TIDMFPP
RNS Number : 2499L
Fragrant Prosperity Holdings Ltd
29 December 2022
29 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
JAPAN.
FRAGRANT PROSPERITY HOLDINGS LIMITED
("FPP" or "the Company")
Unaudited Interim Results
Fragrant Prosperity Holdings Limited (LSE: FPP) announces its
unaudited financial results for the period ended 30 September
2022.
Chairmans Statement
I have pleasure in presenting the condensed financial statements
of Fragrant Prosperity Holdings Limited (the "Company" or "FPH")
for the period from 1 April 2022 to 30 September 2022.
During the financial period, the Company reported a net loss of
GBP45,999. As at 30 September 2022, the Company had cash in bank
balance of GBP266,859.
During the period the Company continued to search for potential
targets to acquire as well as to seek additional funding. The
current economic climate as well as challenging financial markets
mean this has taken longer than expected, although the directors
are optimistic that suitable funding and resulting acquisition of a
company will be forthcoming.
The Board looks forward to providing further updates to
shareholders in due course.
Chairman
29 December 2022
Enquires:
Fragrant Prosperity Holdings Limited
Simon James Retter +44 (0) 20 3137 1902
CONDENSED INTERIM FINANCIAL STATEMENTS
For the six-month period 1 April 2022 to 30 September 2022
Introduction
The Company was incorporated on 28 January 2016 in the British
Virgin Islands, as an exempted company with limited liability under
the Companies Law.
Its issued share capital, consisting of Ordinary Shares admitted
to a Standard Listing on the Official List in accordance with
Chapter 14 of the Listing Rules and to trading on the London Stock
Exchange's main market for listed securities on 5 September
2016.
Company objective
The Company was formed to undertake an acquisition of a target
company or business. The Company does not have any specific
acquisition under consideration and does not expect to engage in
substantive negotiations with any target company or business until
after Admission. The Directors believe that their network, and the
Company's cash resources and profile following Admission, mean that
the Company will target an Acquisition where the target company has
a value of up to GBP100 million. The Company expects that
consideration for the Acquisition will primarily be satisfied by
issue of new Shares to a vendor (or vendors), but that some cash
may also be payable by the Company. Any funds not used in
connection with the Acquisition will be used for future
acquisitions, internal or external growth and expansion, and
working capital in relation to the acquired company or
business.
Following completion of the Acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
Shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the Acquisition. Following the Acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange or admission to
another stock exchange.
The Company's efforts in identifying a prospective target
company or business will not be limited to a
particular industry or geographic region. However, given the
experience of the Directors, the Company expects to focus on
acquiring a company or business in the technology sector (in
particular focussing on technology and/or intellectual property
that is used in the financial services industry) with either all or
a substantial portion of its operations in Europe or Asia. The
Directors' initial search will focus on businesses based in or with
operations in Hong Kong, Malaysia, or the United Kingdom.
Going Concern
During the prior year the Company worked on acquiring the entire
share capital of a business that led to significant expenditure on
legal, due diligence and other associated costs. The acquisition
was due to be completed alongside a capital raise to provide
working capital for the enlarged group, due to adverse market
conditions the capital raise was unsuccessful and the result was
the depletion of the Company's existing cash reserves. As well as
the unsuccessful reverse takeover, significant additional
expenditure was incurred as a result of a dispute that arose during
the prior period with a convertible loan note holder, which was
subsequently settled placing further strain on the cash resources
of the Company. Due to the limited cash balance as at the period
end the Company is in the process of seeking additional funding in
order to purse its strategy of making an acquisition to seek
re-admission of the enlarged group to listing on the Official List
and trading on the London Stock Exchange or admission to another
stock exchange.
The Should the raising of new capital be unsuccessful then the
Company faces significant uncertainty over its ability to continue
as a going concern. The Company has reduced its cash expenditure to
a minimum whilst it works on the recapitalisation of the
business.
