CWG PLC
CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2024
CWG PLC
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
INDEX | PAGE | ||
Corporate information | 1 | ||
Directors' report | 2 | ||
Corporate governance report | 5 | ||
Statement of Directors' responsibilities in relation to the financial statements | 7 | ||
Report of the Audit Committee | 8 | ||
Certification of audited financial statements | 9 | ||
Management's Report on the Assessment of Internal Control Over Financial | |||
Reporting as at 31st December 2024 | 10 | ||
Certifications | 11 | ||
Independent Auditor's Attestation Report on Management's Assessment of | |||
Internal Controls over Financial Reporting | 13 | ||
Independent auditor's report | 15 | ||
Consolidated statement of financial position | 20 | ||
Consolidated statement of profit or loss and other comprehensive income | 21 | ||
Consolidated statement of cash flows | 22 | ||
Consolidated statement of changes in equity - Group | 23 | ||
Statement of changes in equity - Company | 24 | ||
Notes to the financial statements | 25 | ||
Other national disclosures: | |||
Consolidated statement of value added | 81 | ||
Financial summary - Group | 82 | ||
Financial summary - Company | 83 |
CWG PLC
CORPORATE INFORMATION | |||
FOR THE YEAR ENDED 31 DECEMBER 2024 | |||
Registered number | - | RC 615619 | |
Names | Designation | ||
Directors | - | Mr. Philip Obioha | Chairman (Non-Executive) |
Mr. Austin Okere | Non-Executive Director | ||
Mr. Abiodun Fawunmi | Non-Executive Director | ||
Dr. Olusegun Oso | Non-Executive Director | ||
Mr. Babawale Agbeyangi | Non-Executive Director | ||
Mr. Adewale Adeyipo | Managing Director/Chief Executive Officer | ||
Mrs. Taba Peterside | Independent Non-Executive Director | ||
Mr. Afolabi Sobande | Executive Director | ||
Mr. Ireti Yusuf | Executive Director | ||
Registered Office | - | Block 54A, Plot 10, | |
Adebayo Doherty Road, | |||
Off Admiralty Way | |||
Lekki Phase 1 | |||
Lagos | |||
Tel: 01-7406817, 01-8936502 | |||
www.cwg-plc.com | |||
Locations | - | Block 54A, Plot 10, | |
Adebayo Doherty Road, | |||
Off Admiralty Way, Lekki Phase 1 | |||
Lagos | |||
Offices in Nigeria | - | Abuja | |
Port Harcourt | |||
Subsidiaries | - | CWG Ghana Ltd | |
CWG Cameroun Ltd | |||
CWG Uganda Ltd | |||
FTHLAB Ltd | |||
CWG Global Services FZ - LLC | |||
External Auditors | - | PKF Professional Services | |
PKF House, 205A Ikorodu Road | |||
Obanikoro, Lagos | |||
Lagos, Nigeria. | |||
Email: lagos@pkf-ng.com | |||
Solicitors | - | G. Elias & Co | |
6, Broad Street | |||
Lagos Island, | |||
Lagos | |||
Internal Auditors | - | PwC | |
Landmark Towers | |||
5B, Water Corporation Road | |||
Victoria Island | |||
Lagos | |||
Nigeria | |||
E-mail: enquiry@ng.pwc.com | |||
Key Bankers | - | Globus Bank | Stanbic IBTC Bank Plc |
United Bank for Africa Plc | Standard Chartered Bank Plc | ||
First Bank of Nigeria Limited | Guaranty Trust Bank Plc | ||
First City Monument Bank Plc | Zenith Bank Plc | ||
Registrars | - | Cordros Registrars Limited | |
21 Norman Williams Street, Ikoyi. PO Box 75590 | |||
Victoria Island | |||
Lagos | |||
Nigeria | |||
www.cordros.com | |||
Company secretary | - | DCSL Corporate Services Limited | |
235 Ikorodu Road Ilupeju | |||
P.O. Box 965 Marina | |||
Lagos |
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CWG PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors have pleasure in presenting their report on the affairs of CWG Plc (formerly Computer Warehouse Group Plc) ("the Company") together with its subsidiaries ("the Group"), the audited Consolidated financial statements of the Group and the Company for the year ended 31 December 2024 and Other National Disclosures.
LEGAL FORM
CWG Plc (formerly Computer Warehouse Group Plc) was incorporated in Nigeria as a private limited liability
company on 1 February 2005 and became a public limited liability company on 15 November 2013. The certificate of incorporation number of the Company is RC 615619.
