Transnational Corporation Of Nigeria PlcNSENG: TRANSCORP

Quarter 1 - financial statement for 2026

· Issued by Transnational Corporation Of Nigeria Plc


Transnational Corporation Plc

Unaudited Condensed Consolidated and Separate Financial Statements

For the Period Ended 31 March 2026

Transnational Corporation Plc

Unaudited Consolidated and Separate Financial Statements

For the Period Ended 31 March 2026

Content Page

Corporate Information 3

Statement of Directors Responsibilities 4

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 5

Consolidated and Separate Statements of Financial Position 6

Consolidated and Separate Statements of Changes in Equity 7

Consolidated and Separate Statements of Cash Flows 9

Notes to the Consolidated and Separate Financial Statements 10

Transnational Corporation Plc

Unaudited Consolidated and Separate Financial Statements

For the Period Ended 31 March 2026

CORPORATE INFORMATION

Country of incorporation and domicile:

Directors:

Mr. Tony O. Elumelu, CFR

Dr. (Mrs) Foluke K. Abdulrazaq, OON

Dr. (Mrs) Owen Omogiafo, OON

Mr. Victor Famuyibo

Dr. Stanley Lawson

Mr. Oliver Andrews

Mallam Ahmadu Sambo

Dr. (Mrs) Toyin Sanni

Mr. Chiugo Ndubisi

Nigeria

Chairman

Vice Chairman / Independent Non-Executive Director

President/Group Chief Executive Officer

Independent Non-Executive Director

Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Non-Executive Director

Non-Executive Director

Ms. Atinuke Kolade

38 Glover Road

Ikoyi

Lagos, Nigeria.

Group Company Secretary:

38 Glover Road

Ikoyi

Lagos, Nigeria.

Registered office:

Africa Prudential Plc

220B Ikorodu Road

Palmgrove, Lagos.

Registration number: RC 611238 Tax identification Number 01020694-0001

Registrars:

United Bank for Africa Plc

First Bank of Nigeria Limited

Principal bankers:

Deloitte & Touche

Chartered Accountants

Civic Towers, Plot GA 1 Ozumba Mbadiwe Avenue

Victoria Island, Lagos

Nigeria.

Auditors:

Investors Relations Manager: Mr. Festus Izevbizua

festus.izevbizua@transcorpgroup.com

Investors Relations Portal: https://transcorpgroup.com/investor-relations/

3

Transnational Corporation Plc

Unaudited Consolidated and Separate Financial Statements

For the Period Ended 31 March 2026

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors of Transnational Corporation Plc accept responsibility for the preparation of the unaudited consolidated and separate financial statements that give a true and fair view of the financial position of the Group as at 31 March 2026, and the results of its operations, cash flows and changes in equity for the period 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:

a)

properly selecting and applying accounting policies

b)

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

c)

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 period ended 31 March 2026 were approved by the Directors on 24 April, 2026.

On behalf of the Directors of the Company

Chiugo Ndubisi

Director

FRC/2013/PRO/ICAN/001/00000001565

Dr. (Mrs) Owen Omogiafo, OON

President/GCEO

FRC/2019/PRO/DIR/003/00000019827





4

Transnational Corporation Plc Unaudited Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income

For the Period Ended 31 March 2026

Note

Group

Company

31 March

2026

N'000

31 March

2025

N'000

31 March

2026

N'000

31 March

2025

N'000

Revenue Cost of sales

19

20

125,138,942

(54,555,488)

143,707,763

(70,399,774)

16,025,207

-

11,948,502

-

Gross profit

70,583,454

73,307,989

16,025,207

11,948,502

Other income

21

553,732

143,814

57,688

13,164

Impairment loss on financial assets

11.2

(2,541,700)

(3,149,920)

(96,698)

(116,666)

Administrative expenses

23

(18,410,140)

(15,993,913)

(1,996,483)

(1,535,154)

Operating profit

50,185,346

54,307,970

13,989,714

10,309,846

Finance Income/(Cost)- Net

24

1,276,392

(4,272,081)

(566,642)

(1,652,513)

Foreign exchange loss on financing

25

activities

(793,614)

(628,746)

(2,470)

(10,858)

Profit before taxation

Taxation

16

50,668,124

(12,774,438)

49,407,143

(12,674,898)

13,420,602

(1,458,464)

8,646,475

(936,337)

Profit for the period

37,893,686

36,732,245

11,962,138

7,710,138

Profit attributable to: Owners of the parent Non controlling interest

33

21,953,876

15,939,810

19,519,365

17,212,880

11,962,138

-

7,710,138

-

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 acturial assumptionts (net of tax

22

4,453,765

-

1,398,113

-

2,390,051

1,395,109

Items that will be reclassified to profit or loss

-

-

-

-

Total comprehensive income for the period

42,347,451

38,130,358

14,352,189

9,105,247

Attributable to:

20,916,762

17,213,596

14,352,189

-

9,105,247

-

Owners of the parent Non controlling interest

25,447,196

16,900,255

Basic EPS (kobo)

26

216

192

118

76

Diluted EPS (kobo)

26

216

192

118

76

The accompanying notes are an integral part of these financial statements.

Transnational Corporation Plc Unaudited Consolidated and Separate Statement of Financial Position

As at 31 March 2026

Note

Group

Company

31 March

2026

N'000

31 December

2025

N'000

31 March

2026

N'000

31 December

2025

N'000

Assets

Non-current assets

Property, plant and equipment

5

311,352,578

312,763,305

632,754

554,303

Right of use assets

5

47,298

61,488

47,298

61,488

Goodwill

6

28,959,387

28,959,387

-

-

Other intangible assets

6

16,099,667

11,714,783

5,075,818

5,075,818

Investment properties

7

17,000,000

17,000,000

17,000,000

17,000,000

Investment in subsidiaries

8

-

-

52,239,973

52,239,973

Investment in financial assets

13

61,625,493

46,171,728

31,527,277

24,137,226

Other Investment

32

1,800,450

12,800,450

400,100

5,400,100

Prepayments and other assets

12

18,010

17,454

18,010

17,454

Long-term receivables

11.1

1,575,000

1,631,250

-

-

438,477,883

431,119,845

106,941,230

104,486,362

Current assets

Inventories

10

7,115,815

5,809,095

-

-

Deposit for investment

-

-

28,385,000

28,385,000

Trade and other receivables

11.1

598,050,595

542,098,681

24,639,905

31,086,297

Prepayments and other assets Cash and cash equivalents

12

14

4,313,547

31,419,679

1,430,049

21,884,952

319,774

2,129,668

84,263

1,020,816

640,899,636

571,222,777

55,474,347

60,576,376

Total assets

1,079,377,519

1,002,342,622

162,415,577

165,062,738

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

23,731,073

203,136,408

20,237,753

181,182,532

21,067,663

85,592,833

18,677,612

73,630,695

Equity attributable to owners of the parent

Non controlling interest

33

253,441,348

139,361,326

227,994,152

125,391,254

133,234,363

-

118,882,174

-

Total equity

392,802,674

353,385,406

133,234,363

118,882,174

Liabilities

Non-current liabilities

Borrowings (long term)

