RC 639 ABRIDGED FINANCIAL STATEMENTS · rc 639 abridged financial statements for the year ended 31 march, 2012 contents pgs notice of annual general meeting 1 board of directors and

RC 639

ABRIDGEDFINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH, 2012

CONTENTS PGS

NOTICE OF ANNUAL GENERAL MEETING 1

BOARD OF DIRECTORS AND OFFICERS 2

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 3-5

CHAIRMAN’S STATEMENT 6

CONSOLIDATED BALANCE SHEET 7

CONSOLIDATED PROFIT & LOSS ACCOUNT 8

GROUP FINANCIAL SUMMARY 9

NOTICE OF ABRIDGED FINANCIAL STATEMENT 10

PROXY/ADMISSION FORM 11

CONSOLIDATION OF ACCOUNTS FORM 12-13

REQUEST OF E-BONUS FORM 14-15

REQUEST OF E-DIVIDEND AND CHANGE OF ADDRESS FORM 16-17

NOTES 18

RESULT AT A GLANCE

The highlights of the Company's trading results for the year ended 31 March, 2012:

GROUP COMPANY

2012 2011 2012 2011

Turnover 25,000,300 23,350,964 22, 554,330 21,413,298

Gross Profit 2,999,290 2,524,383 2,523,651 2,215,551

Interest Payable and Bank Charges (449,727) (240,439) (413,181) (212,792)

Profit After Tax and Non-controlling interest 231,632 228,232 155,451 221,707

Earnings per Ordinary Shares - Kobo 32k 30k 22k 31k

1 2012 BRIDGED FINANCIAL STATEMENTS

RC 639

NOTICE OF THE ANNUAL GENERAL MEETING

rdNOTICE IS HEREBY GIVEN that the 63 Annual General Meeting of the members of Chellarams Plc will be held at the Golden Tulip Hotel, Silas Daniyan Hall, Amuwo Odofin, Lagos on Thursday, September 27, 2012 at 11.00a.m to transact the following businesses:

ORDINARY BUSINESSst1. To receive the Audited Accounts for the year ended 31 March, 2012 together with the reports of the Directors,

Audit Committee and the Auditors thereon.

2. To declare a dividend.

3. To re-elect Directors retiring by rotation.

4. To approve the remuneration of the Directors.

5. To authorise the Directors to fix the remuneration of the Auditors.

6. To elect members of the Audit Committee.

NOTESPROXYA member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to vote in his/her stead. All valid instruments of proxy should be completed, stamped and deposited at the Office of the Company's Registrars, Union Registrars Limited at 2, Burma Road, Apapa, Lagos, not less than 48 hours before the time for holding the Meeting.

CLOSURE OF REGISTER AND TRANSFER BOOKSth thThe Register of Members and Share Transfer Books will be closed from 12 September, 2012 to 27 September 2012; both

dates inclusive to enable the preparation and payment of dividend by the Registrars.

DIVIDEND WARRANTSIf the dividend of 10K per 50K share held as recommended by the Directors is approved, those Shareholders whose names are

thregistered in the Register of Members at the close of business on 12 September, 2012 shall have dividend warrants posted to ththem or have their designated bank accounts credited by 27 October, 2012.

AUDIT COMMITTEEIn accordance with Section 359(5) of the Companies and Allied Matters Act, Cap 20 laws of the Federation of Nigeria 2004, a shareholder may nominate a shareholder for appointment to the Audit Committee. Such nomination shall be in writing and to reach the Company Secretary at Plot 110/114, Oshodi-Apapa Express Way, Isolo, Lagos; not less than 21 days before the Annual General Meeting.

UNCLAIMED DIVIDEND WARRANTSThe Company notes that some dividend warrants sent to the shareholders are yet to be presented for payment. Therefore, all shareholders with unclaimed dividend warrants should address their claims to our Registrars at 2, Burma Road, Apapa, Lagos; during normal working hours for processing of their claims or assistance. Members are being urged to advise the Registrars or the Company Secretary of any change of address or situation particularly as it relates to share certificates and warrants.