PRINCIPAL ACTIVITIES
The Group and the Company are principally engaged in integrated information and communications technology services and solutions, IT consultancy, supply, installation, maintenance and support of hardware, software, and managed services.
STATE OF AFFAIRS
In the opinion of the Directors, the state of the Group and the Company's affairs is satisfactory and there has been no material change since the reporting date, which would affect the Consolidated and Separate financial statements as presented.
RESULTS FOR THE YEAR | |||||||
The Group | The Company | ||||||
2024 | 2023 | 2024 | 2023 | ||||
N'000 | N'000 | N'000 | N'000 | ||||
Revenue | 46,353,452 | 23,529,216 | 30,064,062 | 15,778,260 | |||
Profit before taxation | 4,417,183 | 1,131,916 | 3,439,924 | 870,132 | |||
Income tax expense | (1,373,123) | (555,832) | (1,087,145) | (296,212) | |||
Profit after taxation | 3,044,060 | 576,084 | 2,352,779 | 573,920 | |||
DIVIDEND
The directors propose a dividend of 39 kobo per share of 50 kobo each for the year ended 31st December, 2024 (2023: 16 kobo per share)..
PROPERTY, PLANT AND EQUIPTMENT
Information relating to movement in property, plant and equipment is shown in Note 16 to the Consolidated financial statements. In the opinion of the Directors, the market values of the Group and the Company's property plant and equipment are not less than the value shown in these Consolidated financial statements.
DIRECTORS INTEREST IN CONTRACTS
None of the Directors has notified the Group and the Company for the purpose of Section 303 of the Companies and Allied Matters Act 2020 of any disclosable interest in contracts with which the Group and the Company is involved as at 31 December 2024 (2023: Nil).
DONATIONS
The Company made a donation of N2,540,974 to MTN Foundation and Lekki Phase 1 Community as part of its Corporate Social responsibility during the period under review.
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CWG PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024
DIRECTORS
The names of the Directors at the date of this report and of those who held office during the year are as follows:
Mr. Philip Obioha | Chairman | |||||
Mr. Austin Okere | Non-Executive Director | |||||
Dr. Olusegun Oso | Non-Executive Director | |||||
Mr. Abiodun Fawunmi | Non-Executive Director | |||||
Mr. Babawale Agbeyangi | Non-Executive Director | |||||
Mrs. Taba Peterside | Independent Non-Executive Director | |||||
Mr. Adewale Adeyipo | Managing Director/Chief Executive Officer | |||||
Mr. Afolabi Sobande | Executive Director | |||||
Mr. Ireti Yusuf | Executive Director | |||||
SHARE HOLDINGS AND SUBSTANTIAL INTEREST IN SHARES | ||||||
Number | Nominal | |||||
of Shares Holding | Value | |||||
% | N | |||||
The issued and fully paid share capital of the Company | ||||||
as AT 31 DECEMBER 2024 was beneficially owned as | ||||||
follows: | ||||||
Mr. Austin Okere | 590,129,287 | 23 | 295,064,644 | |||
Mr. Abiodun Fawunmi | 446,104,294 | 18 | 223,052,147 | |||
Mr. Philip Obioha | 453,077,754 | 18 | 226,538,877 | |||
Mr. Adewale Adeyipo | 258,788,144 | 10 | 129,394,072 | |||
Cordros Trustees Limited | 228,480,922 | 9 | 114,240,461 | |||
Others | 548,245,957 | 22 | 274,122,979 | |||
2,524,826,358 | 100 | 1,262,413,180 | ||||
The issued and fully paid share capital of the Company as | ||||||
at 31 December 2023 was beneficially owned as follows: | ||||||
Mr. Austin Okere | 590,129,287 | 23 | 295,064,644 | |||
Mr. Abiodun Fawunmi | 456,074,990 | 18 | 228,037,495 | |||
Mr. Philip Obioha | 456,077,754 | 18 | 228,038,877 | |||
Mr. Adewale Adeyipo | 258,788,144 | 10 | 129,394,072 | |||
Cordros Trustees Limited | 250,494,989 | 10 | 125,247,495 | |||
Others | 513,261,194 | 20 | 256,630,597 | |||
2,524,826,358 | 100 | 1,262,413,180 | ||||
DIRECTORS' INTERESTS
Directors' interests in the issued share capital of the Company are as disclosed above.
