Transnational Corporation Plc Unaudited Condensed Consolidated and Separate Financial Statements For the Period Ended 30 June 2026
Transnational Corporation Plc Unaudited Consolidated and Separate Financial Statements For the Period Ended 30 June 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 | 7 |
Consolidated and Separate Statements of Changes in Equity | 8 |
Consolidated and Separate Statements of Cash Flows | 10 |
Notes to the Consolidated and Separate Financial Statements | 11 |
CORPORATE INFORMATION
Country of incorporation and domicile: Nigeria
Directors: Mr. Tony O. Elumelu, CFR Chairman
Mrs. Foluke K. Abdulrazaq, OON Vice Chairman / Independent Non-Executive Director 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
38 Glover Road Ikoyi
Lagos, Nigeria.
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 Zenith Bank Plc
Fidelity Bank Plc
Auditors: Messrs. 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/
Unaudited Consolidated and Separate Financial Statements For the Period Ended 30 June 2026STATEMENT 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 30 June 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:
properly selecting and applying accounting policies
presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
providing additional disclosures when compliance with the specific requirements in 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 30 June 2026 were approved by the Directors on 22 July, 2026.
On behalf of the Directors of the Company
Mr. Chiugo Ndubisi
Director
FRC/2013/PRO/ICAN/001/00000001565
Mrs. Owen Omogiafo, OON
President/GCEO FRC/2019/PRO/DIR/003/00000019827
Unaudited Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income For the Period Ended 30 June 2026Note | Group | Company | |||
30 June 2026 N'000 | 30 June 2025 N'000 | 30 June 2026 N'000 | 30 June 2025 N'000 | ||
Revenue Cost of sales | 19 20 | 241,529,759 (131,786,537) | 279,037,465 (148,758,222) | 37,546,507 - | 35,823,932 - |
Gross profit | 109,743,222 | 130,279,243 | 37,546,507 | 35,823,932 | |
Other income | 21 | 657,746 | 1,877,685 | 81,579 | 1,529,052 |
Impairment loss on financial assets | 11.2 | 1,961,934 | |||
(4,861,916) | (14,129) | (167,425) | |||
Administrative expenses | 23 | (30,812,108) | (35,316,540) | (4,925,458) | (4,039,510) |
Operating profit | 81,550,794 | 91,978,472 | 32,688,499 | 33,146,049 | |
Finance Income | 24.1 | 2,108,113 | 5,113,445 | 842,833 | 1,309,573 |
Finance Cost | 24.2 | (6,410,929) | (14,162,991) | (3,393,274) | (4,337,962) |
Foreign exchange (loss)/gain on financing | 25 | ||||
activities | (1,363,779) | 2,767,918 | (3,038) | - | |
Profit before taxation Taxation | 16 | 75,884,199 (21,517,430) | 85,696,844 (20,525,105) | 30,135,020 (1,864,746) | 30,117,660 (2,295,447) |
Profit for the period | 54,366,769 | 65,171,739 | 28,270,274 | 27,822,213 | |
Profit attributable to: Owners of the parent Non controlling interest | 33 | 32,855,212 21,511,557 | 41,442,272 23,729,467 | 28,270,274 - | 27,822,213 - |
Other comprehensive income Items that will not be reclassified to profit or loss: | |||||
assumptionts (net of tax | 22 | (6,017,367) - | 747,389 - | (3,043,935) | 712,682 |
Items that will be reclassified to profit or loss | - | - | - | - | |
Total comprehensive income for the period | 48,349,402 | 65,919,128 | 25,226,339 | 28,534,895 | |
Attributable to: | 42,181,387 23,737,741 | ||||
Owners of the parent Non controlling interest | 28,188,874 20,160,528 | 25,226,339 - | 28,534,895 - | ||
Basic EPS (kobo) Diluted EPS (kobo) | 26 26 | 323 323 | 408 408 | 278 278 | 274 274 |
The accompanying notes are an integral part of these financial statements.
Unaudited Consolidated and Separate Statement of Profit or Loss and Other Comprehensive IncomeFor the Quarter April to June 2026
Group | Company | |||
April - June 2026 N'000 | April - June 2025 N'000 | April - June 2026 N'000 | April - June 2025 N'000 | |
Revenue | 116,390,818 | 135,969,893 | 21,521,300 | 23,875,430 |
Cost of sales | ||||
(77,231,049) | ||||
(78,358,448) | - | - | ||
Gross profit | 39,159,769 | 57,611,445 | 21,521,300 | 23,875,430 |
Other income Impairment loss on financial assets Administrative expenses | 104,014 4,503,634 (12,401,968) | 1,733,871 (1,711,996) (19,962,818) | 23,891 82,569 (2,928,975) | 1,515,888 (50,759) (2,504,356) |
Operating profit | 31,365,449 | 37,670,502 | 18,698,785 | 22,836,203 |
Finance Income | 2,095,707 | 2,578,695 | 125,935 | 677,070 |
Finance Cost | (7,674,915) | (7,356,160) | (2,109,734) | (2,052,946) |
Foreign exchange (loss)/ gain on financing activities | (570,165) | 3,396,664 | (568) | 10,858 |
Profit before taxation | 25,216,076 | 36,289,701 | 16,714,418 | 21,471,185 |
Taxation | (8,742,992) | (7,850,207) | (406,282) | (1,359,110) |
Profit for the period | 16,473,084 | 28,439,494 | 16,308,136 | 20,112,075 |
Profit attributable to: Owners of the parent Non controlling interest | 10,901,337 5,571,747 | 21,922,906 6,516,588 | 16,308,136 - | 20,112,075 - |
Other comprehensive income Items that will not be reclassified to profit or loss: Net (loss)/gain on equity instruments designated at fair value through OCI | (10,471,132) | (650,724) | (5,433,986) | (682,427) |
Items that will be reclassified to profit or loss | - | - | - | - |
Total comprehensive income for the period | 6,001,952 | 27,788,770 | 10,874,150 | 19,429,648 |
Attributable to: | ||||
Owners of the parent | 430,205 | 21,264,625 | 10,874,150 | 19,429,648 |
Non controlling interest | ||||
5,571,747 | 6,524,146 | - | - | |
Basic EPS (kobo) Diluted EPS (kobo) | 107 107 | 216 216 | 160 160 | 198 198 |
The accompanying notes are an integral part of these financial statements.
