REG - Amala Foods PLC - Further re: Annual Financial Report
03/12/2021 07:45
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RNS Number : 4995U Amala Foods PLC 03 December 2021
-- Amala Foods Plc
("Amala" or the "Company")
Further Re: 2021 Annual Financial Report
Amala Foods Plc (LON: DISH), a food technology company, is pleased to provide
a copy of the Annual Financial Report for the Year Ended 31 March 2021 below
this announcement in addition to being available via the National Storage
Mechanism and on a PDF link in yesterday's announcement as well soon being
available on the Company website.
The Directors would like to highlight on page 11 that the Independent Auditors
state "In auditing the financial statements, we have concluded that the
director's 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 Group's ability to continue to adopt the going concern basis
of accounting included reviewing and challenging cashflow forecasts prepared
by Management covering the going concern period, including the key assumptions
made and discussing their strategies regarding future fund raises."
The going concern period is the period of twelve months following the
publication of the Annual Financial Report.
The Company is aware that future fund raises will be required. The Company
stated in yesterday's announcement that it has a low cash burn and utilises a
Salary Sacrifice Scheme which ensures cash outlay is minimal. The Company is
having active discussions with investors so that the business can continue to
grow and will update the market during the first quarter of 2022.
The Half-Yearly Report to 30 September 2021 is due to be published by the end
of January 2022.
Enquiries:
Jonathan Morley-Kirk, Non-Executive Chairman
jmk@bigdish.com
Directors
Aidan Bishop
Executive
Director
Jonathan Morley-Kirk
Non-executive Chairman
Company
Secretary
Roger
Matthews
Registered office of the Company 1st Floor,
Woodford House
Peter Street
St Helier JE2 4SP
Jersey
Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14
4HD
Banker
Barclays Bank
39-41 Broad Street
St Helier
Jersey
CONTENTS
Directors and Governance
Chairman's
Report
4
Report of the Directors
5
Strategic
Report
10
Accounts
Independent Auditor's Report to the Members of Amala Foods
PLC
11
Consolidated Statement of Comprehensive
Income
14
Consolidated Statement of Financial
Position
15
Consolidated Statement of Changes in
Equity
16
Consolidated Cash Flow
Statement
17
Notes to the
Accounts
18
CHAIRMAN'S REPORT
The year ended 31 March 2021 saw the end of the first year of the COVID-19
global pandemic. It was a year that saw a terrible loss of life, huge
disruption for businesses and working practices, as well as a general lack of
investment capital for businesses. In many ways it was a perfect storm for
smaller businesses.
The UK hospitality sector was particularly badly hit by the pandemic. The UK
government closed pubs, restaurants and nightclubs with devastating drops to
their revenues. There have been many such businesses that have closed and will
never re-open.
BigDish clearly could not survive solely in the UK hospitality sector.
Therefore, the Board of Directors looked at a number of compatible other
sectors and geographical locations with a view of adapting BigDish technology.
This has led to a number of potential opportunities being evaluated and
monitored.
On 22 March 2021 the Company announced an exciting Joint Venture with a
plant-based foods business based in South-East Asia. The formation was
approved on 27 May 2021 and the Company was re-branded as Amala Foods PLC.
This is a fast-growing sector as plant-based diets become more mainstream. The
Company will actively review options to utilise technology to reach
restaurants and consumers.
The Group has discontinued operations in Hong Kong, Indonesia and the
Philippines in the year ended 31 March 2021 and the losses of GBP 162,589
associated with those entities are outlined in note 9 of the audited accounts.
Details of the prior year adjustments related to salary sacrifice are outlined
in note 22 of the audited accounts.
The Company has sought to conserve cash and remain nimble in the hope of
riding out the COVID-19 storm.
Jonathan Morley-Kirk
Chairman
01 December 2021
REPORT OF THE DIRECTORS
The Directors present the report together with the audited accounts of the
Company for the year ended 31 March 2021.
The Company
Amala Foods Plc (Formerly BigDish Plc), the parent Company, is registered
(registered number 121041) and domiciled in Jersey. It was incorporated on 11
April 2016.
Principal Activity and Business Review
The Company's principal activity during the year ended 31 March 2021 was a
holding company, holding subsidiaries trading under the "BigDish" brand in
United Kingdom and a technology development centre in the Philippines. The
Group's principal activity during this period was to develop and market a food
technology platform. The Company also has, post-year end, a a Joint Venture
plant-based food technology business in the Philippines, Amala Foods Inc,
which undertakes research and development with a view to achieve
commercialization. The Directors believe this will be the value driver of the
business going forward
Results and Dividends
The results of the Group for the period ended 31 March 2021 show a loss before
taxation of GBP 998,368 (31 March 2020 showed a re-stated loss of GBP
1,480,457).
The Directors do not recommend the payment of a dividend for the period ended
31 March 2021 (2020: GBP Nil).
Carbon Dioxide Emissions
At the current stage of development carbon dioxide emissions is not material.
As the business develops to commercial scale the Company intends to actively
monitor carbon dioxide emissions and will devise strategies to reduce
emissions where possible and ensure applicable reporting thereon.
Future Developments
The Company's future developments are outlined in the Strategic Report
section.
Going Concern
The Directors acknowledge COVID-19 has had, and may continue to have, an
adverse impact on economic growth globally and capital markets. However, the
Directors are confident that despite this, sufficient funds will be able to be
raised when required during the next 12 months to enable the Group to meet its
obligations as they fall due. However, as a result of the requirement to raise
further funds in the next 12 months, they acknowledge that a material
uncertainty relating to going concern exists.
The accounts have therefore been prepared on a going concern basis. The
auditors make reference to going concern by way of a material uncertainty
within their audit report.
Principal Risks and Uncertainties
The principal business risks that have been identified are as below.
COVID-19 Risks
The restaurant sector has experienced significant disruption from COVID-19.
This has impacted the Company's business and continues to do so. The Company
continues to monitor the impact of COVID-19 on an ongoing basis and expects
that some of its restaurant partners may not remain in business as a result.
The Company is assessing how best to utilise the BigDish technology platform
for its future business activities in the light of the changing hospitality
landscape due to the COVID-19 pandemic.
