ROYAL EXCHANGE : AUDITED FINANCIAL STATEMENT FOR 2021

Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

31 December 2021

Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements
For the year ended 31 December 2021
Table of Contents
Corporate information	1
Directors Report	2
Report of Corporate Governance	8
Share Dealing Policy	14
Free Float Report	18
Statement of Directors' Responsibilities in Relation to the Financial Statements	19
Report of the Audit Committee	21
Result at a glance	22
Independent Auditors report	23
Consolidated Statements 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	35-143
Other financial information
Value added statement	145
Five Year Financial summary	146

	Royal Exchange Plc
	(RC: 6752)
	Annual Report and Consolidated Financial Statements
	For the year ended 31 December 2021
Directors' Report
CORPORATE INFORMATION
Directors:
Chairman	Kenneth Ezenwani Odogwu
Non-Executive Directors:	Chief Anthony Ikemefuna Idigbe (SAN)
	Alhaji Ahmed Rufai Mohammed
	Mr. Adeyinka Ojora
Group Co-Ordinator	Mr. Hewett Benson
Group Company Secretary	Mazars Ojike and Partners
Registered Office	31, Marina, Lagos
Auditors	Deloitte & Touché
Bankers:	Access Bank Limited
	Diamond Bank Plc
	Ecobank Limited
	FCMB Limited
	First Bank of Nigeria Limited
	FSDH Merchant Bank Limited
	Guaranty Trust Bank Limited
	Trust Bank Plc
	Heritage Bank Limited
	Keystone Bank Limited
	Royal Exchange Microfinance Bank
	Polaris Bank Plc
	Stanbic IBTC Bank Plc
	Sterling Bank Plc
	SunTrust Bank Limited
	Union Bank Nigeria 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
	Logic Professionals Services
	FRC/2021/004/00000022718

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Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

For the year ended 31 December 2021

Directors' Report

The directors are pleased to submit to the members of the Company, their fifty-second annual report, together with the audited financial statements for the year ended December 31, 2021.

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 Exchange Ltd. (NGX) on December 3, 1990. The principal activities of the Company include life, healthcare and general insurance, financing, asset management, trusteeship and micro finance banking services.

2 RESULTS FOR THE YEAR:

The highlights of the Company's trading result for the year ended December 31 2021.

		Group		Company
In thousands of Naira	31-Dec-2131-Dec-20		31-Dec-2131-Dec-20
(Loss)/Profit before taxation	(554,612)	130,040	20,252	(149,524)
Minimum tax	(2,444)	(1,595)	(628)	(419)
Income taxes	2,267	(205,561)		(204)	-
(Loss)/Profit after taxation	(554,789)	(77,116)	19,420	(149,943)
Other comprehensive (loss)/income, net of tax	(175,050)	185,736		(192,769)	92
Total comprehensive (loss)/income for the year	(729,840)	108,620		(173,349)	(149,851)
Total assets	12,697,137	32,373,917		8,701,631	8,977,030
Shareholders fund/Total equity		851,931	3,662,432		4,143,813	4,317,156

1. DIVIDENDS
   The company did not recommend any dividend on ordinary shares to its members for the year ended December 31, 2021 (2020: 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 Co-Ordinator

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Royal Exchange Plc

(RC: 6752)

Annual Report and Consolidated Financial Statements

For the year ended 31 December 2021

Directors' Report

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 Ltd. (NGX), are as follows:

						No. of 50k
						Ordinary
	No. of 50k				Shares Held	No. of 50k
	Ordinary Shares				as at 31	Ordinary
	Held as at 31				December	Shares Held as
	December 2021	No. of 50k Ordinary Shares Held as at 31 December	2020	at 31
	(Direct)	2021 (Indirect)		(Direct)	December 2020
	Number	%		Number	%	Number	Number
Names	Direct	Holding	Names	Indirect	Holding	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	42.71	100,000	2,197,999,968

ROTATION OF DIRECTORS

In accordance with the articles of association, Alhaji A. R. Mohammed and Mr. A. Ojora are the directors retiring by rotation. Alhaji A. R. Mohammed and Mr. A. Ojora being eligible offer themselves for re-election.

RE-APPOINTMENT AND ROTATION

In accordance with the articles of association, Alhaji A. R. Mohammed and Mr. A. Ojora are the directors retiring by rotation. Both directors being eligible offer themselves for re-election.

SHARE CAPITAL AND SHAREHOLDING:

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

Authorized Share Capital:

The authorized share capital of the Company is N5billion made up of 10,000,000,000 ordinary shares of 50k each.

Called Up, Issued and Fully Paid Share Capital:

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 Shares	% Holding as	Ordinary Shares
	Held as at	at	Held as at	% Holding as at
	31 December	31 December	31 December	31 December
	2021	2021	2020	2020
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	20,654,487	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
(Under Litigation - Suit No FHC/L/CS/5479/08)
Other Nigerian Citizens & Associations	1,318,956,349	25.63	1,318,910,309	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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