Unaudited Consolidated and Separate Statement of Financial Position As at 30 June 2026
Note | Group | Company | |||
30 June 2026 N'000 | 31 December 2025 N'000 | 30 June 2026 N'000 | 31 December 2025 N'000 | ||
Assets | 312,088,086 33,108 28,959,387 16,082,195 17,000,000 -51,154,361 1,800,450 18,010 1,518,750 | 312,763,305 61,488 28,959,387 11,714,783 17,000,000 -46,171,728 12,800,450 17,454 1,631,250 | 639,174 33,108 -5,075,818 17,000,000 52,239,973 26,093,291 400,100 18,010 - | 554,303 61,488 -5,075,818 17,000,000 52,239,973 24,137,226 5,400,100 17,454 - | |
Non-current assets | |||||
Property, plant and equipment | 5 | ||||
Right of use assets | 5 | ||||
Goodwill | 6 | ||||
Other intangible assets | 6 | ||||
Investment properties | 7 | ||||
Investment in subsidiaries | 8 | ||||
Investment in financial assets | 13 | ||||
Other Investment | 32 | ||||
Prepayments and other assets | 12 | ||||
Long-term receivables | 11.1 | ||||
428,654,347 | 431,119,845 | 101,499,474 | 104,486,362 | ||
Current assets | |||||
Inventories Deposit for investment Trade and other receivables | 10 11.1 | 7,800,557 -636,566,074 | 5,809,095 -542,098,681 | -28,385,000 40,578,895 | -28,385,000 31,086,297 |
Prepayments and other assets Cash and cash equivalents | 12 14 | 5,789,451 20,762,758 | 1,430,049 21,884,952 | 2,380,713 2,056,851 | 84,263 1,020,816 |
670,918,840 | 571,222,777 | 73,401,459 | 60,576,376 | ||
Total assets | 1,099,573,187 | 1,002,342,622 | 174,900,933 | 165,062,738 | |
Equity | 5,080,999 6,249,871 15,242,997 15,571,415 197,778,548 | 5,080,999 6,249,871 15,242,997 20,237,753 181,182,532 | 5,080,999 6,249,871 15,242,997 15,633,677 85,641,773 | 5,080,999 6,249,871 15,242,997 18,677,612 73,630,695 | |
Ordinary share capital | 27.1 | ||||
Share premium | 27.2 | ||||
Share reconstruction reserve | 27.3 | ||||
Other reserves | 27.4 | ||||
Retained earnings | 27.5 | ||||
Equity attributable to owners of the parent Non controlling interest | 33 | 239,923,830 127,918,599 | 227,994,152 125,391,254 | 127,849,317 - | 118,882,174 - |
Total equity | 367,842,429 | 353,385,406 | 127,849,317 | 118,882,174 | |
Liabilities | 106,622,430 84,590,000 496,731 1,604,668 50,209 22,367,761 | 35,183,170 84,590,000 359,213 1,681,080 202,701 24,490,972 | - - - - -961,131 | 5,563,355 - - - -961,131 | |
Non-current liabilities | |||||
Borrowings (long term) | 17 | ||||
Deposit for shares | 18 | ||||
Defined Benefit Liability | 36 | ||||
Contract Liabilities | 34 | ||||
Deferred income | 35 | ||||
Deferred tax liability | 9 | ||||
215,731,799 | 146,507,136 | 961,131 | 6,524,486 | ||
Current liabilities | 392,268,608 10,035,711 1,786,633 445,063 98,326 111,364,618 | 368,571,337 40,280,149 1,077,889 476,500 84,159 91,960,046 | 42,070,465 - - - -4,020,020 | 8,178,212 28,687,112 -32,500 - 2,758,254 | |
Trade and other payables | 15 | ||||
Borrowings (short term) | 17 | ||||
Contract Liabilities | 34 | ||||
Deferred income | 35 | ||||
Defined Benefit Liability | 36 | ||||
Tax Payable | 16 | ||||
515,998,959 | 502,450,080 | 46,090,485 | 39,656,078 | ||
Total liabilities | 731,730,758 | 648,957,216 | 47,051,616 | 46,180,564 | |
Total equity and liabilities | 1,099,573,187 | 1,002,342,622 | 174,900,933 | 165,062,738 | |
Mr. Festus Izevbizua
Mrs. Owen Omogiafo, OON
The Unaudited financial statements were approved and authorised for issue by the Board of Directors on 22 July 2026 and were signed on its behalf by
Mr. Chiugo Ndubisi
Director
FRC/2013/PRO/ICAN/001/00000001565
President/Group Chief Executive Officer FRC/2019/PRO/DIR/003/00000019827
Group Chief Finance Officer FRC/2013/PRO/ICAN/001/00000001628
The accompanying notes are an integral part of these financial statements.