E-DIVIDEND/BONUSAll Shareholders are advised to open bank and stock broking accounts or CSCS accounts for the purpose of dividends and bonuses. A detachable application form for e-bonus and e-dividend is attached to this Annual Report and Accounts to enable all shareholders to furnish particulars of their accounts to the Registrars as soon as possible.

BY ORDER OF THE BOARD

EZINWANNE D. NNORUKA (MRS.)COMPANY SECRETARY

Plot 110/114, Oshodi-Apapa Express Way,Isolo, Lagos

th10 July, 2012

2012 BRIDGED FINANCIAL STATEMENTS 2

RC 639

BOARD OF DIRECTORS AND OFFICERS

CHAIRMAN: Otunba Solomon Kayode Onofowokan, OON

(Asiwaju of Remo Kingdom)

MANAGING DIRECTOR: Chief Suresh M. Chellaram (British)

DIRECTORS: Otunba Richard Adeniyi Adebayo, CON

Mr. Aditya Suresh Chellaram (British)

(Chief Executive Officer)

Alhaji Ahmed Adamu Abdulkadir

Mr. Kishore N. Bhambhani (Indian)

Mr. Suhas S. Kulkarni Esq (Indian)

(Group Direcor of Finance)

COMPANY SECRETARY: Mrs. Ezinwanne D. Nnoruka

REGISTERED OFFICE: Plot 110/114, Oshodi-Apapa Expressway,Isolo, Lagos.

AUDITORS: PKF Professional ServicesChartered AccountantsPKF House205A, Ikorodu Road, Obanikoro, Lagos.

REGISTRAR: Union Registrar Limited2, Burma Road, Apapa, Lagos.

The significant accounting policies adopted in the same basis in line with the company's depreciation preparation of these consolidated financial statements policy. Leased assets are assets which the are set below: company has acquired beneficial ownership

under finance lease agreements. 1. BASIS OF PREPARATION

Property, plant and equipment also include assets for which construction works have not been The consolidated financial statements are completed. An item of property, plant and prepared in compliance with Statements of equipment is derecognised upon disposal or when Accounting Standards (SAS), issued by the no future economic benefits are expected from its Financial Reporting Council of Nigeria. The use or disposal. Any gain or loss arising on consolidated financial statements are derecognition of the asset (calculated as the presented in the functional currency, Nigeria difference between the net disposal proceeds and Naira, rounded to the nearest thousand and the carrying amount of the asset) is included in the prepared under the historical cost convention income statement in the year the asset is as modified by the revaluation of certain derecognised. property, plant and equipment.

4. DEPRECIATION OF PROPERTY, PLANT AND The preparation of the consolidated financial EQUIPMENT statements in conformity with generally

accepted accounting principles requires the Depreciation is provided on straight-line basis to use of estimates and assumptions that affect write off the assets over their estimated useful the reported amounts of assets and liabilities lives. Annual depreciation is calculated at fixed and disclosure of contingent assets and percentages of cost. Land and assets under liabilities at the date of the consolidated construction are not depreciated. financial statements and the reported

amounts of revenues and expenses during The principal annual rates of depreciation, the reporting period. which are consistent with those previous years, are: 2. BASIS OF CONSOLIDATION

The consolidated financial statements Buildings on freehold and long leasehold Lands except investment properties - 2% incorporate the financial statements of

Chellarams Plc and its subsidiaries, Dynamic Short leaseholds - Over the unexpiredIndustries Limited, United Technical and

period of leasesAllied Services Limited and Chelltek Industries Limited, all made up to 31 March,

Motor Vehicles - 25% each year.

Plant and Machineries - 10% All inter-company balances and transactions, including unrealized inter-company profits are

Furniture and Fittings - 10% eliminated on consolidation. The equity and net income attributable to non controlling

Office Equipment - 15% interests are shown as separate items in the Consolidated Financial Statements.