Directors
The Directors of the Company since the last financial period
are:
Mahesh s/o Pulandaran
Simon James Retter
Richard Samuel
Daniel Reshef
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure as follows:
-- consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the Acquisition. The Company will, however, be
required to obtain the approval of the Board before it may complete
the Acquisition;
-- the Board intends to comply, in all material respects, with
certain Main Principles of the UK Corporate Governance Code (as set
out in more detail in "Part II - The Company, its Board and the
Acquisition Structure") and has adopted a share dealing code that
complies with the requirements of the Market Abuse Regulations. All
persons discharging management responsibilities (comprising only
the Directors at the date of this Document) shall comply with the
share dealing code from the date of Admission; and
-- following the Acquisition, the Directors may seek to transfer
the Company from a Standard Listing to either a Premium Listing or
other appropriate listing venue, based on the track record of the
company or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with or explain any
derogation from the UK Corporate Governance Code. In addition to,
or in lieu of, a Premium Listing, the Company may determine to seek
a listing on another stock exchange or seek re-admission to a
Standard Listing.
Responsibility Statement
The Directors are responsible for preparing the Condensed
Financial Statements in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The directors confirm that, to the best of their knowledge, this
condensed consolidated half-yearly report has been prepared in
accordance with IAS 34. The interim management report includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
-- an indication of important events that have occurred during
the period and their impact on the condensed set of financial
statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions during the period and any
material changes in the related-party transactions described in the
last annual report.
By order of the Board
Simon James Retter
Chairman
29 December 2022
CONDENSED STATEMENT OF COMPREHESIVE INCOME (UNAUDITED)
FOR THE PERIOD FROM 1 APRIL 2022 TO 30 SEPTEMBER 2022
Period from
Period from 1 April 2021
1 April 2022 to 30 September
to 30 September 2021
2022
Notes GBP GBP
INCOME - -
------------------ -----------------
Administrative expenses (33,089) (390,089)
Interest charge (12,910) - (11,625)
------------------ -----------------
OPERATING LOSS/LOSS BEFORE TAXATION (45,999) (401,714)
Income tax expense 3 - -
------------------ -----------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY (45,999) (401,714)
------------------ -----------------
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD (45,999) (401,714)
------------------ -----------------
CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AS AT 30 SEPTEMBER 2022
As at As at
30 September 31 March
2022 (unaudited) 2022 (audited)
Notes GBP GBP
CURRENT ASSETS
Cash and cash equivalents 266,859 281,448
Prepayments - -
------------------
266,859 281,448
CURRENT LIABILITIES
Trade Creditors (194,192) (189,192)
Accruals (37,579) (24,079)
------------------ ----------------
Convertible loan note (491,713) (478,803)
------------------ ----------------
(723,484) (692,074)
------------------ ----------------
NET ASSETS (456,625) (410,626)
================== ================
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 5 1,492,146 1,492,146
Retained Earnings (2,000,314) (1,954,315)
Convertible loan note reserve 51,543 51,543
------------------ ----------------
TOTAL EQUITY (456,625) (410,626)
================== ================
(1,954,315)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE PERIOD FROM 1 APRIL 2022 TO 30 SEPTEMBER 2022
Period
Period from 1 April
from 1 April 2021 to
2022 to 30 September
30 September 2021
2022
Notes GBP GBP
Cash flow from operating activities
Loss before tax (45,999) (401,714)
Interest charge 12,910 11,615
Share Based Payment - -
--------------- --------------
Changes in working capital 18,500 228,220
--------------- --------------
18,500 228,220
--------------- --------------
Net cash flow from operating
activities (14,589) (161,869)
--------------- --------------
Cash flow from financing activities
Issue of share capital - -
Issue of convertible loan note - 66,109
--------------- --------------
Net cash flow from financing
activities - 66,109
---------------
Net increase in cash and cash
equivalents (14,589) (95,760)
Cash and cash equivalents at
beginning of period 281,448 562,204
--------------- --------------
Cash and cash equivalents at
end of period 266,859 466,444
=============== ==============
STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Period from 1 April 2021 to 30 September 2021
Share capital Convertible Retained Total
Loan Note earnings
Reserve
GBP GBP GBP GBP
As at 1 April 2021 1,492,146 50,397 (1,281,286) 261,257
Loss for the period - - (401,714) (401,714)
-------------- ---------- ------------ ----------
Share based payment charge - -
-------------- ---------- ------------ ----------
Total comprehensive loss
for the period - - (401,714) (401,714)
============== ========== ============ ==========
As at 30 September 2021 1,492,146 50,397 (1,683,000) (140,457)
============== ========== ============ ==========
Period from 1 April 2022 to 30 September 2022
Share capital Convertible Retained Total
Loan Note earnings
Reserve
GBP GBP GBP GBP
As at 1 April 2022 1,492,146 51,543 (1,954,315) (410,626)
Loss for the period - - (45,999) (45,999)
-------------- ------------ ------------ ------------
Share based payment - - - -
charge
-------------- ------------ ------------ ------------
Total comprehensive - -
loss for the period
============== ============ ============ ============
As at 30 September
2022 1,492,146 51,543 (2,000,314) (456,625)
============== ============ ============ ============
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 APRIL 2022 TO 30 SEPTEMBER 2022
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28
January 2016 as an exempted company with limited liability under
the Companies Law.