The Joint Venture company is expected to be impacted by COVID-19 due to
lockdowns in the Philippines which may affect operations periodically and also
delay ordering equipment and supplies.
Marketplace Risk
The Company is operating in a competitive market and faces competition from
other companies who do or may in the future offer a similar service on similar
terms. Competitors may have much greater access to capital than the Company
and therefore may be able to bring products to market sooner.
If the Company is unable to attract sufficient and potential customers at the
rate expected, the Company may be unable to successfully compete in the market
which may have a material adverse impact on its future prospects.
Joint Venture Risk
The Company has entered a Joint Venture and formed Amala Foods, Inc. in the
Philippines to use food technology to create plant-based products for
restaurants and consumers. Whilst the Joint Venture partners are experienced
in the food industry, the marketplace for plant-based products is competitive
and there can be no guarantee that the Joint Venture will result in a
profitable business venture.
Funding Risk
The Company has not reached breakeven due to the early stage of business
development. This therefore requires that the Company raises additional
capital periodically. There can be no guarantees that additional capital will
be available when required.
Key Personnel Risk
The loss of/inability to attract key personnel could adversely affect the
business of the Company. The Company is dependent on the experience and
abilities of its executive Directors and certain Senior Managers and
technology staff. If such individuals were to leave the Company, and the
Company was unable to attract suitable experienced personnel to compensate for
those departing, it could have a negative impact on the rate of growth of the
business.
Compliance Risk
The Company may process personal data (names, emails and telephone numbers),
which may be considered sensitive, as part of its business. The Company may be
subject to investigative or enforcement action by regulatory authorities in
the Company's countries of operations if it acts or is perceived to be acting
inconsistently with the terms of its privacy policy, customer expectations or
the law. The Company will continue to monitor its policies to ensure on-going
compliance with the General Data Protection Regulation (GDPR) regulations.
Brexit Risk
The Company has not made contingency plans for risks associated with Brexit
albeit this is not expected to impact the business given the locations of its
current activities.
Any risks that may arise will be mitigated through on-going review by
Management and reporting of KPIs to the Board for periodic review and strategy
amendment as required. Further details are provided in the Strategic Report
section.
Corporate Governance
The Company is registered in Jersey. There is no applicable regime of
corporate governance to which the directors of a Jersey company must adhere
over and above the general fiduciary duties and duties of care, skill and
diligence imposed on such directors under Jersey law. As a Jersey company and
a company with a Standard Listing, the Company is not required to comply with
the provisions of the UK Corporate Governance Code. The Directors have
responsibility for the overall corporate governance of the Company and
recognise the need for appropriate standards of behaviour and accountability.
The Directors are committed to the principles underlying best practice in
corporate governance and have regard to certain principles outlined in the UK
Corporate Governance Code to the extent they are considered appropriate for
the Company given its size, early stage of operations and complexities.
Internal Control
The Directors acknowledge they are responsible for the Group's system of
internal control and for reviewing the effectiveness of these systems. The
risk management process and systems of internal control are designed to manage
rather than eliminate the risk of the Group failing to achieve its strategic
objectives. It should be recognised that such systems can only provide
reasonable and not absolute assurance against material misstatement or loss.
The Company has well established procedures which are considered adequate
given the size of the business. The Company is at an early stage in its
development and directors and senior management are directly involved in
approving all significant investment and expenditure decisions of the Company
and its subsidiaries.
Audit Committee
The Company has established an Audit Committee with delegated duties and
responsibilities. The Audit Committee is responsible, amongst other things,
for making recommendations to the Board on the appointment of auditors and the
audit fee, monitoring and reviewing the integrity of the Company's accounts
and any formal announcements on the Company's financial performance as well as
reports from the Company's auditors on those accounts. Since the resignation
of Simon Perrée, the Audit Committee includes only Jonathan Morley-Kirk,
which the Board has deemed is reasonable for the time being but will be
expanded once growth allows it.
Events after the Reporting Period
Refer note 23 to the audited accounts.
Company Directors (served during the year)
Audit Remuneration Committee
Position Appointment Date Committee
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016 Chair Member
Simon Perrée* Non-Executive Director 30 July 2018 Member Chair
Aidan Bishop Executive Director 16 April 2016 - -
* Resigned 24 September 2020
Role of the Board
The Board sets the Group's strategy, ensuring that the necessary resources are
in place to achieve the agreed strategic priorities, and reviews management
and financial performance. It is accountable to shareholders for the creation
and delivery of strong, sustainable financial performance and monitoring the
Group's affairs within a framework of controls which enable risk to be
assessed and managed effectively. The Board also has responsibility for
setting the Group's core values and standards of business conduct and for
ensuring that these, together with the Group's obligations to its
stakeholders, are widely understood throughout the Company.
Directors Remuneration
The remuneration of the Executive Director is fixed by the Remuneration
Committee, which comprises of the Non-Executive Director. The Remuneration
Committee is responsible for reviewing and determining the Company policy on
executive remuneration and the allocation of long-term incentives to
executives and employees. The remuneration of Non-Executive Directors is
determined by the Board. In setting remuneration levels, the Company seeks to
provide appropriate reward for the skill and time commitment required in order
to retain the right caliber of Director at an appropriate cost to the Company.
The remuneration paid to, or receivable by, Directors in respect of 2021 and
2020 in relation to the period of their appointment as Director is GBP 150,000
(2020 - GBP 160,000). The Directors agreed these would be converted to equity
through the Company's Salary Sacrifice scheme (as outlined in note 7 to the
audited accounts). All amounts are short term in nature. The directors did not
receive any remuneration in the form of share based payments, post-employment
benefits, termination benefits or other long-term benefits in the year ended
31 March 2021 (2020: none)
31 Mar 2021 31 Mar 2020
(GBP) (GBP)
Executive Directors
Aidan Bishop 120,000 120,000
Non-executive Directors
Jonathan Morley-Kirk 20,000 20,000
Simon Perrée* 10,000 20,000
Total Remuneration 150,000 160,000
* Resigned 24 September 2020. No termination benefits were paid.
