2
Level 3
Total
Financial assets at fair value through other
comprehensive income
Group
Equity securities at fair value through OCI
39,506,210
-
-
39,506,210
Company
Equity securities at fair value through OCI
20,518,619
-
-
20,518,619
At 31 December 2024
Assets
Level 1
Level 2
Level 3
Total
Financial assets at fair value through other
comprehensive income
Group
Equity securities at fair value through OCI
18,217,915
-
-
18,217,915
Company
Equity securities at fair value through OCI
16,428,215
-
-
16,428,215
There were no transfers between levels 1 and 2 during the period.
(a) Financial instruments in level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily equity investments listed on the Nigerian Exchange Limited (NGX) classified as equity securities at fair value through other comprehensive income.
Segment analysis
The Group
The chief operating decision-maker has been identified as the President/Group CEO of Transnational Corporation Plc. The President/Group CEO reviews the Group's internal reporting in order to assess performance and allocate resources. The President/Group CEO has determined the operating segments based on these reports. The Board considers the business from an industry perspective and has identified 5 operating segments.
Hospitality
The hospitality business is made up of its direct subsidiary Transcorp Hotels Plc. (THP) and indirect subsidiaries, Transcorp Hotels Ikoyi Limited, Transcorp Hotels Port Harcourt Limited and Aura by Transcorp Hotels. These entities render hospitality services to customers.
Agro-allied
This relates to a subsidiary Teragro Commodities Limited. The subsidiary is engaged in the manufacturing/processing of fruit concentrates from fruits from which the Group derives revenue.
Power
This relates to a subsidiaries Transcorp Power Plc (TPP) and TransAfam Power Limited (TAPL). The subsidiaries are engaged in generation and sale of electric power.
Energy
Two subsidiaries make up the energy segment namely Transcorp Energy Limited and Transcorp OPL 281 Limited. The companies are into the exploration, refining and marketing of petroleum products. The subsidiaries are in the start-up phase and have not started generating revenue.
Corporate Centre
This segment is the parent Company, Transnational Corporation Plc and the other non-operational subsidiaries.
The President/Group CEO is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Group's financing (including finance costs, finance income and other income) and income taxes are managed on a Group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Sales between segments are carried out at arm's length. The revenue from external parties reported to the group is measured in a manner consistent with that in the income statement.
Total segment assets are included in the reconciliation to the total statement of financial position assets.
At 30 June 2025 17% 0% 87% 13% -17% 1
Hospitality Energy Agro-allied Power
Corporate
centre
Intersegment
elimination Total
N'000 N'000 N'000 N'000 N'000 N'000 N'000 Revenue 47,572,710 - - 243,085,482 35,823,932 (46,804,469) 279,677,656
Other income 348,020 - - - 1,529,052 613 1,877,685
Finance cost (1,945,262) - - (7,980,915) (4,337,962) 5,214,593 (9,049,546)
Depreciation and
amortisation Profit/(loss) before
taxation
(1,511,544) - - (4,148,974) (43,875) - (5,704,393)
12,228,308 - - 61,727,729 30,117,659 (18,376,852) 85,696,844
Segmental assets 153,459,831 18,270,399 16,753 720,114,240 145,808,638 (130,352,808) 907,317,053
Segmental liabilities (70,785,413) (26,205,225) (19,945) (573,433,347) (47,936,115) 96,650,605 (621,729,440)
Net assets 82,674,418 (7,934,826) (3,192) 146,680,893 97,872,523 (33,702,203) 285,587,613
As at 30 June 2024
Hospitality Energy Agro-allied Power
Corporate
centre
Intersegment
elimination Total
N'000 N'000 N'000 N'000 N'000 N'000 N'000
Revenue
29,719,798
-
-
74,721,775
8,880,153
(8,880,153)
104,441,573
Other income
4,232,780
-
-
-
12,690,398
(343,493)
16,579,685
Finance cost
1,863,217
-
-
2,205,543
1,918,966
(343,493)
5,644,233
Depreciation and
amortisation
1,285,593
-
-
1,238,710
19,655
-
2,543,958
Profit/(loss) before
taxation
10,474,119
-
-
49,935,502
27,295,801
(16,786,268)
70,919,154
-
Segmental assets
137,150,148
10,575,234
16,753
474,087,813
145,750,883
(142,459,096)
625,121,735
Segmental liabilities
(63,737,912)
(12,787,478)
(19,945)
(344,942,610)
(63,196,633)
94,040,627
(390,643,951)
Net assets
73,412,236
(2,212,244)
(3,192)
129,145,203
82,554,250
(48,418,469)
234,477,784
Revenues from transactions with other operating segments relates to dividend income from Transcorp Hotels Plc and Transcorp Power Plc to the Company, Transnational Corporation Plc. management fees as well as interest on intercompany loans.
