Royal Exchange Plc

(RC: 6752)

Consolidated Unaudited Financial Statements

31 December 2022

ROYAL EXCHANGE PLC RC: 6252

New Africa House

T. 01-4606690 - 01-4606699

31 Marina

E. info@royalexchangeplc.com

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

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

15 - 54

1

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

2

Unaudited Financial Statements for the Period Ended

31st December 2022

ROYAL EXCHANGE PLC

Board Listed:

Main Board

Year End:

December

Reporting Period:

Year Ended 31 December 2022

Share Price at end of reporting period

N0.96k (2021: N0.88K)

Shareholding Structure/Free Float Status

Description

31-12-22

DECEMBER 31, 2021

Percentage (In relation to

Percentage (In relation to

Issued Share Capital)

Issued Share Capital)

Units

Units

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%

-

0.00%

Total Directors' Shareholdings

2,198,099,968

42.72%

2,198,099,968

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%

1,509,064,229

29.33%

Free Float in Value

N1,327,976,521.52

N1,327,976,521.52

Declaration:

  1. Royal Exchange Plc with a free float percentage of 29.33% as at December 31, 2022, 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, 2021, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

3

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
  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
  4. Care must therefore be taken in the timing of any 'Dealing' in RE's shares.
  1. 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
  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:

"Connected Persons" include:

  1. the spouse or civil partner;
  2. any children (including step-children) under 18 years of age;
  3. a nominee, including an investment manager managing funds on their behalf;
  4. a trust of which they, any member of their family, or any family controlled company, are the trustee or beneficiary;
  5. 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
  6. 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;

4

  1. any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the shares of the company; or
  2. exercising any other right or fulfilling any obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the company.

"Inside Information" is information of a nature which:

  1. is not generally available to the general market; and
  2. would, if generally available, be likely to have a significant effect on the price of RE's shares.

"Employee Insiders" are Applicable Persons who are considered to have access to Inside Information on a regular or occasional basis and would automatically include:

  1. all directors of RE;
  2. all directors and managers of RE subsidiaries
  3. all senior executives of RE;
  4. all senior executives of all RE subsidiaries;
  5. certain members of the finance division;
  6. certain members of the corporate affairs division;
  7. certain members of the legal department division;
  8. certain members of the information technology department;
  9. certain personal assistants executive assistants/administrative assistants to the above roles; and
  10. any other person designated as an Employee Insider by any director or officer of RE from time to time.
  11. Acting as trustee: where a person to whom this policy applies acts as a trustee of a trust this policy may also apply to dealings undertaken by that trust. Persons to whom this is relevant should seek further information from the Group Head of Legal.

If you are in any doubt regarding whether you are classified as an Employee Insider, you must check with the Group Head of Legal. The Legal department maintains a register of all Employee Insiders.

"Prohibited Period" is any Close Period or any period when there exists any matter which constitutes Inside Information in relation to RE.

  1. SHARE DEALING RESTRICTIONS ON ALL APPLICABLE PERSONS
  1. As an Applicable Person, you must not Deal in RE shares if you are in possession of Inside Information or if you are notified by RE that trading is prohibited for a fixed period or until further notice. If you are in any doubt as to whether information you possess is Inside Information you
    should contact the [Head of Legal] before you Deal.
  2. Your obligation not to Deal while in possession of Inside Information also applies to Dealing in shares of another company if such Inside Information would possibly have a significant effect on the price of the shares of that other company. For example, if RE was in negotiations to acquire another listed company or be sold to another listed company, share trading in both companies would be prohibited during the period of such negotiations.
  3. If you are in possession of Inside Information, the prohibition on Dealing also applies to people connected to your 'Connected Persons' (see the above definition).
  4. This Policy applies to all securities you now own, or may in the future acquire, whether you or any Connected Person hold such securities directly or indirectly.
  5. SHARE DEALING RESTRICTIONS ON ALL EMPLOYEE INSIDERS
  1. All Employee Insiders (or any Connected Persons) must not Deal in any securities of RE without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).
  2. This restriction is designed in particular to protect directors and senior executives who do not have access to Inside Information which may be known to the other members of the Board or who may be unable correctly to assess the significance of the information. The object is to prevent
    embarrassment to the person concerned, the Board and RE as a whole.

5

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Royal Exchange plc published this content on 31 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2023 12:47:02 UTC.