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CWG PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
CWG Plc is committed to upholding the highest standards of Corporate Governance, with the aim of ensuring proper oversight of the Group and the Company operations and creating long-term sustainable value for all shareholders and stakeholders. The company adheres to best practices, which includes separating the powers of the Chairman and the Group CEO, as well as having a unique blend of Executive and Non-Executive Directors. The individual and collective academic qualifications and wealth of diverse skills and experience of the Board ensure independent thought and exceptional decision making.
The Board of Directors in driving the strategic direction of the Group and the Company ensures continual building of strong and stable relationships with shareholders, stakeholders and the community at large.
The company is publicly quoted on the Nigerian Exchange Limited (NGX) and affirms its commitment to increasing shareholder value through open and transparent Corporate Governance Practices.
THE BOARD
The Board is committed to best practices of Corporate Governance in carrying out its responsibility of determining the strategic objectives and policies of the Group and the Company. The Board is accountable to the shareholders and is responsible for creating and delivering sustainable value through proper management of the Group and the Company's affairs. The Board also provides oversight on senior management of the Group and the Company.
COMPOSITION OF THE BOARD
As at the date of this Report, the Board comprises of the Chairman, Three (3) Executive Directors and five (5) Non-Executive Directors.
The board carries out its oversight functions using its various Board Committees. This ensures efficiency and allows for deeper attention to targeted matters for the Board. The Committees are set up in line with best practices and have well defined terms of reference defining their scope and responsibilities. The committees meet quarterly and additional meeting are convened as required.
BOARD COMMITTEES:
The Board Committees were reconstituted as follows - Finance and General-Purpose Committee, Risk Management Committee, Audit Committee, Remuneration & Nominations Committee. The Board carries out its oversight functions through the committees
FINANCE AND GENERAL PURPOSE COMMITTEE
The committee comprises six (6) members and is responsible for the review of the Company's accounting policies, quarterly Management Accounts, Audited Financial Statements, yearly budgets, banking facilities, etc.
MEMBERSHIP OF THE COMMITTEE:
Mrs Taba Peterside - Chairman
Mr. Austin Okere
Mr. Babawale Agbeyangi
Dr. Olusegun Oso
Mr. Adewale Adeyipo
Mr. Afolabi Sobande
AUDIT COMMITTEE:
The Committee is made up of four (4) members. The Committee assists the Board in its oversight of risk management and reviews the effectiveness of the Company's system of accounting and internal control. The Committee also oversees compliance related matters.
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CWG PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
MEMBERSHIP OF THE COMMITTEE:
Mr. Abiodun Fawunmi- Chairman
Mr. Austin Okere
Mr. Babawale Agbeyangi
Mrs Taba Peterside
RISK MANAGEMENT COMMITTEE:
The Committee is made up of Six (6) members. The Committee is responsible for the oversight, review and recommendation of the risk management policies and framework for the approval of the Board.
MEMBERSHIP OF THE COMMITTEE:
Dr. Olusegun Oso - Chairman
Mr. Abiodun Fawunmi
Mrs. Taba Peterside
Mr. Adewale Adeyipo
Mr. Afolabi Sobande
Mr. Ireti Yusuf
REMUNERATION AND NOMINATIONS COMIMITTEE:
The Committee is made up of five (5) members. The Committee is responsible for Board nomination and remuneration, succession planning, setting Key Performance Indicators and assessment of performance for the Executive Directors. It also oversees matters on Human Resources, the recruitment, assessment of the performance of Senior Management employees and all other issues relating to the Company and staff welfare. The Committee is also responsible for providing a formal, clear and transparent framework for the Company's remuneration policies and procedures.
MEMBERSHIP OF THE COMMITTEE:
Mr. Babawale Agbeyangi - Chairman
Mr. Abiodun Fawunmi
Mr. Austin Okere
Mrs. Taba Peterside
Dr. Olusegun Oso
STATUTORY AUDIT COMMITTEE:
The statutory Audit Committee in line with Section 404 (4) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2020 is mandated to examine the Auditor's report and make recommendations thereon to the General Meeting. The committee consists of five (5) members.
MEMBERSHIP OF THE STATUTORY AUDIT COMMITTEE:
Mr Akinsola Akinyemi - Chairman
Alhaji Wahab Ajani
Mr. Robert Ibekwe
Dr. Olusegun Oso
Mr. Abiodun Fawunmi
TRADING POLICY
The company has complied with the provisions of Section 14 of the Amended Listing Rules of the Nigerian Exchange Limited by adopting a code of conduct regarding securities transactions by its Directors and all Staff. All Directors and all Staff have complied with Listing rules and the Issuer's code of conduct regarding securities transactions.
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