31 July 2024
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")
Annual Results for the year
ended 31 March 2024
Fragrant Prosperity Holdings Limited
(LSE: FPP) announces its audited annual financial results
for the financial year ended 31 March 2024.
I have pleasure in presenting the
financial statements of Fragrant Prosperity Holdings Limited (the
"Company" or "FPP") for the financial year ended 31 March
2024.
During the year, the Company ceased
its exclusivity period with Hi 55 Ventures and the intended
refinancing and acquisition did not proceed, due to adverse market
conditions.
The Board continued to review a
number of potential acquisition opportunities across the sector but
none of which met the necessary criteria for selection as at the
end of the year. It is expected that with the potential improvement
in the market conditions for raising capital and undertaking
reverse takeovers in the UK along with the changes to the UK
listing regime recently announced by the FCA that the Company will
have improved prospects for identifying a potential target. The
last 2 years have been difficult across the public capital markets
globally, but specifically the UK and with limited cash available
it has been challenging to consummate potential deals. The Company
will therefore explore a recapitalisation of the balance sheet to
improve the position for consummating any potential
acquisitions.
During the financial year, the
Company reported a net loss of £111,877 (2023: £126,237) which
represents ongoing administrative expenses and due diligence costs
regarding the identification of potential targets. As at 31 March
2024, the Company had cash in bank balance of £109,688 (2023:
£195,395).
The Board would provide further
updates to shareholders in due course.
Chairman
30 July 2024
Enquires:
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Optiva Securities Ltd (Financial Adviser)
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Vishal Balasingham
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+44 (0) 20 3137 1902
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FRAGRANT PROSPERITY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2024
Directors' report
The Directors present their report
together with the audited financial statements, for the financial
year ended 31 March 2024.
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 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 15. 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 £100
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) or the medicinal cannabis and CBD Wellness sector 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.
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.
An explanation of the Company's
financial risk management objectives, policies and strategies is
set out in note 8.
Key
events
At the year end the Company had cash
of approximately £109,688 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:
Mahesh s/o Pulandaran
Simon James Retter
Richard Samuel
Daniel Reshef
Director's interest
Mahesh s/o Pulandaran holds 1 share
of the Company
Stonedale Management and Investments
Ltd (a company which is under control of Simon James Retter), holds
an option to subscribe for 2,500,000 shares for nil
consideration.
Craig Marshak holds options to
subscribe for 2,500,000 shares for nil consideration.
Substantial shareholders
The Company has been notified or is
aware of the following interests of 3 per cent or more in its
issued share capital as at 29 July 2024:
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Shareholder
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Number of Ordinary
Shares
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% of
Share
Capital
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Hargreaves Lansdown Nominees
Ltd
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13,185,049
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21.8%
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Interactive Investor
Services
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9,668,335
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16.0%
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Peel Hunt Partnership
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6,945,838
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11.5%
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Vidacos Nominees Ltd
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4,672,633
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7.7%
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JIM Nominees Ltd
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4,648,781
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7.7%
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Barclays Direct Investing
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3,935,124
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6.5%
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James Brearly
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2,822,344
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4.7%
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Winterflood Securities
Ltd
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2,783,554
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4.6%
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Bank of New York Nominees
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1,925,000
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3.2%
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Joh Berenberg Gossler &
Co
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1,879,306
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3.1%
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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.
Section 172 Statement
The Directors of the Company, as
those of all UK compa-nies, must act in accordance with a set of
general duties. These duties are detailed in section 172 of the UK
Compa-nies Act 2006 which is summarized as follows:
"A director of a company must act in
the way he consid-ers, in good faith, would be most likely to
promote the success of the company for the benefit of its
stakehold-ers as a whole, and in doing so have regard (amongst
other matters) to:
(a) the likely consequences of any
decision in the long term;
(b) the interests of the company's
employees;
(c) the need to foster the company's
business relation-ships with suppliers, customers and
others;
(d) the impact of the company's
operations on the com-munity and the environment;
(e) the desirability of the company
maintaining a reputa-tion for high standards of business conduct;
and
(f) the need to act fairly as
between stakeholders of the Company"
As part of their induction, all
Directors are briefed on their duties and they can access
professional advice on these, either from the Company Secretary or,
if they judge it necessary, from an independent adviser. The
Directors fulfil their duties partly through a governance framework
that delegates day-to-day decision-making to employees of the
Company and details of this can be found in our Governance section
of the Directors Report.
