R.T BRISCOE (NIGERIA) PLC R.T. BRISCOE (NIGERIA) PLC
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 31 DECEMBER 2022
R.T. BRISCOE (NIGERIA) PLC
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 Corporate responsibility | 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 |
Company statement of changes in equity - Company | 11 |
Consolidated and separate statements of cash flows | 13 |
Notes to the consolidated and separate 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 2022
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 2022.
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 | Principal activity |
Briscoe Properties Limited | Facility management, property development and sale and leasing |
of property. | |
Briscoe Technical Products & | Trading of Industrial Equipment |
Services Limited | |
Suites Resorts Limited | Shell Company |
Briscoe Leasing Limited | Not Operational |
Briscoe Material Handling | Not Operational |
Briscoe-Ford Nigeria Limited | Not Operational |
Briscoe Garages Limited | Not Operational |
The financial results of these subsidiaries have been consolidated in these financial statements.
The name of Briscoe-Elgi Equipment Nigeria Limited was changed to Briscoe Techinical Products and Services Limited with effect from May 10th, 2022.
Direct &
Indirect
Shareholding
%
100
100
100
100
100
100
100
Operating Results
The following is a summary of the Group and Company's operating results and accumulated loss:
Re-statedRe-stated
Group | Company | |||
2022 | 2021 | 2022 | 2021 | |
N'000 | N'000 | N'000 | N'000 | |
Revenue | 17,883,014 | 11,898,697 | 16,781,334 | 11,116,678 |
Results from operating activities | 1,084,552 | 388,932 | 1,059,454 | 480,608 |
Net finance costs | (838,672) | (1,124,232) | (829,829) | (1,107,913) |
Profit/(Loss) before income tax | 245,880 | (735,300) | 229,625 | (627,305) |
Profit/(Loss) for the year after tax | 123,354 | (766,429) | 112,287 | (655,609) |
Total comprehensive income/(loss) for the year | 111,474 | (770,327) | 100,407 | (659,507) |
Accumulated loss, end of year | (12,167,953) | (12,279,427) | (12,306,988) | (12,407,395) |
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.
i
R.T. BRISCOE (NIGERIA) PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
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 are as follows:
Ordinary Shares of 50k each | Approval Date | ||
as at 31 December | of Accounts | ||
Direct Interest: | 2022 | 2021 | 08-Jun-23 |
Sir Sunday Nnamdi Nwosu (Chairman) | 21,927 | 10,873 | 21,927 |
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: | 97,200,000 | 97,200,000 | 97,200,000 |
Ms. Adeola Adenike Ade Ojo (through Classic Motors) |
Alternate Director
Mrs. Aderemi Oluwatosin Akinsete-Chidi served as alternate to Ms. Adeola Adenike Ade Ojo during the year ended 31 December 2022.
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, Mr. Akin Ajayi, Ms. Adeola Ade Ojo and Alhaji Ali Madugu 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 2022. 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.
ii
R.T. BRISCOE (NIGERIA) PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
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 2022.
Finance & | |||||
Board of | Audit | Business | Risks | Governance | |
Strategy | Management | ||||
Number of | Directors | Committee | Committee | Committee | Committee |
4 | 4 | 2 | 2 | 1 | |
Meetings held | |||||
Sir Sunday Nnamdi Nwosu | 4 | N/A | N/A | N/A | N/A |
Mr. Bukola Oluseyi Onajide | 4 | N/A | 2 | 2 | N/A |
Dr. Olorunfemi Eguaikhide | 4 | N/A | 2 | 2 | N/A |
Ms. Adeola Adenike Ade Ojo | 4 | N/A | N/A | 2 | 1 |
Mr. Akin Ajayi | 4 | 4 | 2 | 2 | N/A |
Alhaji Ali Safiyanu Madugu, mni | 4 | 4 | 1 | N/A | 1 |
Mrs. Folasade Ogunde | 4 | N/A | 2 | 2 | 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 2022:
Dates of meetings
Finance & | |||
Board of | Audit | Business | Risks |
Strategy | Management | ||
Directors | Committee | Committee | Committee |
09.06.2022 | 08.06.2022 | 08.06.2022 | 09.06.2022 |
28.07.2022 | 27.07.2022 | 06.12.2022 | 08.12.2022 |
20.10.2022 | 19.10.2022 | - | - |
15.12.2022 | 17.11.2022 | - | - |
The Board held a post-Annual General Board Meeting on October 20, 2022.
Governance Committee
06.12.2022
-
-
-
Beneficial ownership
According to the Register of Members as at 31 December 2022, the following shareholders held more than 5% of the issued share capital of the Company.
Number of Ordinary Shares of 50k each | ||||
2022 | 2022 | 2021 | 2021 | |
Mikeade Investment Limited | 339,931,724 | % | 339,931,724 | % |
28.90 | 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 |
iii
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R.T. Briscoe (Nigeria) plc published this content on 16 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 June 2023 05:45:10 UTC.