17

58,212,293

35,183,170

-

5,563,355

Deposit for shares

18

84,590,000

84,590,000

-

-

Defined Benefit Liability

36

443,371

359,213

-

-

Contract Liabilities

34

1,642,874

1,681,080

-

-

Deferred income Deferred tax liability

35

9

92,397

24,308,806

202,701

24,490,972

-961,131

-961,131

169,289,741

146,507,136

961,131

6,524,486

Current liabilities

Trade and other payables

15

394,190,911

368,571,337

10,399,857

8,178,212

Borrowings (short term)

17

17,356,122

40,280,149

13,587,257

28,687,112

Contract Liabilities

34

1,220,790

1,077,889

-

-

Deferred income

35

463,438

476,500

16,250

32,500

Defined Benefit Liability Tax Payable

36

16

98,326

103,955,517

84,159

91,960,046

-4,216,719

-2,758,254

517,285,104

502,450,080

28,220,083

39,656,078

Total liabilities

686,574,845

648,957,216

29,181,214

46,180,564

Net equity and liabilities

1,079,377,519

1,002,342,622

162,415,577

165,062,738

Dr. (Mrs) Owen Omogiafo, OON







The Unaudited financial statements were approved and authorised for issue by the Board of Directors on 24 April 2026 and were signed on its behalf by

Chiugo Ndubisi

Director

FRC/2013/PRO/ICAN/001/00000001565

President/Group Chief Executive Officer FRC/2019/PRO/DIR/003/00000019827

Festus Izevbizua

Group Chief Finance Officer FRC/2013/PRO/ICAN/001/00000001628

The accompanying notes are an integral part of these financial statements.

Transnational Corporation Plc

Unaudited Consolidated and Separate Statement of Changes in Equity

For the Period Ended 31 March 2026

Group

Attributable to owners of the parent

Share

Total

Non

Total equity

Share

Share

Reconstruction

Other

Retained

Attributable to

Controlling

capital

premium

Reserve

reserves

earnings

parents owner

interest

N'000

N'000

N'000

N'000

N'000

N'000

N'000

N'000

As at 1 January 2025

5,080,999

6,249,871

15,242,997

14,112,173

105,555,760

146,241,800

93,951,248

240,193,048

Profit /(Loss) for the period

-

-

-

85,788,771

85,788,771

50,121,099

135,909,870

Transfer to share reconstruction reserve

-

-

-

-

-

-

-

-

Adjustment for disposal of shares

-

-

-

-

-

-

-

-

Dividend Paid

-

-

-

-

(10,161,999)

(10,161,999)

(20,185,243)

(30,347,242)

Other comprehensive income

-

-

6,125,580

-

6,125,580

1,504,150

7,629,730

Balance at 31 December 2025

5,080,999

6,249,871

15,242,997

20,237,753

181,182,532

227,994,152

125,391,254

353,385,406

As at 1 January 2026

5,080,999

6,249,871

15,242,997

20,237,753

181,182,532

227,994,152

125,391,254

353,385,406

Profit for the period

-

-

-

-

21,953,876

21,953,876

15,939,810

37,893,686

Dividend paid

-

-

-

-

-

-

(2,930,183)

(2,930,183)

Transfer to share reconstruction reserve

-

-

-

-

-

-

-

-

Adjustment to the opening balance

-

-

-

-

-

Other comprehensive income

-

-

-

3,493,320

-

3,493,320

960,445

4,453,765

Balance at 31 March 2026

5,080,999

6,249,871

15,242,997

23,731,073

203,136,408

253,441,348

139,361,326

392,802,674

The accompanying notes are an integral part of these financial statements.

Transnational Corporation Plc

Unaudited Consolidated and Separate Statement of Changes in Equity

For the Period Ended 31 March 2026

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 2025

5,080,999

6,249,871

15,242,997

14,346,323

34,514,637

75,434,827

Profit for the period

-

-

-

-

49,278,057

49,278,057

Dividend paid

-

-

-

-

(10,161,999)

(10,161,999)

Other comprehensive income

-

-

-

4,331,289

-

4,331,289

Balance at 31 December 2025

5,080,999

6,249,871

15,242,997

18,677,612

73,630,695

118,882,174

As at 1 January 2026

5,080,999

6,249,871

15,242,997

18,677,612

73,630,695

118,882,174

Profit for the period

-

-

-

-

11,962,138

11,962,138

Dividend paid

-

-

-

-

-

-

Other comprehensive income

-

-

-

2,390,051

-

2,390,051

Balance at 31 March 2026

5,080,999

6,249,871

15,242,997

21,067,663

85,592,833

133,234,363

The accompanying notes are an integral part of these financial statements.

Transnational Corporation Plc

Unaudited Consolidated and Separate Statement of Cash Flows For the Period Ended 31 March 2026

Group

Company

Note

31 March

2026

N'000

31 March

2025

N'000

31 March

2026

N'000

31 March

2025

N'000

Cash flows from operating activities

Cash generated from/(used in) operations

28

12,742,560

(74,368,590)

22,425,756

772,168

Tax paid

-

(205,685)

-

-

Net cash flows generated from operating activities

12,742,560

(74,574,275)

22,425,756

772,168

Dividend Income on equity security

-

-

-

-

Interest received

3,723,595

2,534,750

716,898

632,503

Purchase of other intangible assets

(84,952)

-

-

-

Insurance claim received

115,000

-

-

Proceed from Scrap assets

205,000

Proceed from sale of property, plant and equipment

8,088

699

-

699

Purchase of property, plant and equipment

(1,842,450)

(2,527,227)

(84,582)

(7,013)

Net Cash flow Generated/(Used) in investing activities

2,124,281

8,222

632,316

626,189

Cash flows from financing activities

Net movement in borrowings

-

25,482,615

-

641,756

Dividend paid

(2,930,183)

-

-

-

Proceeds from borrowings

54,918,270

-

-

-

Deposit for shares

-

56,655,000

-

-

Repayment of borrowings

17.1

(51,135,980)

-

(20,445,472)

Interest paid

17.1

(6,124,397)

(6,806,831)

(1,501,278)

(2,285,016)

Net Cash flow Generated/(Used) in financing activities

(5,272,290)

75,330,784

(21,946,750)

(1,643,260)

Net increase in cash and cash equivalents

9,594,551

764,731

1,111,322

(244,903)

Cash and cash equivalents at the beginning of the period

21,884,952

17,966,955

1,020,816

927,838

Foreign exchange loss/(gain) on cash and cash equivalents

(59,824)

(49,114)

(2,470)

-

Cash and cash equivalents at the end of the period

31,419,679

18,682,572

2,129,668

682,935

The accompanying notes are an integral part of these financial statements.