Depreciation is not calculated on property, plant and equipment until they are brought into use. 3. PROPERTY, PLANT AND EQUIPMENT

5. INVESTMENTS Property, plant and equipment are stated at the cost/valuation, less depreciation on a

Investments are classified as investment property, straight line basis over the estimated useful long-term investments, short-term investments and life of the assets, taking into consideration any investment in subsidiaries. residual value, excluding the costs of day-to-

day servicing. 5.1 Investment property

Investment property is the company's Leased assets are capitalized at the inception investment in land and building held of the lease at the fair value of the leased primarily for generating income and not property or, if lower, at the present value of the occupied substantially for use, or in the minimum lease payments after inception. operations of, the company or another Capitalized leased assets are depreciated on

For the Year Ended 31 March, 2012


RC 639

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES


RC 639


company in the company's group. finance charges and the reduction of the leaseInvestment property is stated at the l iability so as to achieve a constant rate of interest cost and/or valuation basis. on the remaining balance of the liability. Finance

charges are charged directly against income. The 5.2. Long term investments amounts for the reduction of the outstanding liability

due in the next financial year is recognized as Long-term investments portfolio are creditors; amount due within one year. stated at cost less provision for

diminution in value. Capitalized leased assets are depreciated on same basis with the company's depreciation policy. 5.3 Short term investments Operating lease payments are recognized as an Short term investments are stated at expense in the income statement in the year to lower of cost or market value less which they relate. provision for diminution in value.

10. TAXATION 5.4 Investments in subsidiaries Investments in subsidiaries are stated

i. Income taxation at cost. Income tax expenses/credi ts are recognized in the profit and loss account. 6. INVENTORIES Current income tax is the expected tax payable on the taxable income of the year, Stocks in trade are valued at the lower of cost using statutory tax rates at the balance on an average cost basis, net of provision for sheet dates. obsolescence, and net realizable value.

ii. Deferred taxation Net realizable value is the estimated selling Deferred taxation, which arises principally price in the ordinary course of business, less from the timing differences in recognition of estimated costs of completion and estimated items for accounting and taxation purposes, costs necessary to make the sale. has been calculated using the liability method. Deferred taxation is provided fully 7. RECEIVABLES on the timing differences, which are expected to reverse during the period Trade and other receivables are recognized allowed by the tax law. This represents and carried at original invoice amounts less an taxation at the current rate of corporate allowance for any un-collectible amounts. income tax on the difference between the Specific provision is made where there is depreciation charged in the accounts and objective evidence that the collection of any the capital allowances claimable for tax. debts will be considered to be doubtful of

collection. Debts considered irrecoverable are Deferred taxes relating to ordinary activities written off. are included as part of the tax on profit or loss resulting from ordinary activities. 8. FOREIGN CURRENCIES TRANSLATION Deferred taxes relating to extraordinary items are included in the tax on The financial statements are presented in extraordinary items.Naira, which is the Company's functional and

presentation currency. Income and expenses iii. Capital gains tax denominated in foreign currencies are

Capital gains tax is included in the tax recorded in Naira at the rates of exchange expense for the period to which it relates. ruling at the date of the transaction. Monetary Capital gains tax relating to a disposal of an assets and liabilities denominated in foreign extraordinary item is deducted from such currency balances are converted to Naira at item.the applicable rates of exchange ruling at the

balance sheet date. Any profits or losses iv. Value added tax arising on the conversion of foreign currencies

Non-recoverable VAT paid in respect of non are included in the profit and loss account. capital nature is written off to profit and loss accounts.9. LEASES

Finance leases are recognized at the present value of the minimum lease payments. Lease payments are apportioned between the


v. Withholding tax in which, the economic benefits will flow to the company and the revenue can be reliably The withholding tax credit is used as set-measured. Losses are accounted for in the year off against income tax payable. Tax credit in which they are foreseeable. which is considered irrecoverable is

written-off as part of the tax charge for the year. 15. COST OF SALES

11. DIVIDEND DISTRIBUTION This item represents the full absorption cost of products sold. The full absorption cost comprises

Dividend distr ibution to the Company cost of direct materials, labour and the proportion shareholders is recognized as a liability in the of manufacturing overhead based on normal Group Financial Statements in the year in which operating capacity and borrowing costs. The the dividends are approved by the Company's costs of raw materials and consumables are shareholders. \ calculated based on the average cost principle.