For the Period Ended 30 June 2026Group | 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 2025 Profit /(Loss) for the period | 5,080,999 - | 6,249,871 - | 15,242,997 | 14,112,173 - | 105,555,760 85,788,771 | 146,241,800 85,788,771 | 93,951,248 50,121,099 | 240,193,048 135,909,870 |
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 | - | - | - | - | 32,855,212 | 32,855,212 | 21,511,557 | 54,366,769 |
Dividend paid | - | - | - | - | (16,259,196) | (16,259,196) | (17,633,183) | (33,892,379) |
Transfer to share reconstruction reserve | - | - | - | - | - | - | - | - |
Adjustment to the opening balance | - | - | - | - | - | |||
Other comprehensive income | - | - | - | (4,666,338) | - | (4,666,338) | (1,351,029) | (6,017,367) |
Balance at 30 June 2026 | 5,080,999 | 6,249,871 | 15,242,997 | 15,571,415 | 197,778,548 | 239,923,830 | 127,918,599 | 367,842,429 |
The accompanying notes are an integral part of these financial statements. | ||||||||
For the Period Ended 30 June 2026
Company
Share
Share capital | Share premium | Reconstruction Reserve | Other reserves | Retained earnings | Total |
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 | - | - | - | - | 28,270,274 | 28,270,274 |
Dividend paid | - | - | - | - | (16,259,196) | (16,259,196) |
Other comprehensive income | - | - | - | (3,043,935) | - | (3,043,935) |
Balance at 30 June 2026 | 5,080,999 | 6,249,871 | 15,242,997 | 15,633,677 | 85,641,773 | 127,849,317 |
The accompanying notes are an integral part of these financial statements.
Unaudited Consolidated and Separate Statement of Cash FlowsFor the Period Ended 30 June 2026
Group | Company |
30 June | 30 June | 30 June | 30 June | |||
2026 | 2025 | 2026 | 2025 | |||
Note | N'000 | N'000 | N'000 | N'000 | ||
Cash flows from operating activities | ||||||
Cash generated from/(used in) operations | 28 | (10,076,841) | (20,088,508) | 54,801,390 | 8,490,108 | |
Tax paid | (3,272,948) | (2,486,381) | (602,980) | (789,833) | ||
Net cash flows generated from operating activities | (13,349,789) | (22,574,889) | 54,198,410 | 7,700,275 | ||
Dividend Income on equity security | 760 | 1,448,138 | 760 | 1,448,138 | ||
Interest received | 2,108,113 | 5,113,445 | 842,833 | 1,309,573 | ||
Purchase of other intangible assets | (84,952) | - | - | - | ||
Purchase of investment in financial assets | - | (163,184) | - | - | ||
Purchase of other investments | - | - | - | - | ||
Insurance claim received | 115,000 | - | - | |||
Proceed from Scrap assets | 205,000 | |||||
Proceed from sale of property, plant and equipment | 10,816 | 13,638 | - | 664 | ||
Purchase of property, plant and equipment | (5,914,073) | (11,044,229) | (99,991) | (10,708) | ||
Net Cash flow Generated/(Used) in investing activities | (3,559,336) | (4,632,192) | 743,602 | 2,747,667 | ||
Cash flows from financing activities | ||||||
Net movement in borrowings | - | 21,835,058 | - | 772,729 | ||
Dividend paid | (17,633,183) | (6,097,199) | (16,259,196) | (6,097,199) | ||
Proceeds from borrowings | 106,544,473 | - | - | - | ||
Deposit for shares | - | 56,655,000 | - | - | ||
Repayment of borrowings | 17.1 | (63,919,072) | - | (34,425,354) | ||
Interest paid | 17.1 | (7,841,508) | (14,162,991) | (3,218,389) | (4,337,962) | |
Net Cash flow Generated/(Used) in financing activities | 17,150,710 | 58,229,868 | (53,902,939) | (9,662,432) | ||
Net increase in cash and cash equivalents | 241,585 | 31,022,787 | 1,039,073 | 785,510 | ||
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 | (1,363,779) | 41,310 | (3,038) | - | ||
Cash and cash equivalents at the end of the period | 20,762,758 | 49,031,052 | 2,056,851 | 1,713,348 | ||
The accompanying notes are an integral part of these financial statements. | ||||||
For the Period Ended 30 June 2026
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.
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 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.
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 Directors/CEOs 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, 2026. 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 re-assesses 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 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 30 June 2026
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
51,154,361
-
-
51,154,361
Company
Equity securities at fair value through OCI
26,093,291
-
-
26,093,291
At 31 December 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
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.