The following paragraphs summarise
how the Directors fulfil their duties:
Risk Management
The Company is currently undertaking
due diligence and working towards executing an acquisition of a
target. It is therefore vital that we effectively identify,
evaluate, manage and mitigate the risks we face, and that we
continue to evolve our approach to risk management.
For details of our principal risks
and uncertainties and how we manage our risk environment, please
see page 4.
Our
People
Our Company is committed to being a
responsible business. Our behaviour is aligned with the
expectations of our people, clients, investors, communities and
society as a whole. We must also ensure we share common values that
inform and guide our behaviour so we achieve our goals in the right
way. The only employees are currently the Directors of the company,
who strive to adhere to the highest ethical standards.
Shareholders
The Board is committed to openly
engaging with our shareholders, as we recognize the importance of
contin-uing effective dialogue. It is important to us that
share-holders understand our strategy and objectives, so these must
be explained clearly, feedback heard and any issues or questions
raised properly considered. Our board members, especially Simon
Retter, holds a series of shareholders meetings several times a
year on the back of financial and operational reporting.
Community and Environment
The Company's approach is to use our
strengths to cre-ate positive change for the people and communities
with which we interact. We want to leverage our expertise and
enable colleagues to support the communities around us.
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:
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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;
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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
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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.
Emissions, Environmental & Social
matters
The Company currently is not
responsible for any emissions other than indirectly through travel
for undertaking due diligence on target businesses. It is therefore
not practical to quantify the total emissions of the Company.
Likewise, as the nature of the Company is an acquisition company,
it is the opinion of the Directors that it has no direct social,
community and human rights issues are environmental matters on
which it should disclose information. Presently all of the
Directors of the Company are male, the Directors are actively
seeking to balance the board with some female representation
although this would likely occur upon a change in the board
composition upon the completion of an acquisition.
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 United
Kingdom.
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 United Kingdom.
Directors are also required to:
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select suitable accounting policies and then apply
them consistently;
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present information, including accounting
policies, in a manner that provides relevant, reliable, comparable
and understandable information; and
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provide additional disclosures when compliance
with the specific requirements in IFRS as adopted by the United
Kingdom 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://www.fragrantprosperityholdings.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 United Kingdom.
The directors confirm, to the best
of their knowledge that:
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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
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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:
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there is no relevant audit information of which
the Company's non-statutory auditor is unaware; and
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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.
Going Concern
During the year the Company worked
hard to keep its administrative costs to a minimum in order to
preserve capital whilst seeking to identify potential targets to
acquire. 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.
Any potential additional funding
could include the capitalisation of any convertible loan notes or
other debts on the balance sheet.
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.
Climate risk management
The Board oversees and has ultimate
responsibility for the Company's sustainability initiatives,
disclosures, and reporting. This includes, but is not limited to,
climate risks and opportunities. As a shell company, the Company is
exempt from providing the disclosures required by the Taskforce on
Climate-related Financial Disclosures ("TCFD"). However, this
section provides an overview of the Company's approach to managing
the very limited climate risks it currently faces.
The executive management team have
day-to-day responsibility for assessing and managing
climate-related risks and opportunities. We are committed to
minimising the Company's impact on the environment. As it is
presently constituted, the Company's environmental impact is
minimal and climate-related risks and opportunities are extremely
limited until it acquires another business. At present, the Company
has no operating investments, and its only employees are the
directors. These employees perform largely information-based roles,
and they all work from home as the Company no longer maintains
business premises.
The only environmental impact
currently is from business travel, which has been extremely limited
in the past two years and is expected to continue to be lower than
previously as a result of the post-pandemic shift towards virtual
tools. The Company's overall environmental impact is therefore
minimal The Company's approach is therefore to seek to maintain
lean working arrangements, use technology to minimise business
travel and encourage employees to recycle, minimise energy wastage,
and do their part to ensure that the Company acts responsibly. If
the Company continues to operate as it is presently constituted it
is therefore difficult to identify any climate related risks in the
short, medium or long term that could significantly impact the
business. For this reason, the Company does not presently feel it
is appropriate or necessary to apply metrics or targets to assess
climate related risks beyond the Greenhouse gas reporting presented
below.