Monza Capital Ventures Limited, which is associated with Aidan Bishop. held
55,018,687 shares in the Company at 31 March 2020 and 31 March 2021. Jonathan
Morley-Kirk held no shares in the Company at 31 March 2020 and 31 March 2021.
Aidan Bishop held 16,267,462 share options at 31 March 2020 and 31 March 2021.
Jonathan Morley-Kirk held 444,444 share options at 31 March 2020 and 31 March
2021.
Share Capital
At 31 March 2021 the issued share capital of the Company stood at 373,620,823
- with 24,670,468 new shares having been issued during the period (refer note
18 to the audited accounts).
Substantial Shareholders
At 31 March 2021 the following had notified the Company of disclosable
interests in 5% or more of the nominal value of the Company's shares.
Number %
Fiske Nominees Limited* 141,989,699 38.0%
Hargreaves Lansdowne (Nominees) Limited 38,419,130 10.3%
Interactive Investor Services Nominees Limited 22,611,716 6.1%
* Includes 55,018,687 shares held by Monza Capital Ventures Limited,
which is associated with Aidan Bishop. Monza Capital Ventures Limited
continued to hold 55,018,687 shares at the date of this Annual Report.
Employees
The Company has a policy of equal opportunities throughout the organisation
and is proud of its culture of diversity and tolerance. Employees benefit from
regular communication both informally and formally with regard to Company
issues.
Disclosure of Information to Auditor
So far as the Directors are aware, there is no relevant audit information of which the company's auditor
is unaware; and each Director has taken all the steps that 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 auditor is
aware of that information.
The Directors confirm to the best of their knowledge that:
· 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 the
undertakings included in the consolidation taken as whole;
· the strategic report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
· the annual report and accounts, taken as a whole, are fair, balanced
and understandable and provide the information necessary for shareholders to
assess the Company's position and performance, business model and strategy.
Auditor Appointment
The Company's auditor, PKF Littlejohn LLP, was initially appointed on 23 March
2020 and reappointed on 12 Dec 2020 and this is their second year of
continuous appointment. It is proposed by the Board that they be reappointed
as auditors at the forthcoming AGM. The auditors have expressed their
willingness to continue in office.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report and the accounts
in accordance with applicable laws and regulations. The Directors have
prepared the accounts for each financial period which present fairly the state
of affairs of the Group and the profit or loss of the Group for that period.
The Directors have chosen to use the International Financial Reporting
Standards ("IFRS") as adopted by the European Union in preparing the Company's
accounts.
International Accounting Standard 1 requires that accounts present fairly for
each financial period the Company's financial position, financial performance
and cash flows. This requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and expenses set out
in the International Accounting Standards Board's 'Framework for the
preparation and presentation of accounts. In virtually all circumstances, a
fair presentation will be achieved by compliance with all applicable
International Financial Reporting Standards.
A fair presentation also requires the Directors to:
· consistently select and apply appropriate accounting policies;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· make judgements and accounting estimates that are reasonable and
prudent;
· provide additional disclosures when compliance with the specific
requirements in IFRS as adopted by the European Union is insufficient to
enable users to understand the impact of particular transactions, other events
and conditions on the entity's financial position and financial performance;
· state that the Group has complied with IFRS as adopted by the
European Union, subject to any material departures disclosed and explained in
the accounts; and
· prepare the accounts on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are also required to prepare accounts in accordance with the
rules of the London Stock Exchange for companies trading securities on the
Stock Exchange.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company, for safeguarding the assets, for taking reasonable steps for the
prevention and detection of fraud and other irregularities and for the
preparation of accounts.
Financial information is published on the Company's website. The maintenance
and integrity of this website is the responsibility of the Directors; the work
carried out by the auditors does not involve consideration of these matters
and, accordingly, the auditors accept no responsibility for any changes that
may occur to the accounts after they are initially presented on the website.
Legislation in Jersey governing the preparation and dissemination of accounts
may differ from legislation in other jurisdictions.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
· The Company's accounts have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European
Union and give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Group.
· The annual report includes 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 they
face.
This Directors' Report was approved by the Board of Directors on 01 December
2021 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
01 December 2021
STRATEGIC REPORT
The Company's strategy has undergone several significant strategic changes
during the year.
COVID-19 had a significant impact on the BigDish technology business with the
hospitality industry in UK experiencing much upheaval. The outlook for sector
remains uncertain.
The Company determined that due to the uncertainty in the UK hospitality
sector, it was best to monitor how the BigDish technology could best serve
restaurants and consumers. The Company continues to monitor the situation and
is evaluating how best to modify its technology.
There were positive developments when the Company created a Joint Venture
Company, Amala Foods, Inc. which was announced on 3 February 2021 and formally
approved by the SEC on 27 May 2021. The Company will produce plant-based food
products and distribute to restaurants and consumers. It is envisaged that a
technology platform will be beneficial to the Company as digital distribution
channels will enable the Company to reach more customers.
The Joint Venture is at early stage and the Company announced the Key
Performance Indicators for the venture on 3 February 2021 for the initial
six-month period which is to complete the development of up to six products
ready to be commercialized through both direct-to-consumer and
business-to-business (B2B) sales channels.
The Company changed its name to Amala Foods PLC on 25 February 2021. On 9
August 2021, the Company announced that the initial targets had been achieved.
The plant-based sector is experiencing exponential growth and is an exciting
opportunity for the Company. The experience of the Joint Venture partners has
accelerated the research and development process significantly.
The Directors continue to monitor the hospitality sector and are confident
that opportunities will once again be presented for technology to benefit the
business.
Aidan Bishop
Executive Director
01 December 2021
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AMALA FOODS PLC
Independent Auditor's Report to the Members of the Company
Opinion
We have audited the financial statements of Amala Foods Plc (the 'Group') for
the year ended 31 March 2021 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cashflow
Statement and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial Report
Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's affairs as
at 31 March 2021 and of its loss for the year then ended; and
· have been properly prepared in accordance with IFRSs as adopted
by the European Union
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 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 entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that
the Group are loss making, having incurred a loss of £998,368 in the year
ended 31 March 2021 and are dependent on obtaining financing in order to meet
its working capital requirements over the 12 months from the date of this
audit report. As stated in note 2, these events or conditions, along with the
other matters as set forth in note 2, indicate that a material uncertainty
exists that may cast significant doubt on the Group's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
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 Group's ability to continue to adopt the going concern basis
of accounting included reviewing and challenging cashflow forecasts prepared
by Management covering the going concern period, including the key
assumptions made and discussing their strategies regarding future fund raises.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures.
