TIDMFPP

RNS Number : 3338L

Fragrant Prosperity Holdings Ltd

12 January 2021

12 January 2021

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 (the "Company"), incorporated in the British Virgin Islands ("BVI") announces its unaudited interim financial results for the six-month period ended 30 September 2020.

Director's Statement for the period 1 April 2020 - 30 September 2020

I have pleasure in presenting the condensed financial statements of Fragrant Prosperity Holdings Limited (the "Company" or "FPP") for the period from 1 April 2020 to 30 September 2020.

During the financial period, the Company reported a net loss of GBP180,598. As at 30 September 2020, the Company had cash in bank balance of GBP102,238.

The Board has actively reviewed a number of potential acquisition opportunities across the sector, none of which has met the necessary criteria for selection and continues to review a number of potential acquisition opportunities.

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

Simon James Retter

Chairman

*Ends*

For more information:

 
 Fragrant Prosperity Holdings Limited 
 Simon James Retter                           +44 (0) 208 617 0071 
 
 Optiva Securities Ltd (Financial Adviser) 
 Jeremy King                                  +44 (0) 20 3137 1902 
 

FRAGRANT PROSPERITY HOLDINGS LIMITED

DIRECTOR'S STATEMENT

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020

I have pleasure in presenting the condensed financial statements of Fragrant Prosperity Holdings Limited (the "Company" or "FPP") for the period from 1 April 2020 to 30 September 2020.

During the financial period, the Company reported a net loss of GBP180,598. As at 30 September 2020, the Company had cash in bank balance of GBP102,238.

The Board has actively reviewed a number of potential acquisition opportunities across the sector, none of which has met the necessary criteria for selection and continues to review a number of potential acquisition opportunities.

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

Chairman

12 January 2021

FRAGRANT PROSPERITY HOLDINGS LIMITED

INTERIM MANAGEMENT REPORT

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020

Introduction

The Company was incorporated on 28 January 2016 in the British Virgin Islands, as an exempted company with limited liability under the Companies Law.

Its issued share capital, consisting of Ordinary Shares admitted to a Standard Listing on the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the London Stock Exchange's main market for listed securities on 5 September 2016.

Company objective

The Company was formed to undertake an acquisition of a target company or business. The Company does not have any specific acquisition under consideration and does not expect to engage in substantive negotiations with any target company or business until after Admission. The Directors believe that their network, and the Company's cash resources and profile following Admission, mean that the Company will target an Acquisition where the target company has a value of up to GBP100 million. The Company expects that consideration for the Acquisition will primarily be satisfied by issue of new Shares to a vendor (or vendors), but that some cash may also be payable by the Company. Any funds not used in connection with the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.

The Company's efforts in identifying a prospective target company or business will not be limited to a

particular industry or geographic region. However, given the experience of the Directors, the Company expects to focus on acquiring a company or business in the technology sector (in particular focussing on technology and/or intellectual property that is used in the financial services industry) with either all or a substantial portion of its operations in Europe or Asia. The Directors' initial search will focus on businesses based in or with operations in Hong Kong, Malaysia, or the United Kingdom.

Key events

At the period end the Company has cash of approximately GBP102 thousand 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.

Directors

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

Mahesh s/o Pulandaran

Simon James Retter

Craig Marshak

Richard Samuel

FRAGRANT PROSPERITY HOLDINGS LIMITED

INTERIM MANAGEMENT REPORT

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020 (continued)

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.

FRAGRANT PROSPERITY HOLDINGS LIMITED

INTERIM MANAGEMENT REPORT

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020 (continued)

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 as adopted by the European Union. 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

Director

12 January 2021

FRAGRANT PROSPERITY HOLDINGS LIMITED

CONDENSED STATEMENT OF COMPREHESIVE INCOME (UNAUDITED)

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020

 
                                                                              Period from 
                                                        Period from           1 April 2019 
                                                       1 April 2020          to 30 September 
                                                      to 30 September             2019 
                                                           2020 
                                        Notes              GBP                    GBP 
 
 INCOME                                                     -                      - 
                                                   ------------------      ----------------- 
 
 Administrative expenses                                    (130,598)               (37,982) 
 Share Based Payment charge                                  (50,000)   -                  - 
                                                   ------------------      ----------------- 
 OPERATING LOSS/LOSS BEFORE TAXATION                        (180,598)               (37,982) 
 Income tax expense                       3                         -                      - 
                                                   ------------------      ----------------- 
 LOSS FOR THE PERIOD ATTRIBUTABLE 
  TO EQUITY HOLDERS OF THE COMPANY                          (180,598)               (37,982) 
                                                   ------------------      ----------------- 
 
 OTHER COMPREHENSIVE INCOME 
 Other comprehensive income                                 -                      - 
 
 TOTAL COMPREHENSIVE INCOME FOR 
  THE PERIOD                                                (180,598)               (37,982) 
                                                   ------------------      ----------------- 
 