Clearly, the Company does not intend
to continue operating in its present form indefinitely, we intend
to make acquisitions that will profoundly change the scale and
climate-related risk profile of the business and the process for
identifying and managing them. It is not possible to reach any
sensible conclusions today about which risks the Company may be
exposed to in the) future without knowing what businesses it will
acquire.
While it is not possible to know
today what climate related risks it will inherent, the Company is
conscious that such risks and opportunities will exist in any
potential acquisition and considers that the most important
objective is to ensure these are properly understood in the due
diligence phase of any transaction so appropriate decisions can be
taken on risk mitigation tools. The Company's Board have concluded
that the most appropriate way to address this is to ensure that
climate-related risks are specifically scoped in when undertaking
due diligence on acquisition targets.
Greenhouse gas emissions
Considering the non-material
environmental impacts of the Company's business as described in
this report, management takes the view that greenhouse gas
emissions are the most important metric to track and against which
future targets may be set. We have compiled our greenhouse gas
("GHG") emissions in accordance with the Companies Act 2006
(Strategic Report and Directors' Report) Regulations 2013
("SECR").
Calculations follow the GHG Protocol
Corporate Accounting and Reporting Standard (revised edition). The
GHG reporting period aligns with the financial statements and
boundaries are defined using the financial control approach. GHG
emissions are broken down into three categories; reporting is
required only on scope 1 and 2: Scope 1 emissions: Direct emissions
from sources owned or controlled by the Company. Scope 2 emissions:
Indirect emissions attributable to the Company due to its
consumption of purchased electricity. Scope 3 emissions: Other
indirect emissions associated with activities that support or
supply the Company's operations.
The Company has no Scope 1
emissions. The Company's Scope 2 and Scope 3 emissions for the year
to 31 March 2024 or the prior period. No further energy and carbon
information is disclosed as the Company is exempt on the grounds of
being a low energy user within the meaning of SECR. At the present
time, the Company does not consider it appropriate to set emissions
reduction targets, particularly given the low levels of emissions
already achieved.
The Company does not currently hold
any investments. When investments are held, the Company will keep
under review whether it would be appropriate to support investee
companies in tracking metrics and setting targets.
Events after the reporting date
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 30
July 2024 and is signed on its behalf
by;
Simon Retter
Director
30
July 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRAGRANT
PROSPERITY HOLDINGS LTD
Opinion
We have audited the financial
statements of Fragrant Prosperity Holdings Limited (the 'Company')
for the year ended 31 March 2024 which comprise the statement of
comprehensive income, statement of financial position, statement of
changes in equity, statement of cash flows and the related notes,
including a summary of significant accounting policies. The
financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the United Kingdom.
In our opinion, the financial
statements:
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give a true and fair view of the state of the
Company's affairs as at 31 March 2024 and of its loss for the year
then ended;
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have been properly prepared in accordance with
international accounting standards in conformity with International
Financial Reporting Standards ("IFRSs") adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the United Kingdom
("UK");
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis
for our qualified audit opinion.
Independence
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 as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and
belief, we declare that non-audit services prohibited by the FRC's
Ethical Standard were not provided and that we have not provided
any non-audit services to the Company in the period under
audit.
Material uncertainty relating to going
concern
In forming our opinion on the
financial statements, which is not modified, we have considered the
adequacy of the disclosures made in note 2 of the financial
statements concerning the Company's ability to continue as a going
concern. The conditions described in note 2 indicate the existence
of material uncertainties which may cast significant doubt about
the Company's ability to continue as going concern. The financial
statements do not include the adjustments that would result if the
Company was unable to continue as a going concern.
