TRANSCORP HOTELS : QUARTER 5 - FINANCIAL STATEMENT FOR 2022

TRANSCORP HOTELS PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

TRANSCORP HOTELS PLC.

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

CONTENTS

Page

Corporate Information	3
Directors' Report	4
Statement of Directors' Responsibilities	8
Certification of the Financial Statements	9
Report of the Statutory Audit Committee	10
Independent Auditor's Report	11
Consolidated and Separate Statements of Pofit or Loss and Other Comprehensive Income	15
Consolidated and Separate Statements of Financial Position	16
Consolidated and Separate Statements of Changes in Equity	17
Consolidated and Separate Statements of Cash Flows	18
Accounting Policies	19
Notes to the Consolidated and Separate Financial Statements	46
Consolidated and Separate Value Added Statement	96
Consolidated and Separate Five Year Financial Summary	97

TRANSCORP HOTELS PLC.

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

CORPORATE INFORMATION

Country of incorporation and domicile	Nigeria
Directors:	Mr. Emmanuel Nnorom	Chairman
	Mrs. Dupe Olusola	Managing Director/Chief Executive Officer
	Mrs. Owen Omogiafo	Non-Executive Director
	Mr. Peter Elumelu	Non-Executive Director
	Mr. Alex Okoh	Non-Executive Director
	Mr. Alexander Adeyemi	Non-Executive Director (Resigned 9 January 2023)
	Mrs. Helen Iwuchukwu	Non-Executive Director
	Mr. Udechukwu Obi Osakwe	Non-Executive Director (Appointed 16 February 2023)
	Ms. Bolanle Onagorowa	Independent Non-Executive Director
Acting Group Company Secretary:	Mrs. Funmi Olofintuyi
Registered office:	1 Aguiyi Ironsi Street, Maitama
	Federal Capital Territory
	Abuja, Nigeria.
Holding Company:	Transnational Corporation Plc.
Registration number:	RC 248514
Registrars:	Africa Prudential Plc
	220B Ikorodu Road
	Palmgrove, Lagos.
Principal banker:	United Bank for Africa Plc
	UBA House
	57 Marina, Lagos
	Nigeria.
Auditors:	Deloitte & Touche
	Chartered Accountants
	Civic Towers, Plot GA 1 Ozumba Mbadiwe Avenue
	Victoria Island, Lagos
	Nigeria.
Investors Relations Manager:	Mrs. Oluwatobiloba Ojediran
	[e-mail]
Investors Relations Portal:	https://www.transcorphotels.com/investor-relations/

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TRANSCORP HOTELS PLC.

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

DIRECTORS' REPORT

The Directors have pleasure in submitting their report on the consolidated and separate financial statements of Transcorp Hotels Plc. ("the Company), and the Group for the year ended December 31, 2022.

1. Principal Activities

The Group is principally engaged in hospitality activities; rendering of hotel services by providing luxury accommodation, exotic cuisines, fully equipped meeting rooms and leisure facilities to business travelers and tourists from all over the world.

2. Review of financial results and activities

Full details of the financial position, results of operations and cash flows of the Group and Company are set out on pages 15 - 18 of these consolidated and separate financial statements. The summarised results are presented below.

			Group		Company
		2022	2021	2022	2021
		N'000	N'000	N'000	N'000
	31,441,914	21,417,676	30,432,720	20,558,761
Revenue
		22,389,657	15,904,977	21,731,067	15,346,513
Gross profit
		4,527,003	1,662,611	4,851,033	1,111,722
Profit before tax
Tax		(1,909,109)	(545,295)	(1,771,501)	(537,347)
Profit after tax		2,617,894	1,117,316	3,079,532	574,375

3.	Directorate
The Directors in office at the date of this report are as follows:
Directors	Designation	Changes
Mr. Emmanuel Nnorom	Chairman
Mrs. Dupe Olusola	Managing Director/Chief Executive Officer
Mrs. Owen Omogiafo	Non-Executive Director
Mrs. Helen Iwuchukwu	Non-Executive Director
Mr. Peter Elumelu	Non-Executive Director
Mr. Alex Okoh	Non-Executive Director
Mr. Alexander Adeyemi	Non-Executive Director	Resigned 9 January 2023
Ms. Bolanle Onagorowa	Independent Non-Executive Director
Mr. Udechukwu Obi Osakwe	Non-Executive Director	Appointed 16 February 2023

4. Directors' interests in shares

The interests of each Director in the issued share capital of the Company as recorded in the register of Directors' shareholding as at 31 December 2022 were as follows:

		2022	2021	2022	2021
Directors	Position	Direct	Direct	Indirect	Indirect
Mr. Emmanuel Nnorom*	Chairman	-	-	1,000,000	1,000,000
Mrs. Dupe Olusola	Managing Director	310,574	310,574	-	-
Mrs. Owen Omogiafo**	Executive Director	350,000	350,000	7,800,070,016	7,800,070,016
Mrs. Helen Iwuchukwu	Non Executive Director	10,000	10,000	-	-
Mr. Peter Elumelu	Non Executive Director	135,000	135,000	-	-
Mr. Alexander Okoh	Non Executive Director	10,000	10,000	-	-
Mr. Alexander Adeyemi***	Non Executive Director	-	-	1,131,165,000	1,131,165,000
Bolanle Onagoruwa	Non Executive Director	122,329	-	-	-
		937,903	815,574	8,932,235,016	8,932,235,016

*Held indirectly through Vine Foods Limited.

**Held indirectly through Transnational Corporation Plc.

***Held indirectly through the Ministry of Finance Incorporated.

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

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TRANSCORP HOTELS PLC.

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

DIRECTORS' REPORT - Continued

5. Directors' interests in contracts

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

6. Alternate Directorship

There is one alternate directorship, Mr. Muyiwa Oduniyi, who was appointed as an alternate Director to Mr. Alex Okoh.

7. Dividends

The Board of Directors have approved the payment of dividend of 13 kobo per share amounting to N1,331,528,693.43, (2021:N716,976,989) on the outstanding ordinary share of 10,242,528,411 shares of 50 kobo each for the year ended 31 December 2022. This is subject to shareholders declaration of same as final dividend at the next Annual General Meeting (AGM). Withholding tax at the applicable rate will be deducted at the time of payment.

8. Share capital

The issued and fully paid shares of 50 kobo each of the Company as at 31 December 2022 were beneficially held as follows:

		2022	2021	2022	2021
Issued	N '000	N '000	Percentage of shares
Transnational Corporation Plc		7,800,070	7,800,070	76.16 %	76.16 %
Ministry of Finance Incorporated		1,131,165	1,131,165	11.04 %	11.04 %
Other Shareholders		1,311,293	1,311,293	12.80 %	12.80 %
		10,242,528	10,242,528	100%	100%

There was no change in the issued share capital during the year under review. The analysis of shareholders as at 31 December 2022 is shown below:

Range			No. of Holders	Percentage %	Holdings	Percentage %
1-999			502	26.76%	90,062	0.00%
1000- 9,999			863	46.00%	2,091,897	0.02%
10,000 - 99,999			398	21.22%	8,805,321	0.09%
100,000 - 999,999			91	4.85%	16,415,174	0.16%
1,000,000 - 9,999,999			14	0.75%	37,560,135	0.37%
10,000,000 - 99,999,999			1	0.05%	10,000,000	0.10%
100,000,000 - 999,999,999			5	0.27%	1,236,330,806	12.07%
Above 1,000,000,000			2	0.11%	8,931,235,016	87.20%
Total			1,876	100%	10,242,528,411	100%
Shareholder Structure as at 31 December 2022
Holder Type				Holder count	Holdings	Percentage %
Individual				1,805	260,331,069	2.54%
Government				1	1,131,165,000	11.04%
Corporate				53	8,849,890,240	86.40%
Foreign				10	1,073,519	0.01%
Joint				7	68,583	0.00%
Total				1,876	10,242,528,411	100.00
Share Capital History
The following changes have taken place in the Company's	share capital since inception.
Dates		Authorised (N)	Issued & Fully Paid-up	Consideration
Increase/(Decrease) (N)	Cumulative (N)	Increase (N)	Cumulative (N)
12/07/1994		10,000,000	10,000,000	5,000,000	5,000,000	Cash
13/01/2014		20,000,000	30,000,000	16,000,000	21,000,000	Cash
13/03/2014		7,470,000,000	7,500,000,000	3,570,000,000	3,591,000,000	Bonus issue
13/03/2014		7,500,000,000	15,000,000,000	3,591,000,000	7,182,000,000	Stock split
11/11/2014		-	15,000,000,000	418,403,900	7,600,403,900	Cash
17/12/2020		-	15,000,000,000	2,642,124,511	10,242,528,411	Right issue
*31/12/2022		(4,757,471,589)	10,242,528,411	-	10,242,528,411	Fully issued

*In line with Section 124 of CAMA which requires companies with unissued shares in their capital structure to fully issue such unissued shares not later than 31 December 2022, the Shareholders elected the option of the cancellation of Transcorp Hotels Plc's 4,757,471,589 unissued shares.

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