R T BRISCOE (NIGERIA) : AUDITED FINANCIAL STATEMENT FOR 2021

R.T. BRISCOE (NIGERIA) PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 31 DECEMBER 2021

R.T. BRISCOE (NIGERIA) PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Contents		Page
Directors' report	i
Report of the Audit Committee	viii
Statement of Directors' responsibilities in relation to the consolidated and
separate financial statements	1
Statement of compliance	2
Report of the independent auditors	3
Consolidated and separate statements of financial position	8
Consolidated and separate statements of profit or loss and other comprehensive income	9
Consolidated statement of changes in equity - Group	10
Consolidated statement of changes in equity - Company	11
Consolidated and separate statements of cash flows	13
Notes to the consolidated financial statements	13
Other national disclosures:
Consolidated and separate statements of value added	67
Financial summary - Company	68
Financial summary - Group	69

R.T. BRISCOE (NIGERIA) PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

The Directors present their annual report on the affairs of R.T. Briscoe (Nigeria) Plc ("the Company") and its subsidiaries ("the Group"), together with the financial statements and independent Auditor's report for the year ended 31 December 2021.

Legal form

The Company was incorporated in Nigeria as a private limited liability company on 9 March 1957 and was converted to a public limited liability company in 1973. The shares of the Company were listed on the Nigerian Stock Exchange on 15 March 1974.

Principal Activity and Business Review

The principal activities of the Company are sales and service of Toyota motor vehicles, technical equipment, The following is a summary of the principal activities of the subsidiaries of the Company:

Name

Briscoe Properties Limited

Briscoe-Elgi Equipment

Nigeria Limited

Suites Resorts Limited

Briscoe Leasing Limited

Briscoe Material Handling

Briscoe-Ford Nigeria Limited

Briscoe Garages Limited

Principal activity

Facility management, property development and sale and leasing of property.

Trading of industrial equipment

Shell Company

Not Operational

Not Operational

Not Operational

Not Operational

Direct &

Indirect

Shareholding

%

100

100

100

100

100

100

100

The financial results of these subsidiaries have been consolidated in these financial statements. The name of CAWS Technical Nigeria Limited was changed to Briscoe-Elgi Equipment Nigeria Limited with effect from 12 February, 2021

Operating Results

The following is a summary of the Group and Company's operating results and accumulated loss:

	Group		Company
	2021	2020	2021	2020
	N'000	N'000	N'000	N'000
Revenue	11,898,697	6,478,009	11,116,678	5,905,687
Results from operating activities	388,932	537,263	480,608	702,650
Net finance costs	(2,656,551)	(1,616,539)	(2,640,232)	(1,597,537)
Loss before income tax	(2,267,619)	(1,079,276)	(2,159,624)	(894,887)
Loss for the year after tax	(2,298,748)	(1,096,153)	(2,187,928)	(910,222)
Total comprehensive loss for the year	(2,302,646)	(795,278)	(2,191,826)	(609,347)
Accumulated loss, end of year	(16,753,724)	(14,451,078)	(16,881,692)	(14,689,866)

Directors and their interests

During the year under review, the Group was managed by a Board of seven Directors consisting of five non- Executive Directors which included the Chairman, and two Executive Directors comprising the Group Managing Director and Executive Director.

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R.T. BRISCOE (NIGERIA) PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

The Directors who served during the year and their interest in the shares of the Company as recorded in the Register of Members and/or as notified by the Directors for the purpose of Section 301 of the Companies and Allied Matters Act and as disclosed in accordance with Section 303 of that Companies and Allied Matters Act is as follows:

	Ordinary Shares of 50k each	Approval Date
	as at 31 December	of Accounts
Direct Interest:	2021	2020	9-Jun-22
Sir Sunday Nnamdi Nwosu (Chairman)	10,873	10,873	10,873
Mr. Bukola Oluseyi Onajide (Managing Director)	648,000	648,000	648,000
Dr. Olorunfemi Abidemi Eguaikhide (Executive Director)	-	-	-
Ms. Adeola Adenike Ade Ojo	-	-	-
Mr. Akin Ajayi	50,000	50,000	50,000
Alhaji Ali Safiyanu Madugu, mni	-	-	-
Mrs. Folasade Oluwatoyin Ogunde	-	-	-
Indirect Interest:
Ms. Adeola Adenike Ade Ojo (through Classic Motors)	97,200,000	97,200,000	97,200,000

Alternate Director

Mrs. Aderemi Oluwatosin Akinsete-Chidi served as alternate to Ms. Adeola Adenike Ade Ojo during the year ended 31 December 2021.

