# TRANSCORP POWER PLC (Formerly Transcorp Power Limited) ## ANNUAL REPORTS AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2024 * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ Table of Contents Corporate Information ... i Reports of the Directors ... ii Corporate Governance Report ... viii Statement of Directors' Responsibilities ... xix Certification of Financial Statements ... xx Report of the Statutory Audit Committee ... xxi Certification By Company Secretary ... xxii Management’s Report on the Assessment of Internal Control Over Financial Reporting ... xxiii Assurance Report of Independent Auditor ... 1 Independent Auditor’s Report ... 4 Statement of Profit or Loss and Other Comprehensive Income ... 10 Statement of Financial Position ... 11 Statement of Changes in Equity ... 12 Statement of Cashflow ... 13 Note to the Financial Statements ... 14 Statement of Value Added ... 59 Five-Year Financial Summary ... 60 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Corporate Information Company Registration No. RC 1067143 Tax Identification Number 14640316-0001 Registered Office 38 Glover Road Ikoyi, Lagos Nigeria. Plant Address Board of Directors Mr. Risqua Muhammed Engr. Vincent Ozoude Engr. Charles Odita Ms. Faith Tuedor-Matthews Mr. Christopher Ezeafulukwe Auditors Company Secretary Principal Banker United Bank for Africa Plc * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Reports of the Directors In line with the Companies and Allied Matters Act 2020 (CAMA), the Board of Directors (‘the Directors’) have the pleasure to submit their report together with the audited financial statements for the year ended 31 December 2024, to the members of Transcorp Power Plc. ("the Company"). This report discloses the financial performance and state of affairs of the Company. Incorporation and address The Company is the successor company from the merger of Transcorp Ughelli Power Limited and Ughelli Power The Company is the successor company from the merger of Transcorp Ughelli Power Limited and Ughelli Power Plc. Transcorp Ughelli Power Limited was incorporated in Nigeria on 24 September 2012 under the Companies and Allied Matters Act, of Nigeria as a private limited liability company for the purpose of acquiring 100% shareholding in Ughelli Power Plc from the Federal Government of Nigeria on 1 November 2013 On 1 October 2015, Transcorp Ughelli Power Limited merged with its subsidiary, Ughelli Power Plc with a resultant change in name to Transcorp Power Limited, and cancellation of the share capital of Ughelli Power Plc. No new company was formed. On 19 December 2023, the Company held an Extra ordinary General Meeting (EGM) and passed a resolution to convert the company from a private limited liability company to a public limited liability company, and the consequent change of name from Transcorp Power Limited to Transcorp Power Plc on 10 January 2024. At the same meeting, the Company increased its share capital from ₦42,733,641.50 divided into 85,467,283 ordinary shares of ₦0.50 each to ₦3,750,000,000.00 divided into 7,500,000,000 ordinary shares of ₦0.50 each by the creation of an additional 7,414,532,717 ordinary shares of ₦0.50 each. It was also approved that the shares of the company be listed on the main Board of the Nigerian Exchange Limited (NGX). The address of the Company’s registered office is: 38 Glover Road Ikoyi, Lagos Nigeria. Principal activities The Company is mainly engaged in the generation and sale of electric power. The Company is mainly engaged in the generation and sale of electric power. | Results | | --- | | Revenue | | Profit before income tax | | Income tax expense | | Profit for the year | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 305,943,634 | 142,122,364 | | | 113,287,196(33,273,928) | 52,763,701(22,530,171) | | | 80,013,268 | 30,233,530 | The Board of Directors has recommended the payment of N5 per ordinary share as full year dividend to shareholders. This is inclusive of the interim dividend of N1.50 per share paid during the year. (FY 2023 dividend N3.128 per share). * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Contraventions The Company did not contravene any regulations during the year under review. Directors The names of the Directors at the date of this report and of those who held office during the year are as follows: The names of the Directors at the date of this report and of those who held office during the year are as follows: | Mr. Emmanuel Nnorom | Chairman | | --- | --- | | Engr. Peter Ikenga | Managing Director | | Dr.(Mrs.) Owen Omogiafo,OON | Non-Executive | | Mr. Adim Jibunoh | Non-Executive | | Mr.Peter Hertog(Dutch) | Non-Executive | | Mr.Risqua Muhammed | Non-Executive | | Engr.Vincent Ozoude | Non-Executive | | Engr.Charles Odita | Independent M | | Ms.Faith Tuedor-Matthews | Independent M | | Mr. Christopher Ezeafulukwe | Non-Executive | | Director/Chief Executive Officer | | --- | | Director | | Director | | Director(Retired December 31,2024) | | Director(Retired December 31,2024) | | Director | | on-Executive Director(Appointed March 14,2024) | | on-Executive Director(Appointed April 1,2024) | | Director(Appointed August 1,2024) | Directors' Interests in Contracts For the purpose of Section 303 (1) of the Companies and Allied Matters Act, (CAMA) 2020, Thomassen Service For the purpose of Section 303 (1) of the Companies and Allied Matters Act, (CAMA) 2020, Thomassen Service Middle East LLC ("Thomassen") Thomassen is a company where Mr. Peter Hertog has controlling interest. No other Director has notified the Company of his or her direct or indirect interest in contracts or proposed contracts with the Company during the year. During the year, Thomassen was awarded supply contracts in the total sum of $670,591.29. Directors' Shareholding For the purpose of Sections 302 and 303 of the Companies and Allied Matters Act, CAMA 2020, some of the For the purpose of Sections 302 and 303 of the Companies and Allied Matters Act, CAMA 2020, some of the Directors have direct and indirect holding in the Company as a result of being principal officers or key shareholders in the various companies that are shareholders of Transcorp Power Plc. | Full Name | Position | Direct Holding | Indirect Holding | Companies represented by indirect holding | | --- | --- | --- | --- | --- | | Mr. Emmanuel Nnorom | Chairman | 17,354,867 | 3,641,000 | Vine Foods Ltd | | Engr. Peter Ikenga | Managing Director | 325,159 | N/A | N/A | | Dr.(Mrs.) Owen Omogiafo,OON | Non-Executive Director | 18,355,867 | 3,824,435,342 | Transnational Corporation Plc | | Mr. Adim Jibunoh | Non-Executive Director | 51,000 | N/A | N/A | | Mr.Peter Hertog(Dutch) | Non-Executive Director | N/A | 150,860,423 | Thomassen Holding Limited | | Mr.Risqua Muhammed | Non-Executive Director | 1,917,790 | 489,790,951 | Woodrock Energy Resources Limited | | Mr. Christopher Ezeafulukwe | Non-Executive Director | 9,947,792 | N/A | N/A | | Engr.Vincent Ozoude | Non-Executive Director | 51,000 | N/A | N/A | | Mr.Charles Odita | Non-Executive Director | 20,000 | N/A | N/A | | Ms.Faith Tuedor-Matthews | Non-Executive Director | N/A | N/A | N/A | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Reports of the Directors (cont’d) Shareholders Major Shareholders According to the register of members, the following shareholders of the Company hold 5% or more of the issued According to the register of members, the following shareholders of the Company hold 5% or more of the issued Ordinary share capital as at 31 December 2024 | SHAREHOLDERS WITH 5% AND ABOVE | | --- | | Shareholder | | Transnational Corporation Plc | | Rich Point Limited | | Woodrock Energy Resources Limited | | Shareholding(Units) | % | | --- | --- | | 3,824,435,342 | 50.99 | | 2,418,608,587 | 32.25 | | 489,790,951 | 6.53 | Shareholding Analysis | Share range | Number of shareholders | % of Shareholders | Number of holdings | % of shareholdings | | --- | --- | --- | --- | --- | | 1-1,000 | 4,239 | 62% | 1,100,555 | 0.0% | | 1,001-5,000 | 1,257 | 18% | 3,197,102 | 0.0% | | 5,001-10,000 | 417 | 6% | 3,188,317 | 0.0% | | 10,001-50,000 | 551 | 8% | 12,672,665 | 0.2% | | 50,001-100,000 | 136 | 2% | 10,043,993 | 0.1% | | 100,001-500,000 | 121 | 2% | 28,256,707 | 0.4% | | 500,001-1,000,000 | 28 | 0% | 20,969,558 | 0.3% | | 1,000,001-5,000,000 | 41 | 1% | 79,583,216 | 1.1% | | 5,000,001-10,000,000 | 5 | 0% | 41,541,508 | 0.6% | | 10,000,001-50,000,000 | 7 | 0% | 178,365,688 | 2.4% | | 50,000,001-100,000,000 | 1 | 0% | 97,711,180 | 1.3% | | 100,000,001-500,000,000 | 3 | 0% | 780,340,582 | 10.4% | | 1,000,000,001-Above | 2 | 0% | 6,243,028,929 | 83.2% | | TOTAL | 6,808 | 100% | 7,500,000,000 | 100% | Shareholding structure and Free Float The company met the free float requirement as at 31 December 2024 with 575,244,014 shares (7.67%) valued The company met the free float requirement as at 31 December 2024 with 575,244,014 shares (7.67%) valued at N207,030,320,638.60 as on that date. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Shareholding structure and Free Float (cont’d) | TRANSCORP POWER PLC | | | | | | --- | --- | --- | --- | --- | | FREE FLOAT COMPUTATION | | | | | | Company Name: | TRANSCORP POWER PLC | | TRANSCORP POWER PLC | | | Period/Year End: | 30/09/2024 | | 31/12/2024 | | | Reporting Period: | Q3 2024 | | Q4 2024 | | | Share Price at end of reporting period: | N301.70 | | N359.90 | | | | Units | Percentage(In relation to Issued Share Capital) | Units | Percentage(In relation to Issued Share Capital) | | Issued Share Capital | 7,500,000,000 | 100% | 7,500,000,000 | 100% | | Details of Substantial Shareholdings (5% and above) | | | | | | TRANSNATIONAL CORPORATION PLC | 3,824,435,342 | 50.99 | 3,824,435,342 | 50.99 | | RICH POINT LIMITED | 2,418,593,587 | 32.25 | 2,418,593,587 | 32.25 | | WOODROCK ENERGY RESOURCES LIMITED | 492,790,951 | 6.57 | 489,790,951 | 6.53 | | Total Substantial Shareholdings | 6,735,819,880 | 89.81 | 6,735,819,880 | 89.81 | | Directors' Shareholdings(direct and indirect), excluding directors with substantial interests | | | | | | MR EMMANUEL NNOROM | 17,354,867 | 0.23 | 17,354,867 | 0.23 | | MR EMMANUEL NNOROM(Indirect) | 3,641,000 | 0.00 | 3,641,000 | 0.00 | | MR. PETER IKENGA | 325,159 | 0.00 | 325,159 | 0.00 | | DR MRS OWEN OMOGAIFO | 18,355,867 | 0.24 | 18,355,867 | 0.24 | | MR ADIM JIBUNOH | 51,000 | 0.00 | 51,000 | 0.00 | | MR PETER HERTOG | - | - | - | - | | MR PETER HERTOG(THOMASSENHOLDING LIMITED) Indirect | 150,860,423 | 2.01 | 150,860,423 | 2.01 | | MR. RISQUA MUHAMMED | 1,917,790 | 0.03 | 1,917,790 | 0.03 | | MR VINCENT OZOUDE | 51,000 | 0.00 | 51,000 | 0.00 | | MR CHARLES ODITA | 20,000 | 0.00 | 20,000 | 0.00 | | MS FAITH TUEDOR-MATTHEWS | - | - | - | - | | Total Directors' Shareholdings | 188,936,106 | 2.51 | 192,577,106 | 2.57 | | Free Float in Units and Percentage | 575,244,014 | 7.67 | 575,244,014 | 7.67 | * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Reports of the Directors (cont’d)** ## Equal Employment Opportunity The Company pursues an equal employment opportunity policy. It does not discriminate against any person on the ground of race, religion, colour, or physical disability. ## Employment of Physically Challenged Persons The Company has a policy of fair consideration of job applications by physically challenged persons having regard to their abilities and aptitude. The Company’s policy prohibits discrimination against such persons in the recruitment, training, and career development of its employees. In the event of members of staff becoming physically challenged, every effort is made to ensure that their employment with the Company continues, and that appropriate training arrangements are made. As at 31 December 2024, no physically challenged person was employed in the Company. ## Employee Health, Safety and Welfare The Company maintains business premises and work environments that promote the safety and health of its employees and other stakeholders. The Company's rules and practices in this regard are reviewed and tested regularly. Also, the Company provides free medical insurance for its employees and their families through selected health management organizations and hospitals. In addition, the company has an on-site clinic for staff and provides lunch on site, to improve employee wellbeing. ## Employee Training and Involvement The Company places a high premium on the development of its manpower and consults with employees on matters affecting their well-being. Formal and informal channels of communication are employed to keep staff abreast of various factors affecting the performance of various businesses in the Company. In-house and external trainings are carried out at various levels across the business chains in the Company. The Company’s skill base has been extended by a range of training provided to employees. ## Prohibition of Insider Trading – Code of Conduct for Directors & Staff The Company has a Code of Conduct which guides members of the Board, Staff, Contractors, Suppliers, Consultants, and Business Partners in areas of Health and Safety, Anti-bribery, Ethical behaviour, Money laundering, Securities Trading, Insiders dealing, Discrimination, Drugs, Alcohol, and Substance abuse or trafficking, Conflict of Interest disclosures, Anti-Trust, Relationships with Customers, Information Security Management and more. Each member of staff and Director is made to sign an undertaking to abide by the Company’s Code of Conduct. ## Complaint Management Procedure A dedicated process and feedback mechanism for the management and resolution of shareholders’ complaints is in place and can also be accessed on the Company’s website. ## Risk Management Policy and Practices The Company has an Enterprise Risk Management Framework, which sets out the governance structure, process and policy requirements for the consistent management of risk. The Framework Is developed in line with the Committee of Sponsoring Organisation of Treadway Commission (COSO) to institutionalize risk management practices in the company. It covers principles such as Risk Management Objectives, Risk Management Strategies, Risk Management Philosophy and Culture, Risk Appetite and Risk Oversight as well as the processes including risk identification, analysis, management, monitoring, reporting and communication. The Board sets the tone, and the risk appetite for each business and risks identified. The Board assesses the risks following a quarterly risk assessment exercise. The Board Audit and Governance Committee (BAGC) has oversight over risk management. The risk report is presented quarterly at each BAGC meeting and key risks noted are escalated to the Board with recommendations from the BAGC on how to manage them effectively. The risk management systems and practices of the Company are effective and efficient. vi * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 \[Image: Im0\] \[Image: Im0\] Reports of the Directors (cont’d) \[Image: Im0\] Property, plant and equipment (PPE) Informaton relatng to changes in Property, plant and equipment is provided in Note 15 to the fnancial \[Image: Im0\] Informaton relatng to changes in Property, plant and equipment is provided in Note 15 to the fnancial statements. In the opinion of the Directors, the market value of the Property, plant and equipment is not less than the carrying value. \[Image: Im0\] \[Image: Im0\] Format of the fnancial statements The fnancial statements are presented in accordance with the reportng and presentaton requirements of the \[Image: Im0\] The fnancial statements are presented in accordance with the reportng and presentaton requirements of the Companies and Allied Maters Act, CAMA 2020 and Internatonal Financial Reportng Standards. The Directors consider that the format adopted is the most suitable for the Company. \[Image: Im0\] \[Image: Im0\] Securites Trading Policy The Company’s Code of Conduct prohibits employees and Directors from insider trading, dealings and stock \[Image: Im0\] The Company’s Code of Conduct prohibits employees and Directors from insider trading, dealings and stock tpping during closed periods. The Capital Market, Board, Management and Employees and other relevant insiders are regularly notfed of closed periods. \[Image: Im0\] \[Image: Im0\] Fines and Penaltes The Company was not fned or penalized for any infracton during the year under review. \[Image: Im0\] The Company was not fned or penalized for any infracton during the year under review. \[Image: Im0\] The Nature of any Related Party Relatonship and Transacton Note 23 provides the total amount of transactons that have been entered into with related partes for the \[Image: Im0\] Note 23 provides the total amount of transactons that have been entered into with related partes for the relevant fnancial year: \[Image: Im0\] \[Image: Im0\] As stated in Note 31, subsequent to the year end, there are no other signifcant subsequent events which could have had a material efect on the state of afairs of the Company as at 31 December 2024. \[Image: Im0\] \[Image: Im0\] Donatons/charitable gifs Donatons made during the year Nil (2023: Nil). \[Image: Im0\] Donatons made during the year Nil (2023: Nil). \[Image: Im0\] Messrs. Deloite & Touche have expressed their willingness to contnue to be the Company's auditors in accordance with Secton 401 (1) of the Companies and Allied Maters Act, (CAMA) 2020. A resoluton shall be made at the Annual General Meetng authorizing the Directors to determine their remuneraton. \[Image: Im0\] \[Image: Im0\] FRC/2019/PRO/NBA/002/00000019306 \[Image: Im0\] By Order of the Board \[Image: Im0\] Company Secretary FRC/2019/PRO/NBA/002/00000019306 \[Image: Im0\] 21st January 2025 \[Image: Im0\] * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Corporate Governance Report** Transcorp Power Plc is committed to upholding the highest standards of corporate governance fostering a culture defined by strong business ethics, robust policies and procedures and effective internal control systems. The principles of good corporate governance are at the centre of Transcorp Power Plc’s operations, serving as a cornerstone in creating and sustaining value for the Company’s key stakeholders. The Board plays a pivotal role in embedding high standards of corporate governance across the Company. It ensures that Management implements and adheres to sound policies, procedures, frameworks and systems resulting in an efficiently functioning company, focused on delivering sustained value to shareholders and other stakeholders. Recognising that strong corporate governance is integral to long-term financial success, the Company remains steadfast in its efforts to governance practices alongside financial performance, understanding that the two are intrinsically linked and mutually reinforcing. **Overview** The Board serves as the cornerstone of the Company’s corporate governance framework. Board members are entrusted with upholding the highest standards of governance as they carry out their fiduciary duties and responsibilities. The roles and responsibilities of the Board and its Committees are clearly defined in the Board and Committees Governance Charter. These Committees are established to support the Board in performing its duties and achieving the Company’s objectives. However, the delegation of functions to these Committees does not absolve Board members of their overarching responsibilities and obligations. The Company has the following Board Committees: Technical Committee (TC), Finance and Investment Committee (FIC), Board Audit and Governance Committee (BAGC) and there is also a Statutory Audit Committee (SAC). Existing corporate governance policies approved by the Board of Directors remained operational throughout the period under review. Below are key policies that underpin and promote good Corporate Governance within the Company: ## 1.1. Governance Framework This governance framework outlines the policies that governs the Company’s operations. It provides guidelines for policy development, application, classification, review, and revision as well as protocols for policy deviations and the use of guiding templates. ## 1.2. Board and Board Committees Governance Charter This Charter defines the types and composition of Committees, their composition, terms of reference and functions. It delineates the roles and responsibilities of the Board, its Committees, Non- Executive Directors, the MD/CEO, Executives, and the Company Secretary. Additionally, it outlines provisions for tenure, meetings, quorum, proceedings, appointments, and the overall governance framework for the Board, its committees, and their members. ## 1.3. Executive Management Charter This Charter governs the Executive Management Committee (EMC) of the Company detailing its composition, role, terms of reference, proceedings, and overall governance structure for Management. viii * * * Annual reports and accounts For the year ended 31 December 2024 For the year ended 31 December 2024 Corporate Governance Report (cont’d) 1.4. Code of Conduct This Policy ensures a consistent approach on integrity-related matters between the Company and its This Policy ensures a consistent approach on integrity-related matters between the Company and its employees, directors, government officials, business partners and customers. It outlines the policies and procedures for addressing issues such as anti – corruption, conflict of interest, anti – bribery/improper payments, money laundering, terrorism financing and insider trading (blackout policy). Upon appointment, each staff member and director signs an undertaking to adhere to the Code with annual declarations of compliance executed thereafter. 