In auditing the financial statements,
we have concluded that the directors' use of the going concern
basis of accounting in the preparation of the financial statements
is appropriate. Our evaluation of the directors' assessment of the
entity's ability to continue to adopt the going concern basis of
accounting included carrying out a risk assessment which covered
the nature of the Company, its business model and related risks,
the requirements of the applicable financial reporting framework
and the system of internal control. We evaluated the directors'
assessment of the group's ability to continue as a going concern,
including challenging the underlying data and key assumptions used
to make the assessment, and evaluated the directors' plans for
future actions in relation to their going concern
assessment.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters
that, in our professional judgment, were of most significance on
our audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including
those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters.
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Risk
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Our
response to the risk
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Our
response and observation
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Revenue recognition
There is a risk that revenue is
materially understated due to fraud.
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We reviewed the Company's revenue
recognition policies and how they are applied.
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No revenue was recognised in the
year and this was in accordance with the Company's accounting
policy and we concluded that no evidence of fraud or other
understatement was identified.
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Management override of
controls
Journals can be posted that
significantly alter the financial statements of the
entity.
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We examined journals posted around
the year end, specifically focusing on areas which are more easily
manipulated.
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We identified no evidence of
management override in respect of inappropriate manual journals
recorded in any section of the financial statements.
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In addition to the above identified
key audit matters, Going Concern has been identified as a key risk
area within the financial statements and the matter has been
addressed within the "Material uncertainty related to going
concern" section of the audit report above.
Our application of
materiality
We define materiality as the
magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable
person would be charged or influenced. We use materiality both in
planning and in the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement
we determine materiality for the Company to be £5,594 and this
financial benchmark, which has been used throughout the audit, is
based on approximately 4% of the Company's net assets at the year
end. Where considered relevant the materiality is adjusted to suit
the specific risk profile of the Company.
Performance materiality is the
application of materiality at the individual account or balance
level set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality. Performance materiality was set
at £4,195 (75%) of the above materiality level. We agreed with the
board that we would report to the committee all individual audit
differences identified during the course of our audit in excess of
£280 (5% materiality). Errors below the threshold would also
be reported, if in our opinion the error warranted reporting on
qualitative grounds.
An
overview of the scope of our audit
Our audit was scoped by obtaining an
understanding of the Company and its environment, including the
system of internal control, and assessing the risks of material
misstatement in the financial statements. The audit work is
conducted centrally by one audit team, led by the Senior Statutory
Auditor.
Other Information
The other information comprises the
information included in the annual report other than the financial
statements and our auditor's report thereon. The directors are
responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit,
or otherwise appears to be materially m
isstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
In this context, matters that we are
specifically required to report to you as uncorrected material
misstatements of the other information include where we conclude
that:
·
Fair, balanced and understandable - the statement
given by the directors that they consider the annual report and
financial statements taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy, is materially inconsistent with our
knowledge obtained in the audit; or
We have nothing to report in respect
of these matters.
Matters on which we are required to
report by exception
In the light of the knowledge and
understanding of Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the
chairman's statement or the directors' report.
Responsibilities of
directors
As explained more fully in the
directors' responsibilities statement set out on page 7, the
directors are responsible for the preparation of the 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 financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the 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 financial statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud
or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our
responsibilities for the audit of the financial statements is
located on the Financial Reporting Council's website at
https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor's report.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. Our approach was as follows:
·
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the Coup and
determined the most significant are those that relate to the
reporting framework (IFRS) and the relevant tax compliance
regulations in the jurisdictions in which the Company
operates.
·
We understood how the Company is complying with
those frameworks by making enquiries of management, the Company
Secretary, and those responsible for legal and compliance
procedures. We corroborated our enquiries through our review of
board minutes, papers provided to the board, discussion with the
board and any correspondence received from regulatory
bodies.
·
We assessed the susceptibility of the Company's
financial statements to material misstatement, including how fraud
might occur by enquiring with management and the board during the
planning and execution phase of our audit. We considered the
programs and controls that the Company has established to address
risks identified, or that otherwise prevent, deter and detect fraud
and how senior management monitors those programs and controls.
Where the risk was considered to be higher, we performed audit
procedures to address each identified fraud risk including revenue
recognition as discussed above. These procedures included testing
manual journals and were designed to provide reasonable assurance
that the financial statements were free from fraud or
error.