12. EMPLOYEES' RETIREMENT BENEFITS 16. COST RECOGNITION

12.1 Pension fund scheme Costs are determined with due observance of the The Group operates a def ined aforementioned accounting policies are contribution pension scheme in line with allocated to the financial year to which they the provisions of the Pension Reform Act relate. 2004, with contribution based on the sum that consists of employees basic salary, 17. PROVISIONS housing and transport allowance in the ratio of 7.5% by both the employee and Provisions are recognized when the Company the employer. has a present obligation whether legal or The Group's contributions to these constructive, as a result of past event for which it schemes are charged to the profit and is probable that an outflow of resources loss account in the period to which they embodying economic benefits will be required to relates, and the scheme's assets are settle the obligations and a reliable estimate can general ly held by pension fund be made of the amount of the obligation in administrators on behalf of the accordance with the Statement of Accounting beneficiary staff. Standards (SAS 23).

12.2 Gratuity scheme 18. CASH AND CASH EQUIVALENTS The Group operates a non-contributory gratuity scheme for its employees. The For the purpose of reporting Cash flows, cash employees' entitlement to gratuity and cash equivalents consists of cash on hand, benefits under the scheme depends on cash balances with banks and bank overdraft. the individual years of service, terminal salary and conditions of service. Benefits 19. PROPERTY, PLANT AND EQUIPMENT payable to employees on retirements or REVALUATION RESERVE resignation are accrued over the service life of the employee concerned based on Surpluses/(Deficits) arising on the revaluation of current salary at the balance sheet date. individual property, plant and equipment are The Company's contribution to the (credited)/debited to a non-distributable known gratuity scheme is charged to the income as the property, plant and equipment revaluation statement. reserve. Revaluation deficits in excess of the

amount of prior revaluation surpluses on the 13. REVENUE same assets charged to the profit and loss

account. This relates to the sale of goods to customers, exclusive of value added tax, less any discounts. On disposal of previously revalued property,

plant and equipment, an amount equal to the 14. REVENUE RECOGNITION revaluation surplus attributable to that asset is

transferred from the property, plant and Revenue is recognised when the significant risk equipment revaluation reserve to general and rewards of ownership of the goods have reserve. passed to the buyer. Revenue is recognized to the extent that it is probable that, and in the year



RC 639


Distinguished Shareholders, Ladies and Gentlemen,

I am delighted to welcome you all to the 63rd Annual

General Meeting of our Company and to present the

Annual Report and Audited Financial Statements for

the year ended 31st March 2012.

Global Economy:

Year 2011-2012 offered mixed signals globally. While

North America showed some signs of economic

improvement, closer to home, Europe was in turmoil.

The economies of Greece and Spain continued to

cause concerns to European leaders. Both these

countries are on the brink of default and the ripple effect

on the global economy is making all markets nervous.

The supposedly fast growing economies of China,

India and Brazil are showing trends of slowing down. In

general, the nervous trends of the past year are

creeping into the current year.

Nigerian Economy:

The Nigerian Economy is traditionally import based

and depends on crude oil exports for forex earnings.

Crude pricing demonstrated a mixed trend last year,

peaking above $120 per barrel and dropping below the

$100 mark. The significant development of the year

was the removal of the Federal subsidy on the

importation of petroleum products and resultant

increase in pump prices by over 50%. While various

agencies of the Government are investigating possible

mis-use of the petroleum subsidy, the common man is

struggling to cope with increased living costs.

Another and most disturbing aspect of last year was the

unrest in the Northern region on account of “Boko

Haram” activities. In the last 6 months, the Country has

witnessed a spate of bomb blasts and attacks on

Government and citizens, causing fear in peoples'

minds. This has affected trading activity in general as

well as cross-border trade.

The Central Bank of Nigeria continues to hold the Naira

within a reasonable band, thanks to crude oil prices

remaining in a zone higher than the budget number.

