TIDMFPP
RNS Number : 0498T
Fragrant Prosperity Holdings Ltd
12 November 2019
12 November 2019
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")
Fragrant Prosperity Holdings Limited (LSE: FPP) announces its
audited annual financial results for the financial year ended 31
March 2019.
Chairman's statement for the financial year ended 31 March
2019
I have pleasure in presenting the financial statements of
Fragrant Prosperity Holdings Limited (the "Company" or "FPP") for
the financial year ended 31 March 2019.
During the financial year, the Company reported a net loss of
GBP232,105 (2018: GBP259,763) which represents ongoing
administrative expenses as well as any costs incurred in
identifying potential transactions. As at 31 March 2019, the
Company had cash in bank balance of GBP5,574 (2018:
GBP227,340).
The Board continued to review a number of potential acquisition
opportunities across the sector but none of which has met the
necessary criteria for selection.
The Board would provide further updates to shareholders in due
course.
Simon James Retter
Chairman
Enquires:
Fragrant Prosperity Holdings Limited
Simon James Retter / Robin Andrew Carrington
Rice +44 (0) 208 617 0071
Optiva Securities Ltd (Financial Adviser)
Jeremy King +44 (0) 20 3137 1902
Directors' report
The Directors present their report together with the audited
financial statements, for the financial year ended 31 March
2019.
The Company was incorporated on 28 January 2016 in the British
Virgin Islands, as a company limited by shares under the BVI
Business Companies Act, 2004. The registered office of the Company
is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG1110, British Virgin Islands.
Its issued share capital, consisting of Ordinary Shares, are
currently 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 the 12 December 2017 the company changed its name from Vale
International Group Ltd to Fragrant Prosperity Holdings Ltd.
The Company's nature of operations is to act as a special
purpose acquisition company.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income on page 10. The Directors do not recommend the
payment of a dividend on the ordinary shares.
Company objective and future developments
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 in the
immediate future. 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.
Subsequent to the year end the company has strengthened its
corporate governance procedures including the appointment of a new
board member and increased its internal controls. The company is
taking on a new direction and will be seeking new capital to embark
upon on a new path of identification of a suitable target.
Principal risks and uncertainties
Currently the principal risks relate to the completion of the
Acquisition, and whether, if unsuccessful, the Company could find
sufficient suitable investments to ensure compliance with the
requirements of its continued listing on the standard market.
As a suitable acquisition has not been identified, there is also
a risk that the company may not be a going concern, see note 2 to
the financial statements. In addition, an explanation of the
Company's financial risk management objectives, policies and
strategies is set out in note 9.
Key events
At the year end the Company had cash of approximately GBP5,574
and continues to keep administrative costs to a minimum so that the
majority of funds can be dedicated to the review of and potentially
investment in, suitable projects. The company is likely to receive
additional funds in order to continue its activities.
Directors
The Directors of the Company during the year were:
Robin Andrew Carrington Rice
Abd Jalil Bin Bohari
Mahesh s/o Pulandaran
Subsequent to the year end, Simon James Retter was appointed as
director of the company on 16 May 2019.
Director's interest
Mahesh s/o Pulandaran holds 1 share of the Company
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 11 November
2019.
Number of Ordinary % of
Party Name Shares Share Capital
Jim Nominees Limited 19,729,286 45.7%
Vidacos Nominee Limited 16,800,000 38.9%
Peel Hunt Holdings Limited 2,527,600 5.8%
Jim Nominees Limited 1,960,440 4.5%
Fragrant Prosperity Plc 1,653,846 3.8%
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company is primarily seeking to achieve capital growth for
its Shareholders.
It is the Board's intention during the current phase of the
Company's development to retain future distributable profits from
the business, to the extent any are generated. As a holding
company, the Company will be dependent on dividends paid to it by
its subsidiaries.
The Board does not anticipate declaring any dividends in the
foreseeable future but may recommend dividends at some future date
after the completion of the Acquisition and depending upon the
generation of sustainable profits and the Company's financial
position.
The Board can give no assurance that it will pay any dividends
in the future, nor, if a dividend is paid, what the amount of such
dividend will be.
