Source - LSE Regulatory
RNS Number : 2206A
Fragrant Prosperity Holdings Ltd
01 February 2022
 

 

01 February 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 2021.

 

 

Chairman's 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 2021 to 30 September 2021. 

 

 

During the financial period, the Company reported a net loss of £401,714. As at 30 September 2021, the Company had cash in bank balance of £466,444.  

 

 

During the period the Company entered into a letter of Intent to acquire the entire issued share capital of CiiTech Ltd a leading cannabis wellness company based in the UK and Israel for consideration of £17.5m payable in newly issued shares in the Company (subject to adjustment should the number of CiiTech securities in issue change prior to completion of the acquisition). The Company sought shareholder approval for the proposed transaction at its recent AGM.    

 

The Board looks forward to providing further updates to shareholders in due course.

 

 

Simon Retter

Chairman

 

 

Enquires:

 

Fragrant Prosperity Holdings Limited

 

Simon James Retter

+44 (0) 20 3137 1902

 

 

Optiva Securities Ltd (Financial Adviser)

 

Jeremy King

+44 (0) 20 3137 1902

 

 

 

FRAGRANT PROSPERITY HOLDINGS LIMITED

 

INTERIM MANAGEMENT REPORT

FOR THE PERIOD FROM 1 APIL 2021 to 30 SEPTEMBER 2021

 

 

 

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.

 

 

Directors

 

The Directors of the Company since the last financial period are:

 

Mahesh s/o Pulandaran

Simon James Retter

Craig Marshak (resigned 10 November 2021)

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

 

31 January 2022

 

 

 

CONDENSED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE PERIOD FROM 1 APRIL 2021 TO 30 SEPTEMBER 2021

 

 

 

 

 

 

 

Period from 1 April 2021 to 30 September 2021 (unaudited)

 

Period from 1 April 2020 to 30 September 2020 (unaudited)

 

Notes

 

 

 

£

 

£

 

 

 

 

 

 

 

 

INCOME

 

 

 

 

-

 

-

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

 

(390,089)

 

(180,598)

Interest charge

 

 

 

 

(11,625)

-

-

OPERATING LOSS/LOSS BEFORE TAXATION

 

 

 

 

(401,714)

 

(180,598)

Income tax expense

3

 

 

 

-

 

-

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

-

 

-

 

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

 

 

 

 

(401,714)

 

(180,598)

 

 

               

The notes to the financial statements form an integral part of these financial statement
 

CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AS AT 30 SEPTEMBER 2021

 

 

 

 

 

As at

30 September 2021 (unaudited)

 

As at

31 March 2021 (audited)

 

Notes

 

 

£

 

£

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

466,444

 

562,204

Prepayments

 

 

 

 

-

 

23,638

 

 

 

 

466,444

 

585,842

CURRENT LIABILITIES

 

 

 

 

 

 

Trade Creditors

 

 

 

(170,000)

 

(42,919)

Accruals

 

 

 

 

 

(85,000)

 

(7,500)

Convertible loan note

 

 

 

(351,901)

 

(274,166)

 

 

 

 

(606,901)

 

(324,585)

NET ASSETS

 

 

 

(140,457)

 

(261,257)

 

 

 

 

 

 

 

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

 

 

 

 

 

 

Share capital

5

 

 

 

1,492,146

 

1,492,146

Retained Earnings

 

 

 

 

(1,683,000)

 

(1,281,286)

 

 

 

 

50,397

 

50,397

TOTAL EQUITY

 

 

 

(140,457)

 

261,257

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE PERIOD FROM 1 APRIL TO 30 SEPTEMBER 2021

 

 

 

 

 

 

Period from 1 April 2021 to 30 September 2021 (unaudited)

 

Period from 1 April 2020 to 30 September 2020 (unaudited)

 

Notes

 

 

£

 

£

 

 

 

 

 

 

 

Cash flow from operating activities

 

 

 

 

 

 

Loss before tax

 

 

 

(401,714)

 

(180,598)

Interest charge

 

 

 

11,615

 

 

Share Based Payment

 

 

 

-

 

50,000

 

Changes in working capital

 

 

 

 

 

 

228,220

 

 

 

 

5,125

 

 

 

 

 

228,220

 

5,125

Net cash flow from operating activities

 

 

 

(161,869)

 

(125,473)

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

Issue of share capital

 

 

 

 

 

-

Issue of convertible loan note

 

 

 

66,109

 

100,000

Net cash flow from financing activities

 

 

 

66,109

 

100,000

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

(95,760)

 

(25,473)

Cash and cash equivalents at beginning of period

 

 

 

562,204

 

127,710

Cash and cash equivalents at end of period

 

 

 

466,444

 

102,238

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

 

 

Period from 1 April 2020 to 30 September 2020

 

 

 

Share capital

 

Retained earnings

 

Total

 

£

 

£

 

£

As at 1 April 2020

989,913

 

(1,089,578)

 

(99,665)

Loss for the period

-

 

(180,598)

 

(180,598)

Share based payment charge

 

 

50,000

 

50,000

Total comprehensive loss for the period

-

 

(130,598)

 

(130,598)

As at 30 September 2020

989,913

 

(1,220,175)

 

(230,262)

 

 

 

Period from 1 April 2021 to 30 September 2021

 

 

 

Share capital

 

Convertible Loan Note Reserve

 

Retained earnings

 

Total

 

£

 

£

 

£

 

£

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)

 

 

 

 

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE PERIOD FROM 1 APRIL 2021 TO 30 SEPTEMBER 2021

 

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 2021 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 2021 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 2021. 

 

The financial information of the Company is presented in British Pound Sterling ("£").

 

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 2021 the Company recorded a loss after tax of £401,714 (2020: £180,598) and a net cash outflow from operating activities of £161,869 (2020: £125,473). The Company raised an additional £66,109 of new funds from the issue of a new convertible loan note with loan note holders.


The Company had cash of £466,444 at 30 September 2021. 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 2021. 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 issue

 

Share capital

 

 

Number

 

£

 

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

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 £64,789 and £59,789 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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