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements

For the Period Ended 31 March 2026

1.

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 Nigerian 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.

1.1

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.

2.

Summary of Material Accounting Policies

Basis of preparation

The condensed unaudited 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 unaudited 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.

2.1

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.

2.2

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 Directors/CEOs of respective Subsidiary Companies.

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

3

Fair value estimation

Assets and liabilities which are 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 31 March 2026

Level 1

Level 2

Level 3

Total

Assets

Financial assets at fair value through other comprehensive income

Group

Equity securities at fair value through OCI

61,625,493

-

-

61,625,493

Company

Equity securities at fair value through OCI

31,527,277

-

-

31,527,277

At 31 December 2025

Level 1

Level 2

Level 3

Total

Assets

Financial assets at fair value through other comprehensive income

Group

Equity securities at fair value through OCI

46,171,728

-

-

46,171,728

Company

Equity securities at fair value through OCI

24,137,226

-

-

24,137,226

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.

4

Segment analysis

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. and indirect subsidiaries, Transcorp Hotels Ikoyi Limited, Transcorp Hotels Port Harcourt Limited and Aura by Transcorp Hotels. These entities render hospitality services to customers.

The Group

i

ii

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.

iii

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.

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

4

Segment analysis (continued)

iv

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.

v

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 31 March 2026

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

22,412,993

-

-

116,598,425

16,025,207

(29,897,683)

125,138,942

Cost of sales

(5,217,540)

-

-

(63,210,425)

-

13,872,477

(54,555,488)

Other income

178,191

40,900

-

314,665

57,688

(37,712.00)

553,732

Finance cost

(542,468)

-

-

2,792,063

(475,242)

(497,961)

1,276,392

Depreciation

(1,094,554)

-

-

(3,596,223)

(20,320)

-

(4,711,097)

Amortisation

(18,089)

(1,439,831)

-

-

-

-

(1,457,920)

Profit/(loss) before

taxation

7,078,454

(1,475,925)

-

41,096,246

13,420,602

(9,451,253)

50,668,124

Segmental assets

165,533,844

19,912,021

16,753

831,978,133

162,415,577

(100,478,810)

1,079,377,519

Segmental liabilities

(76,734,442)

(35,183,980)

(19,945)

(611,841,068)

(29,181,214)

66,385,804

(686,574,845)

Net assets

88,799,402

(15,271,959)

(3,192)

220,137,065

133,234,363

(34,093,006)

392,802,674

As at 31 March 2025

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

21,005,904

-

-

126,824,979

11,948,502

(16,071,622)

143,707,763

Cost of sales

(5,166,158)

-

-

(69,356,737)

-

4,123,121

(70,399,774)

Other income

129,923

277

-

-

13,614

143,814

Finance cost

(969,171)

-

-

(3,552,644)

(2,285,016)

2,534,750

(4,272,081)

Depreciation and amortisation

(674,352)

-

-

(2,060,295)

(21,895)

-

(2,756,542)

Profit/(loss) before taxation

6,156,914

-

-

43,868,626

8,646,475

(9,264,872)

49,407,143

152,245,896

18,270,399

16,753

646,426,032

146,355,424

(132,804,905)

-

Segmental assets

830,509,599

Segmental liabilities

(66,677,402)

(26,205,225)

(19,945)

(482,047,196)

(61,797,892)

103,196,868

(533,550,792)

Net assets

85,568,494

(7,934,826)

(3,192)

164,378,836

84,557,532

(29,608,037)

296,958,807

Revenues from transactions with other operating segments relates to dividend income from Transcorp Hotels Plc and Transcorp Power Plc to the Company, and management fees from subsidiaries.

The totals presented for the Group's operating segments reconciled to the key financial figures as presented in its financial statements as follows:

31 March

2026

31 March

2025

N'000

N'000

155,036,625

159,779,385

(29,897,683)

(16,071,622)

125,138,942

143,707,763

Revenue

Total revenue for reportable segments

Elimination of inter-segment revenue (i)

External revenue

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

4 Segment analysis (continued)

31 March

31 March

2026

2025

N'000

N'000

60,119,377

58,672,015

(9,451,253)

(9,264,872)

50,668,124

49,407,143

Profit or loss

Total profit/(loss) for reportable segments Elimination of inter-segment profits (ii) Consolidated profit or (loss) before taxation

31 March

31 December

2026

2025

1,179,856,329

1,117,989,724

(100,478,810)

(115,647,102)

1,079,377,519

1,002,342,622

752,960,649

730,633,311

(66,385,804)

(81,676,095)

686,574,845

648,957,216

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:

  1. Elimination of inter-segment revenue relates to dividend income and management fees from Transcorp Power Plc, Transafam Power Limited and Transcorp Hotels Plc to Transnational Corporation Plc.

  2. Elimination of inter-segment profits relates to dividend income between the segments and other income arising from transactions with non-controlling interests.

  3. 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 account for the consolidation eliminations of total assets of reportable segments. Inter-segment receivables were also eliminated to arrive at the consolidated total assets.

  4. Inter-segment payables, dividend payable to segments within the Group and management fees payable and interest payable towithin the group account for the consolidation eliminations in total liabilities of the reportable segments.