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. 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 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 44,428,832 - - 228,962,076 37,546,507 (69,407,656) 241,529,759
Cost of sales (10,448,868) - - (153,198,818) - 31,861,149 (131,786,537)
Other income 241,551 87,393 - 319,960 81,579 (72,737) 657,746
Finance Income 1,989,837 - - 1,412,152 842,833 (2,136,709) 2,108,113
Finance cost (3,062,506) - - (2,091,858) (3,393,274) 2,136,709 (6,410,929)
Impairment (66,077) - - 2,042,140 (14,129) - 1,961,934
Depreciation (2,253,667) - - (162,752) (43,499) - (2,459,918)
Amortisation (37,034) (1,439,831) (1,476,865)
FX (Loss)/gain (35,741) (1,325,000) (3,038) - (1,363,779)
Administrative expenses Profit/(loss) before taxation
(17,064,199) (152,733) (18,299,868) (4,881,959) 13,523,434 (26,875,325)
13,692,128 (1,505,171) - 57,658,032 30,135,020 (24,095,810) 75,884,199
Segmental assets 197,483,117 19,414,060 16,753 833,436,623 174,900,933 (125,678,299) 1,099,573,187
Segmental liabilities (104,423,955) (34,690,897) (19,945) (637,755,731) (47,051,616) 92,211,386 (731,730,758)
Net assets 93,059,162 (15,276,837) (3,192) 195,680,892 127,849,317 (33,466,913) 367,842,429
As at 30 June 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 46,932,519 - - 243,085,482 35,823,932 (46,804,468) 279,037,465
Cost of sales (11,360,308) - - (158,628,450) - 21,230,536 (148,758,222)
Other income 348,020 - - - 1,529,052 613 1,877,685
Finance Income 426,014 3,479,006 1,309,573 (101,148) 5,113,445
Finance cost (1,945,262) - - (7,980,915) (4,337,962) 101,148 (14,162,991)
Impairment (20,167) (4,674,324) (167,425) - (4,861,916)
Depreciation (1,511,544) - - (63,231) (43,875) - (1,618,650)
Amortisation (22,219) - - - - - (22,219) FX (Loss)/gain 41,310 - - 2,726,608 - - 2,767,918
Administrative
expenses (20,660,055) - - (16,216,447) (3,995,635) 7,196,465
Profit/(loss) before
(33,675,672)
taxation 12,228,308 - - 61,727,729 30,117,660 (18,376,853) 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
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:
30 June
30 June
2026
2025
N'000
N'000
310,937,415
325,841,934
(69,407,656)
(46,804,469)
241,529,759
279,037,465
Revenue
Total revenue for reportable segments Elimination of inter-segment revenue (i) External revenue
30 June
30 June
2026
2025
N'000
N'000
99,980,009
104,073,696
(24,095,810)
(18,376,852)
75,884,199
85,696,844
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
2026
2025
1,225,251,486
1,117,989,724
(125,678,299)
(115,647,102)
1,099,573,187
1,002,342,622
823,942,144
730,633,311
(92,211,386)
(81,676,095)
731,730,758
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:
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.
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 account 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 towithin the group account for the consolidation eliminations in total liabilities of the reportable segments.
Entity-wide information
30 June
30 June
2026
2025
N'000
N'000
30,329,009
30,689,331
11,777,566
13,672,173
929,589
896,896
388,965
926,900
441,140
260,900
562,564
486,319
46,504,119
48,548,355
150,587,807
183,547,591
9,000
9,000
241,529,759
279,037,465
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
2026
2025
N'000
N'000
176,228,451
206,452,329
65,301,308
72,585,136
241,529,759
279,037,465
Revenue by Geographical Location
Revenue from within Nigeria Revenue from outside Nigeria
For the Period Ended 30 June 2026Property, plant and equipment (PPE)
Group
Building &
Plant &
Computer &
Capital work in
Land
improvements
machinery office equipment Motor vehicles
progress 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 42,193,553 62,422,442 229,125,298 25,398,013 2,448,609 25,242,573 386,822,928
Additions 68,145 21,410 441,275 1,144,467 4,238,776 5,914,073
Reclassification** - 87,598 825,072 2,088,905 - (3,009,134) -
Adjustments - - - - - - -
Disposals - - - (3,929) - (3,929)
Balance as at 30 June 2026 42,193,553 62,578,185 229,971,780 27,924,264 3,593,076 26,472,214 392,733,072
Depreciation and Impairment losses
Balance as at 1 January 2025 - 9,204,058 42,205,892 7,826,055 700,618 - 59,936,622
Depreciation for the period - 1,440,165 8,378,008 1,737,712 180,345 - 11,736,230
Write off - - (2,256,435) - (8,975) - (2,265,410)
Impairment - - 4,885,620 - - - 4,885,620
Disposal - (28,809) (7,570) (146,967) (50,093) - (233,439)
Balance as at 31 December 2025 - 10,615,414 53,205,515 9,416,800 821,895 - 74,059,623
Balance as at 1 January 2026 - 10,615,414 53,205,515 9,416,800 821,895 - 74,059,623
Depreciation for the period - 785,055 4,354,614 1,073,139 376,484 - 6,589,292
Disposals - - - (3,929) - - (3,929)
Write off - - - - - -
Balance as at 30 June 2026 - 11,400,469 57,560,129 10,486,010 1,198,379 - 80,644,986
Net book value
At 30 June 2026 42,193,553 51,177,716 172,411,651 17,438,254 2,394,697 26,472,214 312,088,086
At 31 December 2025 42,193,553 51,807,028 175,919,783 15,981,213 1,626,714 25,242,573 312,763,305
*The adjustment in 2025 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.