The totals presented for the Group's operating segments reconciled to the key financial figures as presented in its financial statements as follows:
30 June
30 June
2025
2024
N'000
N'000
326,482,124
113,321,726
(46,804,469)
(8,880,153)
279,677,656
104,441,573
Revenue
Total revenue for reportable segments Elimination of inter-segment revenue (i) External revenue
30 June
30 June
2025
2024
N'000
N'000
104,073,696
87,705,422
(18,376,852)
(16,786,268)
85,696,844
70,919,154
Profit or loss
Total profit/(loss) for reportable segments Elimination of inter-segment profits (ii) Consolidated profit or (loss) before taxation
30 June
31 December
2025
2024
1,037,669,861
872,538,151
(130,352,808)
(120,974,846)
907,317,053
751,563,305
718,380,045
567,175,687
(96,650,605)
(87,305,430)
621,729,440
479,870,257
Assets
Total assets of reportable segments Consolidation eliminations (iii) Consolidated total assets
Liabilities
Total liabilities of reportable segments Consolidation eliminations (iv) Consolidated total liabilities
The nature of differences between the measurements of the reportable segment's assets/liabilities and the assets/liabilities of the Group is as follows:
Elimination of inter-segment revenue relates to dividend income and management fees from Transcorp Power Plc and Transcorp Hotels Plc to Transnational Corporation Plc.
Elimination of inter-segment profits relates to dividend income between the segments and other income arising from transactions with non-controlling interests.
Investments of Transnational Corporation Plc in its subsidiaries and investment of Transcorp Hotels Plc in Transcorp Hotels Port Harcourt Limited, Transcorp Hotels Ikoyi Limited and Aura by Transcorp Hotels respectively accounts for the consolidation eliminations of total assets of reportable segments. Inter-segment receivables were also eliminated to arrive at the consolidated total assets.
Inter-segment payables, dividend payable to segments within the Group and management fees payable and interest payable to Transnational Corporation Plc from Transcorp Hotels Plc accounts for the consolidation eliminations in total liabilities of the reportable segments.