The Company will only pay dividends to the extent that to do so
is in accordance with all applicable laws.
Corporate governance
As a company with a Standard Listing, the Company is not
required to comply with the provisions of the UK Corporate
Governance Code. Although the Company does not comply with the UK
Corporate Governance Code, the Company intends to adopt corporate
governance procedures as are appropriate for the size and nature of
the Company and the size and composition of the Board. These
corporate governance procedures have been selected with due regard
to the provision of the UK Corporate Governance Code insofar as is
appropriate. A description of these procedure is set out below:
-- until an Acquisition is made, the Company will not have
nominations, remuneration, audit or risk committees. The Board as a
whole will instead review its size, structure and composition, the
scale and structure of the Directors' fees (taking into account the
interests of Shareholders and the performance of the Company), take
responsibility for the appointment of auditors and payment of their
audit fee, monitor and review the integrity of the Company's
financial statements and take responsibility for any formal
announcements on the Company's financial performance. Following the
Acquisition, the Board intends to put in place nomination,
remuneration, audit and risk committees;
-- the Board has adopted a share dealing code that complies with
the requirements of the Market Abuse Regulations. All persons
discharging management responsibilities shall comply with the share
dealing code since the date of Admission; and
-- Following the Acquisition and subject to eligibility, the
Directors may, in future, 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. However, in addition to or in lieu of a
Premium Listing, the Company may determine to seek a listing on
another stock exchange. Following such a Premium Listing, the
Company would comply with the continuing obligations contained
within the Listing Rules and the Disclosure and Transparency Rules
in the same manner as any other company with a Premium Listing.
The Company has not chosen to apply a particular corporate
governance code, as the directors consider that the most widely
recognised codes are not appropriate for companies with limited
board resources.
The Directors are responsible for internal control in the
Company and for reviewing its effectiveness. Due to the size of the
Company, all key decisions are made by the Board in full. The
Directors have reviewed the effectiveness of the Company's systems
during the period under review and consider that there have been no
material losses, contingencies or uncertainties due to the weakness
in the controls. The Board will be responsible for taking all
proper and reasonable steps to ensure compliance with the Model
Code by the Directors.
Responsibility Statement
The directors are responsible for preparing the annual report
and the non-statutory financial statements. The directors are
required to prepare financial statements for the Company in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union.
International Accounting Standard 1 requires that financial
statements present fairly for each financial period the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS as adopted by the European Union.
Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS as adopted by the European Union is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Company's
financial position and financial performance.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The maintenance and integrity of the Fragrant Prosperity
Holdings Ltd website (http://fragrantprosperity.com) is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the British Virgin Islands governing the
preparation and dissemination of the financial statements and the
other information included in annual reports may differ from
legislation in other jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ('DTR') and
with International Financial Reporting Standards as adopted by the
European Union.
The directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the Chairman's Statement and Directors' Report include a fair
review of the development and performance of the business and the
financial position of the Company, together with a description of
the principal risks and uncertainties that it faces.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the Company's
non-statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
non-statutory auditor is aware of that information.
Events after the reporting date
Subsequent to the year end the company has raised additional
capital to ensure it has sufficient working capital to proceed with
the necessary steps to realign itself with its strategy to identify
a target business to acquire.
Events after the reporting date have been disclosed in note 13
to the financial statements.
This responsibility statement was approved by the Board of
Directors on 11 November 2019 and is signed on its behalf by;
Robin Andrew Carrington Rice
Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF FRAGRANT PROSPERITY
HOLDINGS LTD
Disclaimer of opinion
We were engaged to audit the non-statutory financial statements
of Fragrant Prosperity Holdings Limited (the Company) for the year
ended 31 March 2019 which comprise the Statement of Comprehensive
Income, the Statement of Financial Position, the Statement of
Changes in Equity, the Statement of Cash Flows and the notes to the
financial statements, including a summary of significant accounting
policies.
We do not express an opinion on the accompanying non-statutory
financial statements of the Company. Because of the significance of
the matters described in the basis for disclaimer of opinion
section of our report, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion
on these non-statutory financial statements.
