Boston International Holdings plc

("BIH" or "the Company")

30 September 2021

UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2021

Boston International Holdings plc, formed in November 2015, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses, announces its unaudited half year report for the six months ended 30 June 2021.

Chairman's Statement

I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2021.

During the financial period under review, the Company reported a net loss of £187,159, being the administrative expenses incurred. As at 30 September 2021 the Company had cash in bank balance of £100,000. 

Following withdrawing from the acquisition of Alexanders Discount Limited, an invoice factoring company based in Southeast England, listing of the Company's ordinary shares on the Official List was restored on 9 March 2021 and the Directors have continued to actively review potential acquisition opportunities for the Company expanding its search for an appropriate acquisition target, to alternative sectors in addition to the forex market.

A further announcement will be made at such time as the Company is able to provide further details on any proposed transaction.

Christopher Pitman

Chairman

Interim Management Report

Company Objective

The Company was originally formed to undertake an acquisition of a target company or business in the foreign exchange (FX) sector, however due to a lack of current opportunities in that sector, following the general meeting held on 6 September 2019 the Directors' efforts in identifying a prospective target company or business are no longer limited to a particular industry or geographic region.

There is no specific expected target value for the acquisition and the Company expects that any funds not used for 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 an 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.

Key Events

Ø On 4 March 2021, the Company announced that it was withdrawing from the acquisition of Alexanders Discount Limited and on 9 March 2021 the listing of the Company's ordinary shares on the Official List was restored.

Ø On 31 March 2021 the Company announced:

-    that Peterhouse Capital had been appointed as sole Broker to the Company.

-    that £198,956 of new financing had been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involved a combination of a subscription of £125,714 Convertible Loan Notes ("Notes") and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise"). In connection with the Fundraise the Company issued warrants to Peterhouse to subscribe for 1,318,354 new Ordinary Shares and to Beaumont Cornish Limited, its Financial Adviser, a warrant to subscribe for 1,250,000 new Ordinary Shares.

-    the proposed novation of the existing £200,000 loan facility ("Loan Facility") with BMHK to Borden James for a nominal sum.

Ø On 28 April 2021 the Company announced the appointment of Mr Christopher Pitman as Chairman and Mr Martin Lampshire as Non-Executive Director to the Board of Company with immediate effect. In conjunction with these appointments, Mr Norman Connell stepped down from the Board and Mr Borden James resumed a role of Non-Executive Director.

Ø On 24 June 2021 the Company held a shareholder General Meeting which approved resolutions to give the Directors of the Company various authorities and powers in respect of the Company's share capital.

Principal Risks and Uncertainties

The Company is subject to a number of risk factors. The Directors have identified the following key risks in the second six months of this financial year. Other risk factors not presently known or currently deemed immaterial may also apply.

·      The Company is dependent on its directors, in particular the Chairman, to manage the Company and its future strategy.  If the Company were to lose the services of the Chairman, it could have a material adverse effect on the Company and its ability to implement its future strategy.

The Directors continue to assess the impact of the Covid-19 pandemic on the Company, in the context of its operations and the market it operates in. The Company's management and staff are operating remotely and the Directors continue to monitor the market. Business continuity has been unaffected. At this stage, the Directors do not envisage a long term impact to the Company resulting from the Covid-19 pandemic, but will continue to monitor the situation and continue to expand its search for appropriate acquisition targets, to alternative sectors in addition to the forex market.

Whilst it continues its assessment of potential acquisition opportunities, the Board will continue to prudently manage the Company's remaining cash reserves and minimise its operating expenses in order to put the Company in the best position possible to complete an acquisition.

Related Parties Transactions

On 31 March 2021 the Company issued Convertible Loan Notes ("Notes") at a value of £95,714 to Boston Merchant (HK) Ltd ("BMHK"), a business controlled by Borden James, a director of BIH, at the time to finance general capital expenditure and working capital requirements as well as due diligence on deals the Board will be assessing. The Notes which have a 12-month term, are interest free, unsecured and are convertible at a price of 1p per Ordinary Share at the earlier of (1) the publication of a prospectus which would cover the issue and allotment of the Ordinary Shares pursuant to the conversion of the Notes; or (2) the completion of a reverse transaction and relisting of the Company onto a recognised stock exchange.

In addition, on the same day the £200,000 loan facility ("Loan Facility") with BMHK was novated to Borden James for a nominal sum. The terms of the Loan Facility remained the same as announced on 12 June 2020.

Borden James then indicated that he intends to convert the Loan Facility into Ordinary Shares in the near future in order to sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note.

Responsibility Statement

The Directors are responsible for preparing the Interim Report 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 (all non-executive) being Christopher Pitman, Martin Lampshire, W Borden James and Richard Hartheimer confirm that to the best of their knowledge:

·    the interim financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·    the interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report gives a fair review of:

-      important events that have occurred during the first six months of the year;

-      the impact of those events on the financial statements;

-      a description of the principal risks and uncertainties for the remaining six months of the financial year; 

-      details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 30 June 2021; and

-      any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

By order of the Board

Christopher Pitman

Chairman

29 September 2021

Boston International Holdings plc

Condensed Statement of Comprehensive Income

Boston International Holdings plc

Condensed Statement of Financial Position as at 30 June 2021