**The Capital Work in Progress balance includes an amount of ₦7.5 million that was not completely cleared from the opening balance of the prior year.
5
Property, plant and equipment (continued)
Company
Building &
Plant &
Computer &
Capital work in
improvements
Machinery office equipment
Motor vehicles
progress
Total
Cost
N'000
N'000
N'000
N'000
N'000
N'000
Balance as at 1 January 2025
43,743
24,139
158,523
7,298
-
233,703
Additions
1,892
498
13,772
-
503,163
519,325
Reclassification
-
-
-
-
-
Disposals
(31,421)
-
(7,197)
-
(38,618)
Balance as at 31 December 2025
14,214
24,637
165,098
7,298
503,163
714,410
Balance as at 1 January 2026
14,214
24,637
165,098
7,298
503,163
-
714,410
Additions
-
-
82,414
-
17,577
99,991
Disposals
-
-
-
-
-
-
Balance as at 30 June 2026
14,214
24,637
247,512
7,298
520,740
814,402
Depreciation and impairment losses
-
Balance as at 1 January 2025
38,506
10,884
107,414
7,298
-
164,101
Depreciation for the period
3,645
2,346
23,518
-
-
29,509
Disposals
(28,809)
-
(4,694)
-
-
(33,503)
Balance as at 31 December 2025
13,342
13,230
126,238
7,298
-
160,107
Balance as at 1 January 2026
13,342
13,230
126,238
7,298
-
-
160,108
Depreciation for the period Disposals
454
1,178
13,487
-
15,119
-
Balance as at 30 June 2026
13,796
14,408
139,725
7,298
-
175,227
Net book value At 30 June 2026
418
10,229
107,787
-
520,740
639,174
At 31 December 2025
872
11,407
38,860
-
503,163
554,303
Group
Company
30 June
30 June
30 June
30 June
Depreciation is allocated as follows;
2026
2025
2026
2025
N'000
N'000
N'000
N'000
Cost of sales
4,129,374
4,035,145
-
-
Administrative expenses
2,459,918
1,647,029
15,119
15,496
6,589,292
5,682,174
15,119
15,496
All depreciation expenses for the company are charged to administrative expenses.
Right of use assets
Cost
Group
N'000
Company
N'000
Balance as at 1 January 2025 Additions
462,151
-
462,151
-
Balance as at 31 December 2025
462,151
462,151
Balance as at 1 January 2026 Additions
462,151
-
462,151
-
Balance as at 30 June 2026
462,151
462,151
Depreciation and Impairment losses
Balance as at 1 January 2025
343,904
343,904
Depreciation for the period
56,759
56,759
Balance as at 31 December 2025
400,663
400,663
Balance as at 1 January 2026
400,663
400,663
Depreciation for the period
28,380
28,380
Balance as at 30 June 2026
429,043
429,043
Net book value
At 30 June 2026
33,108
33,108
At 31 December 2025
61,488
61,488
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
459,085
11,577,562
11,444,422
53,452,100
12,966
5,075,818
5,088,784
-
128,110
-
-
128,110
-
-
-
-
-
-
-
-
-
-
-
29,971,031
587,195
11,577,562
11,444,422
53,580,210
12,966
5,075,818
5,088,784
29,971,031
587,195
11,577,562
11,444,422
53,580,210
12,966
5,075,818
5,088,784
-
84,952
5,759,325
-
5,844,277
-
-
-
-
-
-
-
-
-
-
-
29,971,031
672,147
17,336,887
11,444,422
59,424,487
12,966
5,075,818
5,088,784
(1,011,644)
(301,320)
(5,780,435)
-
(7,093,399)
-
12,966
-
-
-
12,966
-
-
(47,425)
(5,765,216)
-
(5,812,641)
-
-
-
(1,011,644)
(348,745)
(11,545,651)
-
(12,906,040)
12,966
-
12,966
(1,011,644)
(348,745)
(11,545,651)
-
(12,906,040)
12,966
-
12,966
-
(37,034)
(1,439,831)
-
(1,476,865)
-
-
-
-
-
-
-
-
-
-
(1,011,644)
(385,779)
(12,985,482)
-
(14,382,905)
12,966
-
12,966
28,959,387
286,368
4,351,405
11,444,422
45,041,582
-
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
Intangible assets
Cost
At 1 January 2025 Addition
Dispoal
As at 31 December 2025
At 1 January 2025 Addition
Disposal
At 30 June 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 30 June 2026
Net book value At 30 June 2026
At 31 December 2025
Goodwill is not amortised but tested for impairment annually.