However, every now and then, the currency shows

weakness and threatens to cross the psychological

barrier of N160 to $1. Inflation continues to be in

double digits and in trying to curb it, the Central Bank of

Nigeria is putting pressure on bank liquidity, thus

pushing interest rates upwards. In fact, it confirms that

there is going to be a general slowdown in all industrial

and trading activities, as the interest rates will remain

high and industries will be caught between higher costs

and lower turnover.

Your Company:

In spite of the various domestic and international

issues, we, at Chellarams Plc, endeavoured to keep

our heads above water. Through the improved

performance of the Subsidiaries and also through

focus on a stronger product mix, we were able to have a

turnover growth of over 7% from N23.35 billion to N25

billion and achieved a Profit after tax of N231.6 million

(as against N220.3 million in the previous year). With

regards to the subsidiaries, we are discontinuing the

business of Bicycle manufacturing in Chelltek

Industries Limited for now, till we see better protection

to local manufacturers by Government, while our

packaging and engineering services units (Dynamic

and UTAS) will continue to grow. Looking forward, your

Company's focus will be on the consolidation of

existing strong business lines along new related

products as well as the weeding out of under-

performing product lines.

Outlook ad Corporate Social Responsibility:

I am happy to announce that your Company was

accredited with NIS ISO 9001:2008 certificate and

congratulate the Management on this feat.

I am also happy to say that your Company continues to

support Nigerians for higher education through

scholarships from its Foundation and also provides

donations for worthy causes. The total disbursement

through the fund in the last year was N19 million.

Dividend:

In spite of a low Profit After Tax, your Board

recommends a dividend of 10 kobo per share.

I take this opportunity in expressing my profound

gratitude to all fellow shareholders, our employees,

customers and bankers and lastly, my fellow members

on the Board for their commitment to the growth of our

Organisation. I also thank the Almighty GOD for

protecting us in the past and pray that he gives us

strength to meet the challenges of the future. AMEN.

Thank you and God bless you all.

.......................................................

Otunba Solomon Kayode Onofowokan, OON

CHAIRMAN


RC 639

CHAIRMAN’S STATEMENT

As at 31 March , 2012

ASSETS2012 2011 2012 2011N000 N'000 N000 N'000

Property, plant and equipmentFixed assets 2.1 2,433,786 2,257,049 2,191,515 1,949,131 Assets under finance lease 2.2 34,873 64,529 34,873 64,529 Investment property 2.3 984,600 984,600 984,600 984,600

3,453,259 3,306,178 3,210,988 2,998,260

Investments 3.2 436,325 245,762 566,523 375,960

Deferred taxation 13.3 233,804 226,151 240,249 238,247

Current assetsInventories 4 6,751,583 3,590,733 5,750,161 3,076,801 Trade debtors 5 1,519,956 1,303,985 1,080,674 1,056,748 Due from subsidiary companies - - 230,047 150,089 Other debtors and prepayments 6 2,213,339 2,041,570 2,102,443 1,947,964 Cash and bank balances 7 223,114 164,190 200,651 141,033

10,707,992 7,100,478 9,363,976 6,372,635

Creditors: Amount due within one yearTrade creditors 1,804,162 2,034,769 1,368,804 1,764,821 Other creditors and accruals 8 560,017 494,833 394,627 380,210 Due to subsidiaries companies - - 200,931 - Due to related company 21,117 - 21,117 - Short term finance 11.1 5,262,207 2,326,357 4,619,102 2,326,357 Bank overdrafts 9 1,832,490 1,073,064 1,624,912 688,645 Taxation payable 13.1 262,946 130,420 184,818 85,967

9,742,939 6,059,443 8,414,311 5,246,000

Net current assets 965,053 1,041,035 949,665 1,126,635

Total assets less current liabilities 5,088,441 4,819,126 4,967,425 4,739,102

Provision for liabilities and chargesStaff retirement benefits 14 (133,873) (92,222) (124,828) (83,885)

Creditors: Amount due after one yearTerm loans 11 (204,015) (372,319) (204,015) (362,422) Bonds 11.2 (1,637,399) (1,374,770) (1,637,399) (1,374,770)