1.5. Whistleblowing Policy This policy establishes procedures for reporting and investigating suspected fraudulent, illegal and This policy establishes procedures for reporting and investigating suspected fraudulent, illegal and unethical activities within the Company. It provides a clear mechanism for stakeholders to report concerns in good faith, ensures proper investigation of such cases and reinforces the Company’s commitment to a non-victimization policy for any stakeholder that reports concerns responsibly. 1.6. Non-Audit Services Policy This policy was designed to safeguard the independence and objectivity of the Company’s external This policy was designed to safeguard the independence and objectivity of the Company’s external auditor. It sets out measures to mitigate risks that could arise from the provision of non-audit services by the external auditor. 2 Board of Directors The Board of Directors bear the primary responsibility of representing and promoting the interest of shareholders and other key stakeholders, by ensuring sustainable value creation and Company performance. 2.1. General The Board of Directors bear the primary responsibility of representing and promoting the interest of The Board consists of ten (10) members comprising one (1) Executive Director, seven (7) Non-Executive Directors and two (2) independent Non-Executive Directors. In line with the provisions of the Companies and Allied Matters Act 2020 and the Company’s Board Governance Charter, the Chairman of the Board presides over board proceedings. During the 2024 financial year, the Board convened five (5) times, exceeding the minimum quarterly meeting requirement stipulated by the Nigerian Code of Corporate Governance. Details of the Directors’ attendance at these meetings are included in this Corporate Governance Report. 2.2. Board Appointment, Induction and Training Processes The appointment of Directors is based on the recommendations from the Board Audit and Governance A structured Director Induction Plan & Procedure are in place to familiarise newly appointed Directors with the Company’s business operations, governance framework, key personnel and its subsidiary businesses. The induction program also includes training sessions conducted Groupwide for both new and existing Board members. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.3. Separation of the position of Chairman and Managing Director In adherence to global best practices in corporate governance, the roles of the Chairman and Managing Director/CEO were held by In adherence to global best practices in corporate governance, the roles of the Chairman and Managing Director/CEO were held by separate individuals during the year under review. 2.4. Membership and Changes on the Board As at year ended December 31, 2024, the Board comprised one (1) Executive Director and nine (9) Non-Executive Directors, As at year ended December 31, 2024, the Board comprised one (1) Executive Director and nine (9) Non-Executive Directors, including two (2) Independent Non - Executive Directors. Three changes occurred on the Board during the period under review. i. Engr. Charles Odita was appointed an Independent Non-Executive Director on March 14, 2024. ii. Ms. Faith Tuedor - Matthews, OFR was appointed as an Independent Non-Executive Director on April 1, 2024. ii. Ms. Faith Tuedor - Matthews, OFR was appointed as an Independent Non-Executive Director on April 1, 2024. iii. Mr. Christopher Ezeafulukwe was appointed as a Non -Executive Director on August 1, 2024. iii. Mr. Christopher Ezeafulukwe was appointed as a Non -Executive Director on August 1, 2024. The composition of the Board of Directors of the Company is as follows: | S/N | Director | Designation | Appointment/ Resignation Date | Date re-appointed/re-elected | | --- | --- | --- | --- | --- | | 1 | Mr. Emmanuel Nnorom | Chairman | Appointed: January 30,2014 | Date last re-elected: April6,2022 | | 2 | Engr.Peter Ikenga | MD/CEO | Appointed as a NED:February19,2021. Appointed as MD/CEO:September1,2023 | NA | | 3 | Dr.(Mrs.)Owen D.Omogiafo, OON | Non-Executive Director | Appointed:March25,2020 | Date last re-elected:April6,2022 | | 4 | Mr.Adim Jibunoh | Non-Executive Director | Appointed:July1,2017 | Date last re-elected:May20,2024 | | 5 | Mr.Peter Hertog | Non-Executive Director | Appointed:November6,2012 Retired:December31,2024 | Date last re-elected:April5,2023 | | 6 | Mr.Risqua Muhammed | Non-Executive Director | Appointed:November6,2012 Retired:December31,2024 | Date last re-elected:April5,2023 | | 7 | Engr.Vincent Ozoude | Non-Executive Director | Appointed:February19,2021 | Date last re-elected:May20,2024 | | 8 | Engr.Charles Odita | Independent Non-Executive Director | Appointed:March14,2024 | Nil | | 9 | Ms.Faith Tuedor-Matthew, OFR | Independent Non-Executive Director | Appointed:April1,2024 | Nil | | 10 | Mr.Christopher Ezeafulukwe | Non-Executive Director | Appointed:August1,2024 | Nil | The Tenure of Service for the Directors who served as at December 31, 2024 are as indicated in the table below: | S/N | Director | Tenure of service | | --- | --- | --- | | 1 | Mr. Emmanuel Nnorom | 10 years | | 2 | Engr. Peter Ikenga | 3 years(18 months as Non-Executive Director and 15 months as MD/CEO) | | 3 | Dr.(Mrs.) Owen D. Omogiafo,OON | 4 years | | 4 | Mr. Adim Jibunoh | 7 years | | 5 | Mr.Peter Hertog\* | 12 years | | 6 | Risqua Muhammed\* | 12 years | | 7 | Engr.Vincent Ozoude | 3 years | | 8 | Engr.Charles Odita | 9 Months | | 9 | Ms.Faith Tuedor-Matthews,OFR | 8 Months | | 10 | Mr. Christopher Ezeafulukwe | 4 Months | The Directors to retire by rotation and offering themselves for re-election are Mr. Emmanuel Nnorom, Dr. (Mrs.) Owen D. Omogiafo, OON and Mr. Adim Jibunoh. - Mr. Peter Hertog and Mr. Risqua Muhammed retired on December 31, 2024. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.5. Board Meeting Attendance The Chairman of the Board of Directors presides over the Board and General Meetings. The Board met The Chairman of the Board of Directors presides over the Board and General Meetings. The Board met five (5) times in the year 2024. The table below shows Directors’ attendance at Board meetings for the year. | S/N | Director | Total Attendance | 15-Feb | 23-Jul | 08-Nov | 09-Dec | 10-Dec | | --- | --- | --- | --- | --- | --- | --- | --- | | 1 | Mr. Emmanuel Nnorom | 5 | √ | √ | √ | √ | √ | | 2 | Engr. Peter Ikenga | 5 | √ | √ | √ | √ | √ | | 3 | Dr.(Mrs.) Owen D.Omogiafo,OON | 5 | √ | √ | √ | √ | √ | | 4 | Mr. Adim Jibunoh | 5 | √ | √ | √ | √ | √ | | 5 | Mr. Peter Hertog | 5 | √ | √ | √ | √ | √ | | 6 | Mr. Risqua Muhammed | 5 | √ | √ | √ | √ | √ | | 7 | Engr. Vincent Ozoude | 5 | √ | √ | √ | √ | √ | | 8 | Engr. Charles Odita | 4 | NA | √ | √ | √ | √ | | 9 | Ms.Faith Tuedor-Matthews,OFR | 4 | NA | √ | √ | √ | √ | | 10 | Mr. Christopher Ezeafulukwe | 3 | NA | NA | √ | √ | √ | BOARD MEETINGS Key Key √ = Director was present for the meeting √ = Director was present for the meeting Х= Director was absent with an apology Х= Director was absent with an apology N/A = Not Applicable. Director was not yet appointed to the Board. N/A = Not Applicable. Director was not yet appointed to the Board. Engr. Charles Odita was appointed Independent Non - Executive director on March 14, 2024, Ms. Faith Tuedor-Matthews, OFR was appointed Independent Non - Executive Director on April 1 2024, and Mr. Christopher Ezeafulukwe was appointed as Non - Executive Director on August 1 2024. (i) Making recommendations on the plant output target of the Company for the year in terms of megawatts (MW). (ii) Providing maintenance recommendations and maintenance blueprints for plant equipment for the 2.6.1. Technical Committee The Technical Committee (“TC”) provides strategic oversight on technical matters, as well as health, (iii) Providing oversight on both human and material resources needed to be deployed in order to achieve megawatt output target and to carry out maintenance works. (iv) Providing recommendations on technical partnerships and joint ventures with other companies. (iv) Providing recommendations on technical partnerships and joint ventures with other companies. (v) Providing recommendations and oversight for the company’s expansion plans. (v) Providing recommendations and oversight for the company’s expansion plans. (vi) Reviewing/approval of major acquisition and rehabilitation agreements. (vii) Providing oversight on the company’s regulatory compliance. (viii) Providing oversight on the company’s HSE implementation. (viii) Providing oversight on the company’s HSE implementation. (ix) Reviewing plant performance quarterly and yearly. (vi) Reviewing/approval of major acquisition and rehabilitation agreements. (vii) Providing oversight on the company’s regulatory compliance. (ix) Reviewing plant performance quarterly and yearly. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.6.1. Technical Committee (cont’d) Technical Committee members as at year ended December 31, 2024: | s/n | Director | Designation | | --- | --- | --- | | 1 | Engr. Vincent Ozoude | Chairman | | 2 | Engr. Peter Ikenga | Member | | 3 | Dr.(Mrs.)Owen Omogiafo,OON | Member | | 4 | Mr.Peter Hertog | Member | | 5 | Engr.Charles Odita | Member | | 6 | Mr.Christopher Ezeafulukwe | Member | The Committee met three (3) times in the year under review. The table below shows the meeting dates and members’ attendance in 2024: | S/N | Director | Total Attendance | 18-Mar | 02-Jul | 14-Oct | | --- | --- | --- | --- | --- | --- | | 1 | Engr. Vincent Ozoude | 3 | √ | √ | √ | | 2 | Engr. Peter Ikenga | 3 | √ | √ | √ | | 3 | Dr.(Mrs.)Owen Omogiafo,OON | 3 | √ | √ | √ | | 4 | Mr.Peter Hertog | 3 | √ | √ | √ | | 5 | Engr.Charles Odita\* | 2 | NA | √ | √ | | 6 | Mr. Christopher Ezeafulukwe\* | 1 | NA | NA | √ | Key √= Director was present for Meeting √= Director was present for Meeting N/A = Not Applicable. Director was not yet appointed to the Board. N/A = Not Applicable. Director was not yet appointed to the Board. x = Director was absent with an apology x = Director was absent with an apology \*Engr. Charles Odita became a member of the Technical Committee on July 2, 2024 and Mr. Christopher Ezeafulukwe became a member of the Committee on October 14, 2024. 2.6.2. Finance and Investment Committee The Finance and Investment Committee (FIC) has primary responsibility for providing oversight and guidance (i) Advising the Board on all matters relating to finance, procurement, general purposes and financial arrangements. (ii) Ensuring that adequate and comprehensive financial controls are in place and implemented in line (iii) Advising on the appointment of the Auditors and on matters arising from the audit. (iv) Considering and recommending annual estimates of income and expenditure to the Board (ii) Ensuring that adequate and comprehensive financial controls are in place and implemented in line with Financial Regulations. (iii) Advising on the appointment of the Auditors and on matters arising from the audit. (vi) Requesting and receiving reports from other Committees on any matter having a financial implication (vii) Contributing to and reviewing financial planning as part of the strategic and business planning process (viii) Monitoring and recommending actions in relation to debtors. (viii) Monitoring and recommending actions in relation to debtors. (ix) Monitoring and advising on staffing arrangements and budgets. (ix) Monitoring and advising on staffing arrangements and budgets. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.6.2. Finance and Investment Committee (cont’d) Finance and Investment Committee members as at December 31, 2024 are: | s/n | Director | Designation | | --- | --- | --- | | 1 | Dr. (Mrs.) Owen Omogiafo, OON | Chairman | | 2 | Engr. Peter Ikenga | Member | | 3 | Mr. Risqua Muhammed | Member | | 4 | Mr. Adim Jibunoh | Member | | 5 | Mr. Christopher Ezeafulukwe | Member | The FIC met three (3) times in the year under review. The table below shows the meeting dates and members’ attendance in 2024: | s/n | Director | Total Attendance | 05-Feb | 22-July | 14-Oct | | --- | --- | --- | --- | --- | --- | | 1 | Dr.(Mrs.)OwenOmogiafo,OON | 3 | √ | √ | √ | | 2 | Engr.PeterIkenga | 3 | √ | √ | √ | | 3 | Mr.RisquaMuhammed | 3 | √ | √ | √ | | 4 | Mr.AdimJibunoh | 3 | √ | √ | √ | | 5 | Mr.ChristopherEzeafulukwe\* | 1 | NA | NA | √ | Key √= Director was present for Meeting √= Director was present for Meeting x= Director was absent with an apology x= Director was absent with an apology N/A = Not Applicable. Director was not yet appointed to the Board. N/A = Not Applicable. Director was not yet appointed to the Board. \*Mr. Christopher Ezeafulukwe became a member of the Finance and Investment Committee on October 14, 2024. 2.6.3. Board Audit and Governance Committee The Board Audit and Governance Committee is responsible for audit, remuneration, nomination (i) Advising the Board on all matters relating to finance, procurement, general purposes, staffing policy and establishing procedures for the nomination of Directors (ii) Advising and recommending to the Board the composition of the Board (ii) Advising and recommending to the Board the composition of the Board (iii) Approving recruitments, promotions, redeployments, and disengagements for the Company/Heads of (viii) Reviewing and recommending to the Board and Shareholders any changes to the Memorandum and Articles of Association (ix) Evaluating and appraising the performance of the Board and Board Committees and its members (ix) Evaluating and appraising the performance of the Board and Board Committees and its members annually in conjunction with consultants (x) Monitoring other aspects of activities of the Company including internal targets, health, and safety. (x) Monitoring other aspects of activities of the Company including internal targets, health, and safety. (xi) Evaluating the adequacy of internal audits and internal controls that could significantly affect the (xi) Evaluating the adequacy of internal audits and internal controls that could significantly affect the Company’s financial statements and special audit steps adopted in the event of significant control deficiencies, if any, including those reported by internal audit. (xii) Having oversight of the assessment of risk and actions taken to minimize risk. (xii) Having oversight of the assessment of risk and actions taken to minimize risk. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Corporate Governance Report (cont’d) 2.6.3. Board Audit and Governance Committee (cont’d) Board Audit and Governance Committee (BAGC) members as at year ended December 31, 2024 are: | s/n | Director | Designation | | --- | --- | --- | | 1 | Mr. Adim Jibunoh | Chairman | | 2 | Dr.(Mrs.) Owen D. Omogiafo,OON | Member | | 3 | Engr.Vincent Ozoude | Member | | 4 | Engr.Charles Odita | Member | | 5 | Ms.Faith Tuedor-Matthews,OFR | Member | The BAGC met five (5) times in the year under review. The table below shows the meeting dates and members’ attendance in 2024: | s/n | Director | Total Attendance | 06-Feb | 09-Feb | 30-Mar | 16-July | 15-Oct | | --- | --- | --- | --- | --- | --- | --- | --- | | 1 | Mr. Adim Jibunoh | 5 | √ | √ | √ | √ | √ | | 2 | Dr.(Mrs.) Owen D. Omogiafo,OON | 5 | √ | √ | √ | √ | √ | | 3 | Engr.Vincent Ozoude | 5 | √ | √ | √ | √ | √ | | 4 | Engr.Charles Odita | 1 | NA | NA | NA | √ | X | | 5 | Ms.Faith Tuedor-Matthews,OFR | 1 | NA | NA | NA | NA | √ | Key √= Director was present for Meeting √= Director was present for Meeting x= Director was absent with an apology N/A = Not Applicable. Director was not yet appointed to the Board. Engr. Charles Odita became a member of the Board Audit and Governance Committee on July 16, 2024 and Ms. Faith Tuedor-Matthews, OFR became a member on August 6, 2024. 2.6.4. Statutory Audit Committee The Statutory Audit Committee (SAC) is entrusted with the critical responsibility of reviewing the * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.6.4. Statutory Audit Committee (cont’d) Statutory Audit Committee members as at year ended December 31, 2024: | s/n | Director | Designation | | --- | --- | --- | | 1 | Mr. Chukwuma Nweke | Chairman | | 2 | Mr. Olusegun Owoeye | Member | | 3 | Hajia Hauwa Umar | Member | | 4 | Mr. Adim Jibunoh | Member | | 5 | Engr. Charles Odita | Member | Transcorp Power Plc became a public company on the 4th of March 2024. In compliance with section 404 (3) of the Companies and Allied Matters Act, the Statutory Audit Committee of the Company was constituted at the Annual General Meeting of the Company which took place on May 20, 2024; hence, two SAC meetings were held by the Company during the year under review. The SAC met two (2) times in the year under review. The table below shows the meeting dates and members’ attendance in 2024: | s/n | Member | Total Attendance | 23-7月 | 08-11月 | | --- | --- | --- | --- | --- | | 1 | Mr. Chukwuma Nweke | 2 | √ | √ | | 2 | Mr. Olusegun Owoeye | 2 | √ | √ | | 3 | Hajia Hauwa Umar | 2 | √ | √ | | 4 | Mr. Adim Jibunoh | 2 | √ | √ | | 5 | Engr. Charles Odita | 2 | √ | √ | 2.6.5 Executive Management Committee The Executive Management Committee (EMC) is primarily responsible for making decisions that ensure The Executive Management Committee (EMC) is primarily responsible for making decisions that ensure the effective and efficient management of the Company. Below are other specific functions of the EMC: i. Articulate the strategy of the Company and recommend same to the Board for approval. ii. Discuss strategic matters and their impact on the Company’s business. ii. Discuss strategic matters and their impact on the Company’s business. iii. Recommend to the Board the framework or policy for investment; and monitor the implementation of investment procedures. iv. In line with Board approvals and guidance, outline the Company’s philosophy, policy, objectives Non- Executive Directors During the financial year 2024, Non-Executive Directors earned N3,250,000 as Directors’ fees annually while the Chairman earned N5,500,000, various components of remuneration are payable quarterly, half-yearly or annually. iv. In line with Board approvals and guidance, outline the Company’s philosophy, policy, objectives and resultant tasks to be accomplished. v. Recommend to the Board, structures and systems through which activities are arranged, defined v. Recommend to the Board, structures and systems through which activities are arranged, defined and coordinated in terms of specific objectives. vi. Prepare an annual financial plan for the approval of the Board and ensure the achievement of set 3. Directors’ Remuneration Policy The Board’s remuneration policy is designed to align with the Company’s operating environment and vi. Prepare an annual financial plan for the approval of the Board and ensure the achievement of set objectives. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Corporate Governance Report (cont’d) 3. Directors’ Remuneration Policy (cont’d) Non- Executive Directors (cont’d) Board Meetings During the 2024 financial year, Non-Executive Directors earned N350,000 sitting allowances per meeting During the 2024 financial year, Non-Executive Directors earned N350,000 sitting allowances per meeting while the Chairman earned N500,000, Transport costs and hotel expenses were reimbursed where applicable. Board Committee Meetings During the 2024 financial year, Non-Executive Directors earned N300.000 sitting allowances per meeting, During the 2024 financial year, Non-Executive Directors earned N300.000 sitting allowances per meeting, while the Chairman earned N350,000. Transport costs and hotel expenses were reimbursed where applicable. Executive Directors The remuneration policy for executive directors includes the following: The remuneration policy for executive directors includes the following: Fixed remuneration: considering the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for equivalent posts of equivalent status within the industry both within and outside Nigeria. Variable annual remuneration linked to performance: The amount of this remuneration is subject to achieving specific, quantifiable and measurable Key Performance Indicators set and appraised annually by the Parent and Company Boards. 4. Clawback Policy The Company has a clawback policy 5. Clawback Policy The Company has a clawback policy to recover performance bonus payments from executive management and employees if necessary. 6. Annual Corporate Governance Evaluation The firm of Angela Aneke & Co. Limited conducted the Board evaluation for the year ended December The firm of Deloitte & Touche has served as the Independent Auditors of the Company for five years. In compliance with the Company’s and Allied Matters Act 2020. Deloitte & Touche has expressed their willingness to continue for another term, subject to shareholders’ approval of their remuneration at the Annual General Meeting. The Human Resources Policy outlines benefits for eligible employees and ensures compliance with relevant labor laws, regulations, and best practices. The Company also maintains an internal control system to uphold these standards. 6. Human Resource Policies and Internal Management Structure The Human Resources Policy outlines benefits for eligible employees and ensures compliance with The Company did not incur any fines or penalties during the year under review. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Corporate Governance Report (cont’d) 10. Statement of Compliance The Company carried out its Corporate Governance practices in line with the Nigerian Code of Corporate The Company carried out its Corporate Governance practices in line with the Nigerian Code of Corporate Governance 2018. 11. Relationship with Shareholders The Company values its relationships with shareholders and recognizes the importance of continuous The Company values its relationships with shareholders and recognizes the importance of continuous engagement. These interactions have been mutually beneficial, and the Company welcomes further contributions at the Annual General Meeting. The Company remains committed to upholding shareholder rights. 12. Code of Conduct & Business Ethics The Code of Conduct & Business Ethics provides general guidance and complements other policies and The Code of Conduct & Business Ethics provides general guidance and complements other policies and procedures of the Company regarding ethics and acceptable conduct in the organization. The Code clearly defines parameters of acceptable principles and standards in which Directors and employees are expected to conduct themselves in undertaking the business of the Company. 13. Communications Policy The Communications Policy governs how information is communicated within Transcorp Power Plc and The Communications Policy governs how information is communicated within Transcorp Power Plc and how the Company’s representatives may communicate with outside parties. The Policy defines who “outside parties” are and applies to all Transcorp Power Plc’s employees, directors, officers, consultants and contractors. 14. Internal Control/Audit The entire staff and Management of Transcorp Power Plc take ownership and responsibility for protecting The entire staff and Management of Transcorp Power Plc take ownership and responsibility for protecting the Company against fraudulent transactions. The Control unit takes responsibility for ensuring and promoting compliance with statutory and regulatory requirements, as well as with internal policies approved by the Board. The primary functions of Internal Audit are to review transactions entered into by the Company to ensure completeness, compliance and accuracy. Internal Audit also provides assurance to the Board and Management that internal control processes are in place and adequate. The Head of Internal Control/Audit reports directly to the Board through the Audit and Governance Committee. 15. ``` Environmental, Social, and Governance Policy ``` This Policy covers the environmental and social dimensions of sustainable development which the In addition, Transcorp Power Plc is committed to achieving the highest standards in Health, Safety and Environment (HSE) Policy management, maintaining a healthy and safe working environment throughout its operations for all its employees, consultants, sub-consultants and other third parties, ensuring compliance and prevention of loss of any life, equipment or property. Recognizing our need to provide the highest quality of services, we proactively integrate the Health, Safety and Environment objectives into our management systems at all levels, actively reinforced by rewards and recognition programs. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 15. ``` Environmental, Social, and Governance Policy (cont’d) ``` In view of the above, the Company’s Board and Management implement as follows: i. Allocate all necessary resources to achieve set goals. ii. Provide and maintain safe and healthy working conditions in compliance with all statutory and ii. Provide and maintain safe and healthy working conditions in compliance with all statutory and regulatory requirements. iii. Make available all necessary safety devices, protective equipment and supervision of usage. iii. Make available all necessary safety devices, protective equipment and supervision of usage. iv. Maintain constant and continued interest in the Company’s health and safety matters, by iv. Maintain constant and continued interest in the Company’s health and safety matters, by ensuring employees undertake hazard spotting as a normal part of their duties. v. Provide appropriate training to enable employees to perform their work safely and efficiently. v. Provide appropriate training to enable employees to perform their work safely and efficiently. vi. Mandate the use of protective equipment provided as and when required. vi. Mandate the use of protective equipment provided as and when required. vii. Adherence to our Company’s procedures for minimizing the environmental effects of its vii. Adherence to our Company’s procedures for minimizing the environmental effects of its activities. viii. Investigate accidents with the aim of preventing their re-occurrence. viii. Investigate accidents with the aim of preventing their re-occurrence. ix. Minimize waste through re-use and recycling where applicable. x. Suspending any activity if the employee or consultant notices any unsafe situation. xi. Report any damaged equipment, or accidents, to the responsible departmental head. xi. Report any damaged equipment, or accidents, to the responsible departmental head. All employees of Transcorp Power Plc at all times understand their specific responsibilities for Health, Safety and Environment within the organization. By Order of the Board FRC/2019/PRO/NBA/002/00000019306 21 January 2025 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Directors' Responsibilities The Directors of Transcorp Power Plc are responsible for the preparation of the financial statements that give a true and fair view of the financial position of the Company as at 31 December 2024, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with IFRS Accounting Standards and in the manner required by the Companies and Allied Matters Act 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, • 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 with IFRS Accounting • providing additional disclosures when compliance with the specific requirements in with IFRS Accounting Standards are insufficient to enable users to understand the impact of transactions, other events and conditions on the company's financial position and financial performance. Going Concern The Directors have made an assessment of the Company’s ability to continue as a going concern and have no The Directors have made an assessment of the Company’s ability to continue as a going concern and have no reason to believe the Company will not remain a going concern in the year ahead. The financial statements of the Company for the year ended 31 December 2024 were approved by the Directors on the 21 January 2025. On behalf of the Directors of the Company. \[Image: Im0\] Peter Ikenga Managing Director/Chief Executive Officer FRC/2021/PRO/DIR/003/00000023699 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\[Image: Im0\] \[Image: Im0\] Emmanuel Nnorom Chairman FRC/2014/PRO/DIR/003/00000007402 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Certification of Financial Statements In accordance with section 405 of the Companies and Allied Act of Nigeria, the Chief Executive Officer and the Chief Financial Officer certify that the financial statements have been reviewed and based on our knowledge, the: (i) audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and (ii) audited financial statements and all other financial information included in the statements fairly present, (ii) audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the company as of and for, the periods covered by the audited financial statements. We state that management and directors: (i) are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company is made known to the officer by other officers of the company, particularly during the period in which the audited financial statement report is being prepared, (ii) has evaluated the effectiveness of the company’s internal controls within 90 days prior to the date of its (ii) has evaluated the effectiveness of the company’s internal controls within 90 days prior to the date of its audited financial statements, and (iii) certifies that the company’s internal controls are effective as of that date; (iii) certifies that the company’s internal controls are effective as of that date; We have disclosed: (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the company’s ability to record, process, summarise and report financial data, and has identified for the company’s auditors any material weaknesses in internal controls, and (ii) whether or not, there is any fraud that involves management or other employees who have a significant company’s auditors any material weaknesses in internal controls, and (ii) whether or not, there is any fraud that involves management or other employees who have a significant role in the company’s internal control; and (iii) as indicated in the report, whether or not, there were significant changes in internal controls or in other (iii) as indicated in the report, whether or not, there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Peter Ikenga Managing Director/Chief Executive Officer FRC/2021/PRO/DIR/003/00000023699 The financial statements of the Company for the year ended 31 December 2024 were approved by the Directors on 21 January 2025. On behalf of the Directors of the Company. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Report of the Statutory Audit Committee To the Members of Transcorp Power Plc In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act 2020, we, the members of the Statutory Audit Committee of Transcorp Power Plc ("the Company"), hereby report that: (a) The accounting and reporting policies of the Company for the year ended 31 December 2024 are consistent with legal requirements and ethical practices; (b) The internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the (b) The internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the internal control systems (c) The scope and planning of the statutory independent audit for the year ended 31 December 2024 are (c) The scope and planning of the statutory independent audit for the year ended 31 December 2024 are satisfactory; and (d) We have considered the independent auditors' post-audit report and Management responses thereon (d) We have considered the independent auditors' post-audit report and Management responses thereon and are satisfied with the responses to our questions as well as the state of affairs at Transcorp Power Plc \[Image: Im0\] Chukwuma Nweke FRC/2024/PRO/ICAN/004/233415 Members of the Statutory Audit Committee | 1. | Mr. Chukwuma Nweke | - | Chairman | | --- | --- | --- | --- | | 2. | Mr. Olusegun Owoeye | - | Member | | 3. | Hajia Hauwa Umar | - | Member | | 4. | Mr. Adim Jibunoh | - | Member | | 5. | Engr. Charles Odita | - | Member | | Representative of shareholders | | --- | | Representative of shareholders | | Representative of shareholders | | Non-Executive Director | | Independent Non-Executive Director | * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Certification By Company Secretary** In my capacity as Company Secretary, I hereby certify, in terms of the Companies and Allied Matters Act, 2020 that for the year ended 31 December 2024, the Company has lodged all such returns as are required of a company in terms of this Act, and that all such returns are, to the best of my knowledge and belief, true, correct and up to date. **\\_\\_\\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** **Atinuke Kolade** **Company Secretary** **FRC/2019/PRO/NBA/002/00000019306** ## 21 January 2025 xxii * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Management’s Report on the Assessment of Internal Control Over Financial Reporting The Management of Transcorp Power Plc (“Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Transcorp Power Plc’s system of internal control over financial reporting is supported with written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions are taken by management to correct deficiencies as they are identified. All internal control systems have inherent limitations, including the possibility of circumvention and overriding of controls, and, therefore, can provide only reasonable assurance as to the reliability of financial statement preparation and asset safeguarding In addition, the internal audit function provides its independent assurance on the effectiveness of the internal control over financial transactions by its structured review of Finance activities. Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2024\. In making this assessment, management used the COSO 2013 “Internal Control –Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting was properly designed and operates effectively. Additionally, based upon management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2024 The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by Deloitte, an independent registered public accounting firm. Dated this 21st day of January 2025 Peter Ikenga \[Image: Im0\] Managing Director/Chief Executive Officer Managing Director/Chief Executive Officer FRC/2021/PRO/DIR/003/00000023699 \[Image: Im0\] Evans Okpogoro Chief Finance Officer FRC/2021/PRO/ICAN/001/00000023056 * * * \[Image: Image25\] Tel: +234 (1) 904 1700 [www.deloitte.com.ng](http://www.deloitte.com.ng/) Assurance Report of Independent Auditor To the Shareholders of Transcorp Power Plc Assurance Report on management’s assessment of controls over financial reporting We have performed a limited assurance engagement in respect of the systems of internal control over financial reporting of Transcorp Power Plc (“the Company”) as of 31 December 2024, in accordance with the FRC Guidance on assurance engagement report on Internal Control over Financial Reporting and based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (“the ICFR framework”), and the SEC Guidance on Management report on Internal Control over Financial Reporting. Transcorp Power Plc’s management is responsible for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting including the accompanying Management's Report on Internal Control Over Financial Reporting. We have also audited, in accordance with the International Standards on Auditing, the financial statements of the Company, and our report dated 22 January 2025 expressed unmodified opinion. Limited Assurance Conclusion Based on the procedures we have performed and the evidence that we have obtained, nothing has come to our Based on the procedures we have performed and the evidence that we have obtained, nothing has come to our attention that causes us to believe that the Company did not establish and maintain an effective system of internal control over financial reporting, as of the specified date, based on the SEC Guidance on Management Report on Internal Control Over Financial Reporting. Definition of internal control over financial reporting Internal control over financial reporting is a process designed by, or under the supervision of, the entity's principal executive and principal financial officers, or persons performing similar functions, and effected by the entity's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that: I. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company and the group; II. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of II. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and group; and III. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, III. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. * * * ## Inherent limitations Our procedures included the examination of historical evidence of the design and implementation of the Company’s system of internal control over financial reporting for the year ended 31 December 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ## Directors’ and Management’s Responsibilities The Directors are responsible for ensuring the integrity of the entity’s financial controls and reporting. Management is responsible for establishing and maintaining a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards and the ICFR framework. Section 7(2f) of the Financial Reporting Council of Nigeria (Amendment) Act 2023 further requires that management performs an assessment of internal controls, including information system controls. Management is responsible for maintaining evidential matters, including documentation, to provide reasonable support for its assessment of internal control over financial reporting. ## Our Independence and Quality Control We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behavior. The firm applies the International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. ## Auditor’s Responsibility and Approach Our responsibility is to express a limited assurance opinion on the company's internal control over financial reporting based on our Assurance engagement. We performed our work in accordance with the FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting and the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements other than the Audits or Reviews of Historical Financial Information (ISAE 3000) revised. That Standard requires that we comply with ethical requirements and plan and perform the limited assurance engagement to obtain limited assurance on whether any matters come to our attention that causes us to believe that the Company did not establish and maintain an effective system of internal control over financial reporting in accordance with the ICFR framework. That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion on whether the Company and Group established and maintained an effective system of internal control over financial reporting. * * * As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting. ## Abraham Udenani, FCA (FRC/2013/PRO/ICAN/004/00000000853) ## Deloitte & Touche (FRC/2022/COY/091021) ## Lagos, Nigeria ## 22 January 2025 * * * \[Image: Image25\] Deloitte & Touche Civic Towers Plot GA 1, Ozumba Mbadiwe Avenue Victoria Island Lagos Nigeria Independent Auditor’s Report Tel: +234 (1) 904 1700 [www.deloitte.com.ng](http://www.deloitte.com.ng/) To the Shareholders of Transcorp Power Plc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Transcorp Power Plc. set out on pages 10 to 57, which comprise We have audited the financial statements of Transcorp Power Plc. set out on pages 10 to 57, which comprise the statements of financial position as at 31 December 2024, and the statements of profit or loss and other comprehensive income, the statements of changes in equity and the statements of cash flows for the year then ended, the notes to the financial statements, including a summary of material accounting policy information. In our opinion, the financial statements give a true and fair view of financial position of Transcorp Power Plc as at 31 December 2024, and its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act (CAMA) 2020 and Financial Reporting Council of Nigeria (Amendment) Act 2023. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the requirements of the International Ethics Standards Board for Accountants’ (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA code) and other independence requirements applicable to performing audits of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and other ethical requirements that are relevant to our audit of Financial Statements in Nigeria. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. * * * \[Image: Image25\] | Key Audit Matter | | | --- | --- | | Impairment assessment of Plant and Machinery | | | Plant and machinery which are majorly Turbines are a significant element of the operations of the Company and its main cash generating unit. | The impairment indicators are observed from either external sources such as market value decline, negative changes in technology, markets, economy, laws, and regulatory environment or from internal sources such as obsolescence, physical damage, idle asset. | | As disclosed in Note 15, the carrying amount of the Plant and Machinery was N48.1 billion as at 31 December 2024. In determining the recoverable amount, the company has adopted fair value less cost to sell. | | | Based on the materiality of the asset class (plant and machinery) and the level of judgement involved in estimating any impairment loss therein, we have considered impairment assessment of plant and machinery a key audit matter. | | | IAS 36 - Impairment of Assets requires that a company's assets are not carried at more than their recoverable amounts; and to be assessed at each reporting date to determine whether there is any indication of impairment. | | | Impairment indicators are observed from either external sources such as market value decline, negative changes in technology, markets, economy, laws, and regulatory environment or from internal sources such as obsolescence, physical damage, idle asset. | | | As disclosed in Note 15, the carrying amount of the Plant and Machinery was N48.1 billion as at 31 December 2024. In determining the recoverable amount, the company has adopted fair value less cost to sell. | | | Based on the materiality of the asset class (plant and machinery) and the level of judgement involved in estimating any impairment loss therein, we have considered impairment assessment of plant and machinery a key audit matter. | | | How the matter was addressed in the audit | | --- | | Audit procedures that we performed include the following: | | We obtained an understanding of management's processes and controls in place to determine impairment indicators through inquiries from the operations and maintenance personnel; and the assessment thereof regarding the plant and machinery. | | We physically verified the gas turbines and transformers to confirm its existence and working condition. | | We obtained and reviewed management assessment of impairment. | | We obtained and reviewed management valuation of the recoverable amount of plant and machinery as performed by the management expert. The management adopted fair value less cost to sell as recoverable amount. | | We involved our valuation specialists to review the model adopted and used by the management expert and evaluated the appropriateness, reasonableness of the assumptions and methodology adopted. | | We checked to ascertain that the carrying amount of plant and machinery was not higher than the recoverable amount. | | We assessed the sufficiency and appropriateness of the related disclosures in the financial statements. | | d on the procedures performed, we believe that the impairment assessment on the company's plant and machinery reasonable, and no impairment loss noted. | * * * \[Image: Image25\] | Key Audit Matter | | | --- | --- | | Impairment of Goodwill | | | The Company has a material amount of N9.7 billion as goodwill as disclosed in Note 16 of the financial statements. Goodwill arose from the excess of the consideration over acquisition-date fair values of identifiable asset of Ughelli Power Plc on 1 November 2013. | TH | | In line with the provision of IAS 36-impairment of assets, goodwill should be tested for impairment annually.The Company performed the impairment testing,and no impairment loss was recorded. | | | Impairment of goodwill is a significant risk area and based on the level of judgement involved in estimating any impairment loss therein,we have considered it to be a key audit matter. | | | How the matter was addressed in the audit | | --- | | e audit procedures that we performed include the following: | | We inquired and obtained an understanding of the processes and controls involved in goodwill valuation and impairment testing. | | We tested the design and operating effectiveness of the key controls over the completeness and accuracy of the estimates and forecast made on impairment of goodwill. | | We obtained and reviewed the goodwill impairment model and a five-year forecast of the statements of financial performance and position for the periods ending 31 December 2025 to 31 December 2029. | | We evaluated the appropriateness of the approach (value in use method) used by management in determining the recoverable amounts of the cash generating unit. The management adopted value in use method. | | We reviewed the forecast financial statements and the underlying assumptions thereon. | | We involved our valuations specialists to review the model provided by the management and evaluate the appropriateness and reasonableness of the assumptions as well as the methodology adopted. To check for any impairment loss, our specialists recomputed the recoverable amount and ensure it was above the recorded value. | | We reviewed the financial statements to ensure that necessary disclosures relating to goodwill were made. | | Based on the procedures performed, we believe that the goodwill impairment assessment was reasonable and there is enough head room to cover for any possible impairment loss. | * * * ## Other Information The Directors are responsible for the other information. The other information comprises the information included in the document titled “Transcorp Power Plc Annual Reports and Accounts for the year ended 31 December 2024”, which includes the Directors’ Report, the Audit Committee’s Report, Corporate Governance Report, Statement of Directors’ Responsibility, Certification of Financial Statements, the Company Secretary’s Report, the Statement of Corporate Responsibility for Financial Statements, and Other National Disclosures as required by the Financial Reporting Council of Nigeria which we obtained prior to the date of this report. The other information does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Based on the work we have performed on the other information obtained prior to the date of this auditor’s report, if we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ## Responsibilities of the Directors for the Financial Statements The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, the Financial Reporting Council of Nigeria (Amendment) Act 2023 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. ## Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. * * * - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ## Report on Other Legal and Regulatory Requirements In accordance with the Fifth Schedule of the Companies and Allied Matters Act, we expressly state that: i) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit. ii) The Company has kept proper books of account, so far as appears from our examination of those books. iii) The Company’s financial position and its statement of profit or loss and other comprehensive income are in agreement with the books of account and returns. * * * In accordance with the requirements of the Financial Reporting Council of Nigeria (Amendment) Act 2023, we performed a limited assurance engagement and reported on management's assessment of the company's internal control over financial reporting as of 31 December 2024. The work performed was done in accordance with FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting (this Guidance), and we have issued a report with no exception in our report dated 22 January 2025. That report is included on pages 1 to 3 of the annual report and accounts. ## Abraham Udenani, FCA-FRC/2013/PRO/ICAN/004/00000000853 ## For: Deloitte & Touche ## Chartered Accountants ## Lagos, Nigeria ## 22 January 2025 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2024 \| Continuing operations Revenue from contracts with customers | Cost of sales | | --- | | Gross profit | | Other operating income | | Impairment loss on financial assets | | Administrative expenses | | Operating profit | | Finance income | | Finance cost | | Other gain / (loss) | | Profit before income tax | | Income tax expense | | Profit for the year | | Other comprehensive (loss)/income: | | Items that will not be reclassified to profit or loss | | Items that may be reclassified to profit or loss | | Total comprehensive income for the year | | Basic and diluted earnings per share(N)\* | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | 7 | 305,943,634 | 142,122,364 | | 8 | (163,733,739) | (66,700,227) | | | 142,209,895 | 75,422,137 | | 9 | 21,156 | 597,949 | | 12 | (8,109,188) | (2,731,924) | | 11 | (20,090,766) | (8,663,021) | | | 114,031,097 | 64,625,141 | | 10.1 | 7,342,864 | 3,009,908 | | 10.2 | (9,858,358) | (7,694,081) | | 10.3 | 1,771,593 | (7,177,267) | | 10.4 | 113,287,196 | 52,763,701 | | 13 | (33,273,928) | (22,530,171) | | | 80,013,268 | 30,233,530 | | | - | - | | | - | - | | | 80,013,268 | 30,233,530 | | 14 | 10.67 | 4.03 | \*The Basic and diluted earnings per share of N92.25 in 2023 published account was restated using the 7,500,000,000 outstanding shares as at December 31, 2023. Refer note 34. The notes on pages 14 to 57 are an integral part of these financial statements. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Financial Position As at year ended 31 December 2024 | As at year ended 31 December 2024 | | | --- | --- | | | | | Assets | | | Non-current assets | | | Property, plant and equipment | | | Intangible asset | | | Investments | | | Current assets | | | Inventories | | | Trade and other receivables | | | Cash and cash equivalents | | | Total current assets | | | Total assets | | | Equity and liabilities | | | Equity | | | Share capital | | | Share premium | | | Retained earnings | | | Total equity | | | Liabilities | | | Non-current liabilities | | | Borrowings | | | Deferred tax liabilities | | | Current liabilities | | | Trade and other payables | | | Current tax payable | | | Borrowings | | | Total liabilities | | | Total equity and liabilities | | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | 15 | 60,609,082 | 57,979,878 | | 16 | 9,701,191 | 9,701,191 | | 22 | 17,380,744 | 2,373,892 | | 87,691,017 | 70,054,961 | | | 17 | 2,367,501 | 1,760,790 | | 18 | 298,388,501 | 145,206,225 | | 19 | 8,335,248 | 6,368,572 | | 309,091,250 | 153,335,587 | | | | 396,782,267 | 223,390,548 | | 24 | 3,750,000 | 3,750,000 | | 25 | 44,385,019 | 44,385,019 | | 26 | 78,490,595 | 9,727,327 | | 126,625,614 | 57,862,346 | | | 21.2 | 33,093,392 | 29,753,262 | | 13.3 | 7,254,111 | 9,198,374 | | 40,347,503 | 38,951,636 | | | 20 | 172,446,559 | 98,835,833 | | 13.1 | 52,848,904 | 20,181,722 | | 21.2 | 4,513,687 | 7,559,011 | | 229,809,150 | 126,576,566 | | | | 270,156,653 | 165,528,202 | | | 396,782,267 | 223,390,548 | The financial statements and notes on pages 10 to 60 were approved by the Board of Directors on January 21, 2025 and signed on its behalf by: \[Image: Im0\] \[Image: Im0\] \[Image: Im0\] Emmanuel Nnorom \[Image: Im0\] Chairman, Board of Directors FRC/2014/PRO/DIR/003/00000007402 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Changes in Equity For the period ended 31 December 2024 | | Share capital (Note 25) N'000 | | --- | --- | | Balance at 1 January 2023 | 40,108 | | Profit for the year | - | | Scrip issue(Note 24) | 2,625 | | Bonus issue(Note 24) | 3,707,267 | | Dividends(Note 29) | - | | Balance at 31 December 2023 | 3,750,000 | | Profit for the year | - | | Dividends(Note 30) | - | | Total transactions with owners, recognised directly in equity | - | | Balance at 31 December 2024 | 3,750,000 | | Share premium (Note 24) N'000 | Retained earnings (Note 25) N'000 | Total N'000 | | --- | --- | --- | | 34,967,736 | 2,956,132 | 37,963,976 | | - | 30,233,530 | 30,233,530 | | 13,124,550 | - | 13,127,175 | | (3,707,267) | - | - | | - | (23,462,335) | (23,462,335) | | 44,385,019 | 9,727,327 | 57,862,346 | | - | 80,013,268 | 80,013,268 | | - | (11,250,000) | (11,250,000) | | - | 68,763,268 | 68,763,268 | | 44,385,019 | 78,490,595 | 126,625,614 | The notes on pages 14 to 57 are an integral part of these financial statements. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Cashflow For the year ended 31 December 2024 | For the year ended 31 December 2024 | | | --- | --- | | Cash generated from operations | | | Profit before tax | | | Adjustment to reconcile profit before tax to net cash flow | | | Depreciation of property, plant and equipment | | | Finance income | | | Finance cost | | | Net Impairment allowance on financial assets | | | Effect of Foreign exchange loss | | | Adjustment to property, plant and equipment | | | Working capital adjustments: | | | Increase in trade and other receivables | | | Increase in inventories | | | Increase in trade and other payables\*\* | | | Cash flows from operating activities | | | Tax paid | | | Net cash flows from operating activities | | | Investing activities | | | Purchase of property, plant and equipment | | | Investment in shares | | | Proceeds from liquidation of bond securities | | | Interest income received | | | Net cash used in investing activities | | | Financing activities | | | Dividend paid | | | Proceeds from borrowings | | | Repayments of loan interest\*\* | | | Repayments of principal | | | Net cash used in financing activities | | | Net movement in cash and cash equivalents | | | Cash and cash equivalents at the beginning of the year | | | Effect of foreign exchange on cash balance | | | Cash and cash equivalents at the end of the year | | | \\*\\* The prior year number was restated for non-cash | | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 113,287,196 | 52,763,701 | | ows: | | | | 11.1 | 4,901,062 | 4,757,058 | | 10.1 | (7,342,864) | (3,009,908) | | 10.2 | 9,858,358 | 14,871,348 | | 12 | 8,109,188 | 2,731,924 | | 10.3 | 1,771,593 | (3,714,153) | | 15 | 1,124,000 | - | | | (147,313,093)(606,711)73,610,726 | (50,647,439)(147,817)9,402,482 | | | 57,399,455 | 27,007,196 | | 13.1 | (2,551,009) | (1,976,988) | | | 54,848,446 | 25,030,208 | | 15 | (8,654,265) | (4,883,077) | | 22 | (16,778,130) | - | | 22 | 1,771,278 | - | | | 1,473,681 | 3,009,908 | | | (22,187,436) | (1,873,169) | | | (23,092,160) | (2,322,472) | | 21.2 | 23,463,000 | 14,949,597 | | 21.2 | (8,156,423) | (7,168,882) | | 21.2 | (23,465,125) | (24,948,341) | | | (31,250,708) | (19,490,098) | | | 1,410,302 | 3,666,940 | | | 6,368,572 | 2,701,632 | | | 556,374 | - | | 19 | 8,335,248 | 6,368,572 | \\*\\* The prior year number was restated for non-cash script dividends and the presentation of interest and principal payments of borrowings. Refer to note 34. The notes on pages 14 to 57 are an integral part of these financial statements. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the Financial Statements 1 General information Transcorp Power Plc ("the Company") was incorporated in Nigeria on 24 September 2012 under the Companies and Allied Matters Act as amended as a private limited liability company as Transcorp Power Limited and is domiciled in Nigeria. It changed name to Transcorp Power Plc in January 2024. Transcorp Power Plc is a subsidiary of Transnational Corporation Plc (Transcorp). The company's principal activity is the generation and sales of electric power. The financial statements are presented in Nigerian Naira (NGN) and all values are rounded to the nearest thousand (N’000), except when otherwise indicated. 1.1 Basis of preparation The financial statements have been prepared in compliance with IFRS Accounting Standards and The financial statements have been prepared in compliance with IFRS Accounting Standards and interpretations issued by the International Accounting Standard Board (IASB) and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council (Amendment) Act 2023. Further standards may be issued by the International Accounting Standards Board (IASB) and may be subject to interpretations issued by the IFRIC. The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. 1.2 Financial period These financial statements cover the financial year from 1 January 2024 to 31 December 2024, with These financial statements cover the financial year from 1 January 2024 to 31 December 2024, with comparative figures for the financial year ended 31 December 2023. 1.3 Going Concern The Directors have at the time of approving the financial statements, a reasonable expectation that the The Directors have at the time of approving the financial statements, a reasonable expectation that the Company 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 financial statements. 1.4 Composition of financial statements The financial statements are drawn up in Naira, the functional currency of Transcorp Power Plc. Other National Disclosures • Notes to the financial statements. • Statement of profit or loss and other comprehensive income • Statement of financial position The financial statements are prepared in accordance with IFRS Accounting Standards and comprise: • Value added statement • Five-year financial summary • Five-year financial summary * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 2 Application of new and revised IFRS Accounting Standards 2.1 New and amended standards and interpretations that are effective for the current year In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. Amendments to IAS 1 Non-current Liabilities with Covenants The amendments specify that only covenants that an entity is required to comply with on or before the end of the The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or noncurrent). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants. Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose information about Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose information about its supplier finance arrangements that enables users of financial statements to assess the effects of those arrangements on the entity’s liabilities and cash flows. In addition, IFRS 7 was amended to add supplier finance arrangements as an example within the requirements to disclose information about an entity’s exposure to concentration of liquidity risk. • The carrying amount, and associated line items presented in the entity’s statement of financial position, of the liabilities that are part of the arrangements. • The carrying amount, and associated line items for which the suppliers have already received payment • The carrying amount, and associated line items for which the suppliers have already received payment from the finance providers. • Ranges of payment due dates for both those financial liabilities that are part of a supplier finance • Ranges of payment due dates for both those financial liabilities that are part of a supplier finance arrangement and comparable trade payables that are not part of a supplier finance arrangement. • Liquidity risk information • Liquidity risk information * * * For the year ended 31 December 2024 Note to the financial statements (cont’d) 2.1 New and amended standards and interpretations that are effective for the current year (cont’d) Amendment to IFRS 16 Leases—Lease Liability in a Sale and Leaseback The amendments to IFRS 16 add subsequent measurement requirements for sale and leaseback The amendments to IFRS 16 add subsequent measurement requirements for sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. The amendments require the seller-lessee to determine ‘lease payments’ or ‘revised lease payments’ such that the sellerlessee does not recognise a gain or loss that relates to the right of use retained by the seller-lessee, after the commencement date. The amendments do not affect the gain or loss recognised by the seller-lessee relating to the partial or full termination of a lease. Without these new requirements, a seller-lessee may have recognised a gain on the right of use it retains solely because of a remeasurement of the lease liability (for example, following a lease modification or change in the lease term) applying the general requirements in IFRS 16. This could have been particularly the case in a leaseback that includes variable lease payments that do not depend on an index or rate. As part of the amendments, the IASB amended an Illustrative Example in IFRS 16 and added a new example to illustrate the subsequent measurement of a right-of-use asset and lease liability in a sale and leaseback transaction with variable lease payments that do not depend on an index or rate. The illustrative examples also clarify that the liability that arises from a sale and leaseback transaction that qualifies as a sale applying IFRS 15, is a lease liability. 