Entity-wide information

31 March

31 March

2026

2025

N'000

N'000

15,757,958

14,664,821

5,576,746

5,652,040

442,477

433,365

153,131

-

223,331

114,835

259,350

140,843

23,556,790

26,625,878

79,164,659

96,071,481

4,500

4,500

125,138,942

143,707,763

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

31 March

31 March

2026

2025

N'000

N'000

95,748,335

108,345,560

29,390,607

35,362,203

125,138,942

143,707,763

Revenue by Geographical Location

Revenue from within Nigeria Revenue from outside Nigeria

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

5

Property, plant and equipment (PPE)

Group

Building & improvements

Plant & machinery

Computer & office equipment

Capital work in

progress

Land

Motor vehicles

Total

Cost

N'000

N'000

N'000

N'000

N'000

N'000

N'000

Balance as at 1 January 2025

42,193,553

54,609,259

210,299,997

21,187,788

1,013,551

41,131,429

370,428,018

Additions

-

110,895

2,239,745

2,491,135

1,631,140

14,893,687

21,366,602

Interest cost capitalised in the year

-

-

-

-

-

101,148

101,148

Write-off

-

-

(3,693,991)

-

(134,634)

(85,655)

(3,914,280)

Reclassification

-

7,733,709

20,287,117

1,869,888

-

(29,890,714)

-

Adjustment *

-

-

-

-

-

(907,322.00)

(907,322)

Disposals

-

(31,421)

(7,570)

(150,799)

(61,448)

-

(251,238)

Balance as at 31 December 2025

42,193,553

62,422,442

229,125,298

25,398,013

2,448,609

25,242,573

386,822,928

Balance as at 1 January 2026

Additions

Reclassification

Disposals

Balance as at 31 March 2026

42,193,553

62,422,442

229,125,298

25,398,013

2,448,609

25,242,573

386,822,928

68,145

-

263,323

1,033,998

476,984

1,842,450

-

87,598

825,072

2,088,905

-

(3,001,575)

-

-

-

-

(1,091)

-

(1,091)

42,193,553

62,578,185

229,950,370

27,749,150

3,482,607

22,717,982

388,664,287

Depreciation and Impairment losses

Balance as at 1 January 2025

Depreciation for the period

Write off

Impairment

Disposal

- 9,204,058

42,205,892

7,826,055

700,618

-

59,936,622

- 1,440,165

8,378,008

1,737,712

180,345

-

11,736,230

- -

(2,256,435)

-

(8,975)

-

(2,265,410)

- -

4,885,620

-

-

-

4,885,620

- (28,809)

(7,570)

(146,967)

(50,093)

-

(233,439)

Balance as at 31 December 2025

Balance as at 1 January 2026

Depreciation for the period

Disposals

Wtie off

-

10,615,414

53,205,515

9,416,800

821,895

-

74,059,623

-

10,615,414

53,205,515

9,416,800

821,895

-

74,059,623

-

392,419

2,171,158

512,963

176,637

-

3,253,177

-

-

-

-

-

-

-

-

-

(1,091)

-

-

(1,091)

-

11,007,833

55,376,673

9,928,672

998,532

-

77,311,709

Balance as at 31 March 2026

Net book value

At 31 March 2026

At 31 December 2025

42,193,553

51,570,352

174,573,697

17,820,478

2,484,075

22,717,982

311,352,578

42,193,553

51,807,028

175,919,783

15,981,213

1,626,714

25,242,573

312,763,305

*The adjustment relates to certain costs in Capital work in progress which were expensed during the year as it did not meet the recognition criteria for Property, Plant and Equipment (PPE) under applicable accounting standards.

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

Net book value

At 31 March 2026

At 31 December 2025

645

10,817

41,714

-

579,578

632,754

872

11,407

38,860

-

503,163

554,303

5

Property, plant and equipment (continued)

Company

Cost

Balance as at 1 January 2025

Additions

Reclassification

Disposals

Balance as at 31 December 2025

Building &

improvements

Plant &

Machinery

Computer &

office equipment

Motor vehicles

Capital work in

progress

Total

N'000

N'000

N'000

N'000

N'000

N'000

43,743

24,139

158,523

7,298

-

233,703

1,892

498

13,772

-

503,163

519,325

-

-

-

-

-

(31,421)

-

(7,197)

-

(38,618)

14,214

24,637

165,098

7,298

503,163

714,410

-

14,214

24,637

165,098

7,298

503,163

714,410

-

-

8,167

-

76,415

84,582

-

-

-

-

-

-

14,214

24,637

173,265

7,298

579,578

798,992

-

38,506

10,884

107,414

7,298

-

164,101

3,645

2,346

23,518

-

-

29,509

(28,809)

-

(4,694)

-

-

(33,503)

13,342

13,230

126,238

7,298

-

160,107

-

13,342

13,230

126,238

7,298

-

160,108

227

590

5,313

-

6,130

-

-

13,569

13,820

131,551

7,298

-

166,238

Balance as at 1 January 2026

Additions

Disposals

Balance as at 31 March 2026

Depreciation and impairment losses

Balance as at 1 January 2025

Depreciation for the period

Disposals

Balance as at 31 December 2025

Balance as at 1 January 2026

Depreciation for the period

Disposals

Balance as at 31 March 2026

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

Group

Company

31 March

2026

31 March

2025

31 March

2026

31 March

2025

N'000

N'000

N'000

N'000

2,063,114

2,011,186

-

-

1,190,063

741,400

6,130

7,704

3,253,177

2,752,586

6,130

7,704

Depreciation is allocated as follows;

Cost of sales

Administrative expenses

All depreciation expenses for the company are charged to administrative expenses.

Group

Company

N'000

N'000

Right of use assets Cost

Balance as at 1 January 2025

Additions

Balance as at 31 December 2025

462,151

462,151

-

-

462,151

462,151

Balance as at 1 January 2026

Additions

Balance as at 31 March 2026

462,151

462,151

-

-

462,151

462,151

Depreciation and Impairment losses

Balance as at 1 January 2025

Depreciation for the period

Balance as at 31 December 2025

343,904

343,904

56,759

56,759

400,663

400,663

Balance as at 1 January 2026

Depreciation for the period

Balance as at 31 March 2026

400,663

400,663

14,190

14,190

414,853

414,853

Net book value

At 31 March 2026

At 31 December 2024

47,298

47,298

61,488

61,488

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

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

489,591

11,577,562

11,444,422

53,482,606

12,966

5,075,818

5,088,784

-

128,110

-

-

128,110

-

-

-

-

-

-

-

-

-

-

-

29,971,031

617,701

11,577,562

11,444,422

53,610,716

12,966

5,075,818

5,088,784

29,971,031

617,701

11,577,562

11,444,422

53,610,716

12,966

5,075,818

5,088,784

-

84,952

5,759,325

-

5,844,277

-

-

-

-

-

-

-

-

-

-

-

29,971,031

702,653

17,336,887

11,444,422

59,454,993

12,966

5,075,818

5,088,784

(1,011,644)

(331,826)

(5,780,435)

-

(7,123,905)

12,966

-

12,966

-

-

-

-

-

(47,425)

(5,765,216)

-

(5,812,641)

-

-

-

(1,011,644)

(379,251)

(11,545,651)

-

(12,936,546)

12,966

-

12,966

(1,011,644)

(379,251)

(11,545,651)

-

(12,936,546)

12,966

-

12,966

-

(18,089)

(1,441,304)

-

(1,459,393)

-

-

-

-

-

-

-

-

-

-

(1,011,644)

(397,340)

(12,986,955)