Net assets 3,113,154 2,979,815 3,001,183 2,918,025

CAPITAL AND RESERVESShare capital 15 361,463 361,463 361,463 361,463 Revaluation reserve 16 1,318,073 1,318,073 1,318,073 1,318,073 General reserve 17 1,395,222 1,261,007 1,321,647 1,238,489 Shareholders' fund 3,074,758 2,940,543 3,001,183 2,918,025 Non-controlling interest 18 38,396 39,272 - -

3,113,154 2,979,815 3,001,183 2,918,025

The consolidated financial statements on pages 18 to 31 were approved by the Board of Directors on 21 June 2012 and signed on its behalf by:

Directors

The statement of accounting policies on pages 18 to 20 and the accompanying notes on pages 25 to 34 form an integral part of these consolidated financial statements

Notes GROUP COMPANY


RC 639

CONSOLIDATED BALANCE SHEET


Notes GROUP COMPANY2012 2011 2012 2011N000 N'000 N000 N'000

Turnover 26.1 25,000,300 23,350,964 22,554,330 21,413,298

Cost of sales (22,001,010) (20,826,581) (20,030,679) (19,197,747)

Gross profit 2,999,290 2,524,383 2,523,651 2,215,551

Distribution and administrative expenses (2,415,011) (2,143,323) (2,081,639) (1,925,757)

Other income 19 226,358 193,200 223,469 189,458

Finance cost 20 (449,727) (240,439) (413,181) (168,544)

Profit before taxation 360,910 333,821 252,300 310,708

Taxation 13.2 (129,278) (113,503) (96,849) (89,001)

Profit after taxationtransferred to general reserve 231,632 220,318 155,451 221,707

Non-controlling interest 18 (907) 7,914 - -

Profit after taxation and non-controlling Interest 230,725 228,232 155,451 221,707

Earnings per share (kobo) 32 30 22 31

The statement of accounting policies on pages 18 to 20 and the accompanying notes on pages 25 to 34 form an integral part of these consolidated financial statements.


RC 639

CONSOLIDATED PROFIT AND LOSS ACCOUNT

31 MARCH

2012 2011 2010 2009 2008

N’000 N’000 N’000 N’000 N’000

Employment of funds

Property, plant and equipment 3,453,259 3,306,178 3,081,192 2,814,080 2,786,071

Deferred charges - - - 17,692 23,438

Investments 436,325 245,762 170,779 4,704 4,704

Deferred taxation 233,804 226,151 234,012 219,492 43,083

Net current assets/(liabilities) 965,053 1,041,035 (119,997) (713,954) 142,371

Staff retirement benefits (133,873) (92,222) (71,951) (79,001) (69,244)

Creditors: Amount due after a year (1,841,414) (1,747,089) (457,203) (46,082) (274,873)

3,113,154 2,979,815 2,836,832 2,216,931 2,655,550

Funds employed

Share capital 361,463 361,463 361,463 361,463 180,732

Bonus issue reserve - - - - 180,732

Revaluation reserve 1,318,073 1,318,073 1,318,073 1,318,073 1,318,073

Capital reserve on consolidation - - - 23,074 23,074

General reserve 1,395,222 1,261,007 1,106,882 498,052 932,117

Non-controlling interest 38,396 39,272 50,414 16,269 20,822

3,113,154 2,979,815 2,836,832 2,216,931 2,655,550

Turnover 25,000,300 23,350,964 19,418,308 16,145,771 14,526,294

Profit before taxation and exceptional items 360,910 333,821 415,633 100,955 311,323

Exceptional item - - - (645,162) -

Taxation (129,278) (113,503) 30,492 167,309 (54,918)

Profit/(loss) after taxation and exceptional items 231,632 220,318 446,125 (376,898) 256,405

Non-controlling interest (907) 7,914 (6,205) 3,787 (11,209)

Profit after exceptional item, taxation and

non-controlling interest 230,725 228,232 439,920 (373,111) 245,196

Dividend declared - 72,293 57,834 54,219 54,219

Earnings/(loss) per shares (kobo) 32 30 61 (73) 68

Dividend per share (kobo) - 10 8 - 15

Net asset per share 431 412 392 307 367

EARNINGS /(LOSS) PER SHARE

Earnings/(loss) per ordinary share has been computed respectively for each year on the profit/(loss) after taxation and non-controlling

interest, excluding exceptional item and based on the weighted average/ number of issued 50 kobo ordinary shares as at end of the period

under review.

