Quarter 5 financial statement for 2024

R.T. BRISCOE (NIGERIA) PLC

CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

31 DECEMBER 2024

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 2024.

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 servicing of Toyota motor vehicles, technical equipment, including forklifts, industrial compressors, mining and drilling equipment, generating sets, facilities management, property development, project and estate management services.

The following is a summary of the principal activities of the subsidiaries of the Company:

Direct &

Indirect

Shareholding Name

Principal activity

%

Briscoe Properties Limited

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

100

Briscoe Technical Products & Services Limited

Trading of Industrial Equipment

100

Suites Resorts Limited Briscoe Leasing Limited Briscoe Material Handling Briscoe-Ford Nigeria Limited Briscoe Garages Limited

Shell Company

100

Not Operational Not Operational Not Operational Not Operational

100

100

100

100

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.

Operating Results

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

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

i

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 as at 31 December Approval Date of Accounts

Mrs. Aderemi Oluwatosin Akinsete-Chidi served as alternate to Ms. Adeola Adenike Ade Ojo during the year ended 31 December 2024.

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, Ms. Adeola Adenike Ade Ojo, Mr. Akin Ajayi and Alhaji Ali Safiyanu Madugu retire by rotation and being eligible offer themselves for re-election.

Independent Non-Executive Directors

Three Independent Non-Executive Directors namely Sir Sunday Nnamdi Nwosu, Alhaji Ali Safiyanu Madugu,mni and Mrs. Folashade Oluwatoyin Ogunde served on the Board of the company during the year ended 31 December 2024. 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

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 2024.

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 2024:

Dates of meetings

Governance

The Board held a post-Annual General Board Meeting on July 24, 2024.

Beneficial ownership

According to the Register of Members as at 31 December 2024, the following shareholders held more than 5% of the issued share capital of the Company.

Number of Ordinary Shares of 50k each

The analysis of distribution of shares of the Company as at 31 December 2024 was as follows:

at 31

at 31

The Group donated N1,750,000 (2023: N400,000) to the following charitable institution during the year.

Donation to Rumuokwurushi Community Town Council and Youths Sports Festival - N700,000; Support to Matured Minders initiative (MMI) for Humanitarian Excellence Award - N500,000; Donation to Savera Africa Gender Initiative for Int'l Students' Day celebration of Academic Excellence - N300,000;

Sponsorship of FGGC Abuloma Old Girls Association - N250,000

In accordance with Section 43(2) of CAMA 2020, the Group did not make any donation or gift to any political party, political association or for any political purpose in the course of the year under review

Subsequent events

There were no other significant subsequent events which could have had a material effect on the Group's and the Company's financial position as at 31 December, 2024 that have not been adequately provided for or disclosed in these financial statements. (Note 36).

Distributors

There are no major distributors appointed to distribute the Company's products.

Suppliers

The Company's significant suppliers are Toyota Nigeria Limited, Manitou, SOCMA, Logitrans and ELGi Equipment Limited, India.

iv

Acquisition of Company's own shares

The Company has no beneficial interest in any of its own shares and all shares are held as provided for in the Company's Articles of Association.

Share Capital history

The changes to the Company's share capital since incorporation are summarised below:

Authorised Share Capital Issued and Fully Paid Up

Cumulative Consideration

N'000

200 Cash

200 Increase in authorised share

capital

400 Bonus

400 Increase in authorised share

30,000 Increase in authorised share capital

60,000 Rights Issue

75,000 Bonus

93,750 Bonus

156,250 Rights Issue

181,535 Public Offer

226,919 Bonus

283,650 Bonus

340,380 Bonus

408,426 Bonus

490,147 Bonus

588,177 Bonus

588,177 Increase in authorised share capital

Employment and employees

• a) Employment of physically challenged persons

  The Group has no physically challenged persons in its employment. However, applications for employment by physically challenged persons are always fully considered bearing in mind the respective aptitudes and abilities of the applicants concerned. In the event of members of staff becoming physically challenged, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of physically challenged persons should, as far as possible, be identical with that of other employees.

• b) Health, safety and welfare at work

  The Group invests its resources to ensure that the hygiene of its premises is of the highest standard. The Group also established various forms of insurance policies, including company personal accident insurance to adequately secure and protect its employees.

c) Employee involvement and training

The Group places considerable value on the involvement of its employees and has a practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. The Group has in-house training facilities complemented when and where necessary with additional facilities from educational institutions for the training of its employees.

v

FOR THE YEAR ENDED 31 DECEMBER 2024 (CONTINUED)

Property, plant and equipment

Information relating to changes in property, plant and equipment is disclosed in Note 17 to the financial statements.