-

(14,395,939)

12,966

-

12,966

28,959,387

305,313

4,349,932

11,444,422

45,059,054

-

5,075,818

5,075,818

28,959,387

238,450

31,911

11,444,422

40,674,170

-

5,075,818

5,075,818

6 Intangible assets

Cost

At 1 January 2025 Addition

Dispoal

As at 31 December 2025

At 1 January 2025 Addition

Disposal

At 31 March 2026

Accumulated amortisation & Imapairment

At 1 January 2025 Impairment charge Amortisation charge

As at 31 December 2025

At 1 January 2025 Amortisation charge Impairment charge

At 31 March 2026

Net book value At 31 March 2026

At 31 December 2025

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 31 March 2026

7

Investment properties

At 1 January

Net gain from fair value remeasurement

Group

Company

31 March

2026

31 December

2025

31 March

2026

31 December

2025

N'000

N'000

N'000

N'000

17,000,000

6,900,000

17,000,000

6,900,000

-

10,100,000

-

10,100,000

17,000,000

17,000,000

17,000,000

17,000,000

8.1

Material partly-owned subsidiaries

Proportion of equity interest held by non-controlling interests:

Subsidiary

Country of incorporation

% Ownership interest held by

non-controlling interest

31 March

2026

31 December

2025

Transcorp Hotels Plc

Nigeria

23.84 %

23.84 %

Transcorp Power Plc

Nigeria

49.01 %

49.01 %

TransAfam Power Limited

Nigeria

2.45 %

2.45 %

Company

31 March

2026

31 December

2025

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

Group

Company

31 March

2026

31 December

2025

31 March

2026

31 December

2025

N'000

N'000

N'000

N'000

37,106,595

36,889,809

1,603,131

1,603,131

(12,797,789)

(12,398,837)

(642,000)

(642,000)

24,308,806

24,490,972

961,131

961,131

Group

Company

31 March

2026

31 December

2025

31 March

2026

31 December

2025

N'000

N'000

N'000

N'000

6,027,645

5,009,498

-

-

531,557

452,322

-

-

556,613

347,275

-

-

7,115,815

5,809,095

-

-

8

Investment in subsidiaries

Transcorp Hotels Plc

Trans Afam Nigeria Limited

Transcorp Power Plc

Other subsidiaries

9

Deferred tax liability

Deferred tax liability

Deferred tax asset

Total net Deferred tax liability

10

Inventories

Engineering spares

Guest supplies

Fuel

Transnational Corporation Plc Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

Group

Company

31 March

31 December

31 March

31 December

2026

2025

2026

2025

N'000

N'000

N'000

N'000

635,317,966

576,880,602

26,682,057

33,031,751

-

-

-

-

635,317,966

576,880,602

26,682,057

33,031,751

(35,692,371)

(33,150,671)

(2,042,152)

(1,945,454)

599,625,595

543,729,931

24,639,905

31,086,297

598,050,595

1,575,000

542,098,681

1,631,250

24,639,905

-

31,086,297

-

599,625,595

543,729,931

24,639,905

31,086,297

  1. Trade and other receivables

    Trade receivables and Other receivables Related Parties

    Less: provision for impairment (note 11.2)

    1. Current Non-current

      Group

      Company

      31 March

      31 December

      31 March

      31 December

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      33,150,671

      18,563,925

      1,945,453

      1,909,830

      2,541,700

      12,805,370

      96,698

      35,623

      1,781,376

      -

      -

      35,692,371

      33,150,671

      2,042,151

      1,945,453

    2. Movement in impairment allowance

      Opening balance

      Addition during the period/year Writeback/write off during the period

      Group

      Company

      31 March

      31 December

      31 March

      31 December

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      4,313,547

      1,338,148

      332,507

      101,717

      18,010

      109,355

      5,277

      -

      4,331,557

      1,447,503

      337,784

      101,717

      18,010

      17,454

      18,010

      17,454

      4,313,547

      1,430,049

      319,774

      84,263

  2. Prepayments and Other Assets

    Prepayments

    Other prepaid expenses

    Non-current Current

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    46,171,728

    18,217,915

    24,137,226

    16,428,215

    -

    -

    -

    -

    11,000,000

    20,377,722

    5,000,000.00

    3,377,722

    4,453,765

    7,576,091

    2,390,051

    4,331,289

    61,625,493

    46,171,728

    31,527,277

    24,137,226

    -

    61,625,493

    -

    46,171,728

    -

    31,527,277

    -

    24,137,226

  3. Investment in financial assets

    Equity investments at fair value through other comprehensive income

    At 1 January

    Additions during the year

    Reclassified from other investment (note 32) Movement in other comprehensive income for current period

    Total investment in financial assets

    Split between non-current and current portions

    Current

    Non-current assets

    Transnational Corporation Plc Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    33,412

    42,176

    28

    1,474

    14,183,326

    13,231,502

    1,176,875

    66,577

    17,202,941

    8,611,274

    952,765

    952,765

    31,419,679

    21,884,952

    2,129,668

    1,020,816

  4. Cash and cash equivalents

    Cash on hand Cash at banks Short term deposit

    Cash and bank balance

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    292,268,123

    279,651,163

    -

    -

    97,696,077

    83,983,784

    6,237,331

    4,139,865

    88,298

    88,298

    -

    -

    1,743,225

    2,452,904

    2,382,485

    2,258,306

    2,233,610

    2,233,610

    1,780,041

    1,780,041

    161,578

    161,578

    -

    -

    394,190,911

    368,571,337

    10,399,857

    8,178,212

  5. Trade and other payables

    Trade Creditors

    Accruals and other liabilities Dividend payable

    Other payable Unclaimed Dividend Advance Deposit

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    11,566,187

    10,785,761

    1,286,473

    17,027

    429,285

    -

    171,992

    -

    -

    -

    432

    -

    1,310,059

    -

    -

    11,995,472

    -778,966

    12,095,820

    918,878

    (339,800)

    1,458,464

    -

    -

    17,459

    918,878

    -

    12,774,438

    12,674,898

    1,458,464

    936,337

  6. Taxation

    Income tax Development Levy Police levy Education tax

    Tax on franked investment income Deferred tax

    the rate of 4% on assessable profits of companies. The Development Levy was established to consolidate the former Education Tax and Policy Levy into a single unified levy.

    Accordingly, the Development Levy replaces the Education Tax previously charged under the Tertiary Education Trust Fund (Establishment, etc.) Act as well as the Policy Levy previously applicable under relevant tax regulations. The levy is charged on the same profit base as companies income tax and is payable to the Nigeria Revenue Service (NRS).