The Company's Ordinary shares are currently admitted to a
standard listing on the Official List and to trading on the London
Stock Exchange.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
Basis of preparation
The interim condensed unaudited financial statements for the
period ended 30 September 2022 have been prepared in accordance
with IAS 34 Interim Financial Reporting. The results for the period
ended 30 September 2021 are unaudited.
The condensed unaudited financial statements for the period
ended 30 September 2022 has been prepared on a basis consistent
with, and on the basis of, the accounting policies set out in the
financial information on the Company set out in the Company's
Prospectus for admission to the Standard Listing segment of the
Official List and in the audited financial statements for the year
ended 31 March 2022.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the company.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Going concern
Until such time as the Company makes a significant investment it
will meet its day to day working capital requirements from its
existing cash reserves and by raising new equity finance.
In the six-month period ended 30 September 2022 the Company
recorded a loss after tax of GBP45,999 (2021: GBP401,714 ) and a
net cash outflow from operating activities of GBP14,589 (2021:
GBP161,869). The Company was focussed on raising additional capital
and on identifying a suitable target to acquire whilst keeping cash
expenditure to a minimum.
The Company had cash of GBP266,859 at 30 September 2022 and had
significant liabilities resulting in a negative asset position of
GBP456,625. Although the level of cash outgoings prior to making an
investment is expected to be modest, the cash flow forecasts
indicate that the Company needs to raise additional funds in the
coming months.
Although the directors believe that the Company will be
successful in raising the funds required there can be no guarantee
of success of that fundraising.
Based on their assessment, the Directors have a reasonable
expectation that the Company has adequate resources, supplemented
by the additional funds to be raised, to continue as a going
concern for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing these financial
statements.
The requirement to raise additional funds constitutes a material
uncertainty that may cast significant doubt on the ability of the
Company to continue as a going concern.
If the Company was unable to secure sufficient funding to enable
it to continue on a going concern basis then adjustments would be
necessary to write down assets to their recoverable amounts and
provide for additional liabilities.
Operating segments
The directors are of the opinion that the business of the
Company comprises a single activity, that of an investment company.
Consequently, all activities relate to this segment.
3. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in
British Virgin Islands.
No tax is applicable to the Company for the period ended 30
September 2022. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
4. SHARE CAPITAL & RESERVES
Shares in Share capital
issue
Number GBP
As at 31 March 2019 43,214,287 930,124
Issue of Ordinary shares 8,638,535 59,789
------------- --------------
As at 30 September 2019 51,852,822 989,913
Issue of Ordinary shares - -
As at 30 September 2020 51,852,822 989,913
------------- --------------
Issue of Ordinary shares 10,360,564 543,930
Issue costs - (41,696)
As at 30 September 2021 and 2022 62,223,386 1,492,146
============= ==============
On 16 July 2019 the Company issued 8,638,535 new Ordinary Shares
in the company at a price of 0.75pence per share raising gross cash
proceeds of GBP64,789 and GBP59,789 net of expenses.
On 3 March 2021 the Company issued 10,360,564 new ordinary
shares in the company at a price of 5.25 pence per share.
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END
IR QKLFLLLLZFBD
(END) Dow Jones Newswires
December 29, 2022 11:49 ET (16:49 GMT)
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