Entity-wide information
30 June | 30 June |
2025 | 2024 |
N'000 | N'000 |
31,329,522 | 22,254,228 |
13,672,173 | 6,390,663 |
896,896 | 740,933 |
926,900 | - |
260,900 | 122,072 |
486,319 | 211,902 |
48,548,355 | 44,083,052 |
183,547,591 | 101,614,972 |
9,000 | 9,000 |
279,677,656 | 175,426,822 |
The following is an analysis of the Group's revenue from continuing operations from its major products and services. Analysis of revenue by category:
Rooms
Food and beverage Shop rental
Event centre hall rental Service charge
Other operating revenue Capacity charge
Energy sent out Ancillary services
Total
30 June | 30 June |
2025 | 2024 |
N'000 | N'000 |
207,092,520 | 162,983,985 |
72,585,136 | 12,442,837 |
279,677,656 | 175,426,822 |
Revenue by Geographical Location
Revenue from within Nigeria Revenue from outside Nigeria
5 | Property, plant and equipment (PPE) | |||||||
Group | Land | Building & improvements | Plant & machinery | Computer & office equipment | Motor vehicles | Capital work in progress | Total | |
Cost | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | |
Balance as at 1 January 2024 | 42,193,553 | 54,218,835 | 203,037,521 | 19,268,618 | 885,621 | 25,835,322 | 345,431,911 | |
Additions | - | 390,425 | 2,677,171 | 1,940,851 | 144,050 | 19,619,937 | 24,772,434 | |
Interest cost capitalised in the year | - | - | - | - | - | 335,918 | 335,918 | |
Reclassification | - | - | 4,659,545 | (248) | - | (4,659,297) | - | |
Disposals | - | - | (74,240) | (21,434) | (16,120) | (451) | (112,245) | |
Balance as at 31 December 2024 | 42,193,553 | 54,609,260 | 210,299,997 | 21,187,789 | 1,013,551 | 41,131,429 | 370,428,018 | |
Balance as at 1 January 2025 | 42,193,553 | 54,609,260 | 210,299,997 | 21,187,789 | 1,013,551 | 41,131,429 | 370,428,018 | |
Additions | 67,258 | 1,226,597 | 942,279 | - | 8,808,095 | 11,044,229 | ||
Interest cost capitalised in the year | - | - | - | - | - | 101,148 | 101,148 | |
Reclassification | - | 6,968,361 | 5,105,671 | 1,500,872 | - | (13,574,904) | - | |
Disposals | - | - | - | (2,038) | (2,800) | - | (4,838) | |
Balance as at 30 June 2025 | 42,193,553 | 61,644,879 | 216,632,265 | 23,628,902 | 1,010,751 | 36,465,768 | 381,568,557 | |
Depreciation and Impairment losses Balance as at 1 January 2024 | - | 8,057,052 | 35,797,333 | 6,456,052 | 601,267 | - | 50,911,703 | |
Depreciation for the period | - | 1,147,006 | 6,482,799 | 1,389,479 | 115,448 | - | 9,134,732 | |
Disposal | - | - | (74,240) | (19,476) | (16,097) | - | (109,813) | |
Balance as at 31 December 2024 | - | 9,204,058 | 42,205,892 | 7,826,055 | 700,618 | - | 59,936,622 | |
Balance as at 1 January 2025 | - | 9,204,058 | 42,205,892 | 7,826,055 | 700,618 | - | 59,936,622 | |
Depreciation for the period | - | 672,411 | 4,134,327 | 825,424 | 50,012 | - | 5,682,174 | |
Disposals | - | (699) | (2,800) | - | (3,499) | |||
Balance as at 30 June 2025 | - | 9,876,470 | 46,340,219 | 8,650,780 | 747,830 | - | 65,615,298 | |
Net book value At 30 June 2025 | 42,193,553 | 51,768,409 | 170,292,046 | 14,978,122 | 262,921 | 36,465,768 | 315,953,259 | |
At 31 December 2024 | 42,193,553 | 45,405,202 | 168,094,105 | 13,361,734 | 312,933 | 41,131,429 | 310,491,396 | |
5 | Property, plant and equipment (continued) | ||||||