    For the period ended 31 March 2026, the Development Levy has been computed in accordance with the provisions of the

    NTA, 2025 and has been recognised as part of the Company's tax charge for the year.

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    91,960,046

    56,922,272

    2,758,255

    1,005,585

    11,995,469

    38,813,725

    1,458,464

    2,482,233

    -

    (3,775,951)

    -

    (729,563)

    103,955,517

    91,960,046

    4,216,719

    2,758,255

    The movement in tax payable is as follows:

    At 1 January

    Provision for the period Payment during the period

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    17,356,122

    40,280,149

    13,587,257

    28,687,112

    -

    -

    17,356,122

    40,280,149

    13,587,257

    28,687,112

  7. Borrowings

Falling due within one year

58,212,293

35,183,170

-

5,563,355

58,212,293

35,183,170

-

5,563,355

75,568,415

75,463,319

13,587,257

34,250,467

Group

Company

31 March

31 December

31 March

31 December

2026

2025

2026

2025

N'000

N'000

N'000

N'000

75,463,319

88,512,242

34,250,467

34,814,522

54,918,270

23,526,569

-

-

2,447,203

18,528,701

1,283,540

6,290,229

(51,135,980)

(38,294,853)

(20,445,472)

(1,915,941)

(6,124,397)

(16,809,340)

(1,501,278)

(4,938,342)

Falling due after one year

17.1

Total

As at 1 January Additions Effective interest

Principal repayments Interest repayments

75,568,415 75,463,319 13,587,257 34,250,467

Transnational Corporation Plc

Group

Company

31 March

31 March

31 March

31 March

2026

2025

2026

2025

N'000

N'000

N'000

N'000

2,410,000

2,410,000

-

-

82,180,000

82,180,000

-

-

84,590,000

84,590,000

-

-

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

Deposit for shares-THIL Deposit for shares-TAPL

Group

Company

31 March

31 March

31 March

31 March

2026

2025

2026

2025

N'000

N'000

N'000

N'000

15,757,958

14,664,821

-

-

5,576,746

5,652,040

-

-

442,477

433,365

-

-

153,131

-

-

-

223,331

114,835

-

-

259,350

140,843

4,035,960

-

-

-

9,360,084

9,188,784

23,556,790

26,625,878

-

-

79,164,659

96,071,481

-

-

-

-

2,629,163

2,759,718

4,500

4,500

-

-

125,138,942

143,707,763

16,025,207

11,948,502

  1. Revenue

    The group derives the following types of revenue: Rooms

    Food and beverage Shop rental

    Event centre hall rental Service charge

    Other operating revenue Dividend income Capacity charge

    Energy sent out

    Management fees from subsidiaries Ancillary services

    Other Operating revenue represents the op

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    1,793,967

    2,045,767

    -

    -

    716,357

    493,154

    -

    -

    3,297,099

    3,022,993

    -

    -

    39,643,338

    53,321,495

    -

    -

    5,013,323

    4,250,803

    -

    -

    1,657,281

    1,842,970

    -

    -

    2,063,114

    2,011,186

    -

    -

    371,009

    267,043

    -

    -

    -

    3,144,363

    -

    -

    54,555,488

    70,399,774

    -

    -

  2. Cost of sales

    Rooms Staff costs

    Food and beverage Natural gas and fuel costs Other direct expenses Repairs and maintenance Depreciation

    Insurance

    Other operating cost

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    -

    -

    -

    -

    8,088

    664

    -

    664

    -

    -

    -

    -

    -

    -

    -

    -

    16,250

    12,500

    16,250

    12,500

    529,394

    130,650

    41,438

    -

    553,732

    143,814

    57,688

    13,164

  3. Other income

    Dividend income on equity securities Profit/ (loss) on fixed asset disposal Gain on sales of investment

    Foreign exchange gain/(loss) Rental Income

    Other income*

    *Included in other income is the insurance claim of N115 million on burnt motor vehiche and scrap assets sold of N205 million.

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    4,453,765

    1,398,113

    2,390,051

    1,395,109

  4. Fair value on equity securities

    Included in other comprehensive income Fair value gain/ (loss) on equity securities

    Transnational Corporation Plc

    Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    2,310,855

    2,194,385

    309,247

    311,774

    1,190,063

    727,210

    6,130

    7,705

    14,190

    14,190

    14,190

    14,190

    1,457,920

    3,956

    -

    -

    149,417

    118,306

    27,977

    22,830

    4,053,199

    2,829,045

    763,796

    348,318

    399,207

    464,073

    83,076

    76,922

    647,701

    575,688

    208,575

    156,066

    764,409

    1,129,700

    6,345

    7,862

    516,009

    873,837

    58,038

    70,863

    482,439

    451,611

    -

    -

    330,983

    355,795

    5,050

    7,148

    1,106,255

    1,355,720

    19,136

    15,165

    434,797

    371,356

    112,218

    95,790

    122,341

    45,828

    87,509

    29,452

    440,214

    318,120

    15,449

    13,937

    3,990,141

    4,165,093

    279,747

    357,132

    18,410,140

    15,993,913

    1,996,483

    1,535,154

  5. Administrative and general expenses

    Staff costs Depreciation of PPE

    Depreciation Depreciation of right of use asset Amortisation

    Auditors' remuneration Management and incentive fees Professional fees

    Director's remuneration Repairs and maintenance Advertising

    Group service benefits

    Insurance

    Eletricity and diesel cost Travel and accommodation Licenses and fees

    Bank charges

    Other operating expenses

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    2,447,203

    6,806,831

    1,283,540

    2,285,016

    -

    -

    -

    -

    2,447,203

    6,806,831

    1,283,540

    2,285,016

    3,723,595

    2,534,750

    716,898

    632,503

    3,723,595

    2,534,750

    716,898

    632,503

  6. Finance costs and income

    Finance costs:

    Interest expense on loans Interest capitalised

    Interest expense on loans Finance income:

    Interest income on loan

    Finance (income)/cost - net (1,276,392) 4,272,081 566,642 1,652,513

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    (793,614)

    (628,746)

    (2,470)

    (10,858)

  7. Net foreign exchange Gain/(loss)

    Foreign exchange gain/(loss)

  8. Earnings per share

    Group

    Company

    31 March

    31 March

    31 March

    31 March

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    21,953,876

    19,519,365

    11,962,138

    7,710,138

    10,161,998

    10,161,998

    10,161,998

    10,161,998

    216

    192

    118

    76

    216

    192

    118

    76

    Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.