DIVIDEND PER SHARE

Dividend per ordinary shares are calculated on the dividend declared for each year and based on the number of issued 50 kobo ordinary

shares as at end of the period under review.

NET ASSET PER SHARE

Net asset per share are based on net assets and the number of ordinary shares of 50k each in issue at the end of each financial year.


RC 639

FINANCIAL SUMMARY - GROUP

The Annual General Meeting of CHELLARAMS PLC

to be held at the Golden Tulip Hotel, Silas Daniyan Hall,

Amuwo Odofin, Lagos State on Thursday, 27th

September, 2012 at 11.00a.m

I/We....................... being a member/members of

Chellarams Plc hereby appoint................................ or

failing him the Chairman of the Meeting as my/our Proxy

to vote for me/us and on my/our behalf at the 63rd

Annual General Meeting of the Company.

Dated this ….............. day of …..............................,

2012

...........................................................

Shareholder’s Signature

NOTES:

1. Please indicate with an 'X' in the appropriate squares how you wish your votes to be cast on the resolutions set out above.

2. A Member (Shareholder) who is unable to attend the Annual General Meeting is allowed to vote by Proxy. The above Proxy Form has been prepared to enable you exercise your right to vote in case you cannot personally attend the Meeting. Members who wish to vote by proxy should please ensure that the appropriate stamp duties die to the Proxy Form are paid. The Proxy must produce the 'Authority to Admit', attached to this Form to obtain entrance to the Meeting.

3. Provision has been made on this Form for the Chairman of the Meeting to act as your Proxy. However, if you so wish, you may insert in the space provided on the Form the name of any person whether a member of the Company or not who will attend the Meeting and vote on your behalf.

4. Please sign the above Proxy Form and post it so as to reach the Registrars, Union Registrars Limited, 2, Burma Road, Apapa, Lagos, not later than 48 hours before the appointed time for holding the Meeting. If executed by a corporation, the Proxy Form must bear the Common Seal of such Corporation.

AUTHORITY TO ADMIT

rdPlease admit …....................................................................................... at the 63 Annual General Meeting of CHELLARAMS PLC thto be held at the Golden Tulip, Amuwo Odofin, Lagos State, on Thursday, 27 September, 2012 at 11.00a.m.

NOTES: 1. This authority for admission must be produced by the Shareholder or his/her proxy in order to gain entry to the Venue of the Annual General Meeting.

2. Shareholders or their proxies must sign this authority for admission before attending the Meeting.

SIGNATURE OF PERSON ATTENDING..................................................................................................

CAUTION: TO BE VALID, THIS FORM MUST BE STAMPED ACCORDINGLY

EZINWANNE D. NNORUKA (MRS.)Company Secretary

PROXY FORM

Tear off from here

S/N RESOLUTIONS FOR AGAINST

1 To re-elect Chief Suresh Chellaram

2 To re-elect Otunba Adeniyi Adebayo, CON

3 To declare a dividend

4 To approve the remuneration of the Directors

5 To authorise the Directors to fix the remunerationof the Auditors


RC 639

RC 639

Affix N50Postage Stamp

Here

Union Registrars Limited2, Burma Road, Apapa, Lagos.P. M. B. 12717,Lagos.

CONSOLIDATION OF ACCOUNTS FORM

Dear Shareholder

Records with our Registrars and as revealed by the Register of Members, shows that some members have more than one

account in their names.

This situation may have arisen as a result of multiple applications made during new issues or as a result of purchases

made through the Stock Exchange.

Servicing these accounts is posing significant administrative difficulties as well as incurring otherwise avoidable costs in

respect of postage, maintenance, issuance of certificates, etc. These ultimately have an impact on the profit of the

Company.

The Nigerian Stock Exchange has decided that efforts be made to consolidate multiple accounts.