·
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved journal entry testing, with a
focus on manual journals and journals indicating large or unusual
transactions based on our understanding of the business; enquiries
of the Company Secretary and management; and focused testing, as
referred to in the key audit matters section above.
There are inherent limitations in
the audit procedures described above. We are less likely to become
aware of instances on non-compliance with laws and regulations that
are not closely related to events and transactions reflected in the
non-statutory financial statements. Also, the risk of not detecting
a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include
testing complete populations of certain transactions and balances.
However, it typically involves selecting a limited number of items
for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population
from which the sample is selected.
Other matters which we are required to
address
We were appointed by the board on 25
June 2021 to audit the financial statements for the period ending
31 March 2021. Our total uninterrupted period of engagement is 4
years, covering the period ending 31 March 2024.
The non-audit services prohibited by
the FRC's Ethical Standard were not provided to the Company and we
remain independent of the Company in conducting our
audit.
Our audit opinion is consistent with
the additional report to the board.
Use
of our report
This report is made solely to the
Company's members, as a body, in accordance with our engagement
letter dated 4 February 2024. 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.
BENJAMIN BIDNELL (Senior Statutory
Auditor)
For and on behalf of SHIPLEYS
LLP,
Chartered Accountants and Statutory
Auditor
10 Orange Street, Haymarket, London,
WC2H 7DQ
30
July 2024
STATEMENT OF COMPREHENSIVE INCOME
FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2024
|
|
|
|
|
|
Year ended 31 March
2024
|
|
Year ended 31 March
2023
|
|
|
|
Notes
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
|
|
|
(82,281)
|
|
(98,689)
|
|
|
Interest charge
|
|
|
|
|
(29,596)
|
|
(27,548)
|
|
|
OPERATING LOSS BEFORE TAXATION
|
|
|
|
|
(111,877)
|
|
(126,237)
|
|
|
Income tax expense
|
3
|
|
|
|
-
|
|
-
|
|
|
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE
COMPANY
|
|
|
|
|
(111,877)
|
|
(126,237)
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income
|
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD
|
|
|
|
|
(111,877)
|
|
(126,237)
|
|
|
Basic and diluted loss per share
(pence)
|
5
|
|
|
|
(0.18)
|
|
(0.20)
|
|
|
|
|
|
|
|
|
|
|
| |
The notes to
the financial statements form an integral part of these financial
statements
STATEMENT OF FINANCIAL POSITION
AS
AT 31 MARCH
2024
|
|
|
|
|
As at
31 March
2024
|
|
As at
31 March
2023
|
|
|
Notes
|
|
|
£
|
|
£
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
109,688
|
|
195,395
|
|
Prepayments
|
|
|
|
15,750
|
|
15,750
|
|
TOTAL ASSETS
|
|
|
|
125,438
|
|
211,145
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Trade Creditors
|
|
|
|
(158,952)
|
|
(187,578)
|
|
Accruals
|
|
|
|
(79,279)
|
|
(54,079)
|
|
Convertible loan note
|
|
|
|
(535,947)
|
|
(506,351)
|
|
TOTAL LIABILITIES
|
|
|
|
(774,178)
|
|
(748,008)
|
|
NET
ASSETS
|
|
|
|
(648,740)
|
|
(536,863)
|
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE
COMPANY
|
|
|
|
|
|
|
|
Share capital
Retained earnings
Share based payment
reserve
Convertible loan note
Reserve
|
6
|
|
|
1,492,146
(2,217,106)
24,677
51,543
|
|
1,492,146
(2,105,229)
24,677
51,543
|
|
TOTAL EQUITY
|
|
|
|
(648,740)
|
|
(536,863)
|
|
|
|
|
|
|
|
|
The notes to
the financial statements form an integral part of these financial
statements
This report was approved by the
board and authorised for issue on and signed on its behalf
by;
…………………
Simon Retter
Director
30
July 2024
STATEMENT OF CASH FLOWS
FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2024
|
|
|
|
|
Year ended
31 March 2024
|
|
Year ended
31 March 2023
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
|
(111,877)
|
|
(126,237)
|
|
Interest charge
|
|
|
|
29,596
|
|
27,548
|
|
Share based payment
|
|
|
|
-
|
|
-
|
|
Cash flow from operating activities
|
|
|
|
(98,689)
|
|
(98,689)
|
|
Changes in working capital
|
|
|
|
|
|
|
|
Movement in other
payables
|
|
|
|
(3,426)
|
|
28,386
|