Company | Building & improvements | Plant & Machinery | Computer & office equipment | Motor vehicles | Capital work in progress | Total | |
Cost | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | |
Balance as at 1 January 2024 | 43,332 | 22,716 | 121,745 | 7,528 | 902 | 196,223 | |
Additions | 411 | 1,423 | 36,327 | - | - | 38,161 | |
Reclassification | - | - | 451 | - | (451) | - | |
Disposals | - | - | - | (230) | (451) | (681) | |
Balance as at 31 December 2024 | 43,743 | 24,139 | 158,523 | 7,298 | - | 233,703 | |
Balance as at 1 January 2025 | 43,743 | 24,139 | 158,523 | 7,298 | - | - 233,703 | |
Additions | 1,892 | 498 | 8,317 | - | - | 10,708 | |
Disposals | - | - | (699) | - | - | (699) | |
Balance as at 30 June 2025 | 45,635 | 24,637 | 166,141 | 7,298 | - | 243,711 | |
Depreciation and impairment losses | - | ||||||
Balance as at 1 January 2024 | 34,820 | 8,635 | 86,909 | 7,504 | - | 137,868 | |
Depreciation for the period | 3,686 | 2,249 | 20,505 | - | - | 26,440 | |
Disposals | - | - | - | (207) | - | (207) | |
Balance as at 31 December 2024 | 38,506 | 10,884 | 107,414 | 7,297 | - | 164,101 | |
Balance as at 1 January 2025 | 38,506 | 10,884 | 107,414 | 7,297 | - | - 164,101 | |
Depreciation for the period | 2,097 | 1,167 | 12,232 | - | 15,496 | ||
Disposals | (699) | - | - | (699) | |||
Balance as at 30 June 2025 | 40,603 | 12,051 | 118,947 | 7,297 | - | 178,898 | |
Net book value At 30 June 2025 | 5,032 | 12,586 | 47,194 | - | - | 64,812 | |
At 31 December 2024 | 5,237 | 13,255 | 51,109 | 1 | - | 69,602 | |
Group | Company | |||
30 June | 30 June | 30 June | 30 June | |
Depreciation is allocated as follows; | 2025 | 2024 | 2025 | 2024 |
N'000 | N'000 | N'000 | N'000 | |
Cost of sales | 4,035,145 | 2,922,965 | - | - |
Administrative expenses | 1,647,029 | 1,416,820 | 15,496 | 39,459 |
5,682,174 | 4,339,785 | 15,496 | 39,459 | |
All depreciation expenses for the company are charged to administrative expenses. | ||||
Right of use assets | ||||
Group | Company | |||
Cost | N'000 | N'000 | ||
Balance as at 1 January 2024 | 462,151 | 462,151 | ||
Additions | - | - | ||
Balance as at 31 December 2024 | 462,151 | 462,151 | ||
Balance as at 1 January 2025 | 462,151 | 462,151 | ||
Additions | - | - | ||
Balance as at 30 June 2025 | 462,151 | 462,151 | ||
Depreciation and Impairment losses | ||||
Balance as at 1 January 2024 | 287,145 | 287,145 | ||
Depreciation for the period | 56,759 | 56,759 | ||
Balance as at 31 December 2024 | 343,904 | 343,904 | ||
Balance as at 1 January 2025 | 343,904 | 343,904 | ||
Depreciation for the period | 28,380 | 28,380 | ||
Balance as at 30 June 2025 | 372,284 | 372,284 | ||
Net book value At 30 June 2025 | 89,867 | 89,867 | ||
At 31 December 2024 | 118,247 | 118,247 | ||
Group | Company | ||||||
Exploration and | |||||||
Computer | Oil Prospecting | evaluation | Computer | Oil Prospecting | |||
Goodwill | software | License | expenditure | Total | software | License | Total |
N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 | N'000 |
29,971,031 | 429,024 | 5,134,730 | 6,186,861 | 41,721,646 | 12,966 | 5,075,818 | 5,088,784 |
- | 60,567 | - | 5,941,068 | 6,001,635 | - | - | - |
- | - | - | - | - | - | - | - |
29,971,031 | 489,591 | 5,134,730 | 12,127,929 | 47,723,281 | 12,966 | 5,075,818 | 5,088,784 |