Basis for disclaimer of opinion
We were not provided with a complete set of accounting records
for the Company. In particular, we were not provided with
supporting evidence in relation to 13 payments amounting to
GBP113,775 in aggregate, which represents approximately 50% of the
expenditure of the Company in the year ended 31 March 2019. We were
unable to satisfy ourselves by alternative means with regard to
expenditure of GBP113,775 included in administrative and other
operating expenses of GBP232,105 reported in the Statement of
Comprehensive Income.
As a result of these matters, we were unable to determine
whether any adjustments are necessary in respect of recorded or
unrecorded revenue, expenses, assets or liabilities associated and
the elements making up the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Changes in Equity and
Statement of Cash Flows.
Responsibilities of the directors for the non-statutory
financial statements
As explained more fully in the directors' responsibilities
statement set out on page 6, the directors are responsible for the
preparation of the non-statutory financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of non-statutory financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the non-statutory financial statements, the
directors are responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the audit of the non-statutory
financial statements
Our responsibility is to conduct an audit of the Company's
non-statutory financial statements in accordance with International
Standards on Auditing (UK) and to issue an auditor's report.
However, because of the matters described in the basis for
disclaimer of opinion section of our report, we were not able to
obtain sufficient appropriate audit evidence to provide a basis for
an audit opinion on these non-statutory financial statements.
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF FRAGRANT PROSPERITY
HOLDINGS LTD
Use of our report
This report is made solely to the Company's members. Our audit
work has been undertaken so that we might state to the Company's
members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Crowe U.K. LLP
Chartered Accountant
London, United Kingdom
11 November 2019
Year ended Year ended
31 March 31 March
2019 2018
Notes GBP GBP
Other operating expenses (232,105) (259,763)
------------- -------------
OPERATING LOSS BEFORE TAXATION (232,105) (259,763)
Income tax expense 3 - -
------------- -------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY (232,105) (259,763)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE LOSS FOR
THE PERIOD (232,105) (259,763)
------------- -------------
Basic and diluted loss per share 5 (0.005) (0.006)
------------- ---------------
As at As at
31 March 2019 31 March 2018
Notes GBP GBP
CURRENT ASSETS
Cash and cash equivalents 5,574 227,340
Prepayments 17,500 21,839
Other debtors - 5,000
--------------- ---------------
TOTAL ASSETS 23,074 254,179
CURRENT LIABILITIES
Accruals (40,750) (39,750)
--------------- ---------------
TOTAL LIABILITIES (40,750) (39,750)
--------------- ---------------
NET ASSETS (17,676) 214,429
=============== ===============
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 6 930,124 930,124
Retained earnings (947,800) (715,695)
--------------- ---------------
TOTAL EQUITY (17,676) 214,429
=============== ===============
Year ended Year ended
31 March 31 March 2018
2019
GBP GBP
Cash flow from operating activities
Loss before tax (232,105) (259,763)
----------- ---------------
Changes in working capital
Movement in other payables 1,000 14,750
Movement in prepayments and other
debtor 9,339 (26,839)
----------- ---------------
Net cash outflow from operating
activities (221,766) (271,852)
----------- ---------------
Net decrease in cash and cash
equivalents (221,766) (271,852)
Cash and cash equivalents at beginning
of period 227,340 499,192
----------- ---------------
Cash and cash equivalents at end
of period 5,574 227,340
=========== ===============
Share capital Retained Total
earnings
GBP GBP GBP
As at 1 April 2017 930,124 (455,932) 474,192
============== ========== ==========
Loss for the year - (259,763) (259,763)
-------------- ---------- ----------
Total comprehensive loss for
the year - (259,763) (259,763)
As at 31 March 2018 930,124 (715,695) 214,429
-------------- ---------- ----------
Loss for the year - (232,105) (232,105)
-------------- ---------- ----------
Total comprehensive loss for
the year - (232,105) (232,105)
-------------- ---------- ----------
As at 31 March 2019 930,124 (947,800) (17,676)
============== ========== ==========
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28
January 2016 as an exempted company with limited liability.
The Company's Ordinary shares are currently admitted to a
standard listing on the Official List and to trading on the London
Stock Exchange.
On the 12 December 2017 the company changed its name from Vale
International Group Ltd to Fragrant Prosperity Holdings Ltd.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
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 accounting periods beginning 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.