2.2 New and revised IFRS Accounting Standards in issue but not yet effective At the date of authorisation of these financial statements, the company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective. They are listed below: 1. Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates effective January 1, 2025. 2. Amendments to the Classification and Measurement of Financial Instruments – Amendments to 3. Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026 4. Annual Improvements to IFRS Accounting Standards – Amendments to: 5. Annual Improvements to IFRS Accounting Standards – Amendments to: • IFRS 10 Consolidated Financial Statements; and • IAS 7 Statement of Cash flows. effective January 1, 2026 4. IFRS 18 Presentation and Disclosure in Financial Statements. effective January 1, 2027 5. IFRS 19 Subsidiaries without Public Accountability: Disclosures. effective January 1, 2027 • IAS 7 Statement of Cash flows. effective January 1, 2026 5. IFRS 19 Subsidiaries without Public Accountability: Disclosures. effective January 1, 2027 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 2.2 New and revised IFRS Accounting Standards in issue but not yet effective (cont’d) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates effective January 1, 2025 Under IAS 21 The Effects of Changes in Foreign Exchange Rates, a company uses a spot exchange rate when translating a foreign currency transaction. However, in rare cases, it is possible that one currency cannot be exchanged into another. This lack of exchangeability might arise when a government imposes controls on capital imports and exports, for example, or when it provides an official exchange rate but limits the volume of foreign currency transactions that can be undertaken at that rate. Consequently, market participants are unable to buy and sell currency to meet their needs at the official exchange rate and turn instead to unofficial, parallel markets. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These disclosures might include: • The nature and financial impacts of the currency not being exchangeable. • The spot exchange rate used; • The spot exchange rate used; • The estimation process; and • The estimation process; and • Risks to the company because the currency is not exchangeable. • Risks to the company because the currency is not exchangeable. Amendments to the Classification and Measurement of Financial Instruments -Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026 The amendments introduce an additional SPPI test for financial assets with contingent features that are Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026 The amendments introduce an additional SPPI test for financial assets with contingent features that are not related directly to a change in basic lending risks or costs – e.g. where the cash flows change depending on whether the borrower meets an ESG target specified in the loan contract. Other annual Improvements to IFRS Accounting Standards – Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 The IASB’s amendments remove the conflict between IFRS 9 and IFRS 15 over the amount at which a The IASB’s amendments remove the conflict between IFRS 9 and IFRS 15 over the amount at which a trade receivable is initially measured. Under IFRS 15, a trade receivable may be recognised at an amount that differs from the transaction price – e.g. when the transaction price is variable. Conversely, IFRS 9 requires that companies initially measure trade receivables without a significant financing component at the transaction price. The IASB has amended IFRS 9 to require companies to initially measure a trade receivable without a significant financing component at the amount determined by applying IFRS 15. If a lease liability is derecognised, then the derecognition is accounted for under IFRS 9. However, when a lease liability is modified, the modification is accounted for under IFRS 16 Leases. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 2.2 New and revised IFRS Accounting Standards in issue but not yet effective (cont’d) IFRS 18 Presentation and Disclosure in Financial Statements effective January 1, 2027 IFRS 18 replaces ‘IAS 1’ Presentation of Financial Statements. and IFRS 18 defines management IFRS 18 replaces ‘IAS 1’ Presentation of Financial Statements. and IFRS 18 defines management performance measures (MPMs); these measures are currently commonly known as non-GAAP measures, alternative performance measures (APMs) or key performance indicators (KPIs). IFRS 18 affects all companies, bringing significant changes to how you present your income statement and what information you need to disclose, and making certain ‘non-GAAP’ measures part of your audited financial statements for the first time. You’ll see three new categories of income and expenses, two defined income statement subtotals and one single note on management-defined performance measures. To provide investors with better insight into financial performance, the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes. Companies are discouraged from labelling items as ‘other’ and will now be required to disclose more information if they continue to do so. IFRS 19 Subsidiaries without Public Accountability: Disclosures effective January 1, 2027 The IASB intends to update IFRS 19 on an ongoing basis as new or amended disclosure requirements in IFRS 19 Subsidiaries without Public Accountability: Disclosures effective January 1, 2027 The IASB intends to update IFRS 19 on an ongoing basis as new or amended disclosure requirements in IFRS Accounting Standards are issued. Because of the timing of IFRS 19’s publication, disclosure requirements in new or amended IFRS Accounting Standards issued between 28 February 2021 and May 2024 were included in IFRS 19 without reductions. The IASB issued a ‘catch-up’ exposure draft in July 2024 to consult on reducing the disclosure requirements for the relevant standards issued in this period, most notably IFRS 18 Presentation and Disclosure in Financial Statements. 3 Material accounting policies 3.1 Accounting principles and policies Pursuant to the accrual basis of accounting followed by Transcorp Power Plc, the financial statements reflect the effects of transactions and other events when they occur. The financial statements have been prepared using the historical cost basis except for the financial instruments that are measured as described in these policies. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.2 Summary of material accounting policies The principal accounting policies adopted are set out below: The principal accounting policies adopted are set out below: a) Current versus non-current classification The company presents assets and liabilities in the statement of financial position based on The company 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 • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • 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 • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. 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 held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period • It is due to be settled within twelve months after the reporting period • The company does not have the right at the end of the reporting period to defer • The company does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period. The company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively. b) Revenue from contracts with customers The Company is in the business of generation and sales of electric power. The company also Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements. • a good or service (or a bundle of goods or services) that is distinct; or • a series of distinct goods or services that are substantially the same and that have the same Revenue is earned overtime in line with the continuous generation of power from the company's generating plant. • a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 3.2 Summary of material accounting policies (cont’d) ## b) Revenue from contract with customers (cont’d) In arriving at the performance obligations, the Company assessed the goods and services as capable of being distinct and as distinct within the context of the contract after considering the following: - If the customer can benefit from the individual good or service on its own - If the customer can use the good or service with other readily available resources service on its own - If multiple promised goods or services work together to deliver a combined output(s) and - whether the good or service is integrated with, highly interdependent on, highly interrelated with, or significantly modifying or customising, other promised goods or services in the contract. Capacity charge is recognised monthly based on the average available capacity declared at the beginning of the month. Revenue from energy delivered is calculated on the basis of megawatts of electricity pushed to the transmission grid. The capacity charge and energy delivered are included in revenue reported in the profit and loss account. Contract for the sale of electric power begins when the energy is generated, sent to the grid and control transfers to the transmission company then revenue is recognised per the energy generated and transmitted to the grid by the company. The Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (if any). In determining the transaction price for the sale of electric power, the company considers the existence of significant financing components and consideration payable to the customer. ## Ancillary Services Ancillary services relate to services provided by the company, other than the primary production of electricity, which is used to operate a stable and secure power system including but not limited to reactive power, operating reserve, frequency control and black start capability. The ancillary services are provided in line with the existing agreement. The Company recognises revenue from ancillary services over time as control is transferred. ## Significant financing component Using the practical expedient in IFRS 15, the Company does not adjust the promised amount of consideration for the effects of a significant financing component since it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less. ## Trade receivables A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 3.2 Summary of material accounting policies (cont’d) ## c) Current and deferred tax The tax for the period comprises current and deferred taxes. Tax is recognised in the statement of profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is recognised in other comprehensive income or directly in equity, respectively. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that are enacted or substantively enacted at the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited to the Statement of profit or loss, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax liabilities on a net basis. Deferred tax assets and liabilities are presented as non-current in the statement of financial position. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 3.2 Summary of material accounting policies (cont’d) ## d) Foreign currency translation ## (i) Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which Transcorp Power Plc. operates ('the functional currency'). The functional currency and presentation currency of Transcorp Power Plc. is the Nigerian Naira (NGN). ## (ii) Transactions and balances Transactions in foreign currencies are initially recorded by the company's functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss as either foreign exchange loss or foreign exchange gain. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non- monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non- monetary liability relating to advance consideration, the date of the transaction is the date on which the company initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the company determines the transaction date for each payment or receipt of advance consideration. ## e) Property, plant and equipment Construction in progress is stated at cost, net of accumulated impairment losses, if any. Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairs and maintenance are charged to the Statement of Profit or loss during the financial period in which they are incurred. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.2 Summary of material accounting policies (cont’d) e) Property, plant and equipment (cont’d) Property, plant and equipment transferred from customers are initially measured at fair value at the date on which control is obtained. Land, capital spares and work in progress (WIP) are not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their costs or revalued amounts to their residual values over their estimated useful lives as follows: | Buildings | | --- | | Plant and machinery-Turbines | | Furniture and fittings | | Motor vehicles | | | 2% | | --- | --- | | | 2.5% | | | 20% | | | 20% | The Company allocates the amount initially recognised in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. The carrying amount of a replaced part is derecognised when replaced. Residual values, the method of amortisation and useful lives of the assets are reviewed annually and adjusted if appropriate. Where an indication of impairment exists, an asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than it’s estimated recoverable amount. The gain or loss arising from the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in other income or expense - net in the Statement of profit or loss for the period. Assets are derecognised from the company's financial statements when an asset is sold, exchanged, abandoned, or when it's no longer expected to be useful. f) Intangible assets Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.2 Summary of material accounting policies (cont’d) Goodwill (cont’d) For purposes of impairment testing, each turbine set is treated as a cash generating unit. Costs associated with maintaining computer software programs are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognised as intangible assets when the following criteria are met: • the directors intend to complete the software product and use or sell it; • there is an ability to use or sell the software product. • there is an ability to use or sell the software product. • it can be demonstrated how the software product will generate probable future economic • it can be demonstrated how the software product will generate probable future economic benefits. • adequate technical, financial and other resources to complete the development and to use or • adequate technical, financial and other resources to complete the development and to use or sell the software product are available • the expenditure attributable to the software product during its development can be reliably • the expenditure attributable to the software product during its development can be reliably measured. Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. General and specific borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, (i.e. capitalised) until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. h) Borrowing costs General and specific borrowing costs directly attributable to the acquisition, construction, or Currently, the Company has no qualifying assets on which borrowing costs are being capitalised. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ ## Note to the financial statements (cont’d) ## 3.2 Summary of material accounting policies (cont’d) ## i) Financial instruments (Recognition and measurement) A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. ## ii) Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to the accounting policies of Revenue from contracts with customers. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. ## ii) Subsequent measurement For purposes of subsequent measurement, financial assets are classified in three categories: - Financial assets at amortised cost (debt instruments) - Financial assets at fair value through profit or loss - Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ ## Note to the financial statements (cont’d) ## 3.2 Summary of material accounting policies (cont’d) ## i) Financial instruments (Recognition and measurement) (cont’d) ## ii) Subsequent measurement (cont’d) ## Financial assets at amortised cost (debt instruments) This category is the most relevant to the Company. The Company measures financial assets at amortised cost if both of the following conditions are met: - The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows and - The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. - Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. - The Company’s financial assets at amortised cost include trade receivables, staff loans, cash and cash equivalents, treasury bills and related parties’ receivables. **Derecognition** A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e., removed from the company’s statement of financial position) when: - The rights to receive cash flows from the asset have expired or - The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 3.2 Summary of material accounting policies (cont’d) ## i) Financial instruments (Recognition and measurement) (cont’d) ## ii) Subsequent measurement (cont’d) ## Impairment of financial assets Further disclosures relating to impairment of financial assets are also provided in the following notes: - Disclosures for significant assumptions Note 3.3 - Trade receivables The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12months (a 12month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL) For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment using the loss rate model. - significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the fair value of a financial asset has been less than its amortised cost; - existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; - an actual or expected significant deterioration in the operating results of the debtor; - significant increases in credit risk on other financial instruments of the same debtor; - an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 3.2 Summary of material accounting policies (cont’d) ## i) Financial instruments (Recognition and measurement) (cont’d) ## ii) Subsequent measurement (cont’d) ## Impairment of financial assets (cont’d) The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. The financial asset is considered default after 90 days given the history of customers payment, the payment process from the customers and the company considers that the timeline is adequate. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. The company' write off policy clearly states that once there no reasonable expectation of recovering the contractual cash flows, such financial assets should be written off the books. The rationale of reasonable expectation is once the customers has informed of its inability to pay given the obvious reasons around liquidity and business going concern of the customer. ## iii) Financial liabilities and equity ## Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. ## Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received, net of direct issue costs. The repurchase of equity instruments issued by the company is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of equity instruments issued by the company. ## Financial liabilities All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.2.1 Summary of material accounting policies (cont’d) i) Financial instruments (Recognition and measurement) (cont’d) iii) Subsequent measurement (cont’d) Subsequent measurement All financial liabilities are measured subsequently at amortised cost using the effective All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL. The Company does not hold financial liabilities measured at FVTPL. The Company’s financial liabilities include trade and other payables and borrowings. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. Derecognition Financial liability is derecognised when the obligation under the liability is discharged or Financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. Offsetting of financial instruments Financial assets and financial liabilities are offset, and the net amount is reported in the Inventory is stated at a lower cost and net realisable value. Cost is determined using the weighted average cost method. The cost of inventory includes purchase costs and costs directly attributable to the purchase. j) Inventories Inventory is stated at a lower cost and net realisable value. Cost is determined using the weighted * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 3.2.2 Summary of material accounting policies (cont’d) k) Cash, cash equivalents and bank overdrafts Cash and cash equivalents include cash in hand, deposits held at call with banks, other short- Cash and cash equivalents include cash in hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of three months or less and bank overdrafts. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management. l) Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Provisions are not recognised for future operating losses. m) Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability Or • In the absence of a principal market, in the most advantageous market for the asset or • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair • In the absence of a principal market, in the most advantageous market for the asset or liability • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.2.3 Summary of material accounting policies (cont’d) m) Fair value measurement (cont’d) For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Company 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. • Financial instruments carried at amortised cost (Note 6.2) n) Dividend distribution The Company recognises a liability to pay a dividend when the distribution is authorised and the The Company recognises a liability to pay a dividend when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws of Companies and Allied Matters Act, 2020, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. In respect of interim dividends, these are recognised when declared by the Board of Directors. o) Share capital Ordinary shares are classified as ‘share capital’ in equity. Ordinary shares are classified as ‘share capital’ in equity. Retained earnings comprise the undistributed profits from previous years, which have not been reclassified to the other reserves. Retained earnings Retained earnings comprise the undistributed profits from previous years, which have not been The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Share premium Share premium refers to the excess of the share price paid for the Company's shares by the Share premium refers to the excess of the share price paid for the Company's shares by the shareholders over the nominal value of the shares issued. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 3.3.1 Critical Judgement in applying the Company's Accounting Policies The following are the critical judgements, apart from those involving estimations, that management has The following are the critical judgements, apart from those involving estimations, that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Determining the timing of satisfaction The company concluded that revenue from energy and capacity charge will be recognised overtime The company concluded that revenue from energy and capacity charge will be recognised overtime because, as the company performs, the customer simultaneously receives and consumes the benefits provided by the company's performance. The company has determined that the output method is the best method in measuring progress rendering the services to the customer. The Output method recognises revenue based on direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. The company has assessed that there is a direct relationship between the company’s measurement of the value of goods or services transferred to date, relative to the remaining goods or services promised under the contract. 3.3.2 Key sources of estimation uncertainties The key assumptions concerning the future and other key sources of estimation uncertainty at the The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the company. Such changes are reflected in the assumptions when they occur. Impairment assessment of Goodwill Impairment loss exists when the carrying value of an asset or cash generating unit exceeds its recoverable Goodwill was allocated to the CGU or group of CGUs that benefit from the synergies of the business combination. The future cash flows that the CGU is expected to generate was determined on the basis of a 52% budgeted gross margin and growth rate of 5.5% amongst other reasonable and supportable assumptions, reflecting management’s best estimate of the economic conditions over the asset’s useful life. We calculated the present value of the future cash flows using a discount rate of 28%. The value in use determined was compared to the carrying amount and there was enough headroom to indicated that there was no impairment loss. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 3.3.2 Key sources of estimation uncertainties (cont’d) Provision for expected credit losses of trade receivables and contract assets The company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are The company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for customer segments that have similar loss patterns (i.e., by product type, customer type and rating). The provision matrix is initially based on the company’s historical observed default rates. The company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the company’s trade receivables is disclosed in Note 5. Impairment of property, plant and equipment and right-of-use assets The Company assesses annually whether property, plant and equipment have any indication of The Company assesses annually whether property, plant and equipment have any indication of impairment, in accordance with relevant accounting policies. The recoverable amounts of property, plant and equipment have been determined based on fair value less cost to sell. These calculations and valuations require the use of judgment and estimates on future operating cash flows and discount rates adopted. The assets were tested for impairment in the period under review but passed the impairment test. The carrying amount of the Company's property, plant and equipment at the end of reporting period is disclosed in Note 15 to the financial statements. As described in Note 3.2 (e), the Company reviews the estimated useful life of property, plant, and equipment at each reporting date. In assessing the useful life of property, plant, and equipment, and specially with respect to the plant and ancillary facility Management considers, amongst other things, the expected usage of the assets by the Company and the terms of relevant sales and purchase agreements. Any changes in estimating the remaining useful life of property, plant and equipment will result in a higher or lower level of depreciation expenses in future periods. Other disclosures relating to the Company’s exposure to risks and uncertainties includes: • Capital management • Financial instruments risk management and policies Note 4 Note 5 • Financial instruments risk management and policies Note 5 • Sensitivity analyses disclosures Note 5 • Sensitivity analyses disclosures Note 5 * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 4 Capital management For the purpose of the Company’s capital management, capital includes issued capital, share premium and retained earnings attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise shareholder value. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the gearing ratio at less than 70%. The Company includes within net debt, interest bearing loans and borrowings, less cash and bank balances. \| Interest-bearing loans and borrowings (Note 21.2) | Less: cash and cash equivalent (Note 19) | | --- | | Net debt | | Total capital: Equity | | Capital and net debt | | Gearing ratio | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 37,607,079(8,335,248) | 37,312,273(6,368,572) | | 29,271,831 | 30,943,701 | | 125,908,434 | 57,862,346 | | 155,180,265 | 88,806,047 | | 19% | 35% | 5 Financial risk management The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has established the Board Audit and Governance Committee (BAGC), who is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the Board of Directors on its activities. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 5.1 Financial risk factors The Company’s overall risk management programme focuses on the unpredictability of financial markets The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Company does not hedge any of its risk exposures. Risk management is carried out in line with policies approved by the Board of Directors. The board provides written policies for overall risk management, as well as set the overall risk appetite for the Company. Specific risk management approaches are defined for respective risks such as interest rate risk, credit risk, liquidity and investment risk. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial performance. (a) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk in the Company are borrowings and deposits. (b) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates has been reduced since the Company’s long-term debt obligations are fixed interest rates. (c) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the foreign currency denominated borrowings that the Company has. Foreign currency risk arises from financial instruments that are denominated in a currency other than the functional currency in which they are measured. Translation-related risks are therefore not included in the assessment of the entity’s exposure to currency risks. | Cash and bank balances: | | --- | | USD | | Financial liabilities: | | Other payables | | USD | | Borrowings | | USD | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 8,408 | (493,781) | | 5 | (549) | | 5,550,453 | 4,483,313 | | 3,614 | 4,987 | | - | 1,022,703 | | - | 1,138 | * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 5.1 Financial risk factors (cont’d) ## (c) Foreign currency risk (cont’d) ## Foreign Currency Sensitivity The sensitivity analysis for currency rate risk shows how changes in the fair value or future cash flows of a financial instrument will fluctuate because of changes in exchange rates at the reporting date. The Company has borrowings, trade payables and cash denominated in foreign currencies. The table below shows the impact on the Company's profit and equity if the exchange rate between the Naira and the US Dollars had increased or decreased by 10%, with all other variables held constant: ## 31 December 31 December ## 2024 2023 Impact on profit or loss **N'000 N'000** US/NGN exchange rate- increase 10% (2023: 10%) 554,205 599,980 US/NGN exchange rate- increase 10% (2023: 10%) 554,205 599,980 ## (d)(i) Credit risk management Credit risk is managed on a group basis. For banks and financial institutions, only independently rated parties with a minimum national rating of ‘A’ are accepted. There is no independent rating for customers. Risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. The compliance with credit limits by customers is regularly monitored by management. Sales to customers are required to be settled in cash, mitigating credit risk. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions. The credit ratings of the investments are monitored for credit deterioration. * * * Note to the financial statements (cont’d) 5.1 Financial risk factors (cont’d) (d) Credit risk management (cont’d) (ii) Security No security is obtained for trade receivables either in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms No security is obtained for trade receivables either in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in default under the terms of the agreement. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. There are no credit ratings for Transcorp Power Plc's trade and other receivables. (iii) Impairment of trade receivables For trade receivables, the Company applied the simplified approach in computing ECL. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based For trade receivables, the Company applied the simplified approach in computing ECL. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses (ECL). The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., customer type). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions, and forecasts of future economic conditions. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 20. The Company does not hold collateral as security. There is no impairment on the international and foreign sales because the customers abide by its payment terms and payments are made regularly. There has been no default from the international customers. | As at 31 December 2024 | | | --- | --- | | In thousands of naira | <90 days | | Expected credit loss rate | 2.01% | | Estimated total gross carrying amount at default | 99,128,806 | | Expected credit loss | 1,992,489 | | Trade receivables | | | | | | --- | --- | --- | --- | --- | | Days past due | | | | | | 91-180 days | 181-360 days | 361-720 days | >720 days | Total | | 4.96% | 7.51% | 11.63% | 13.14% | | | 37,066,717 | 60,338,369 | 33,706,088 | 24,272,497 | 254,512,477 | | 1,838,509 | 4,531,412 | 3,920,018 | 3,188,769 | 15,471,197 | As at 31 December 2023 Trade receivables Days past due | In thousands of naira | <90 days | | --- | --- | | Expected credit loss rate | 1.10% | | Estimated total gross carrying amount at default | 35,800,819 | | Expected credit loss | 393,809 | | Days past due | | | | | | --- | --- | --- | --- | --- | | 91-180 days | 181-360 days | 361-720 days | >720 days | Total | | 3.10% | 6.70% | 10.70% | 12.71% | | | 11,234,303 | 26,630,226 | 21,456,139 | 27,133,972 | 122,255,460 | | 348,263 | 1,784,255 | 2,295,807 | 3,448,873 | 8,271,007 | The Expected credit loss rates are a function of the days past due of the aging noting the Nigeria credit rating went down and the customer is NBET, which is Federal Government of Nigeria owned. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 5.1 Financial risk factors (cont’d) (d) Credit risk management (cont’d) (iii)a. Impairment of trade receivables (cont’d) Set out below is the movement in the allowance for expected credit losses of trade receivables: Set out below is the movement in the allowance for expected credit losses of trade receivables: | In thousands of Naira | | --- | | Balance as at 1 January | | Impairment charged for the year(Note 12) | | Balance at 31 December | | 31 December2024 | 31 December2023 | | --- | --- | | 8,271,007 | 6,017,252 | | 7,200,190 | 2,253,755 | | 15,471,197 | 8,271,007 | The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. The financial asset is considered default after 90 days given the history of customers payment and the company considers that timeline adequate. This is also due to the customers payment and process. This is applicable to the related parties’ receivables. (iii)b. Impairment of intercompany receivables Set out below is the movement in the allowance for expected credit losses of intercompany | Balance as at 1 JanuaryImpairment charged for the year(Note 12) | | --- | | Balance at 31 December | | 31 December2024 | 31 December2023 | | --- | --- | | 1,162,549 | 684,380 | | 908,998 | 478,169 | | 2,071,547 | 1,162,549 | - FY 2023 impairment of intercompany receivables (N478mn) is stated to conform with the FY 2024 intercompany receivables impairment. Refer to Note 34a. Expected credit loss measurement - other financial assets The Company applied the general approach in computing expected credit losses (ECL) for * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 5.1 Financial risk factors (cont’d) ## (d) Credit risk management (cont’d) ## (iii)b. Impairment of intercompany receivables (cont’d) ## Expected credit loss measurement-other financial assets (cont’d) The ECL is determined by projecting the probability of default (PD), loss given default (LGD) and exposure at default (EAD) for each future month and for each individual exposure. These three components are multiplied together and adjusted for the likelihood of survival (i.e. the exposure has not prepaid or defaulted in an earlier month). This effectively calculates an ECL for each future month, which is then discounted back to the reporting date and summed up. The discount rate used in the ECL calculation is the original effective interest rate or an approximation thereof. The 12-month and Lifetime PDs are derived by mapping the internal rating grade of the obligors to the PD term structure of an external rating agency for all asset classes. The 12-month and lifetime EADs are determined based on the expected payment profile, which varies by product type. The assumptions underlying the ECL calculation – such as how the maturity profile of the PDs, etc. – are monitored and reviewed on a regular basis. There have been no significant changes in estimation techniques or significant assumptions made during the reporting period. The significant changes in the balances of the other financial assets including information about their impairment allowance are disclosed below respectively. ## (iv) Impairment of other financial assets ## Analysis of inputs to the ECL model under multiple economic scenarios An overview of the approach to estimating ECLs is set out in Note 2 Summary of significant accounting policies and in Note 3 Significant accounting judgements, estimates and assumptions. To ensure completeness and accuracy, the Company obtains the data used from third party sources (Central Bank of Nigeria, Standards and Poor's etc.) and a team of expert within its credit risk department verifies the accuracy of inputs to the Company's ECL models including determining the weights attributable to the multiple scenarios. The following tables set out the key drivers of expected loss and the assumptions used for the Company’s base case estimate, ECLs based on the base case, plus the effect of the use of multiple economic scenarios as at 31 December 2023 and 31 December 2024. * * * Note to the financial statements (cont’d) 5.1 Financial risk factors (cont’d) (e) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Management monitors rolling forecasts of the Company’s liquidity reserve and cash and bank balances (Note 19) on the basis of expected cash flows. This is generally carried out in accordance with practice and limits set by the Company. These limits vary to take into account the liquidity of the market in which the company operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. Management of liquidity risk Cash flow forecasting is performed by the finance department. The finance department monitors rolling forecasts of liquidity Cash flow forecasting is performed by the finance department. The finance department monitors rolling forecasts of liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities. Such forecasting takes into consideration the covenant compliance, and compliance with internal financial position ratio. Prudent liquidity risk management implies that sufficient cash is maintained, and that sufficient funding is available through an adequate amount of committed credit facilities. Maturity analysis The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. There is concentration risk in this regard as United Bank for Africa Plc is the major lender to the Company. The borrowings cash flows (note 34a) have been restated to correctly reflect the contractual payments, including interest cash flows. This was previously presented excluding interest cash flows. (Note 34) 31 December 2024 | | 0-30 days | 31-180days | | --- | --- | --- | | Financial liabilities | N'000 | N'000 | | Trade and other payables | 65,303,737 | 34,416,726 | | Borrowings | 1,642,501 | 4,405,858 | | | 66,946,238 | 38,822,584 | | 31 December 2023 | | | | | 0-30 days | 31-180days | | Financial liabilities | N'000 | N'000 | | Trade