For the Period Ended 30 June 2026
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
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
Investment properties
At 1 January
Net gain from fair value remeasurement
Company
30 June
31 December
2026
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
Investment in subsidiaries
Transcorp Hotels Plc
Trans Afam Nigeria Limited Transcorp Power Plc Other subsidiaries
Material partly-owned subsidiaries
Proportion of equity interest held by non-controlling interests:
Subsidiary
Country of incorporation
% Ownership interest held by non-controlling interest
30 June 2026 | 31 December 2025 | ||||
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 | ||
2026 | 2025 | 2026 | 2025 | ||
N'000 | N'000 | N'000 | N'000 | ||
Deferred tax liability | 37,106,595 | 36,889,809 | 1,603,131 | 1,603,131 | |
Deferred tax asset | (14,738,834) | (12,398,837) | (642,000) | (642,000) | |
Total net Deferred tax liability | 22,367,761 | 24,490,972 | 961,131 | 961,131 | |
Group | Company | ||
30 June | 31 December | 30 June | 31 December |
2026 | 2025 | 2026 | 2025 |
N'000 | N'000 | N'000 | N'000 |
6,734,619 | 5,009,498 | - | - |
446,018 | 452,322 | - | - |
619,920 | 347,275 | - | - |
7,800,557 | 5,809,095 | - | - |
Inventories
Engineering spares Guest supplies Fuel
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
673,194,348
576,880,602
42,535,396
33,031,751
-
-
-
-
673,194,348
576,880,602
42,535,396
33,031,751
(35,109,524)
(33,150,671)
(1,956,501)
(1,945,454)
638,084,824
543,729,931
40,578,895
31,086,297
636,566,074
1,518,750
542,098,681
1,631,250
40,578,895
-
31,086,297
-
638,084,824
543,729,931
40,578,895
31,086,297
Trade and other receivables
Trade receivables and Other receivables Related Parties
Less: provision for impairment (note 11.2)
Current Non-current
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
33,150,671
1,961,934
(3,081)
18,563,925
12,805,370
1,781,376
1,945,453
14,129
(3,081)
1,909,830
35,623
-
35,109,524
33,150,671
1,956,501
1,945,453
Movement in impairment allowance
Opening balance
Addition during the period/year Writeback/write off during the period
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
5,789,451
1,338,148
2,393,446
101,717
18,010
109,355
5,277
-
5,807,461
1,447,503
2,398,723
101,717
18,010
17,454
18,010
17,454
5,789,451
1,430,049
2,380,713
84,263
Prepayments and Other Assets
Prepayments
Other prepaid expenses
Non-current Current
Group
Company
30 June
31 December
30 June
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
(6,017,367)
7,576,091
(3,043,935)
4,331,289
51,154,361
46,171,728
26,093,291
24,137,226
-
51,154,361
-
46,171,728
-
26,093,291
-
24,137,226
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
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
35,485
42,176
28
1,474
9,602,302
13,231,502
1,067,520
66,577
11,124,971
8,611,274
989,303
952,765
20,762,758
21,884,952
2,056,851
1,020,816
Cash and cash equivalents
Cash on hand Cash at banks Short term deposit
Cash and bank balance
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
271,569,720
279,651,163
-
-
115,421,449
83,983,784
36,337,146
4,139,865
88,298
88,298
-
-
1,628,245
2,452,904
2,787,570
2,258,306
3,399,318
2,233,610
2,945,749
1,780,041
161,578
161,578
-
-
392,268,608
368,571,337
42,070,465
8,178,212
Trade and other payables
Trade Creditors
Accruals and other liabilities Dividend payable
Other payable Unclaimed Dividend Advance Deposit
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
21,880,737
16,275,812
1,692,755
372,219
796,786
-
171,992
-
-
1,444
-
615
-
-
-
-
-
734,997
-
369,223
22,677,523
-(1,160,093)
17,012,253
1,553,390
1,959,462
1,864,746
-
-
742,057
1,553,390
-
21,517,430
20,525,105
1,864,746
2,295,447
Taxation
Income tax
Development Levy Police levy
Underprovision of tax Education tax
Tax on franked investment income Deferred tax
Development Levy- With effect from 1 January 2026, the Nigeria Tax Act, 2025 (NTA 2025) introduced a Development Levy at the rate of 4% on assessable profits of companies. The Development Levy was established to consolidate the former Education Tax and Police 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 Police 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 30 June 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
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
91,960,046
22,677,520
56,922,272
38,813,725
2,758,254
1,864,746
1,005,584
2,482,233
(3,272,948)
(3,775,951)
(602,980)
(729,563)
111,364,618
91,960,046
4,020,020
2,758,254
The movement in tax payable is as follows:
At 1 January
Provision for the period Payment during the period
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
10,035,711
40,280,149
0
28,687,112
-
-
10,035,711
40,280,149
-
28,687,112
Borrowings
Falling due within one year
106,622,430
35,183,170
-
5,563,355
106,622,430
35,183,170
-
5,563,355
116,658,141
75,463,319
-
34,250,467
Group
Company
30 June
31 December
30 June
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
106,544,473
23,526,569
-
-
6,410,929
18,528,701
3,393,274
6,290,229
(63,919,072)
(38,294,853)
(34,425,352)
(1,915,941)
(7,841,508)
(16,809,340)
(3,218,389)
(4,938,342)
Falling due after one year
17.1
Total
As at 1 January Additions Effective interest
Principal repayments Interest repayments
116,658,141 75,463,319 - 34,250,467
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
2,410,000
82,180,000
2,410,000
82,180,000
-
-
-
-
84,590,000
84,590,000
-
-
Deposit for shares
Deposit for shares-THIL Deposit for shares-TAPL
Deposit for shares - (THIL) relates to Heirs Holdings Limited's contribution to the development of Transcorp Hotels Ikoyi Limited (THIL). Based on the Memorandum of Understanding between Transnational Corporation Plc and Heirs Holdings Limited, THIL will repay or issue shares to Heirs Holdings Limited on completion of the construction and start of operation of the hotel.