Certificates should not be forwarded.

More especially to facilitate the operations of the CSCS.

We ask for your co-operation in this respect.

At the next section of this notice, complete the Consolidation Request Form and mail it to the Union Registrars Limited, 2,

Burma Road, Apapa, Lagos.

….........................................................................Tear off from here..................................................................................

CONSOLIDATION OF ACCOUNTS FORM

1

2

3

4

5

6

7

8

9

10

Shareholder’s Signature: .........................................................................

S/N Name Address Units of Certificate A/C Date


RC 639


Here


REQUEST OF E-BONUS

To:

The RegistrarUnion Registrars Limited2, Burma RoadApapa, Lagos

REQUEST FOR E-BONUS

I/We hereby request that henceforth, all bonuses due to me/us with respect to my/our shareholding in CHELLARAMS PLC be paid directly to my CSCS / Stockbroker account as stated below:

Account Details:

Shareholder Account No.: .................................................................................................................................(Please look on the left hand corner of your certificate for your shareholder account number)

Name of Shareholder : ......................................................................................................................................

Address of Shareholder : ...................................................................................................................................

Investor’s Account No.:......................................................................................................................................

CSCS Account No.: ..........................................................................................................................................

GSM No.: ..........................................................................................................................................................

E-mail: Address: ...............................................................................................................................................

Yours faithfully

Signature: ..................................................................................)

Name: .........................................................................................) of Shareholder

For Joint Shareholders .................................................................................................................................

Signature: ..................................................................................)

Name: .........................................................................................) ) of Shareholder

Signature: ..................................................................................)

Name: .........................................................................................) ) of Shareholder

Official stamp and authorized signatures of Stockbroker

1. Signatory:.........................................................................

2. Signatory:.......................................................................... Seal of Stockbroker

Corporate Shareholders shouldplease affix seal here and stateRC No.


RC 639


Here


REQUEST OF E-DIVIDEND & CHANGE OF ADDRESS FORM

To:ShareholdersCHELLARAMS PLC

Dear Shareholders,

Your Board and Management are concerned about the unhealthy state of the unclaimed dividend balance. The Shareholders and Registrars share the burden of ensuring that the balance on the unclaimed dividends is kept and well reduced.

To this end, Shareholders with unclaimed dividends are urged to come forward to claim their dividends.

Shareholders are also encouraged to:

lInform the Registrars promptly of any change of address and to follow up to ensure rectification.lHave their accounts mandated for e-dividend

To forestall a situation where complaints are made of non-payment, the Registrars will, contemporaneously with remittance to the various banks for the mandated account of Shareholders, forward Advice Slips to such Shareholders.

We do solicit your co-operation in this regard.

COMPANY SECRETARY.............................................................................................................................................................................................

Date:

The Registrars Please state your former address

Union Registrars Limited here and the new address (if any)

2, Burma Road, in the space provided in the body

Apapa, Lagos of this letter

CHELLARAMS PLCREQUEST FOR E-DIVIDEND AND CHANGE OF ADDRESS

Kindly direct my/our Dividend Payment in respect of all my/our shares in the above Company into my/our account stated below:

BANK DETAILS:

Name of Bank: .....................................................................................Branch and Sort Code: ................................................................................... Stamp of bankAddress of Branch: ...................................................................................Account Number (Current or Savings): ..................................................................

Signature of Shareholder: ....................................................................................

Bank Authorised Signature:......................................................................................

Please note my/our change of address as follows Corporate Shareholders shouldPlease affix seal here and state

Yours faithfully RC No.

Signature:........................................................................) Name:..............................................................................). ) of Shareholder

For Joint Shareholders. .....................................................................................................................................................




RC 639


Here



RC 639

NOTES

110/114, Oshodi-Apapa Expressway, Isolo, Lagos.www.chellaramsplc.com

RC 639

The Company Secretary,

Documents

RC 639 ABRIDGED FINANCIAL STATEMENTS · rc 639 abridged financial statements for the year ended 31 march, 2012 contents pgs notice of annual general meeting 1 board of directors and