ROYAL EXCHANGE : QUARTER 4 - FINANCIAL STATEMENT FOR 2021

Royal Exchange Plc

(RC: 6752)

Consolidated UnauditedFinancial Statements

31 December 2021

ROYAL EXCHANGE PLC RC: 6252
New Africa House	T. 01-4606690 - 01-4606699
31 Marina	E. [e-mail]
P.O. Box 112, Lagos	W. www.royalexchangeplc.com

Directors:

Mr. Kenneth Ezenwani Odogwu (Chairman), Chief Anthony Ikemefuna Idigbe (SAN), Alhaji Ahmed Rufa'i Mohammed, Mr. Adeyinka Adekunle Ojora, Mr. Hewett Benson

Royal Exchange Plc Unaudited Financial Statements for the Period Ended 31st December 2021

Table of Contents
Corporate information	3
Share Dealing Policy	4
Result at a glance	7
Consolidated Statements of Financial Position	9
Consolidated Statement of Profit or Loss and Other Comprehensive Income	10
Statement of Changes in Equity	11
Consolidated Statements of Cashflows	14
Notes to the financial statements	16 - 55

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Royal Exchange Plc Unaudited Financial Statements for the Period Ended 31st December 2021

CORPORATE INFORMATION
Directors:
Chairman	Kenneth Ezenwani Odogwu
Non-Executive Directors:	Chief Anthony Ikemefuna Idigbe
	(SAN)
	Alhaji Ahmed Rufai Mohammed
	Mr. Adeyinka Ojora
Independent Director	Mr. Hewett Benson
Group Company Secretary	Mazars Ojike and Partners
Registered Office	31, Marina, Lagos
Auditors	Deloitte & Touche
Bankers:	Access Bank
	Diamond Bank Plc
	Ecobank
	FCMB Plc
	First Bank of Nigeria Ltd
	FSDH Merchant Bank Limited
	Guaranty Trust Bank Plc
	Heritage Bank
	Keystone Bank
	Royal Exchange Microfinance Bank
	Skye Bank Plc
	Stanbic IBTC Bank Plc
	Sterling Bank Plc
	SunTrust Bank Limited
	UBA
	UBN Plc
	Wema Bank Plc
	Zenith Bank
Registrars	Cardinal Stone Registrars Limited,
	358, Herbert Macauley Street, Yaba,
	Lagos.
RC No	6752
Actuary	Ernst & Young
	FRC /NAS/00000000738

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Royal Exchange Plc Unaudited Financial Statements for the Period Ended 31st December 2021

ROYAL EXCHANGE PLC
Board Listed:	Main Board
Year End:	December
Reporting Period:	Year Ended 31 December 2021
Share Price at end of reporting period	N0.88k (2020: N0.26K)
Shareholding Structure/Free Float Status
	31-Dec-21	DECEMBER 31, 2020
Description		Percentage (In		Percentage (In
	relation to Issued		relation to Issued
	Units	Share Capital)	Units	Share Capital)
Issued Share Capital	5,145,370,074	100%	5,145,370,074	100%
Details of Substantial Shareholdings (5% and above)
[Name(s) of Shareholders]
Dantata Investment & Securities Co. Ltd	904,638,980	17.58%	904,638,980	17.58%
Chief (Dr) Sunny Dike Odogwu (OFR)	266,870,509	5.19%	266,870,509	5.19%
Helen and Troy Holdings Limited	261,058,784	5.07%	261,058,784	5.07%
Total Substantial Shareholdings	1,432,568,273	27.84%	1,432,568,273	27.84%
Details of Directors Shareholdings (direct and indirect), excluding directors' holding substantial interests
[Name(s) of Directors]
Mr. Kenny Ezenwani Odogwu (Indirect)	2,013,119,834	39.12%	2,013,119,834	39.12%
Chief Anthony Ikemefuna Idigbe (San) (Indirect)	1,350,276	0.03%	1,350,276	0.03%
Alhaji Ahmed Rufa'i Mohammed (Direct)	-	-	-	-
Mr. Adeyinka Ojora (Direct)	100,000	0.00%	100,000	0.00%
Mr. Adeyinka Ojora (Indirect)	183,529,858	3.57%	183,529,858	3.57%
Mr. Hewett Benson (Direct)	-	-	-	-
Mr. Banmore Olawale Omotunde (Direct)	-	0.00%	66,082	0.00%
Total Directors' Shareholdings	2,198,099,968	42.72%	2,198,166,050	42.72%
Details of Other Influential shareholdings, if any (E.g. Government, Promoters)
[Name(s) of Entities/ Government]
Gombe State Government	5,637,604	0.11%	5,637,604	0.11%
Total of Other Influential Shareholdings	5,637,604	0.11%	5,637,604	0.11%
Free Float in Unit and Percentage	1,509,064,229	29.33%	1,508,998,147	29.33%
Free Float in Value	N1,327,976,521.52	N392,339,518.22