    Profit attributable to shareholders

    Weighted average number of ordinary shares in issue Basic earnings per share (Kobo)

    Diluted earnings per share (Kobo)

    Group

    Company

    31 March

    31 December

    31 March

    31 December

    2026

    2025

    2026

    2025

    N'000

    N'000

    N'000

    N'000

    5,080,999

    5,080,999

    5,080,999

    5,080,999

    -

    -

    -

    -

    5,080,999

    5,080,999

    5,080,999

    5,080,999

  9. Share capital

    1. Authorised:

      At 1 January (10,161,997,573 ordinary shares of 50kobo each) Transfer to share reconstruction reserve

      At period/year end

      Transnational Corporation Plc

      Group

      Company

      31 March

      31 December

      31 March

      31 December

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      5,080,999

      5,080,999

      5,080,999

      5,080,999

      Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

      Allotted, called up and fully paid:

      Ordinary shares of 50 kobo each

      As at 30 September, 2024 the number of shares was 40,647,990,293 ordinary shares of 50 kobo each. In October 2024, the Company reconstructed its shares 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. There is now a share reconstruction reserve for excess shares of 30,485,992,719 from the reconstruction exercise.

      Group and Company

      31 March

      31 December

      2026

      2025

      N'000

      N'000

      6,249,871

      6,249,871

      6,249,871

      6,249,871

    2. Share premium

      At 1 January

      At 31 March 2026

      Group

      Company

      31 March

      31 December

      31 March

      31 December

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      15,242,997

      15,242,997

      15,242,997

      15,242,997

    3. Share reconstruction Reserve

      Share Reconstruction (30,485,992,719 of 50 kobo each)

      On 28 October 2024, the company reconstructured its ordinary share of 50 kobo by issuing 1 share for every 4 shares to the existing shareholders

      Group

      Company

      31 March

      2026

      N'000 20,237,753

      3,493,320

      31 December

      2025

      N'000 14,112,173

      6,125,580

      31 March

      2026

      N'000 18,677,612

      2,390,051

      31 December

      2025

      N'000 14,346,323

      4,331,289

      23,731,073

      20,237,753

      21,067,663

      18,677,612

    4. Other reserves

      At 1 January

      Other Comprehensive Income during the period At 31 March 2026

      Group

      Company

      31 March

      31 December

      31 March

      31 December

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      181,182,532

      105,555,760

      73,630,695

      34,514,637

      21,953,876

      85,788,771

      11,962,138

      49,278,057

      -

      (10,161,999)

      -

      (10,161,999)

      -

      -

      -

      -

      203,136,408

      181,182,532

      85,592,833

      73,630,695

    5. Retained Earnings

      At 1 January Profit for the year

      Adjustment to the opening balance (note 38) Dividend paid

      At 31 March 2026

      Group

      Company

      31 March

      31 March

      31 March

      31 March

      2026

      2025

      2026

      2025

      N'000

      N'000

      N'000

      N'000

      50,668,124

      49,407,143

      13,420,602

      8,646,475

      3,253,177

      2,752,586

      6,130

      7,706

      (1,459,393)

      3,956

      -

      -

      14,190

      14,190

      14,190

      14,190

      (8,088)

      (664)

      -

      (664)

      (115,000)

      -

      -

      -

      (205,000)

      -

      -

      -

      2,541,700

      3,149,920

      96,698

      116,666

      -

      -

      -

      -

      2,447,203

      6,806,831

      1,283,540

      2,285,016

      (3,723,595)

      (2,534,750)

      (716,898)

      (632,504)

      -

      (918,878)

      -

      (918,878)

      (793,614)

      (628,746)

      2,470

      (10,858)

      (55,626,273)

      (86,469,255)

      6,349,695

      (3,413,479)

      (2,884,054)

      (5,003,269)

      (236,067)

      -51,739

      (1,306,720)

      (940,238)

      -

      104,695

      264,861

      -

      -

      98,326

      9,994

      -

      -

      (123,367)

      5,900,501

      (16,250)

      6,035,986

      19,860,249

      (46,182,772)

      2,221,645

      (11,305,749)

      12,742,560

      (74,368,590)

      22,425,756

      772,168

  10. Cash generated from operating activities

Profit /(Loss) before tax Adjustment for:

Depreciation of PP&E Amortization of intangible assets Depreciation of right of use asset

Profit on disposal of property, plant & equipment Insurance claim received

Proceed from Scrap assets

Impairment allowance on financial assets Dividend Income on equity securities Finance cost

Finance income

Adjustment for tax on franked income Unrealised foreign exchange loss/(gain) Changes in working capital:

(Increase) in trade and other receivables (Increase) in prepayment and other asset (Increase)/decrease in inventories Increase in Contract Liabilities (Decrease) in Define benefits Increase/(Decrease) in Deferred Income

(Decrease)/Increase in trade and other payables Net cash generated from/(used in) operations

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd)

For the Period Ended 31 March 2026

29

Contingent liabilities

There was no material litigation in the ordinary course of business as at the financial position date. The directors are of the opinion that all known liabilities which

are relevant in assessing the state of affairs of the Company have been taken into consideration in the preparation of these financial statements.

30

Securities Trading Policy

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Nigerian Exchange Limited 2015 (Issuers Rule) Transnational Corporation Plc (the Company) maintains effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy is regularly reviewed and updated by the Board. The Company has made specific inquiries of all the directors and other insiders and is not aware of any infringement of the policy during the period

31

Events after reporting period

There are no significant subsequent events which could have had a material effect on the state of affairs of the Group and Company as at 31 March 2026 that have not been adequately provided for or disclosed in these financial statements.

Group

Company

31 March

2026

31 December

2025

31 March

2026

31 December

2025

N'000

N'000

N'000

N'000

1,800,450

1,800,450

400,100

400,100

-

11,000,000

-

5,000,000

1,800,450

12,800,450

400,100

5,400,100

32 Other Investment

Other Investments

Deposit for shares - United Bank for Africa Plc *

Group

Company

31 March

2026

31 December

2025

31 March

2026

31 December

2025

N'000

N'000

N'000

N'000

12,800,450

22,178,172

5,400,100

3,777,822

-

11,000,000

-

5,000,000

(11,000,000)

(20,377,722)

(5,000,000)

(3,377,722)

1,800,450

12,800,450

400,100

5,400,100

Group

31 March

2026

31 December

2025

N'000

N'000

125,391,254

93,951,248

15,939,810

50,121,099

(2,930,183)

(20,185,243)

960,445

1,504,150

139,361,326

125,391,254

33

Non-controlling interest

*The deposit for UBA rights as at 31 December 2025 have been allotted and the balance has been classified as investment in financial assets see note 13. Movement in other investment

Opening Balance

Addition during the year

Reclassified to Investment in financial asset (note 13)