and other payables | 29,546,359 | 22,326,641 | | Borrowings | 1,859,958 | 4,261,456 | | | 31,406,317 | 26,588,097 | | 181-365daysN'000 | Over1yearbut less than5 yearsN'000 | Over5yearsN'000 | TotalN'000 | | --- | --- | --- | --- | | 71,975,986 | - | - | 171,696,449 | | 1,486,311 | 23,311,701 | 10,521,416 | 41,367,787 | | 73,462,297 | 23,311,701 | 10,521,416 | 213,064,236 | | 181-365daysN'000 | Over1yearbut less than5 yearsN'000 | Over5yearsN'000 | TotalN'000 | | 45,105,696 | - | - | 96,978,696 | | 1,437,597 | 21,614,850 | 11,869,639 | 41,043,500 | | 46,543,293 | 21,614,850 | 11,869,639 | 138.022,196 | 6.1 Measurement categories Set out below is a comparison, by class, of the carrying amounts and contractual amounts of the Company’s financial instruments: | | Carrying Amount | | Contractual Amount | | | --- | --- | --- | --- | --- | | | 2024 | 2023 | 2024 | 2023 | | | N'000 | N'000 | N'000 | N'000 | | Interest-bearing loans and borrowings\* | 37,983,645 | 37,312,273 | 41,367,787 | 41,043,500 | The directors consider that the fair value of cash, trade receivables, other financial assets, trade payables, and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. - The prior year contractual amount has been corrected. In the 2023 AFS, the contractual amount was disclosed as being the same as the carrying amount. The fair value of the borrowings at the reporting date approximates the carrying amount. * * * Note to the financial statements (cont’d) 6.2 Fair value measurement hierarchy for liabilities as at 31 December 2024 Liabilities for which fair values are disclosed Fair value measurement using | | Date of valuation | | --- | --- | | Interest-bearing loans and borrowings: | 31-Dec-24 | | Interest-bearing loans and borrowings: | 31-Dec-23 | | Fair value measurement using | | | | | --- | --- | --- | --- | | | Quoted prices in active markets(Level 1) | Significant observable inputs(Level 2) | Significant unobservable inputs(Level 3) | | TotalN'000 | N'000 | N'000 | N'000 | | 37,983,645 | - | 37,983,645 | - | | 37,312,273 | - | 37,312,273 | - | The fair value of the borrowings at the reporting date approximates the carrying amount. Disaggregated revenue information Set out below is the disaggregation of the Company’s revenue from contracts with customers: Set out below is the disaggregation of the Company’s revenue from contracts with customers: 31 December | Capacity charge | | --- | | Energy delivered | | Ancillary services | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 100,040,402 | 47,072,728 | | | 205,885,232 | 95,025,936 | | | 18,000 | 23,700 | \| Timing of revenue recognition | Services transferred over time and during the year | | --- | | Total revenue from contracts with customers | | 305,943,634 | 142,122,364 | | --- | --- | | 305,943,634 | 142,122,364 | | Revenue generated from: | | --- | | Local customers | | International customers | | Total revenue from contracts with customers | | 251,263,081 | 116,776,896 | | --- | --- | | 54,680,553 | 25,345,468 | | 305,943,634 | 142,122,364 | There is no other revenue item outside IFRS 15. Ancillary services include earnings from Blackstart operations and frequency control services provided. | Cost of sales | | --- | | Natural gas and fuel costsSalaries and wagesRepairs and maintenanceDepreciation (Note 11.1)InsuranceOther direct expenses | | Total cost of sales | | Other operating incomeRefund of director's fees\*Provision no longer required | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 150,971,480 | 56,282,769 | | 1,114,351 | 728,212 | | 5,814,047 | 4,169,747 | | 4,839,246 | 4,701,699 | | 377,707 | 365,855 | | 616,908 | 451,945 | | 163,733,739 | 66,700,227 | | 21,156 | 19,047 | | - | 578,902 | | 21,156 | 597,949 | * * * | | | 31 December2024 | 31 December2023 | | --- | --- | --- | --- | | 10 | Finance income and finance costs | N'000 | N'000 | | | Finance income | | | | 10.1 | Interest income | 7,342,864 | 3,009,908 | | | | 7,342,864 | 3,009,908 | The interest income relates to interest on demand deposits and interest from intercompany loans. \| 10.2 \| Finance costs Interest expense on loans (Note 21.2) \| \| \-\-\- \| \-\-\- \| \| 10.3 \| Other gain/(loss) Foreign exchange gain/(loss) \| \| 10.4 \| Profit before income tax The profit before income taxation was arrived at a Depreciation Other gain/(loss) Interest expense on loans Interest income Auditors' remuneration Director's' remuneration \| | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | (9,858,358) | (7,694,081) | | | 1,771,593 | (7,177,267) | | after charging/(crediting): | | | | | 4,901,062 | 4,757,058 | | | 1,771,593 | (7,177,267) | | | 9,858,358 | 7,694,081 | | | (7,342,864) | (3,009,908) | | | 84,000 | 49,368 | | | 281,673 | 196,783 | | 11 | Administrative expenses | | --- | --- | | | Auditors' remuneration(a) | | | Bank charges | | | Depreciation (Note 11.1) | | | Directors' remuneration | | | Corporate social responsibility(b) | | | Insurance | | | Management fees(c) | | | Other operating expenses(d) | | | Professional fees | | | Rates&utilities | | | Repairs and maintenance | | | Security services | | | Staff costs(d) | | | Bad debt written off | | | Pension cost | | | Subscriptions and fees | | | Travel and accommodation | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 84,000 | 49,368 | | 67,995 | 102,443 | | 61,816 | 55,359 | | 281,673 | 196,783 | | 2,539,181 | 1,166,621 | | 20,818 | 72,448 | | 9,553,667 | 4,388,470 | | 4,049,308 | 1,178,830 | | 247,344 | 124,430 | | 19,000 | 129,638 | | 263,416 | 253,613 | | 145,599 | 105,640 | | 684,862 | 522,234 | | 1,355,810 | - | | 25,892 | 21,173 | | 150,441 | 40,413 | | 539,944 | 255,557 | | 20,000,7662,662,921 | | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 11 Administrative expenses (cont’d) a. Deloitte rendered both audit services and internal control over financial reporting services to the Company during the year. They were paid N74 million and N10 million, respectively (2023: only audit fees). b. Corporate Social Responsibility relates to various social responsibilities carried out during the year. c. Management fees relates to the management services that the parent company, Transnational Corporation Plc provided during the year to the Company. d. Included in staff cost is N286.79 million (2023: N205.4 million) paid to teachers of Transcorp Power Plc. Staff School. The staff school is seen by management as part of the Corporate Social Responsibility of the Company and the net expenses are included in other operating expenses. Also included in the other operating expenses are entertainment, feeding/canteen expenses, medical expenses, printing and stationery, ICT expenses, community related expenses and listing expenses. 11.1 Total depreciation included in the statement of profit or loss | | Depreciation-Cost of sales | | --- | --- | | | Depreciation-Administrative expenses | | Total depreciation expense | | | 12 | Impairment loss on financial assets | | | Trade receivables | | | TLF Provision | | | Due from related companies | | | Total impairment loss on financial assets | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | (Note 8) | 4,839,246 | 4,701,699 | | (Note 11) | 61,816 | 55,359 | | | 4,901,062 | 4,757,058 | | | 4,882,735 | 1,276,079 | | | 2,317,455 | 977,676 | | | 908,998 | 478,169 | | | 8,109,188 | 2,731,924 | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 13 Income tax The major components of income tax expense for the years ended 31 December 2024 and 2023 are: | Under provision of tax from prior year\* | | --- | | Current income tax | | Police Trust Fund | | Total income tax for the year | | Deferred tax:Relating to origination and reversal of temporary diffe | | Income tax expense reported in the statement of p | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 2,192,287 | 2,018,511 | | | 29,851,991 | 14,813,518 | | | 5,664 | 2,638 | | | 35,218,191 | 18,387,868 | | References | (1,944,263) | 4,142,302 | | Profit or loss | 33,273,928 | 22,530,170 | \*The under provision from prior year relates to the additional tax liability arising from the adjustment of capital allowance. The under provision of FY 2023 was paid directly and not included in the payment per note 13.1. 31 December 31 December | 13.1 | The movement in tax payable is as follows: | | --- | --- | | | Balance as at 1 January | | | Total Income tax for the year | | | Tax paid during the year | | | Balance as at 31 December | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 20,181,722 | 5,789,349 | | | 35,218,191 | 16,369,357 | | | (2,551,009) | (1,976,988) | | | 52,848,904 | 20,181,722 | Corporate tax is calculated at 30% of the estimated taxable profit for the year. The charge for taxation in these financial statements is based on the provisions of the Companies Income Tax Act as amended. The charge for education tax of 3% is based on the provisions of the Education Tax Act, as amended. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 13.2 A reconciliation between tax expense and the product of accounting profit multiplied by Nigeria’s domestic tax rate (30%) for the years ended 31 December 2024 and 31 December 2023 is as follows: | Profit before tax | | --- | | Tax at Nigeria Corporation Tax Rate of 30% (2023:30%) | | Tertiary Education tax | | Deferred Education tax | | Nigeria Police Trust Fund | | Deductible income | | Listing costs, Donation and CSR | | Prior year under provision | | Tax charge for the year | | Effective income tax rate | | Deferred tax liabilities | | Deferred tax relates to the following:Statement of financial positionAccelerated depreciation for tax purposesExpected credit losses of debt financial assetsUnrealised FX losses | | Net deferred tax liabilities | | Statement of profit or lossAccelerated depreciation for tax purposesExpected credit losses of debt financial assetsUnrealised FX lossesLosses available for offsetting against future taxable | | Deferred tax (benefit)/expense | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | 113,287,196 | 52,763,701 | | | (0%) | 33,986,159 | 15,829,110 | | 3,168,249 | 1,553,201 | | | (174,999) | (78,821) | | | 5,664 | 2,638 | | | (6,127,179) | (3,270,827) | | | 223,747 | 6,476,359 | | | 2,192,287 | 2,018,511 | | | | 33,273,928 | 22,530,171 | | 29% | 43% | | | | 31 December2024N'000 | 31 December2023N'000 | | 13,774,386 | 14,679,946 | | | (6,043,015) | (3,113,073) | | | (477,260) | (2,368,498) | | | 7,254,111 | 9,198,375 | | | (905,560) | 14,679,946 | | | (2,929,942) | (3,113,073) | | | income | 1,891,238 | (2,201,333) | | - | (5,223,238) | | | | (1,944,264) | 4,142,302 | The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ **Note to the financial statements (cont’d)** ## 14 Basic and diluted earnings per share Basic earnings per share are calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year. There were no potentially dilutive ordinary shares at either year end; hence the basic and diluted earnings per share have the same value. ## 31 December 31 December ## 2024 2023 | 80,013,268 | | 30,233,530 | | --- | --- | --- | | 7,500,000 | | 7,500,000 | | 10.67 | | 4.03 | Profit for the year attributable to shareholders (in ₦’000) Weighted average number of shares in issue (unit‘000) ## Basic earnings per share (N)\* The denominator for the purposes of calculating basic earnings per share is based on issued and fully paid ordinary shares of N0.50 each. There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements. \*The 2023 EPS was restated and computed using the 7,500,000,000 outstanding shares (Note 34). * * * Note to the financial statements (cont’d) 15 Property, plant and equipment | | LandN'000 | BuildingN'000 | Furniture and fittingsN'000 | | --- | --- | --- | --- | | Cost: | | | | | 1 January 2023 | 800,960 | 1,766,473 | 413,076 | | Additions | 41,500 | - | 65,951 | | Reclassification | - | - | - | | Transfer(Note 15.2) | - | - | - | | 31 December 2023 | 842,460 | 1,766,473 | 479,027 | | 1 January 2024 | 842,460 | 1,766,473 | 479,027 | | Additions | - | 22,225 | 39,876 | | Reclassification | - | - | - | | Adjustments(Note 15.4) | - | - | - | | Transfer(Note 15.2) | - | - | - | | 31 December 2024 | 842,460 | 1,788,698 | 518,903 | | Accumulated depreciation: | | | | | 1 January 2023 | - | 291,895 | 258,842 | | Depreciation for the year | - | 35,545 | 54,998 | | Disposals | - | - | - | | 31 December 2023 | - | 327,440 | 313,840 | | 1 January 2024 | - | 327,440 | 313,840 | | Depreciation for the year | - | 35,798 | 56,184 | | 31 December 2024 | - | 363,238 | 370,024 | | Carrying amounts | | | | | 31 December 2023 | 842,460 | 1,439,033 | 165,187 | | 31 December 2024 | 842,460 | 1,425,460 | 148,879 | | Plant and machinery N'000 | Motor vehicles N'000 | Capital Spares N'000 | Work in progress N'000 | Total N'000 | | --- | --- | --- | --- | --- | | 75,146,985 | 136,872 | - | 3,221,411 | 81,485,777 | | - | 97,287 | - | 4,678,339 | 4,883,077 | | 1,377,663 | - | - | (1,377,663) | - | | - | - | 3,151,287 | - | 3,151,287 | | 76,524,648 | 234,159 | 3,151,287 | 6,522,087 | 89,520,141 | | 76,524,648 | 234,159 | 3,151,287 | 6,522,087 | 89,520,141 | | 3,568,732 | 144,050 | 299,387 | 4,579,995 | 8,654,265 | | 3,535,546 | - | - | (3,535,546) | - | | - | - | - | (1,124,000) | (1,124,000) | | - | - | (487,875) | 487,875 | - | | 83,628,926 | 378,209 | 2,962,799 | 6,930,412 | 97,050,407 | | 26,096,873 | 135,595 | - | - | 26,783,205 | | 4,628,173 | 38,342 | - | - | 4,757,058 | | - | - | - | - | - | | 30,725,046 | 173,937 | - | - | 31,540,263 | | 30,725,046 | 173,937 | - | - | 31,540,263 | | 4,763,339 | 45,741 | - | - | 4,901,062 | | 35,488,385 | 219,678 | - | - | 36,441,325 | | 45,799,602 | 60,222 | 3,151,287 | 6,522,087 | 57,979,878 | | 48,140,541 | 158,531 | 2,962,799 | 6,930,412 | 60,609,082 | 15.1 None of these assets are impaired nor pledged as security or collateral. 15.2 The transfer in the current year relates to items reclassed from capital spares to work in progress whereas that of the prior year relates to capital spares previously classed as inventory. • a short time period for the consummation of a sales. • the assets are subjected to market conditions prevailing as of the date of valuation or assumed timescale within which the 15.3 Upon indication of impairment, the plant and machinery were assessed and tested for impairment and none of them was impaired. In arriving at the conclusion that none of the plant and machinery was impaired, the company engaged the services of a professional valuer, Jide Taiwo & Co (FRC No. FRC/2012/00000000254), to determine the fair value. The partner in charge of the valuation was Umoru Yakubu Ayiegbeni (FRC No.: FRC/2014/NIESV/00000008842). The valuer considered the following: • the buyer is typically motivated. • both parties are acting in what they consider their best interests. • both parties are acting in what they consider their best interests. • both the buyer and the seller are acting prudently and knowledgeably. • the seller is under compulsion to sell. 15.4 The adjustments relate to certain costs in the capital work in progress of which upon review by the management during the year, took decision to expense as it was considered not meeting the criteria for a property, plant and machinery. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) | 16 | Intangible asset | | --- | --- | | | Goodwill | | | Balance at 1 January | | | Adjustments | | | Balance at 31 December | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 9,701,191 | 9,701,191 | | | - | - | | | 9,701,191 | 9,701,191 | Goodwill arose from the excess of the consideration over acquisition-date fair values of identifiable asset i.e. purchase of Ughelli Power Plc on 1 November 2013. In assessing goodwill impairment at 31 December 2024 and 31 December 2023, the Company compared the aggregate recoverable amount of the asset to the carrying amounts. Recoverable amount has been determined based on the value in use using five-year cash flow budgets approved by directors that made maximum use of observable markets for inputs and outputs. For periods beyond the budgeted period, cash flows were extrapolated using growth rates that do not exceed the long-term average for the business. In assessing goodwill impairment at 31 December 2024 and 31 December 2023, the Company compared the aggregate recoverable amount of the asset to the carrying amounts. Recoverable amount has been determined based on the value in use using five-year cash flow budgets approved by directors that made maximum use of observable markets for inputs and outputs. For periods beyond the budgeted period, cash flows were extrapolated using growth rates that do not exceed the long-term average for the The key assumptions used for the value-in-use calculations are as follows. Also refer note 34a: | Budgeted gross margin% | | --- | | Weighted average growth rate | | Pre-tax discount rate | | 31 December2024 | 31 December2023 | | --- | --- | | 52% | 53% | | 5.5% | 5.7% | | 28% | 37% | | Inventories | | --- | | General stores | | Stationery | | Lubricant | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 2,124,983 | 1,570,595 | | 42,677 | 48,218 | | 199,841 | 141,977 | | 2,367,501 | 1,760,790 | General stores, stationery and lubricants are carried as inventories and recognised in profit or loss as consumed. The cost of inventories recognised as an expense and included in ‘cost of sales’ amounted to N4.24 billion (FY 2023: N1.930 billion). The impairment provision on inventory is based on specific identification of damaged items that are assessed as unlikely to be usable effectively for intended purposes. There was no inventory written down during the year. * * * | Note to the financial statements (cont’d) | | | --- | --- | | 18 | Trade and other receivables | | | Trade receivables(Note 18.1) | | Due from related companies(Note 18.2) | | | Prepayments | | | Advances to suppliers | | | Other receivables(Note 18.3) | | | 18.1 | Trade receivables | | | Trade receivables | | Less: provision for impairment loss on trade receivable5.1d(iii)) | | | | Trade receivables | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 239,041,280 | 113,984,453 | | | 31,618,697 | 30,740,926 | | | 173,216 | 119,794 | | | 1,057,458 | 331,625 | | | 26,497,850 | 29,427 | | | 298,388,501 | 145,206,225 | | ivables(Note) | 31 December2024N'000 | 31 December2023N'000 | | 254,512,477 | 122,255,460 | | | (15,471,197) | (8,271,007) | | | 239,041,280 | 113,984,453 | | | 239,041,280 | 113,984,453 | | 18.1a Interest clause in the Power Purchase Agreement The Company is entitled to interest on electricity bills that are not paid within the contractual period as 18.1a Interest clause in the Power Purchase Agreement The Company is entitled to interest on electricity bills that are not paid within the contractual period as stipulated in the Power Purchase Agreement (PPA) signed with the Company’s sole customer (NBET) on 21 February 2013. The Company started selling electricity to NBET in 2015 and had not recognised any interest since then. The reconciliation is still on going and no firm commitment has been received from the government on the payment. Based on the Company calculations, the interest component amounted to ₦72.2billion (2023: ₦45.34billion). The Board of Directors decided not to recognize but to disclose the interest income in the financial statements in line with the general industry practice. 31 December 31 December \| 18.2 \| Due from related companies Receivables from related parties (Note 23.1) Less: provision for impairment loss \| \| \-\-\- \| \-\-\- \| | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 33,690,244(2,071,547) | 31,903,475(1,162,549) | | | 31,618,697 | 30,740,926 | 18.3 The other receivables in the current year included an accrued revenue of about N26.0bn representing the December 2024 revenue which had not been invoiced to the customers. Invoices are raised when the Final Settlement Statement is issued by the Market Operator. * * * Note to the financial statements (cont’d) | 19 | Cash and cash equivalents | | --- | --- | | | Cash in hand | | | Cash at bank | | | Demand deposits | | | Cash and cash equivalents | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | - | 1 | 1 | | 2,706,105 | 2,715,146 | 2,715,146 | | 5,629,143 | 3,653,425 | 3,653,425 | | 8,335,248 | 6,368,572 | 6,368,572 | | 8,335,248 | 6,368,572 | 6,368,572 | Cash and cash equivalents comprise cash and bank balances. The carrying amount of these assets approximate their fair value. There is no impairment of cash balance because the cash is in reputable financial institutions. | 20 | Trade and other payables | | --- | --- | | | Trade payables | | | Other payables | | | Other Accruals | | | Withholding tax | | | PAYE tax deductions | | | Dividend payable | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 115,569,278 | 67,993,802 | | | 39,890,996 | 12,395,517 | | | 16,481,759 | 3,928,563 | | | 413,784 | 1,854,241 | | | 3,878 | 2,896 | | | 86,864 | 12,660,814 | | | 172,446,559 | 98,835,833 | 20.1 The trade payables relate to gas suppliers’ payables and the other payables are vendors that supplied various materials and provided services to the company. 