Materiality for the consolidated financial statements was set as £40,000
(2020: £70,000) based upon loss before tax. Materiality has been based upon
loss before tax due to the significant value of the items within the
Consolidated Statement of Comprehensive Income relative to the balances within
the Consolidated Statement of Financial Position. Performance materiality and
the triviality threshold for the consolidated financial statements was set at
£30,000 (2020: £49,000) and £2,000 (2020: £3,500) respectively due to this
being our second year of engagement and the assessed level of risk. We also
agreed to report any other differences below that threshold that we believe
warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular we looked at
areas involving significant accounting estimates and judgements by the
directors and considered future events that are inherently uncertain, such as
the recoverable value of the Group's investment in joint ventures. We also
addressed the risk of management override of internal controls, including
among other matters consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of all
5 components of the Group, two of which were struck off in the year and one
which was disposed of.
Of the five reporting components of the Group, one is located in each of the
following: Jersey, the United Kingdom, Hong Kong, the Philippines and
Indonesia. PKF Littlejohn LLP audited the ultimate parent company, situated in
Jersey, and all reporting components. The Engagement team conducted audit work
in the United Kingdom but interacted regularly with the Management team in the
Philippines during all stages of the audit and was responsible for the scope
and direction of the audit process. This, in conjunction with additional
procedures performed, gave us appropriate evidence for our opinion on the
Group financial statements.
Key audit matters
Except for the matter described in the Material uncertainty related to going
concern section, we have determined that there are no other key audit matters
to communicate in our report.
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 Group financial statements does not cover
the other information and we do not express any form of assurance conclusion
thereon.
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 misstated. 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.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the Group 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 Group financial statements, the directors are responsible for
assessing the Group'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 Group 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.
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. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
· We identified areas of laws and regulations that could reasonably
be expected to have a material effect on the financial statements from our
sector experience and through discussion with the Directors, namely the UK
Listing Rules, Disclosure Rules and Transparency Rules and the Companies
(Jersey) Law 1991. We considered the event of compliance with those laws and
regulations as part of our procedures on the related financial statement
items. We communicated laws and regulations throughout our audit team and
remained alert to any indications of non-compliance throughout the audit of
the Group.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included, but were not
limited to:
o Discussions with Management regarding compliance with laws and regulations
by the Company and all components;
o Reviewing board minutes; and
o Review of regulatory news announcements made.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 23 March 2020. 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.
Joseph Archer (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2021 and 31 March 2020
31 Mar 2020
31 Mar 2021 (Re-stated)
Note
GBP GBP
Sales
income
- 22,304
Cost of
sales
- (2,823)
Gross
profit
- 19,481
Administrative
expenses
(754,562) (1,404,533)
Impairment
loss/gain
-
-
Share based payments expense
21
(193,727) (103,145)
Operating
loss
(948,289) (1,488,197)
Interest
income
22,082 7,740
Other
income
6
82,344 -
Loan note
interest
(19,413) -
Loss from continuing
operations
6
(863,276) (1,480,457)
Loss from discontinued
operations
9
(162,589) -
Gain/loss on disposal of
subsidiary
27,497 -
Loss before
taxation
(998,368) (1,480,457)
Income tax
expense
8
-
-
Loss after
taxation
(998,368) (1,480,457)
Exchange difference on translating foreign
operations*
3,272 (45,363)
Total comprehensive loss for the
period
(995,096) (1,525,820)
Earnings per share:
Basic and diluted loss per
share
18
(0.0028) (0.0044)
*To be reclassified to Profit and Loss if the foreign entity is sold.
The accompanying accounting policies and notes form an integral part of these
accounts.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March 2021
31 Mar 2020 31 Mar 2019
31 Mar 2021 (Re-stated) (Re-stated)
Note
GBP
GBP GBP
Non-current assets
Property, Plant &
Equipment
13
-
15,080 -
-
15,080 -
Current assets
Trade and other
receivables
12
229,923
280,216 28,568
Cash and cash
equivalents
14
139,633
387,616 43,504
369,556 667,832
72,072
Current liabilities
Trade and other
payables
15/22
(116,775) (147,269)
(987,932)
Borrowings
15
-
(5,186) (4,744)
(116,775) (152,455)
(992,676)
Non-current liabilities
Trade and other
payables
15 -
- (31,562)
Borrowings
15 (200,000)
(10,561) (12,500)
(200,000) (10,561)
(44,062)
Net
assets/(liabilities)
52,781
519,896 (964,666)
Equity
Issued share
capital
18
6,455,154 5,972,980
3,239,914
Retained
earnings
(7,762,748) (6,841,192) (5,360,735)
Other
reserves
17/22 1,360,375
1,388,108 1,156,155
Total
equity
52,781
519,896 (964,666)
The accompanying accounting policies and notes form an integral part of these
accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
01 December 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 31 March 2021
Share
Retained Other
Total
Capital Earnings reserves
Equity
Note GBP
GBP GBP
GBP
At 31 March 2019
3,239,914
(5,360,735) 879,703 (1,241,118)
Prior period adjustment
22
-
-
276,452 276,452
At 31 March 2019 (Re-stated)
3,239,914 (5,360,735)
1,156,155 (964,666)
Loss for the period
- (1,455,457)
- (1,455,457)
Other comprehensive income for the period
-
-
45,363 45,363
Total comprehensive income for the
period
- (1,455,457)
45,363 (1,410,094)
Share options
reserves
-
-
103,145 103,145
Shares to be issued reserve
-
-
(29,516) (29,516)
Issue of new ordinary shares (net)
18 2,733,066
-
- 2,733,066
Total transactions with owners
2,733,066 -
73,629 2,806,695
At 31 March 2020
5,972,980 (6,816,192)
1,275,147 431,935
Prior period adjustment
22
-
(25,000) 112,961 87,961
At 31 March 2020 (Re-stated)
5,972,980 (6,841,192)
1,388,108 519,896
Loss for the period
- (998,368)
- (998,368)
Other comprehensive income for the period
-
- 3,272
3,272
Total comprehensive income for the
period
- (998,368) 3,272
(995,096)
Share options
reserves