Deposit for shares - TAPL relates to other parties contribution to Trans Afam Power Limited (TAPL) towards the acquisition cost for the Afam Power Genco.
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
30,329,009
30,689,331
-
-
11,777,566
13,672,173
-
-
929,589
896,896
-
-
388,965
926,900
-
-
441,140
260,900
-
-
562,564
486,319
7,511,557
10,250,000
-
-
24,657,825
18,377,569
46,504,119
48,548,355
-
-
150,587,807
183,547,591
-
-
-
-
5,377,125
7,196,363
9,000
9,000
-
-
241,529,759
279,037,465
37,546,507
35,823,932
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
*The Rooms Revenue, for prior period ended 30 June 2025, has been adjusted with the sum of N641mn, being discount accrued from Hilton loyalty programme in Transcorp Hotels Plc, in line with IFRS 15. This is a reclassification from advertising expense line under operating expenses, hence it has a nil effect on the profit or loss position for the period.
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
6,581,831
4,029,561
-
-
1,674,441
1,204,189
-
-
3,620,606
7,123,923
-
-
96,486,951
120,406,556
-
-
10,546,495
4,744,225
-
-
5,740,909
4,134,347
-
-
4,129,374
4,035,145
-
-
981,814
1,027,091
-
-
2,024,116
2,053,185
-
-
131,786,537
148,758,222
-
-
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
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
760
1,448,138
760
1,448,138
10,816
12,299
-
664
-
-
-
-
-
-
-
-
32,502
25,000
32,502
25,000
613,668
392,248
48,317
55,250
657,746
1,877,685
81,579
1,529,052
Other income
Dividend income on equity securities Profit 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
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
(6,017,367)
747,389
(3,043,935)
712,682
Fair value on equity securities
Included in other comprehensive income
Fair value (Loss)/gain on equity securities
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
4,886,288
4,417,477
702,948
587,735
2,459,918
1,618,650
15,119
15,496
28,380
28,379
28,380
28,379
1,476,865
22,219
-
-
249,354
171,760
56,081
36,978
6,467,819
6,851,234
1,780,594
1,546,902
514,605
617,420
207,551
112,161
1,203,936
924,710
417,150
421,124
1,673,241
2,157,180
14,383
19,763
1,032,491
1,142,061
116,076
161,672
924,823
1,002,851
-
-
656,221
595,188
11,711
42,538
2,467,871
2,720,698
44,515
39,848
1,109,902
897,288
467,035
313,730
243,143
104,866
195,385
57,502
972,038
660,304
29,989
15,760
4,445,213
11,384,255
838,541
639,922
30,812,108
35,316,540
4,925,458
4,039,510
Administrative and general expenses
Staff costs Depreciation of PPE
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
*The Advertising expenses, for prior period ended 30 June 2025, has been adjusted with the sum of N641mn, being discount accrued from Hilton loyalty programme in Transcorp Hotels Plc, and reclassified to Room Revenue, hence it has a nil effect on the profit or loss position for the period.
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
2,108,113
5,113,445
842,833
1,309,573
2,108,113
5,113,445
842,833
1,309,573
6,410,929
-
14,264,139
(101,148)
3,393,274
-
4,337,962
-
6,410,929
14,162,991
3,393,274
4,337,962
Finance costs and income
Finance income:
Interest income on loan
Finance costs:
Interest expense on loans Interest capitalised
Interest expense on loans
Finance (income)/cost - net 4,302,816 9,049,546 2,550,441 3,028,389
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
(1,363,779)
2,767,918
(3,038)
-
Net foreign exchange (loss)/gain
Foreign exchange (Loss)/gain
Earnings per share
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
32,855,212
41,442,272
28,270,274
27,822,213
10,161,998
10,161,998
10,161,998
10,161,998
323
408
278
274
323
408
278
274
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
30 June
31 December
30 June
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
Share capital
Authorised:
At 1 January (10,161,997,573 ordinary shares of 50kobo each) Transfer to share reconstruction reserve
At period/year end
Group
Company
30 June
31 December
30 June
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
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
30 June
31 December
2026
2025
N'000
N'000
6,249,871
6,249,871
6,249,871
6,249,871
Share premium
At 1 January
At 30 June 2026
Group
Company
30 June
31 December
30 June
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
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
30 June
2026
N'000
20,237,753
(4,666,338)
31 December
2025
N'000
14,112,173
6,125,580
30 June
2026
N'000
18,677,612
(3,043,935)
31 December
2025
N'000
14,346,323
4,331,289
15,571,415
20,237,753
15,633,677
18,677,612
Other reserves
At 1 January
Other Comprehensive Income during the period At 30 June 2026
Group
Company
30 June
31 December
30 June
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
32,855,212
85,788,771
28,270,274
49,278,057
-
(10,161,999)
-
(10,161,999)
(16,259,196)
-
(16,259,196)
-
197,778,548
181,182,532
85,641,773
73,630,695
Retained Earnings
At 1 January Profit for the year
Adjustment to the opening balance Dividend paid
At 30 June 2026
Group
Company