Directors' interest in contracts

In accordance with section 303 of the Companies and Allied Matters Act, 2020 none of the Directors has notified the Company of any declarable interests in contracts with the Company.

Re-election of directors

In accordance with Section 285 of the Companies and Allied Matters Act, 2020, Sir Sunday Nnamdi Nwosu and Mrs. Folasade Ogunde retire by rotation and being eligible offer themselves for re-election.

Independent Non-Executive Directors

Two Independent Non-Executive Directors namely Sir Sunday Nnamdi Nwosu and Alhaji Ali Safiyanu Madugu,mni served on the Board of the company during the year ended 31 December 2021. The independence of these Directors were ascertained in accordance with the provisions of the Nigerian Code of Corporate Governance 2018 which requires the Board to annually ascertain and confirm the continued independence of each Independent Non- Executive Director of the company.

An Independent Non-Executive Director is required by the Code to represent a strong independent voice on the Board, be independent in character and judgment and accordingly be free from such relationships or circumstances with the Company, its management, or substantial shareholders as may, or appear to, impair his or her ability to make independent judgment.

Diversity on the Board

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The composition of the Board is based on a number of considerations which include but are not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments are based on merit, and candidates are considered against objective criteria, having due regard for the benefits of diversity on the Board.

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R.T. BRISCOE (NIGERIA) PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

Frequency of Meetings

The table below shows the frequency of meetings of the Board of Directors, Board Committees, and members' attendance at these meetings, during the year ended 31 December 2021.

				Finance &
			Business	Risks
	Board of	Audit	Strategy	Management	Governance
	Directors	Committee	Committee	Committee	Committee
Number of
Meetings held	5	2	2	1	1
Sir Sunday Nnamdi Nwosu	5	N/A	N/A	N/A	N/A
Mr. Bukola Oluseyi Onajide	5	N/A	2	1	N/A
Dr. Olorunfemi Eguaikhide*	5	N/A	2	1	N/A
Ms. Adeola Adenike Ade Ojo	5	N/A	N/A	1	1
Mr. Akin Ajayi	5	2	2	1	N/A
Alhaji Ali Safiyanu Madugu, mni	5	1	1	N/A	1
Mrs. Folasade Ogunde	5	N/A	2	1	1

N/A - Not applicable as the director is not a member of the committee.

The table below shows the dates that the meetings of the Board of Directors, Board Committees and the statutory Audit Committee of the company were held during the year ended 31 December 2021:

			Finance &
		Business	Risks
Board of	Audit	Strategy	Management	Governance
Directors	Committee	Committee	Committee	Committee
14.01.2021	07.06.2021	11.03.2021	30.11.2021	25.11.2021
07.06.2021	27.10.2021	15.11.2021	-	-
26.08.2021	-	-	-	-
01.11.2021	-	-	-	-
09.12.2021	-	-	-

The Board held a post-Annual General Board Meeting on August 26, 2021.

Beneficial ownership

According to the Register of Members as at 31 December 2021, the following shareholders held more than 5% of the issued share capital of the Company.

	Number of Ordinary Shares of 50k each
	2021	2021	2020	2020
		%		%
Mikeade Investment Limited	339,931,724	28.90	339,931,724	28.90
Classic Motors Limited	97,200,000	8.26	97,200,000	8.26
Nigerian public	739,220,332	62.84	739,220,332	62.84
	1,176,352,056	100.00	1,176,352,056	100.00

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