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 year ended 31 March 2019 the Company recorded a loss
after tax of GBP232,105 (2018: GBP259,763) and a net cash outflow
from operating activities of GBP221,766 (2018: GBP271,852).
The directors have prepared cash flow forecasts covering a
period of at least 12 months from the date of approval of the
financial statements which assume that no significant investment
activity is undertaken unless sufficient funding is in place.
The Company had cash of GBP5,574 at 31 March 2019. 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.
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 reporting date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the reporting 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 reporting 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
reporting date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax
asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Group's business model for managing
them.
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the reporting date, the Group did not have any financial
assets subsequently measured at fair value.
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.
Critical accounting estimates and judgements
The preparation of financial statements in compliance with IFRS
as adopted for use by the European Union requires the use of
certain critical accounting estimates or judgements. The directors
do not consider there to be any key estimation uncertainty. In
respect of critical judgements, the only key judgement is the
adoption of going concern on the basis for preparing the financial
statements, details of which are set out in note 2.
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 year ended 31 March
2018 and 2019. Consequently no deferred tax is recognised as all
timing differences are permanent.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
Year ended Year ended
31 March 31 March
2019 2018
GBP GBP
Staff costs (note 7) 12,000 49,981
Auditors' remuneration:
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 12,500 12,500
5. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
Year ended Year ended
31 March 2019 31 March 2018
Loss for the period (GBP) (232,105) (259,763)
Weighted average number of
shares (Unit) 43,214,287 43,214,287
Loss per share (GBP) (0.005) (0.006)
6. SHARE CAPITAL
Number GBP
of shares
Balance at 31 March 2018 and 2019 43,214,287 930,124
----------- --------
7. STAFF COSTS
Year ended Year ended
31 March 2019 31 March 2018
GBP GBP
Staff costs - 10,000
Director fees 12,000 39,981
---------------
12,000 49,981
--------------- ---------------
The average numbers of person employed by the Company (including
directors) during the reporting period was 3 (2018: 3).
8. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of equity attributable to equity holders of the Company, comprising
issued share capital and reserves.
9. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash and other payables, which arise directly from
operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty. Credit
risk arises from cash and cash equivalents and deposits with banks
and financial institutions. The Group has taken necessary steps and
precautions in minimising the credit risk by lodging cash and cash
equivalents only with reputable licensed banks.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and the Company ensures it has adequate resource to discharge
all its liabilities. The directors have considered the liquidity
risk as part of their going concern assessment. (See note 2). At
the date of approval of the financial statements there was a
material uncertainty in relation to liquidity risk.
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
10. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents and other payable. The Company's accounting
policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in Note 2. The Company do not use
financial instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
As at As at
31 March 31 March 2018
2019
GBP GBP
Financial assets
Loans and receivables
Other receivables - 5,000
Cash and cash equivalents 5,574 227,340
-------------------------- --------------------------
Total financial assets 5,574 232,340
================== ==================
Financial liabilities measured
at amortised cost
Other payables 40,750 39,750
-------------------------- --------------------------
Total financial liabilities 40,750 39,750
================== ==================
There are no financial assets that are either past due or
impaired.
11. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation as follow:
Year ended Year ended
31 March 2019 31 March 2018
GBP GBP
Simon James Retter - 24,481
Maurice James Malcolm Groat - 8,000
Robin Andrew Carrington
Rice 12,000 5,000
Mahesh Pulandaran - 2,500
--------------- ---------------
12,000 39,981
--------------- ---------------
No pension contributions were made on behalf of the Directors by
the Company. No share options were granted to or exercised by a
Director in the reporting period.
During the reporting period, the Company did not enter into any
material transactions with related parties. As at reporting date,
the there was no amount due to the directors.
12. CONTROL
The Directors consider there is no ultimate controlling
party.
13. SUBSEQUENT EVENTS
on the 16(th) July 2019 the Company issued 8,638,535 new
ordinary shares in the company at a price of 0.75 pence per
share.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSCKBDKBBDKQDD
(END) Dow Jones Newswires
November 12, 2019 02:01 ET (07:01 GMT)
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