21 Financial assets and financial liabilities | 1 | Financial assets | | --- | --- | | | Trade receivables(Note 18.1) | | | Related party receivables(Note 18.2) | | | Investments(Note 22) | | | Cash and cash balance(Note 19) | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 239,041,280 | 113,984,453 | | 31,618,697 | 30,740,926 | | 17,380,744 | 2,373,892 | | 8,335,248 | 6,368,572 | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 21 Financial assets and financial liabilities (cont’d) 21.1 Financial liabilities | Financial liabilities | | --- | | Trade and other payables | | Term loan$215 million acquisition loan | | Total interest-bearing loans and borrowings | | Non-currentCurrent | | Movement in interest-bearing loans and borrowing | | The movement in borrowings is as follows：Balance as at 1 JanuaryAdditionsInterest accrued(Note 10)Repayments of loan interestRepayments of PrincipalForeign exchange differenceBalance as at 31 December | \| Maturity \| 31 December 2024 N'000 \| 31 December 2023 N'000 \| \| \-\-\- \| \-\-\- \| \-\-\- \| \| 171,696,449 \| 96,978,696 \| \| \| 2023-2030 \| 37,607,079 \| 36,289,570 \| \| 2023 \| - \| 1,022,703 \| \| \| 37,607,079 \| 37,312,273 \| \| \| 33,093,392 \| 29,753,262 \| \| \| 4,513,687 \| 7,559,011 \| \| \| 37,607,079 \| 37,312,273 \| \| Gs \| 31 December 2024 N'000 \| 31 December 2023 N'000 \| \| 37,312,273 \| 43,071,665 \| \| \| 23,463,000 \| 14,949,597 \| \| \| 9,858,358 \| 7,694,081 \| \| \| (8,156,423) \| (7,168,882) \| \| \| (23,465,125) \| (24,948,341) \| \| \| (1,405,003) \| 3,714,154 \| \| \| 37,607,079 \| 37,312,273 \| \| Qualitative description of interest-bearing loans and borrowing Security on loans The securities to the lenders over the Company’s borrowings include the irrevocable domiciliation of the The securities to the lenders over the Company’s borrowings include the irrevocable domiciliation of the company’s operational proceeds with the lender, the assignment of rights over all material contracts and Legal Charge over the shares of the Sponsor. * * * | Investments | | --- | | Investment in shares Investment in bonds securities | | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | | 17,380,744 | 602,650 | | | - | 1,771,242 | | | 17,380,744 | 2,373,892 | The investment in shares includes: 5% shareholding in Afam Power Plc, 15% shareholding of Jeolan International Limited - a Special Purpose Vehicle that owns 60% of Abuja Electricity Distribution Company (AEDC), deposit for purchase of United Bank of Africa (UBA) Plc shares and an equity investment in Tenoil Petroleum and Energy Services Ltd resulting to 31,521 units of shares, translating to 0.31% ownership. 31 December | 2.1 Movement in Investment | | --- | | InvestmentBalance at 1 JanuaryDisposal of bond securitiesAdditional investment in shares | | Balance at 31 December | | 31 December2024N'000 | | --- | | 2,373,892(1,771,278)16,778,130 | | 17,380,744 | 23 Related party transactions and balances The Company is a subsidiary of Transnational Corporation Plc which is domiciled in Nigeria. The parent 23 Related party transactions and balances The Company is a subsidiary of Transnational Corporation Plc which is domiciled in Nigeria. The parent company, Transnational Corporation Plc provided management services during the year to the Company and other intercompany related expenses/transaction. 23.1 Balances with related parties during the year | Receivables from related parties\*\*\* | Nature of receivables | | --- | --- | | Transnational Corporation Plc | Parent company | | Transcorp Hotel Plc, Abuja | Subsidiary | | Transcorp OPL 281 Limited | Subsidiary | | Trans-Afam Power Limited | Subsidiary | | Transcorp Energy Limited | Subsidiary | | Teragro Commodities Limited | Subsidiary | | Relationship | 31 December | 31 December | | --- | --- | --- | | 2024N'000 | 2023N'000 | | | Company | 18,632,846 | 14,085,802 | | of the group | 8,472,616 | 8,705,181 | | of the group | 14,017 | 14,017 | | of the group | 6,368,765 | 8,896,373 | | of the group | 200,000 | 200,000 | | of the group | 2,000 | 2,000 | The company had about N6.5bn payable to related parties as at the reporting date as follows:); Transcorp Hotels Plc, Abuja: N103mn (2023: Nil) and Trans-Afam Power Limited: N6.45bn (2023: Nil). \*\*\*The Receivables from related parties were mainly related party loans amounting to about N37.93 billion (2023: N30.6bn) repayable within a year with interest rate of 20% per annum. The balances on the loans at the reporting date were as follows: Transnational Corporation Plc: N17.16bn (2023: N14bn); Transcorp Hotels Plc, Abuja: N8.49bn (2023: N8.58bn) and Trans-Afam Power Limited: N12.28bn (2023: N8bn). The accrued interest income from the related party loans during the year was about N5.9bn (FY 2023 N3bn). There was impairment loss recognised in the current and prior year in respect of the amounts owed by related parties. (Note 12). * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) | 24 | Share capital | | --- | --- | | | Allotted, called up, issued and fully paid: | | At 1 January | | | Scrip issues -5,250,870(FY2023) number of shares | | | New Shares as a bonus issue | | | | 7,500,000,000 ordinary shares at 50k each | | 25 | Share premium | | | Balance as at 1 January | | Scrip issued | | | New Shares as a bonus issue | | | | Balance as at 31 December | | Shares | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | --- | | 3,750,000 | 40,108 | | | - | 2,625 | | | - | 3,707,266 | | | 3,750,000 | 3,750,000 | | | 31 December2024N'000 | 31 December2023N'000 | | | 44,385,019 | 34,967,736 | | | - | 13,124,550 | | | | - | (3,707,267) | | 44,385,019 | 44,385,019 | | 26 Retained earnings | Balance as at 1 January | | --- | | Profit for the year | | Interim dividend (Note 29) | | Balance as at 31 December | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 9,727,327 | 2,956,132 | | 80,013,268 | 30,233,530 | | (11,250,000) | (23,462,335) | | 78,490,595 | 9,727,327 | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 27 Particulars of employees and directors The table below shows the number of employees (excluding directors), who earned emoluments in the year and were within the bands stated. 31 December 31 December | Employees | | --- | | Less than N1,000,000N1,000,001-N2,000,000N2,000,001-N5,000,000Above N5,000,000 | | Staff costs for the above persons (excluding DirectorsSalaries and wagesPension cost | | Analysis of staff costs:Cost of sales(Note 8)Administrative expenses(Note 11) | | Emoluments of directorsThe remuneration paid to the Directors of the CompanyFeesOther allowances | | Amount paid to the highest paid Director(excluding contributions)Fees | | Compensation of managersSalaries and short-term employee benefitsDefined contribution | | | 31 December2024Number | 31 December2023Number | | --- | --- | --- | | | - | - | | | 10 | 24 | | | 63 | 50 | | | 117 | 110 | | | 190 | 184 | | | 31 December2024N'000 | 31 December2023N'000 | | years): | 1,799,212 | 1,250,446 | | 25,892 | 21,173 | | | 1,825,104 | 1,271,619 | | | 1,114,351 | 728,212 | | | | 710,754 | 543,407 | | | 1,825,105 | 1,271,619 | | bany was: | 31 December2024N'000 | 31 December2023N'000 | | 281,673 | 196,783 | | | 29,200 | 20,300 | | | 310,873 | 217,083 | | | pension | 73,417 | 67,198 | | 73,417 | 67,198 | | | 531,020 | 455,792 | | | 7,642 | 6,708 | | | | 538,662 | 462,500 | * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 27 Particulars of employees and directors (cont’d) Managers exclude directors (executive and non-executive). The compensation paid or payable to managers for services is as shown above. The number of directors of the Company (including the highest paid Director) whose remuneration, excluding pension contributions in respect of services to the Company fell within the following ranges: | | 31 December2024Number | 31 December2023Number | | --- | --- | --- | | Less than N10,000,000 | - | - | | Over N10,000,000 | 10 | 8 | | | 10 | 8 | 28 Capital commitments and contingent liabilities The Directors have disclosed that all known liabilities and commitments which are relevant in assessing the state of affairs of the Company have been taken into consideration in the preparation of these financial statements. Legal claim contingency The Company is involved in some legal actions in the ordinary course of business which are not material. The Company is involved in some legal actions in the ordinary course of business which are not material. The Company has been advised by its legal counsel that it is only possible, but not probable, that the action will succeed. Accordingly, no provision for any liability has been made in these financial statements. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 | Note to the financial statements (cont’d) | | | --- | --- | | 29 | Distributions made and proposed | | | Interim Dividend for 2024Dividend for 2023 | | 31 December2024N'000 | 31 December2023N'000 | | --- | --- | | 11,250,000 | - | | - | 23,463,335 | | 11,250,000 | 23,463,335 | 30 Segment reporting In accordance with the provisions of IFRS 8 – Operating Segments; the operating segments used to present segment information were identified on the basis of internal reports used by the Company's Managing Director to allocate resources to the segments and assess their performance. The Managing Director is Transcorp Power Plc’s “Chief operating decision maker” within the meaning of IFRS 8. Segment information is provided on the basis of geographical segments as the Company manages its business through two Segment information is provided on the basis of geographical segments as the Company manages its business through two customer groups - International and Local customers. The business segments presented reflect the management structure of the Company and the way in which the Company’s management reviews business performance. The accounting policies of the reportable segments are the same as described in Note 3. The Company has identified two operating segments: (i) International - this segment is responsible for the sale of electric power to customers outside Nigeria. (ii) Local - this segment is responsible for the sale of electric power to customers within Nigeria. (ii) Local - this segment is responsible for the sale of electric power to customers within Nigeria. Segment assets and liabilities are not disclosed as these are not regularly reported to the Chief Operating decision maker. Segment revenue and expenses Foreign Sales | | Foreign Sales | | | --- | --- | --- | | | Dec 2024 | | | N'000 | Dec 2023 | | | N'000 | | | | Revenue | 54,680,553 | 25,345,468 | | Other Cost of sales | (16,824,053) | (11,837,712) | | | 37,856,500 | 13,507,756 | | Other Operating Costs | - | (1,835,489) | | Finance Income | - | 300,991 | | Other gain | 2,488,756 | - | | Finance Cost | - | (1,070,499) | | Depreciation | - | - | | Impairment | - | - | | Management fees | - | - | | Profit before tax | 40,345,256 | 10,902,759 | | Local Sales | | Total | | | --- | --- | --- | --- | | Dec 2024 | Dec 2023 | Dec 2024 | Dec 2023 | | №’000 | №’000 | №’000 | №’000 | | 251,263,081 | 116,776,896 | 305,943,634 | 142,122,364 | | (146,909,686) | (50,105,357) | (163,733,739) | (61,943,069) | | 104,353,395 | 66,671,539 | 142,209,895 | 80,179,295 | | (10,454,024) | (1,841,213) | (10,454,024) | (3,676,702) | | 7,342,864 | 2,708,917 | 7,342,864 | 3,009,908 | | (717,164) | (7,177,267) | 1,771,592 | (7,177,267) | | (9,858,358) | (6,623,582) | (9,858,358) | (7,694,081) | | (61,816) | (4,757,058) | (61,816) | (4,757,058) | | (8,109,290) | (2,731,924) | (8,109,290) | (2,731,924) | | (9,553,667) | (4,388,470) | (9,553,667) | (4,388,470) | | 72,941,940 | 41,860,942 | 113,287,196 | 52,763,701 | The company commenced sale of electric power to international customers in October 2020. 31 Events after statement of financial position date On 21 January 2025, a full year dividend of ₦5 per share (2023: ₦3.128 per share) was proposed by the Directors for approval at the Annual General Meeting (AGM). There were no other events after the reporting date that could have had a material effect on the financial statements that have not been provided for or disclosed in these financial statements. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Note to the financial statements (cont’d) 33 Transmission Loss Factor (TLF) Nigeria Electricity Regulatory Commission (NERC) issued an order effective January 1, 2022 reducing the transmission loss factor (TLF) from 8.05% to 7.5% (2022), 7.25% (2023), and 7% (2024). This deduction is reflected in the Final Settlement Statement (FSS) issued by the Market Operator (MO). However, NBET application and implementation of the TLF order is contrary to our signed contract. We have written to NBET rejecting their understanding, implementation and requesting them to refer the matter to NERC for clarity. The total impact of TLF in the year is N2.31bn (2023: Nil) in these financial statements. Meanwhile, the Board of Directors has made full provision in the books in respect of differential in the loss factor calculation pending the resolution of the matter by the Federal Government of Nigeria 34 Restatement and reclassification of prior year corresponding balance a. Added note disclosures Certain disclosures were not provided in the 2023, financial statements. These disclosures are now provided, with the comparative Certain disclosures were not provided in the 2023, financial statements. These disclosures are now provided, with the comparative information disclosed. Those notes have been cross-referenced to this Note. b. Prior year restatements In preparing the financial statement of 2024, the Directors have reconsidered and adjusted the accounting for certain matters in the In preparing the financial statement of 2024, the Directors have reconsidered and adjusted the accounting for certain matters in the prior period which were not properly reported in the financial statements issued for the year ended 31 December 2023. The interest on loan repayment of N7.16bn has now been properly disclosed in the cashflow statement under financing activities. The FY 2022 dividend was partly settled by a way of scrip dividend in FY 2023 in the sum of N13bn. This amount was wrongly included in the statement of cash flows as cash items under financing activities. The FY 2023 EPS was computed in the prior year using weighted average but noting the bonus issued to existing shareholders the weighted average would have been 7.5bn outstanding shares. The Company has corrected these prior period errors relating to improper recognition and classification of the items as cash items in the statement of cash flows. The error has been corrected retrospectively, and adjustment for non-cash items under financing activities and EPS that was not properly computed have now be corrected. | Cash generated from operations | | --- | | Profit before tax | | Adjustment to reconcile profit before tax to net cash flows: | | Depreciation of property, plant and equipment | | Finance income | | Finance cost | | Net Impairment allowance on financial assets | | Effect of Foreign exchange loss | | Increase in trade and other receivables | | Increase in inventories | | Increase in trade and other payables\*\* | | Net cash flows from operating activities | | Tax paid | | Total Net cash flows from operating activities | | Investing activities | | Purchase of property, plant and equipment | | Interest income | | Net cash used in investing activities | | Financing activities | | Dividend paid | | Scrip issue | | Proceeds from borrowings | | Repayments of loan interest | | Repayments of Principal | | Net cash used in financing activities | | Net movement in cash and cash equivalents | | Cash and cash equivalents at the beginning of the year | | Cash and cash equivalents at the end of the year | | Basic and diluted earnings per share | | Profit for the year attributable to shareholders(inN'000) | | Weighted average number of shares in issue(unit'000) | | Basic earnings and diluted earnings per share(N)(Note 14) | | As previously reportedN'000 | AdjustmentN'000 | As RestatedN'000 | | --- | --- | --- | | 52,763,701 | - | 52,763,701 | | | - | | | 4,757,058 | - | 4,757,058 | | (3,009,908) | - | (3,009,908) | | 14,871,348 | - | 14,871,348 | | 2,731,924 | - | 2,731,924 | | (3,714,153) | - | (3,714,153) | | (50,647,439) | - | (50,647,439) | | (147,817) | - | (147,817) | | 22,529,453 | (13,127,175) | 9,402,482 | | 40,134,167 | (13,127,175) | 27,007,196 | | (1,976,988) | - | (1,976,988) | | 38,157,179 | - | 25,030,208 | | | - | | | (4,883,077) | - | (4,883,077) | | 3,009,908 | - | 3,009,908 | | (1,873,169) | - | (1,873,169) | | | - | | | (2,324,472) | - | (2,322,472) | | (13,127,175) | 13,127,175 | - | | 14,949,597 | - | 14,949,597 | | - | (7,168,882) | (7,168,882) | | (32,117,223) | 7,168,882 | (24,948,341) | | (32,619,273) | 13,127,175 | (19,490,098) | | 3,664,737 | - | 3,666,940 | | 2,701,632 | - | 2,701,632 | | 6,366,369 | | 6,368,572 | | As previously reported30,233,530327,75192.25 | Adjustment7,172,249 | As Restated30,233,5307,500,0004.03 | * * * ## Transcorp Power Plc (Formerly Transcorp Power Limited) _Annual reports and accounts_ _For the year ended 31 December 2024_ ## OTHER NATIONAL DISCLOSURES * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Statement of Value Added For the year ended 31 December 2024 | For the year ended 31 December 2024 | | --- | | TurnoverBought-in materials and services(local)Brought-in materials and services(foreign) | | Other operating income | | Value added | | Distributed as follows: | | Employees:To pay salaries, wages and other staff costs | | Provider of fundsInterest expenseDividend | | Government:To pay tax | | Retained for future growth:Deferred taxDepreciationProfit for the year | | Value added | | 31 December2024N'000 | % | 31 December2023N'000 | % | | --- | --- | --- | --- | | 305,943,634(161,546,210)(3,296,861) | | 142,122,364(47,632,076)(972,083) | | | 141,100,563 | | 93,518,205 | | | 21,156 | | 597,949 | | | 141,121,719 | 100 | 94,116,154 | 100 | | 1,825,104 | 1 | 1,271,619 | 1 | | 9,858,358 | 7 | 7,694,081 | 13 | | 11,250,000 | 8 | 23,462,335 | 25 | | 35,218,191 | 25 | 18,387,869 | 20 | | (1,944,264) | (1) | 4,142,302 | 4 | | 4,901,062 | 4 | 4,757,058 | 5 | | 80,013,268 | 56 | 30,233,530 | 32 | | 141,121,719 | 100 | 94,116,154 | 100 | Value added represents the additional wealth which the Company has been able to create by its own and its employees' efforts. This statement shows the allocation of that wealth amongst employees, fund providers, government, and that retained for future creation of wealth. * * * Transcorp Power Plc (Formerly Transcorp Power Limited) Annual reports and accounts For the year ended 31 December 2024 Five-Year Financial Summary | At 31 December | 2024N'000 | 2023N'000 | | --- | --- | --- | | Statement of financial position | | | | Non-current assets | 87,691,017 | 70,054,961 | | Net current assets/(liabilities) | 79,282,100 | 26,759,021 | | Non-current liabilities | (40,347,503) | (38,951,636) | | Net assets | 126,625,614 | 57,862,346 | | Share capital | 3,750,000 | 3,750,000 | | Share premium | 44,385,019 | 44,385,019 | | Retained earnings | 78,490,595 | 9,727,327 | | Total equity | 126,625,614 | 57,862,346 | | Statement of profit or loss and other comprehensive income | | | | Revenue | 305,943,634 | 142,122,364 | | Profit before income tax | 113,287,196 | 52,763,701 | | Income tax expense | (33,273,928) | (22,530,171) | | Profit after taxation transferred to retained earnings | 80,013,268 | 30,233,530 | | 2022N'000 | 2021N'000 | 2020N'000 | | --- | --- | --- | | 66,612,6806,374,532(35,023,236) | 65,918,561(11,321,956)(20,590,468) | 60,261,86520,251,828(55,977,561) | | 37,963,976 | 34,006,137 | 24,536,132 | | 3,750,00034,967,7362,956,132 | 39,46831,127,6682,839,001 | 39,46831,127,668(6,631,004) | | 41,673,869 | 34,006,137 | 24,536,132 | | 90,349,386 | 74,330,710 | 65,118,677 | | 28,618,977(11,335,571) | 23,090,386(3,546,936) | 11,997,910(475,762) | | 17,283,406 | 19,543,450 | 11,522,148 |