ROYAL EXCHANGE : QUARTER 5 - FINANCIAL STATEMENT FOR 2022

Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

31 December 2022

Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

For the year ended 31 December 2022

Table of Contents
Corporate information	1
Directors Report	2
Report of Corporate Governance	8
Share Dealing Policy	13
Free Float Report	17
Statement of Directors' Responsibilities	18
Certification of financial statement	19
Report of the Audit Committee	20
Result at a glance	21
Independent Auditors report	22
Consolidated Statement of Financial Position	26
Separate Statement of Financial Position	27
Consolidated Statement of Profit or Loss and Other Comprehensive Income	28
Statement of Changes in Equity	29
Consolidated Statements of Cashflows	33
Notes to the financial statements	34-126
Other National Disclosures	127
Value added statement	128
Five Year Financial summary	129

	Royal Exchange Plc
	(RC: 6752)
	Annual Report and Consolidated Financial Statements
	For the year ended 31 December 2022
CORPORATE INFORMATION
Directors:
Chairman	Kenneth Ezenwani Odogwu
Non-Executive Directors:	Chief Anthony Ikemefuna Idigbe (SAN)
	Alhaji Ahmed Rufai Mohammed
	Mr. Adeyinka Ojora
Group Coordinator	Mr. Hewett Benson
Group Company Secretary	Mazars Ojike and Partners
Registered Office	31, Marina, Lagos
Auditors	Deloitte & Touche
Bankers:	Access Bank Limited
	Ecobank Nigeria Limited
	First City Monument Bank Limited
	First Bank of Nigeria Limited
	FSDH Merchant Bank Limited
	Guaranty Trust Bank Limited
	Heritage Bank Limited
	Keystone Bank Limited
	Royal Exchange Microfinance Bank Limited
	Polaris Bank Plc
	Stanbic IBTC Bank Plc
	Sterling Bank Plc
	SunTrust Bank Limited
	United Bank for Africa Plc
	Union Bank Nigeria Plc
	Wema Bank Plc
	Zenith Bank Plc
Registrars	Cardinal Stone Registrars Limited,
	358, Herbert Macauley Street,
	Yaba,
	Lagos.
RC No	6752

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Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

For the year ended 31 December 2022

Directors' Report

The directors are pleased to submit to the members of the Company, their fifty-third annual report, together with the audited financial statements for the year ended December 31, 2022.

1. LEGAL FORM AND PRINCIPAL ACTIVITIES
   The Company was incorporated as a private limited liability Company on December 29, 1969, converted to a public limited liability Company on July 15, 1989 and was listed on the Nigerian Stock Exchange on December 3, 1990. The principal activities of the Company include financing, asset management and trusteeship services.
2. RESULTS FOR THE YEAR
   The highlights of the Company's trading results for the year ended December 31, 2022

	Group	Group		Company	Company
In thousands of Naira	31-Dec-22	31-Dec-21		31-Dec-22	31-Dec-21
(Loss)/profit before taxation	(148,333)	14,826	(163,127)	375,210
Minimum tax	-	(628)	-	(628)
Income taxes	(2,141)	(2,457)		(34)	(204)
(Loss)/profit after taxation from continuing operations	(150,474)	11,742	(163,161)	374,377
(Loss)/profit after taxation from discontinued operations	(137,998)	(1,680,679)	352,900	(19,835)
Other comprehensive loss, net of tax	-	(46,884)		-	(47,411)

Total comprehensive loss for the year	(288,472)	(1,715,822)		189,739	307,132
Total assets	7,149,241	14,263,219		5,882,069	6,461,272
Shareholders fund/Total equity	2,104,781	2,009,483		2,093,193	1,903,454

1. DIVIDEND:
   The company did not recommend any dividend on ordinary shares to its members for the year ended December 31, 2022 (2021: Nil).
2. DIRECTORS' INTEREST AND SHAREHOLDING:
   A board of 5 directors determined the general strategy and policy of the Group in the year under review.