-
-
166,765 166,765
Shares to be issued reserve
-
-
(120,958) (120,958)
Issue of new ordinary shares (net)
18 482,174
-
- 482,174
Share based
payments
- 76,812
(76,812) -
Total transactions with owners
482,174
76,812 (31,005)
(527,981)
At 31 March 2021
6,455,154 (7,762,748)
1,360,375 52,781
The accompanying accounting policies and notes form an integral part of these
accounts.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2021 and 31 March 2021
31 Mar 2021 31 Mar 2020
Note
GBP GBP
Cash flows from operating activities
Cash received from
customers
- 16,048
Cash paid to suppliers &
employees
(366,318) (1,349,440)
Cash received as subsidy from UK
government
82,344 -
Net cash from operating
activities
(283,974) (1,333,392)
Cash flows from investing activities
Property, plant & equipment
purchase
- (18,991)
Net cash used in investing
activities
- (18,991)
Cash flows from financing activities
Loan
repayments
(14,009) (4,740)
Loan
issued
- (250,000)
Cash received from loan
receivable
50,000 -
Net proceeds from share capital
issue
- 1,951,235
Net cash from financing activities
35,991 1,696,495
Net increase in
cash
(247,983) 344,112
Cash and cash equivalents at start of
period
387,616 43,504
Cash and cash equivalents at end of the period
14
139,633 387,616
There have been significant non-cash transactions relating to the settlement
of operating and financial liabilities in the period with all shares issued in
the year were to settled operating and financial liabilities (refer notes 16
and 18).
The accompanying accounting policies and notes form an integral part of these
accounts.
NOTES TO THE ACCOUNTS
For the year ended 31 March 2021
1. GENERAL INFORMATION
Amala Foods Plc ('Company') is a public company limited by shares. It was
incorporated on 11 April 2016 and is registered (registered number 121041) and
domiciled in Jersey. The Company's ordinary shares are on the Official List of
the UK Listing Authority in the standard listing section of the London Stock
Exchange (reference DISH).
2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRS)
The Group's accounts have been prepared in accordance with IFRS and
International Financial Reporting Interpretations Committee ('IFRIC')
interpretations as adopted by the European Union at 31 March 2021.
The accounts are prepared under the historical cost convention unless
otherwise stated in the accounting policies.
The accounts are presented in GB Pounds ('GBP'), which is the functional
currency of the Group and are rounded to the nearest pound.
Certain amounts included in the consolidated accounts involve the use of
judgement and/or estimation. Judgements, estimations and sources of estimation
uncertainty are discussed in note 3.
2.1 In issue and effective for periods commencing on 01 April 2020
New standards and interpretations currently in issue and effective, based on
EU mandatory effective dates, for accounting periods commencing on 01 April
2020 are:
Standard Impact on initial application Effective date
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
IFRS 9, IAS 39 and IFRS 7 (amendments) Interest Rate Benchmark Reform 01 January 2020
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
The implementation of the standards and interpretations above did not have a
material impact on the Group.
Other standards and amendments did not have a material impact on the Group in
the year.
2.2 In issue but not effective for periods commencing on 01 April 2020
The following standards, amendments and interpretations which have been
recently issued or revised and are mandatory for the Group's accounting
periods beginning on or after 1 April 2020 or later periods have not been
adopted early:
Standard Impact on initial application Effective date
IFRS standards (amendments) Interest rate benchmark reform 01 January 2021
IFRS 3 (amendments) Business combinations 01 January 2022
IAS 37 (amendments) Onerous contracts 01 January 2022
IFRS standards (amendments) 2018-2020 annual improvement cycle 01 January 2022
IAS 16 (amendments) Proceeds before intended use 01 January 2022
IFRS 17 Insurance Contracts 01 January 2023
IFRS 17 (amendments) Insurance contracts 01 January 2023
IAS 1 (amendments) Reclassification of liabilities as current or non-current 01 January 2023
2.2 In issue but not effective for periods commencing on 01 April 2020
(continued)
The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Group.
2.3 Going Concern
The Group has the following loans, which total GBP 200,000 at 31 March 2021
(31 March 2020, GBP 15,747):
31 Mar 2021 31 Mar 2020
GBP GBP
Commercial loan from Lloyds Bank,
UK
- 15,747
Loan from other
parties
200,000 -
The Group made a consolidated loss in the year of GBP 998,368. At 31 March
2021, the consolidated cash held was GBP 139,633 and the Group had
consolidated current liabilities of GBP 116,775.
The Company announced on 24 September 2020 that it had entered into a
short-term funding arrangement for GBP 500,000 of which GBP 200,000 was drawn
down. After the period, the Company announced on 9 August 2021 that the
funding term had been extended to Q1 2022 with the remaining loan balance
being received.
Based on the above and the cashflows forecasted by the Directors over the next
12 months, the Directors believe that further funding will be required to be
raised during this period in order to enable the Group to meet its obligations
as they fall due and to continue to fund the operations of the new joint
venture Company.
The Directors are confident that further funds will be able to be raised
either via share placings, through additional loan facilities being obtained
or a combination and therefore the financial statements have been prepared on
the going concern basis. However, as a result of the requirement to raise
further funds in the next 12 months, they acknowledge that a material
uncertainty relating to going concern exists.
The Directors acknowledge COVID-19 has had, and may continue to have, an
adverse impact on economic growth globally and capital markets. However, the
Directors are confident that despite this, sufficient funds will be able to be
raised when required during the next 12 months to enable the Group to meet its
obligations as they fall due.
The accounts have therefore been prepared on a going concern basis. The
auditors make reference to going concern by way of a material uncertainty
within their audit report.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION
UNCERTAINTY
Certain amounts included in the accounts involve the use of judgement and/or
estimation. These are based on management's best knowledge of the relevant
facts and circumstances, having regard to prior experience. However,
judgements and estimations regarding the future are a key source of
uncertainty and actual results may differ from the amounts included in the
accounts. Information about judgements and estimation is contained in the
accounting policies and/or other notes to the accounts. The key areas are
summarised below.
