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