30 June
30 June
30 June
30 June
2026
2025
2026
2025
N'000
N'000
N'000
N'000
75,884,199
85,696,844
30,135,020
30,117,660
6,589,292
-1,476,865
28,380
5,682,174
(31,500,000)
22,219
28,380
15,119
-
-28,380
7,706
-
-28,380
(10,816)
(12,299)
-
(12,299)
(115,000)
-
-
-
(205,000)
-
-
-
(1,961,934)
4,861,916
14,129
116,666
(3,081)
-
(3,081)
-
(760)
(1,448,138)
(760)
(1,448,138)
6,410,929
14,162,991
3,393,274
2,285,016
(2,108,113)
(5,113,445)
(842,833)
(632,504)
-
(1,553,390)
-
(918,878)
(1,363,779)
2,767,918
3,038
(10,858)
(112,643,962)
(133,540,832)
(9,503,643)
(3,413,479)
(4,359,958)
(1,991,462)
(6,428,815)
(597,817)
(2,297,006)
-
(51,739)
632,332
123,762
-
-
151,686
29,325
-
-
(183,930)
(197,197)
(32,500)
6,035,986
23,697,271
46,927,896
33,892,253
(11,305,749)
(10,076,841)
(20,088,508)
54,801,390
20,797,770
Cash generated from operating activities
Note
Profit before tax
Adjustment for:
Depreciation of PP&E 5
Prior year adjustment
Amortization of intangible assets 6
Depreciation of right of use asset 5
Profit on disposal of property, plant & equipment 21
Insurance claim received 21
Proceed from Scrap assets 21
Impairment allowance on financial assets 11.2
Writeback/write off during the period 11.2
Dividend Income on equity securities 21
Finance cost 24.2
Finance income 24.1
Adjustment for tax on franked income 16
Unrealised foreign exchange loss/(gain) 25
Changes in working capital:
(Increase) in trade and other receivables (Increase) in prepayment and other asset (Increase) in inventories
Increase in Contract Liabilities
Increase in Define benefits 36
(Decrease) in Deferred Income (Decrease)/Increase in trade and other payables
Net cash generated from/(used in) operations
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.
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
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 30 June 2026 that have not been adequately provided for or disclosed in these financial statements.
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
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
Other Investment
Other Investments
Deposit for shares - United Bank for Africa Plc *
*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.
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
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
Movement in other investment
Opening Balance Addition during the year
Reclassified to Investment in financial asset (note 13)
Group
30 June
31 December
2026
2025
N'000
N'000
125,391,254
93,951,248
21,511,557
50,121,099
(17,633,183)
(20,185,243)
(1,351,029)
1,504,150
127,918,599
125,391,254
Non-controlling interest
As at 1 January Profit for the period Dividend paid
Other comprehensive income
Below is analysis of Non-controlling interest share of profit after tax
Transcorp Energy Limited
N'000
Transcorp Hotel Plc Transcorp Power Plc
N'000
N'000
TransAfam Power Limited
N'000
Total
N'000
Net (loss)/profit after tax (37,831) 10,537,453 38,495,356 2,664,668 51,659,646
Non-Controlling Interest share holding 1.00% 23.84% 49.01% 5.00%
Share of profit (378) 2,512,129 18,866,573 133,233 21,511,557
Other comprehensive income - -416,699 (2,553,853) (894) (2,971,446)
Non-Controlling Interest share holding 1.00% 23.84% 49.01% 5.00%
Share of profit - (99,341) (1,251,643) (45) (1,351,029)
Group
30 June
31 December
2026
2025
N'000
N'000
1,633,813
925,069
1,757,488
1,833,900
3,391,301
2,758,969
Contract liabilities
Short-term advances for hospitality services (note 34.1) Key money from Hilton (note 34.2)
1,786,633
1,604,668
1,077,889
1,681,080
3,391,301
2,758,969
Current Non current
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.
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 30 June 2026.
Group
Company
30 June
31 December
30 June
31 December
2026
2025
2026
2025
N'000
N'000
N'000
N'000
679,201
1,119,778
32,500
25,000
1,063
65,000
-
65,000
(184,992)
(505,577)
(32,500)
(57,500)
495,272
679,201
-
32,500
Defered Income
At 1 January
Addition during the period
Released to the statement of profit or loss
445,063
50,209
476,500
202,701
-
-
32,500
-
495,272
679,201
-
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 was credited to other operating income in the statement of profit or loss for the period ended 30 June 2026
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
30 June
31 December
2026
2025
N'000
N'000
595,057
443,372
-
-
595,057
443,372
-
-
595,057
443,372
98,326
84,159
496,731
359,213
595,057
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
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 | 30 June2026 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 | - | - | - | - |
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 | N229,574,623,850 | N251,149,106,573.80 | ||
Declaration:
Transcorp Plc with a free float percentage of 54.44% as at 30 June 2026, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
Transcorp Plc with a free float value of N229,574,623,850.50 as at 30 June 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 N41.50 (31 December 2025:N45.40)