FRAGRANT PROSPERITY HOLDINGS LIMITED

CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AS AT 30 SEPTEMBER 2020

 
                                                As at                As at 
                                             30 September      31 March (audited) 
                                           2020 (unaudited) 
                                  Notes          GBP                  GBP 
 
 CURRENT ASSETS 
 Cash and cash equivalents                          102,238               127,710 
 Prepayments                                              -                17,375 
                                         ------------------ 
                                                    102,238               145,085 
 CURRENT LIABILITIES 
 Trade Creditors                                   (22,500)              (27,250) 
 Accruals                                                 -               (7,500) 
                                         ------------------  -------------------- 
 Convertible loan note                            (310,000)             (210,000) 
                                         ------------------  -------------------- 
                                                  (332,500)             (244,750) 
                                         ------------------  -------------------- 
 NET ASSETS                                       (230,262)              (99,665) 
                                         ==================  ==================== 
 
 EQUITY ATTRIBUTABLE TO EQUITY 
  HOLDERS OF THE COMPANY 
 Share capital                      5               989,913               989,913 
 Retained Earnings                              (1,220,175)           (1,089,578) 
                                         ------------------  -------------------- 
 TOTAL EQUITY                                     (230,262)              (99,655) 
                                         ==================  ==================== 
 
 

FRAGRANT PROSPERITY HOLDINGS LIMITED

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020

 
                                                                         Period from 
                                                         Period from       1 April 
                                                           1 April         2019 to 
                                                           2020 to       30 September 
                                                         30 September        2019 
                                                             2020 
                                            Notes           GBP              GBP 
 
 Cash flow from operating activities 
 Loss before tax                                            (180,598)        (37,982) 
 Share Based Payment                                           50,000               - 
                                                      ---------------  -------------- 
 
 
   Changes in working capital                                   5,125          11,499 
                                                      ---------------  -------------- 
                                                                5,125          11,499 
                                                      ---------------  -------------- 
 Net cash flow from operating activities                    (125,473)        (26,483) 
                                                      ---------------  -------------- 
 
 Cash flow from financing activities 
 Issue of share capital                                             -          59,790 
 Issue of convertible loan note                               100,000               - 
                                                      ---------------  -------------- 
 Net cash flow from financing activities                      100,000          59,790 
                                                      --------------- 
 
 Net increase in cash and cash 
  equivalents                                                (25,473)          33,307 
 Cash and cash equivalents at beginning 
  of period                                                   127,710           5,574 
                                                      ---------------  -------------- 
 Cash and cash equivalents at end 
  of period                                                   102,238          38,881 
                                                      ===============  ============== 
 
 

FRAGRANT PROSPERITY HOLDINGS LTD

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

Period from 1 April 2019 to 30 September 2019

 
                                 Share capital   Retained     Total 
                                                  earnings 
                                      GBP           GBP        GBP 
 As at 1 April 2019                 930,124      (947,800)   (17,676) 
 Loss for the period                   -         (37,982)    (37,982) 
                                --------------  ----------  --------- 
 Total comprehensive loss for 
  the period                           -         (37,982)    (37,982) 
 Issue of ordinary shares           64,789           -        64,789 
 Share issue costs                  (5,000)          -       (5,000) 
                                --------------  ----------  --------- 
 As at 30 September 2019            989,913      (985,782)    4,131 
                                ==============  ==========  ========= 
 

Period from 1 April 2020 to 30 September 2020

 
                                 Share capital    Retained       Total 
                                                   earnings 
                                      GBP            GBP          GBP 
 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) 
                                ==============  ============  ========== 
 

FRAGRANT PROSPERITY HOLDINGS LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020

   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 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. The results for the period ended 30 September 2020 are unaudited.

The condensed unaudited financial statements for the period ended 30 September 2020 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 2020.

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

Standards and interpretations issued but not yet applied

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the company.

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

FRAGRANT PROSPERITY HOLDINGS LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020 (continued)

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 2020 the Company recorded a loss after tax of GBP180,598 (2019: GBP37,982 ) and a net cash outflow from operating activities of GBP125,473 (2019: GBP26,483). The Company raised an additional GBP100,000 of new funds from the issue of a new convertible loan note with an existing loan note holder.

The Company had cash of GBP102,238 at 30 September 2020. 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.

FRAGRANT PROSPERITY HOLDINGS LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 APRIL 2020 TO 30 SEPTEMBER 2020 (continued)

   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 2020. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

   4.   SHARE CAPITAL & RESERVES 
 
                             Shares in    Share capital 
                                issue 
                               Number          GBP 
 As at 1 April 2018          43,214,287      930,124 
 Issue of ordinary shares        - 
                            -----------  -------------- 
 As at 30 September 2018     43,214,287      930,124 
 Issue of ordinary shares        - 
 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 
                            ===========  ============== 
 

On 16 July 2019 the Company issued 8,638,535 new Ordinary Shares in the company at a price of 0.75pence per share raising gross cash proceeds of GBP64,789 and GBP59,789 net of expenses.

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January 12, 2021 02:00 ET (07:00 GMT)