29,971,031 | 489,591 | 5,134,730 | 12,127,929 | 47,723,281 | 12,966 | 5,075,818 | 5,088,784 |
- | - | - | - | - | - | - | - |
- | - | - | - | - | - | - | - |
29,971,031 | 489,591 | 5,134,730 | 12,127,929 | 47,723,281 | 12,966 | 5,075,818 | 5,088,784 |
1,011,644 | 289,423 | 15,219 | - | 1,316,286 | 12,966 | - | 12,966 |
- | 42,403 | 5,891 | - | 48,294 | - | - | - |
1,011,644 | 331,826 | 21,110 | - | 1,364,580 | 12,966 | - | 12,966 |
1,011,644 | 331,826 | 21,110 | - | 1,364,580 | 12,966 | - | 12,966 |
- | 19,273 | 2,946 | - | 22,219 | - | - | - |
- | - | - | - | - | - | - | |
1,011,644 | 351,099 | 24,056 | - | 1,386,799 | 12,966 | - | 12,966 |
28,959,387 | 138,492 | 5,110,674 | 12,127,929 | 46,336,482 | - | 5,075,818 | 5,075,818 |
28,959,387 | 157,765 | 5,113,620 | 12,127,929 | 46,358,701 | - | 5,075,818 | 5,075,818 |
Intangible assets
Cost
At 1 January 2024 Addition
Dispoal
As at 31 December 2024
At 1 January 2025 Addition
Disposal
At 30 June 2025
Accumulated amortisation At 1 January 2024 Amortisation charge
As at 31 December 2024
At 1 January 2025 Amortisation charge Impairment charge
At 30 June 2025
Net book value At 30 June 2025
At 31 December 2024
Goodwill is not amortised but tested for impairment annually.
Transnational Corporation Plc
Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 30 June 2025
Group
Company
30 June
31 December
30 June
31 December
2025
2024
2025
2024
N'000
N'000
N'000
N'000
6,900,000
4,600,000
6,900,000
4,600,000
-
2,300,000
-
2,300,000
6,900,000
6,900,000
6,900,000
6,900,000
Investment property
At 1 January
Net gain from fair value remeasurement
Company
30 June
31 December
2025
2024
N'000
N'000
25,470,755
25,470,755
47,500
47,500
26,670,798
26,670,798
50,920
50,920
52,239,973
52,239,973
Investment in subsidiaries
Transcorp Hotels Plc
Trans Afam Nigeria Limited Transcorp Power Plc
Other subsidiaries
Company
30 June
31 December
2025
2024
N'000
N'000
52,239,973
52,539,631
-
-
-
-
-
(299,658)
52,239,973
52,239,973
Movement in investment in subsidiaries is analysed as follows:
At 1 January
Transfer to Intercompany Addition / (Disposal) in Investment Disposal of Investment
Material partly-owned subsidiaries
Proportion of equity interest held by non-controlling interests:
30 June 2025 | 31 December 2024 | ||||
Transcorp Hotels Plc | Nigeria | 23.84 % | 23.84 % | ||
Transcorp Power Plc | Nigeria | 49.01 % | 49.01 % | ||
TransAfam Power Limited | Nigeria | 5.00 % | 5.00 % | ||
9 | Deferred tax liability | Group | Company | ||
30 June | 31 December | 30 June | 31 December | ||
2025 | 2024 | 2025 | 2024 | ||
N'000 | N'000 | N'000 | N'000 | ||
Deferred tax liability | 28,599,681 | 28,382,895 | - | - | |
Deferred tax asset | (5,141,419) | (6,884,101) | - | - | |
Total net Deferred tax liability | 23,458,262 | 21,498,794 | - | - | |
Subsidiary
Country of incorporation
% Ownership interest held by non-controlling interest
Group | Company | ||
30 June | 31 December | 30 June | 31 December |
2025 | 2024 | 2025 | 2024 |
N'000 | N'000 | N'000 | N'000 |
4,320,397 | 3,690,743 | - | - |
515,565 | 589,729 | - | - |
445,577 | 403,250 | - | - |
5,281,539 | 4,683,722 | - | - |
10 Inventories
Engineering spares Guest supplies Fuel
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