Declaration:

1. Royal Exchange Plc with a free float percentage of 29.33% as at December 31, 2021, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
2. Royal Exchange Plc with a free float percentage of 29.33% as at December 31, 2020, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

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Royal Exchange Plc Unaudited Financial Statements for the Period Ended 31st December 2021

SHARE DEALING POLICY

1 PURPOSE

1. To outline RE's share dealing policy which is applicable to all of its employees, directors, officers, contractors, agents, auditors or audit committee members, consultants and shareholders holding 5% or more of any class of RE's securities (together "Applicable Persons").
2. As RE's shares are listed on the Nigerian Stock Exchange, RE is obliged to comply with the rules of the Nigerian Stock Exchange, the Investments and Securities Act as well as Securities and
   Exchange Commission ("SEC") Rules and Regulations 2013 ("SEC Rules"), SEC Code of
   Corporate Governance for Public Companies 2013,the Companies and Allied Matters Act 2020
   ("CAMA"),The Financial Reporting Council of Nigeria Act ("FRCN") (together the "Relevant Securities Laws").
3. The Relevant Nigerian Securities Laws imposes restrictions on dealings in the securities of a listed company (which would include shares) to ensure that employees and certain other persons do not abuse, and do not place themselves under suspicion of abusing price sensitive information that they may have or be perceived to have.
4. Care must therefore be taken in the timing of any 'Dealing' in RE's shares.

2 THE POLICY

2.1 It is expressly prohibited for any Applicable Person or Connected Person to Deal in RE's shares when:

1. they have Inside Information; or
2. they are notified by RE that trading is prohibited for a fixed period or until further notice.

1. Employee Insiders (as defined below) may not Deal in RE's shares without obtaining clearance to
   Deal in advance in accordance with paragraph 6 (Clearance to Deal).
2. A breach of this Policy constitutes a serious employee disciplinary offence, which could result in dismissal, and may also expose Applicable Persons or Connected Persons to criminal and/or civil sanctions.
3. For the avoidance of doubt this Policy is a supplement to, and not a substitute for any of the Relevant Securities Law.

3 DEFINITIONS APPLICABLE TO THIS POLICY The following definitions are referred to within this Policy:

1. "Connected Persons" include:

2. the spouse or civil partner;
3. any children (including step-children) under 18 years of age;
4. a nominee, including an investment manager managing funds on their behalf;
5. a trust of which they, any member of their family, or any family controlled company, are the trustee or beneficiary;
6. a person in partnership with them or any of their connected persons mentioned in (a) to (c) above (acting in his or her capacity as such); or
7. a company which they or their family control.

'Deal' or 'Dealing' includes:

1. any acquisition or disposal of, or agreement to acquire or dispose of the shares of the company;
2. entering into a contract (including a contract for difference) the purpose of which is to secure a
3. the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or
4. entering into, or terminating, assigning or novating any stock lending agreement in respect of the shares of the company;
5. using as security, or otherwise granting a charge, lien or other encumbrance over the shares of the company;

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