Group

31 March

2026

31 December

2025

N'000

N'000

1,067,970

925,069

1,795,694

1,833,900

2,863,664

2,758,969

As at 1 January

Profit for the period

Dividend paid

Other comprehensive income

34

Contract liabilities

Short-term advances for hospitality services (note 34.1)

Key money from Hilton (note 34.2)

Below is analysis of Non-controlling interest share of profit after tax

Net (loos)/profit after tax

Non-Controlling Interest share holding

Share of profit

Transcorp Energy

Limited

Transcorp Hotel Plc

Transcorp Power

Plc

TransAfam Power

Limited

Total

N'000

N'000

N'000

N'000

N'000

(15,588)

5,660,863

29,695,149

1,502,715

36,843,139

1.00%

23.84%

49.01%

2.45%

(156)

1,349,550

14,553,592

36,824

15,939,810

Other comprehensive income

-

200,130

1,862,277

1,307

2,063,714

Non-Controlling Interest share holding

1.00%

23.84%

49.01%

2.45%

Share of profit

-

47,711

912,702

32

960,445

Current

Non current

1,220,790

1,077,889

1,642,874

1,681,080

2,863,664

2,758,969

Transnational Corporation Plc

Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

  1. This relates to consideration paid by customers before the Hotel transfers goods or services. Contract liabilities are recognised as revenue when the Hotel performs its obligations under the contract.

  2. In 2017, the managers of Transcorp Hilton Hotel Abuja, Hilton Worldwide Manage Limited contributed $ 10 million towards the refurbishment of the hotel. The contribution is referred to as Key money. It does not attract any interest and is not repayable by the Company unless the contract is terminated before the end of the 20-year contract period. The Key money from Hilton International LLC will be notionally amortised over the contract period on a straight-line basis to other income. The outstanding balance of N1.795bn relates to the unamortised portion of the key money as at 31 March 2026.

Group

Company

31 March

31 December

31 March

31 December

2026

2025

2026

2025

N'000

N'000

N'000

N'000

679,201

1,119,778

32,500

25,000

3,188

65,000

-

65,000

(126,554)

(505,577)

(16,250)

(57,500)

555,835

679,201

16,250

32,500

  1. Defered Income

    At 1 January

    Addition during the period

    Released to the statement of profit or loss

    463,438

    92,397

    476,500

    202,701

    16,250

    -

    32,500

    -

    555,835

    679,201

    16,250

    32,500

    Current Non current

    Transcorp Hotel Plc obtained loans from Bank of Industry (BOI) for the sum of N10billion in 2019 and 12.751billion in 2021. The purpose of the loans were to procure equipment to upgrade the hotel rooms, kitchen, public area and equip a new multi-purpose banqueting conference centre. The interest rate on the loan 10% was below the market loan rate. The fair value and the deferred income on the loan was recognized initially on the loan drawn-down date.The deferred income was subsequently amortized on a straight line basis over the tenor of the loan. There were no unfulfilled conditions relating to the loan as at the reporting date.

    The opening deferred income was N0.679 bilion and N126million was credited to other operating income in the statement of profit or loss for the period ended 31 March 2026

  2. Defined Benefit Liability

    Transcorp Hotels Plc provides a long-service award benefit to employees who is in active employment for a determined lengths of service. The benefit is defined for different length of service in 8 bands of 5 years from 5 to 40 years with benefits escalating with the length of service. The plan is funded from the company's operations for each year that there are qualifying staff members.

    The benefit typically exposes the Company to actuarial risks such as: foreign exchange risk, interest rate risk, longevity risk and attrition risk. The risk relating to benefits to be paid to the qualifying staff members is borne by the company and factored into the computation of the defined benefit obligation.

    Group

    31 March

    31 December

    2026

    2025

    N'000

    N'000

    541,697

    443,372

    -

    -

    541,697

    443,372

    -

    -

    541,697

    443,372

    98,326

    84,159

    443,371

    359,213

    541,697

    443,372

    The amount included in the statement of financial position arising from the Group's obligations in respect of its defined retirement benefit plans is as follows:

    Present value of defined benefit obligations Fair value of plan assets

    Funded status

    Restrictions on asset recognised

    Net liability arising from defined benefit obligation

    Current Non-current

    Transnational Corporation Plc

    Notes to the Unaudited Consolidated and Separate Financial Statements - (cont'd) For the Period Ended 31 March 2026

  3. Compliance with Free Float Requirements and Shareholding pattern

    Issued Share Capital

    Substantial Shareholdings (5% and above) HH Capital Limited

    UBA Nominees Limited Trading

    Elumelu Awele Vivien

    31 March2026

    Unit Percentage 10,161,997,574 100%

    31 December2025

    Unit Percentage 10,161,997,574 100%

    2,999,821,729

    938,250,760

    517,698,701

    29.52%

    9.23%

    5.09%

    2,999,821,729

    938,250,760

    517,698,701

    29.52%

    9.23%

    5.09%

    Total Substantial Shareholdings

    4,455,771,190

    43.84%

    4,455,771,190

    43.84%

    Directors' Shareholdings (direct and indirect), excluding directors

    with substantial interests

    Substantial Shareholdings (5% and above)

    Mr. Tony O.Elumelu, CFR (Direct)

    68,276,011

    0.67%

    68,276,011

    0.67%

    Mr. Tony O.Elumelu, CFR ( Heirs Holdings Limited) (Indirect)

    68,386,431

    0.67%

    68,386,431

    0.67%

    Mr. Chiugo Ndubisi

    -

    -

    -

    -

    Dr. Stanley Inye Lawson

    30,697,526

    0.30%

    30,697,526

    0.30%

    Mr. Victor Famuyibo

    75,000

    0.00%

    75,000

    0.00%

    Dr. (Mrs) Toyin Sanni

    -

    -

    -

    -

    Mallam Ahmadu Sabo

    -

    -

    -

    -

    Mr. Oliver Andrews

    -

    -

    -

    -

    Dr. (Mrs) Owen Omogiafo OON

    6,872,769

    0.07%

    6,872,769

    0.07%

    Total Directors' Shareholdings

    174,307,737

    1.71%

    174,307,737

    1.71%

    Other Influential Shareholdings

    Total Other Influential Shareholdings

    -

    0.00%

    -

    0.00%

    Free Float in Units and Percentage

    5,531,918,647

    54.44%

    5,531,918,647

    54.44%

    Free Float in Value

    N267,468,266,582.45

    N251,149,106,573.80

    Declaration:

    1. Transcorp Plc with a free float percentage of 54.44% as at 31 March 2026, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

    2. Transcorp Plc with a free float value of N267,468,266,582.45 as at 31 March 2026, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

Share Price at end of reporting period was N48.35 (31 December 2025:N45.40)

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