|
Movement in prepayments and other
debtor
|
|
|
|
-
|
|
(15,750)
|
|
Net
cash outflow from operating activities
|
|
|
|
(85,707)
|
|
(86,053)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of equity
|
|
|
|
-
|
|
-
|
|
Issue costs
|
|
|
|
-
|
|
-
|
|
Repayment of convertible loan
note
|
|
|
|
-
|
|
-
|
|
Issue of convertible loan
note
|
|
|
|
-
|
|
-
|
|
Net cash flow from financing
activities
|
|
|
|
-
|
|
-
|
|
Net
decrease in cash and cash equivalents
|
|
|
|
(85,707)
|
|
(86,053)
|
|
Cash and cash equivalents at beginning of
period
|
|
|
|
195,395
|
|
281,448
|
|
Cash and cash equivalents at end of period
|
|
|
|
109,688
|
|
195,395
|
|
|
|
|
|
|
|
|
STATEMENT OF CHANGES IN EQUITY
FOR
THE FINANCIAL YEAR ENDED 31 MARCH
2024
|
|
Share
capital
|
|
Convertible Loan Note
Reserve
|
|
Share Based Payment
Reserve
|
|
Retained
earnings
|
|
Total
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
As
at 31 March 2022
|
1,492,146
|
|
51,543
|
|
24,677
|
|
(1,978,992)
|
|
(410,626)
|
|
Issue of equity
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Issues of equity costs
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Derecognition of Convertible
Loan
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Recognition of Convertible
Loan
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
(126,237)
|
|
(126,237)
|
|
Share based payment
charge
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total comprehensive loss for the year
|
-
|
|
-
|
|
-
|
|
(126,237)
|
|
(126,237)
|
|
As
at 31 March 2023
|
1,492,146
|
|
51,543
|
|
24,677
|
|
(2,105,229)
|
|
(536,863)
|
|
Issue of equity
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Issues of equity costs
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Derecognition of Convertible
Loan
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Recognition of Convertible
Loan
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
(111,877)
|
|
(111,877)
|
|
Share based payment
charge
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total comprehensive loss for the year
|
-
|
|
-
|
|
-
|
|
(111,877)
|
|
(111,877)
|
|
As
at 31 March 2024
|
1,492,146
|
|
51,543
|
|
24,677
|
|
(2,217,106)
|
|
(648,740)
|
NOTES TO THE FINANCIAL STATEMENTS
FOR
THE FINANCIAL YEAR ENDED 31 MARCH 2024
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 United Kingdom
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 ("£").
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 2024 the Company recorded a loss after
tax of £111,877 (2023: £126,237 ) and a net cash outflow from
operating activities of £85,707 (2023: £86,053 ).
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 £109,688 at
31 March 2024 which the directors believe is insufficient to
undertake the required steps to make an investment and fulfil its
investment mandate and the Company is therefore seeking to raise
additional capital to proceed with its strategy.
During the year the Company incurred predominantly ongoing
administrative costs, as well as some minor expenditure on legal,
due diligence and other associated costs related to the potential
acquisition of Hi 55 Ventures Ltd. The acquisition was due to be
completed alongside a capital raise to provide working capital for
the enlarged group, but was not completed due to adverse market
conditions.
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.
Any potential additional funding
could include the capitalisation of any convertible loan notes or
other debts on the balance sheet.
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.
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 United
Kingdom 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.
Share based payments
The Company operates equity-settled,
share-based compensation plans, under which the entity receives
services from employees as consideration for equity instruments
(options) of the Company. The fair value of employee services
received in exchange for the grant of share options are recognised
as an expense. The total expense to be apportioned over the vesting
period is determined by reference to the fair value of the options
granted:
·
including any market performance
conditions;
·
excluding the impact of any service and non-market
performance vesting conditions; and
·
including the impact of any non-vesting
conditions.