3.1 Share based payments
Judgement is required when share based options made available to management
(refer note 21 of the audited accounts), to determine the nature of the
derivatives and the model to be used when valuing the instruments. Management
have determined that the Monte Carlo and Black-Scholes models are appropriate
models for the valuation of the share based payments.
4. ACCOUNTING POLICIES
The principal accounting policies are as determined below.
4.1 Business combinations and goodwill
The Group financial statements consolidate the results of the Company and its
subsidiary undertakings using the acquisition accounting method. On
acquisition of a subsidiary, all of the subsidiary's identifiable assets and
liabilities which exist at the date of acquisition are recorded at their fair
values reflecting their condition on that date. The results of subsidiary
undertakings acquired are included from the date of acquisition. In the event
of the sale of a subsidiary, the subsidiary results are consolidated up to the
date of completion of the sale.
Subsidiaries are all those entities over which the parent has control. Control
exists if the parent is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns
through its power over the subsidiary.
The costs of acquisition are recognised in the income statement. Identifiable
assets acquired, liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date irrespective of the extent of any Non-controlling interest.
The excess of the cost of acquisition over the fair value of the Group's share
of the identifiable net assets acquired is recorded as goodwill. If the cost
of the acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement as a gain.
Transactions, balances and unrealised gains and losses on transactions between
Group companies are eliminated, unless the unrealised loss provides evidence
of an impairment of the asset transferred.
There is no goodwill in the Group's consolidated statement of financial
position.
4.2 Financial assets
Financial assets are classified as either financial assets at amortised cost,
at fair value through other comprehensive income or at fair value through
profit or loss depending upon the business model for managing the financial
assets and the nature of the contractual cash flow characteristics of the
financial asset.
A loss allowance for expected credit losses is determined for all financial
assets, other than those at FVPL, at the end of each reporting period. The
Group applies a simplified approach to measure the credit loss allowance for
trade receivables using the lifetime expected credit loss provision.
The lifetime expected credit loss is evaluated for each trade receivable
taking into account payment history, payments made subsequent to year end and
prior to reporting, past default experience and the impact of any other
relevant and current observable data. The Group applies a general approach on
all other receivables classified as financial assets. The general approach
recognises lifetime expected credit losses when there has been a significant
increase in credit risk since initial recognition.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
party.
The Group derecognises financial liabilities when the Group's obligations are
discharged, cancelled or have expired.
4.3 Foreign currency translation
Functional and presentational currency
The functional currency of the Company is GBP in the reporting period as it is
the currency which most affects each company's revenue, costs and financing.
The Group's presentation currency is the GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions,
and from the translation at reporting period end exchange rates of monetary
assets and liabilities denominated in foreign currencies, are recognised in
the income statement.
4.4 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and
short term highly liquid investments and are measured at cost which is deemed
to be fair value as they have short-term maturities.
4.5 Financial liabilities
Financial liabilities include convertible loans and trade and other payables.
In the statement of financial position these items are included within Current
liabilities. Financial liabilities are recognised when the Group becomes a
party to the contractual agreements giving rise to the liability. Interest
related charges are recognised as an expense in Finance costs in the income
statement unless they meet the criteria of being attributable to the funding
of construction of a qualifying asset, in which case the finance costs are
capitalised.
Trade and other payables and convertible loans are recognised initially at
their fair value and subsequently measured at amortised costs using the
effective interest rate, less settlement payments.
4.6 Income taxes
Current income tax liabilities comprise those obligations to fiscal
authorities in the countries in which the Group carries out operations and
where it generates its profits. They are calculated according to the tax rates
and tax laws applicable to the financial period and the country to which they
relate. All changes to current tax assets and liabilities are recognised as a
component of the tax charge in the income statement.
Deferred income taxes are calculated using the liability method on temporary
differences. This involves the comparison of the carrying amount of assets and
liabilities in the consolidated accounts with their respective tax bases.
However, deferred tax is not provided on the initial recognition of goodwill,
nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects taxes or accounting profit.
Deferred tax liabilities are provided for in full; deferred tax assets are
recognised when there is sufficient probability of utilisation. Deferred tax
assets and liabilities are calculated at tax rates that are expected to apply
to their respective period of realisation, provided they are enacted or
substantively enacted at the balance sheet date.
4.7 Revenue
Revenue is generated from one stream - the provision of BigDish services to
restaurant partners. The Group, in accordance with IFRS15, recognises Revenue
when control of goods and services are transferred to a customer, which is
when the user of the BigDish App has dined with the restaurant partners.
4.8 Research and Development
Expenditure on research activities is recognised as an expense in the period
in which it is incurred. When expenditure meets the relevant recognition
criteria for development these costs are capitalised..
4.9 Segmental Reporting
An operating segment is a component of the Group engaged in revenue generation
activity that is regularly reviewed by the Chief Operating Decision Maker
(CODM) for the purposes of allocating resources and assessing financial
performance. The CODM is considered to be the Board of Directors.
The Group's operating segments are based on geographical location determined
as Jersey, Hong Kong, Indonesia, Philippines and the United Kingdom (refer
note 5).
4.10 Share capital and unissued share capital
Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity and have no par value.
Costs directly associated with the issue of shares are charged to share
capital.
Where the Company has a contractual right to issue a fixed number of shares to
settle a fixed liability it recognises unissued share capital pending the
issue of shares.
4.11 Provisions, contingent liabilities and contingent assets
Other provisions are recognised when the present obligations arising from
legal or constructive commitment, resulting from past events, will probably
lead to an outflow of economic resources from the Group which can be estimated
reliably.
Provisions are measured at the present value of the estimated expenditure
required to settle the present obligation, based on the most reliable evidence
available at the balance sheet date. All provisions are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.
4.12 Share-based payments and valuation of share options and warrants
The calculation of the fair value of equity-settled share-based awards
requires assumptions to be made regarding future events and market conditions.