4.1 The names of directors who served during the year were:

Mr. K. E. Odogwu	Chairman
Chief A. I. Idigbe (SAN)	Non-executive Director
Alhaji A. R. Mohammed	Non-executive Director
Mr. A. A. Ojora	Non-executive Director
Mr. Hewett Benson	Group Coordinator

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Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

For the year ended 31 December 2022

Directors' Report

4.2 The directors' interests in the issued share capital of the Company as recorded in the Register of Members and in the Register of Directors' Holdings and Contracts, as notified by them for the purposes of Section 276 and 277 of The Listing Requirements of the Nigerian Exchange Limited, are as follows:

						No. of 50k	No. of 50k
	No. of 50k				Ordinary	Ordinary
	Ordinary Shares				Shares Held as	Shares Held as
	Held as at 31				at	at
	December 2022	No. of 50k Ordinary Shares Held as at 31	31 December	31 December
	(Direct)	December 2022 (Indirect)		2021 (Direct)	2021 (Indirect)
	Number	%		Number	%		Number
Names	Direct	Holding	Names	Indirect	Holding	Number Direct	Indirect
Mr. Kenneth E. Odogwu	Nil	Nil	Spennymoor Ltd	2,013,119,834	39.12	Nil	2,013,119,834
Chief Anthony I. Idigbe (SAN)	Nil	Nil	Punuka Investment Ltd	1,350,276	0.03	Nil	1,350,276
Alhaji Ahmed R. Mohammed	Nil	Nil	-	Nil	Nil	Nil	Nil
Mr. Adeyinka A. Ojora	100,000	0.002	Phoenix Holdings Ltd	183,529,858	3.57	100,000	183,529,858
Mr. Hewett Benson	Nil	Nil	-	Nil	Nil	Nil	Nil
Grand Total	100,000	0.002		2,197,999,968	42.72	100,000	2,197,999,968

1. ROTATION OF DIRECTORS
   In accordance with the articles of association, Mr. Kenny Odogwu and Chief (Sir) Anthony I. Idigbe are the directors retiring by rotation. Alhaji A. R. Mohammed and Mr. A. Ojora being eligible offer themselves for re-election.
2. RE-APPOINTMENTAND ROTATION
   In accordance with the articles of association, Mr. Kenny Odogwu and Chief (Sir) Anthony I. Idigbe are the directors retiring by rotation. Both directors being eligible offer themselves for re-election.

5 SHARE CAPITAL AND SHAREHOLDING:

The Company did not purchase its own shares during the year.

5.1 The authorized share capital of the Company is N5billion made up of 10,000,000,000 ordinary shares of 50k each. The issued and paid-up share capital of the Company is currently N2,572,685,037 made up of 5,145,370,074 ordinary shares of 50k each.

			No. of 50k
	No. of 50k		Ordinary
	Ordinary Shares		Shares Held as
	Held as at	% Holding as at	at	% Holding as at
	31 December	31 December	31 December	31 December
	2022	2022	2021	2021
Spennymoor Limited, Jersey C.I	2,013,119,834	39.12	2,013,119,834	39.12
Royal Exchange Assurance (U.K)	3,776	0.00	3,776	0.00
Nigerian Government	20,608,447	0.40	20,608,447	0.40
Dantata Investments & Securities Company Limited	921,833,885	17.92	921,833,885	17.92
Chief (Dr.) S. I. 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
Phoenix Holdings Limited	183,529,858	3.57	183,529,858	3.57
Decanon Investment Limited*	159,388,632	3.10	159,388,632	3.10
Other Nigerian Citizens & Associations	1,318,956,349	25.63	1,318,956,349	25.63
Grand Total	5,145,370,074	100	5,145,370,074	100

The Company hereby declares that aside from the persons listed above, no other person(s) has 5% or more of the issued and fully paid share capital of the company.

* This represents ordinary shares held in trust by De-canon Investment Limited with respect to a law suit number FHC/L/CS/5479/08

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