Non-market performance and service
conditions are included in assumptions about the number of options
that are expected to vest. The total expense is recognised over the
vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each
reporting period the Company revises its estimate of the number of
options that are expected to vest.
It recognises the impact of the
revision of original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
When options are exercised, the
Company issues new shares. The proceeds received net of any
directly attributable transaction costs are credited to share
capital (nominal value) and share premium.
The fair value of goods or services
received in exchange for shares is recognised as an
expense.
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 2024 and 2023. 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
31 March
2024
|
|
Year ended
31 March
2023
|
|
|
£
|
|
£
|
|
Staff costs (note 7)
|
25,000
|
|
23,500
|
|
Auditors' remuneration:
|
|
|
|
|
Fees payable to the Company's
auditor for the audit of the Company's annual accounts
|
14,000
|
|
14,000
|
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
31 March
2024
|
|
Year ended
31 March
2023
|
|
Loss for the period (£)
|
(111,877)
|
|
(126,237)
|
|
Weighted average number of shares
(Unit)
|
62,223,386
|
|
62,223,386
|
|
Loss per share (pence)
|
(0.18)
|
|
(0.20)
|
5. SHARE CAPITAL
|
|
Number
of shares
|
£
|
|
|
|
|
|
Balance at 31 March 2022, 2023 and 2024
|
62,223,386
|
1,492,146
|
6. STAFF COSTS
|
|
Year ended
31 March
2024
|
|
Year ended
31 March
2023
|
|
|
£
|
|
£
|
|
Staff costs
|
-
|
|
-
|
|
Director fees
|
25,000
|
|
23,500
|
|
|
25,000
|
|
23,500
|
The average numbers of person
employed by the Company (including directors) during the reporting
period was 4 (2023: 4).
7. 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.
8. 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 flow 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.
9. 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
31 March
2024
|
|
As at
31 March
2023
|
|
|
£
|
|
£
|
|
Financial assets
|
|
|
|
|
Loans and
receivables
|
|
|
|
|
Cash and cash equivalents
|
109,688
|
|
195,395
|
|
|
--------------------------
|
|
--------------------------
|
|
Total financial assets
|
109,688
|
|
195,395
|
|
|
==================
|
|
==================
|
|
Financial liabilities measured at amortised
cost
|
|
|
|
|
Other payables
|
158,952
|
|
187,578
|
|
Convertible loan note
|
535,947
|
|
506,351
|
|
|
--------------------------
|
|
--------------------------
|
|
Total financial
liabilities
|
694,899
|
|
693,929
|
|
|
==================
|
|
==================
|
The Company currently has
convertible loan notes with a principle amount of £515,000 that
have either matured as at the end of the year or subsequent to the
year end. The Company will seek to renegotiate the terms of these
loan notes either in advance of or as part of an
acquisition.
There are no financial assets that
are either past due or impaired.
10.
RELATED PARTY TRANSACTIONS
Key management are considered to be
the directors and the key management personnel compensation as
follow:
|
|
Year ended
31 March
2024
|
|
Year ended
31 March
2023
|
|
|
£
|
|
£
|
|
Simon James Retter*
|
-
|
|
-
|
|
Richard Samuel
|
-
|
|
-
|
|
Mahesh Pulandaran
|
-
|
|
-
|
|
|
-
|
|
-
|
*In 2024 £25,000 of fees were
incurred to Stonedale Management & Investments Ltd a company
controlled by Simon Retter regarding work undertaken on the
administration of the company as well as potential target
identification. In 2023 this was £23,500.
In addition Stonedale management
holds an option over 2,500,000 shares with an exercise price of
0p.
Craig Marshak holds options over
2,500,000 shares with an exercise price of 0p.
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, other
than those noted above the Company did not enter into any material
transactions with related parties. As at reporting date, the there
was an amount of £65,279 accrued due the directors.
11.
CONTROL
The Directors consider there is no
ultimate controlling party.
12.
DESCRIPTION OF RESERVES
Retained Earnings comprises
accumulated gains and losses incurred to date.
Convertible Loan Note reserve
comprises the fair value of the equity component of the convertible
loan notes held by the Company.
13.
SUBSEQUENT EVENTS
There are no subsequent events to
disclose