Audit Committee

Pursuant to Section 404 (3) of the Companies and Allied Matters Act 2020, the Company has an Audit Committee comprising of two directors and three shareholders. Details of the members,the frequency of meetings held and attendance of the members are below:

Attendance of members at meetings held in the

year 26.03.2024 17.04.2024 17.07.2024 24.10.2024

The functions of the Audit Committee as laid down in Section 404(7) of the Companies and Allied Matters Act, 2020 and we refer you to their report on page viii

Corporate Governance

The Board is responsible for the corporate governance of the Group. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial status of the company and ensure that the financial statements comply with the provisions of Companies and Allied Matters Act, 2020 and the Financial Reporting Act. They are also responsible for safeguarding the assets of the Group by taking reasonable steps for the prevention and detection of fraud and other irregularities.

FOR THE YEAR ENDED 31 DECEMBER 2024 (CONTINUED)

Appointment of Group Finance Director

The Board of Directors approved the appointment of the Chief Financial Officer, Mr. Jubril Adetokunbo Shittu as the Group Finance Director with effect from April 1, 2024. His appointment was ratified during the Annual General meeting of July 24, 2024.

Compliance with the Code of Corporate Governance

During the year, the company complied with the Nigerian Code of Corporate Governance 2018 issued by the Financial Reporting Council of Nigeria.

Complaints Management Framework

The company has a Complaints Management Policy to handle and resolve complaints from shareholders, customers, business associates, employees, members of the public and other stakeholders. The details of the policy are hosted on the company's website.

Whistle Blowing Policy

The company also has a Whistle Blowing Policy which governs the procedure and provides for a confidential channel by which employees, customers and other members of the public might report any concerns about wrongdoing or improper conduct within the company to the Board of Directors or the Audit Committee. Reports by Whistle Blowers can be made in writing by email and addressed towhistleblowing@rtbriscoe.comor the personal emails of the Chairmen of the Committees as follows:

Reports can also be made verbally either through telephone or in person. The following telephone lines should be used:

The details of the policy are hosted on the company's website.

Securities Trading Policy

The Board has a Securities Trading Policy which is applicable to all employees, directors, audit committee members and connected employees of auditors, consultants and contractors of the company and its subsidiaries. The terms of the policy are no less exacting than the standard set in the Listing Rules of The Nigerian Exchange. A copy of the policy is on the company's website.

Independent Auditors

During the Annual General Meeting of 26th September, 2023; a resolution was passed for the appointment of Messrs. Crowe Dafinone as the External Auditors of the Company in accordance with Section 401 of the Companies and Allied Matters Act, 2020. A Resolution was also passed authorising the Directors to determine their remuneration.

BY ORDER OF THE BOARD

Michael Olabode FRC/2022/PRO/NBA/002/23356 Company Secretary

18, Fatai Atere Way, Matori Lagos, Nigeria

Dated: 27th March, 2025

vii

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION

TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

In accordance with the provisions of the Companies and Allied Matters Act, 2020, the Directors are responsible for the preparation of consolidated and separate financial statements which give a true and fair view of the state of affairs of the Group at the end of the year and its profit or loss for the year ended on that date.

The responsibilities include ensuring that:

• i. The Group keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and comply with the requirements of the Companies and Allied Matters Act, 2020.

• ii. Appropriate and adequate internal controls are established to safeguard its assets and to prevent and detect fraud and other irregularities;

• iii. The Group prepares its Consolidated and separate Consolidated and separate financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates that are consistently applied; and

• iv. It is appropriate for the Consolidated and separate financial statements to be prepared on a going concern basis.

The Directors accept responsibility for the preparation of the consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in accordance with the International Financial Reporting Standards; in compliance with the provisions of the Financial Reporting Council Act No. 6, 2011 and in the manner required by the Companies and Allied Matters Act, 2020.

The Directors are of the opinion that the group Consolidated and separate financial statements give a true and fair view of the state of the financial affairs of the Group, in accordance with the International Financial Reporting Standards in compliance with the Financial Reporting Council of Nigeria Act, No 6, 2011 and in the manner required by Companies and Allied Matters Act, 2020.

The Directors further accept responsibility for the maintenance of adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal controls as the Directors determine is necessary to enable the preparation of Consolidated and separate financial statements that are free from material misstatements whether due to fraud or error.

Going Concern:

The Consolidated and separate financial statements have been prepared assuming the Group and company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the near future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, management takes into account all available information in the near future, in particular for the twelve months from the date of the Consolidated and separate financial statements.

As at 31 December 2024, the Group's current liabilities exceeded its current assets by N14.3billion (2023 : N14.9 billion) and the Company by N14.5 billion (2023 : N14.9 billion), while Group total liabilities exceeded its total assets by N8.5 billion (2023 : N9.2 billion) and the Company by N8.5 billion (2023 :N9.2 billion). As a result of the losses incurred over the years, the shareholders' fund has been totally eroded to the tune of N8.5 billion as at 31 December 2024 for both Group and Company respectively. These conditions, along with other matters set forth below, indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

The Directors however are optimistic about the successful resolution of the group's going concern issue. The group holding company has feasible strategy and plan to diversify activities and is reducing cost across the companies in the group. There are key performance indicators on cost monitoring and control. Restructuring of the Group's distribution network for cost effectiveness to increase dealers' margin and sales will bring back the Group to profitability in the near future.

Signed on behalf of the board of directors by:

1