These assumptions include the future volatility of the Company's share price.
These assumptions are then applied to a recognised valuation model in order to
calculate the fair value of the awards.
Where employees, directors or advisers are rewarded using share-based
payments, the fair value of the employees', directors' or advisers' services
are determined by reference to the fair value of the share options/warrants
awarded. Their value is appraised at the date of grant and excludes the impact
of any non-market vesting conditions (for example, profitability and sales
growth targets). Warrants issued in association with the issue of Convertible
Loan Notes are also represent share-based payments and a share-based payment
charge is calculated for these instruments.
In accordance with IFRS 2, a charge is made to the statement of comprehensive
income for all share-based payments including share options based upon the
fair value of the instrument used. A corresponding credit is made to other
reserves, in the case of options/warrants awarded to employees, directors,
advisers and other consultants.
If service conditions or other vesting conditions apply, the expense is
allocated over the vesting period, based on the best available estimate of the
number of share options/warrants expected to vest. Non-market vesting
conditions are included in assumptions of the number of options / warrants
that are expected to become exercisable, and hence reflected in the
share-based payment charge.
Estimates are subsequently revised, if there is any indication that the number
of share options/warrants expected to vest differs from previous estimates. No
adjustment is made to the expense or share issue cost recognised in prior
periods if the number of share options ultimately vest differs from previous
estimates.
Upon exercise of share options, the proceeds received, net of any directly
attributable transaction costs, up to the nominal value of the shares issued,
are allocated to share capital.
Where share options are cancelled, this is treated as an acceleration of the
vesting period of the options. The amount that otherwise would have been
recognised for services received over the remainder of the vesting period is
recognised immediately within the Statement of Comprehensive Income.
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair value.
4.13 Basis of consolidation
The Group financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries) prepared to
30 March 2021. Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
· Power over the investee (i.e., existing rights that give it the
current ability to direct the relevant activities of the investee).
· Exposure, or rights, to variable returns from its involvement with
the investee
· The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee.
· Rights arising from other contractual arrangements.
· The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control
the subsidiary. The acquisition method is used to account for the acquisition
of subsidiaries.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
4.14 Property plant and equipment
Plant and equipment is stated at cost less accumulated depreciation. Computer
equipment is capitalised for items with a value of more than GBP 1,000 and
amortised over 2 years.
4.15 Discontinued Operations
A discontinued operation is a component of the entity that has been disposed
of or is classified as held for sale and that represents a separate major line
of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or are of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit or
loss
4.16 Joint Ventures
A joint arrangement is classified as either a joint operation or a joint
venture, depending on the rights and obligations of the parties to the
arrangement.
Joint operations arise when the Group has a direct ownership interest in
jointly controlled assets and obligations for liabilities. The Group does not
currently hold this type of arrangement.
Joint ventures arise when the Group has rights to the net assets of the
arrangement. The Group does not currently hold this type of arrangement. For
these arrangements, the Group uses equity accounting and recognises initial
and subsequent investments at cost, adjusting for the Group's share of the
joint venture's income or loss, less dividends received thereafter. When the
Group's share of losses in a joint venture equals or exceeds its interest in a
joint venture it does not recognise further losses.
Joint ventures are tested for impairment whenever objective evidence indicates
that the carrying amount of the investment may not be recoverable. The
impairment amount is measured as the difference between the carrying amount of
the investment and the higher of its fair value less costs of disposal and its
value in use. Impairment losses are reversed in subsequent periods if the
amount of the loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised.
5. SEGMENTAL REPORTING
5.1 Income Statement Jersey Hong Kong* Indonesia* Philippines* UK Total
for the year ended 31 Mar 2021 GBP GBP GBP GBP GBP GBP
Sales income - - - - - -
Cost of sales - - - - - -
Gross Profit - - - - - -
Administration expenses (680,606) - - (93,369) (773,975)
Share based payments expense (193,727) - - - - (193,727)
Interest income 22,082 - - - - 22,082
Other income 82,344 - - - - 82,344
Loss from discontinued activities - (285) 5,278 (167,582) (162,589)
Gain on disposal of asset 27,497 - - - 27,497
Loss for the Period (742,410) (285) 5,278 (167,582) (93,369) (998,368)
* Discontinued operations in year ended 31 March 2021 (refer note 9 of the
audited accounts)
5.2 Statement of Financial Position Jersey Hong Kong Indonesia Philippines UK Total
at 31 Mar 2021 GBP GBP GBP GBP GBP GBP
Non-current assets - - - - - -
Trade and other receivables 229,923 - - - - 229,923
Cash and cash equivalents 105,560 - - - 34,073 139,633
Total assets 335,483 - - - 34,073 369,556
Current liabilities (97,602) - - - (19,173) (116,775)
Non-current liabilities (200,000) - - - - (200,000)
Net assets 37,881 - - - 14,900 52,781
5.3 Income Statement
for the year ended 31 Mar 2020 Jersey Hong Kong Indonesia Philippines UK Total
(Re-stated) GBP GBP GBP GBP GBP GBP
Sales income - - - - 22,304 22,304
Cost of sales - - - - (2,823) (2,823)
Gross Profit - - - - 19,481 19,481
Administration expenses (736,632) (988) (4,840) (235,064) (427,009) (1,404,533)
Share based payments expense (103,145) - - - - (103,145)
Other income 7,740 - - - - 7,740
Loss for the Period (832,037) (988) (4,840) (235,064) (407,528) (1,480,457)
5.4 Statement of Financial Position Jersey Hong Kong Indonesia Philippines UK Total
at 31 Mar 2020 (Re-stated) GBP GBP GBP GBP GBP GBP
Non-current assets - - - 11,443 3,637 15,080
Trade and other receivables 257,740 296 - 11,393 10,787 280,216
Cash and cash equivalents 357,504 - - 23,214 6,898 387,616
Total assets 615,244 296 - 46,050 21,322 682,912
Current liabilities (55,268) - (5,187) (79,741) (12,259) (152,455)
Non-current liabilities - - - - (10,561) (10,561)
Net assets 559,976 296 (5,187) (33,691) (1,498) 519,896
6. LOSS FOR THE PERIOD BEFORE TAX
31 Mar 2019
31 Mar 2020 (Re-stated)
GBP GBP
Loss for the period has been arrived at after charging:
Lease
rentals
43,910
42,103
Auditors remuneration - Group
31,000
29,500
Auditors remuneration -
Subsidiaries
- 2,500
Directors
remuneration
150,000 160,000
Staff
costs
281,137 741,963
Share based payments expense
193,727 128,145
Other
income*
(82,344) -
* Other income relates to COVID-19 funding received from the UK government for
furloughed staff in the year ended 31 March 2021.
7. REMUNERATION
7.1 Remuneration of Management Personnel and Employees
In accordance with IAS 24 - Related party transactions, all Executive and
Non-executive Directors, who are the Group's key management personnel, are
those persons having authority and responsibility for planning, directing and
controlling the activities of the Group. The numbers shown include all staff
due to the nature of the Group's current position - where all staff are key
for the growth of the business. Details of Directors Remuneration is outlined
in the Report of the Directors.
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Wages and salaries and
fees
383,481 741,963
Directors emoluments during the
period*
150,000 160,000
* Refer to Directors Remuneration section of the Report of the Directors
The Group operates a Salary Sacrifice, which uses a Volume Weighted Average
Price (VWAP) as the basis of calculation. In June 2020, the Directors agreed
to convert the sums owed to ordinary equity in accordance with the terms of
the Salary Sacrifice scheme. The Directors and Senior Managers again agreed to
convert the sums owed to ordinary equity in accordance with the terms of the
Salary Sacrifice scheme. Details of the prior year adjustment related to
salary sacrifice are outlined in note 22 of the audited accounts.
7.2 Average Number of Employees
The average number of Employees during the period was made up as follows:
31 Mar 2021 31 Mar 2020
Directors 3 3
Management, Sales and Administration 9 14
ICT 8 10
Average during the period 20 27
8. TAXATION
The Group contains entities with tax losses and deductible temporary
differences for which no deferred tax asset is recognised. A deferred tax
asset has not been recognised because the entities in which the losses and
allowances have been generated either do not have forecast taxable profits in
the coming period, or the losses have restrictions whereby their utilisation
is considered to be unlikely.
The Company is taxed at the standard rate of income tax for Jersey companies
which is 0%. Taxation for other jurisdictions is calculated at the rates
prevailing in the respective jurisdictions.
No subsidiaries had corporation tax liabilities at 31 March 2021 (2020:
£nil).
31 Mar 2021 31 Mar 2020
GBP GBP
Current tax charge - -
Deferred tax charge - -
Total tax charge - -
The tax charge for the period can be reconciled to the loss per the income
statement as follows:
31 Mar 2021 31 Mar 2020
GBP GBP
Loss before taxation (998,368) (1,480,457)
Jersey Corporation Tax at 0% - -
Different tax rates applied in overseas jurisdictions - -
Total tax charge - -
The brought forward tax losses at 31 March 2021 were GBP 7,839,560 (31 March
2020, GBP 6,841,192). No deferred tax asset has recognised as the corporation
tax rate in Jersey is nil and no future profits are expected in the foreign
jurisdiction in which losses have been incurred. Tax losses will not be
utilised in future periods as all subsidiaries, other than BigDish UK Ltd,
were dissolved or sold in the year while BigDish UK Ltd was dissolved post
year-end.
9. DISCONTINUED OPERATIONS
Subsidiaries Big Dish Ltd and Big Dish PT Ventures Ltd were struck off and
dissolved on 28 August 2020 and 3 November 2020 respectively and thus have
been treated as discontinued operations in the financial statements for the
year ended 31 March 2021.
The Company entered into a share purchase agreement with Noel P. Santos for
the sale of the Company's 100% shareholding in BigDish Inc. The sale was
executed on 26 March 2021 and the consideration totalled 1 Philippine Peso.
The Group therefore recognised a gain/loss on disposal in the financial
statements for the year ended 31 March 2021 of GBP27,497.
a) Results of discontinued
operations
Year ended Year ended
31 March 2021 31 March 2020
Revenue
- -
Cost of
sales
- -
Administrative
expenses
(165,201) -
Foreign exchange
gain/(loss)
-
-
Other income
2,612 -
Loss from discontinued
operations
(162,589) -
b) Cashflows from discontinued
operations
Year ended Year ended
31 March 2021 31 March 2020
Operating
(119,037) -
Investing
- -
Finance
95,823 -
Net cash used in discontinued
operations
(23,214) -
c) Assets and liabilities held for sale
All companies classified as discontinued operations in the year-end 31 March
2021 were either struck off during the year or sold and thus held no asset or
liabilities as at 31 March 2021.
10. SUBSIDIARIES
During the period, the principal trading subsidiaries of the Company
(including those directly held by the Company) are shown in the following
table:
Country of Percentage
of ordinary
Name of entity Principal
activity
registration share capital held
BigDish UK Ltd Operating company for the
Group in United Kingdom
UK 100%
The Company completed the acquisition of the 332,709 ordinary shares in UK
registered Table Pouncer Ltd and renamed the company to BigDish UK Ltd in July
2018. BigDish UK Ltd is being used as the trading vehicle for the Group's
operations in the UK. BigDish UK Ltd has ceased trading and was officially
dissolved as of 24 August 2021.
The group discontinued activities in Indonesia, Philippines and Hong Kong in
the year - refer note 9 of the audited accounts.
11. INTELLECTUAL PROPERTY
Intellectual property (IP) is derived from the capitalisation of expenditure
incurred in the internal development of the BigDish application, support
systems and brands. The IP was acquired as part of the acquisition of BigDish
Inc in September 2016 and BigDish UK in July 2018. The IP was impaired in
prior year as the Directors at the time considered that the recoverable value
of the IP was nil and thus fully impaired the IP in accordance with IAS 38.
12. TRADE AND OTHER RECEIVABLES
31 Mar 2021 31 Mar 2020
GBP GBP
Trade
Receivables
100 8,781
Other
Receivables
-
13,399
Loan
Receivables
229,823 257,740
Prepayments
-
296
Balance at end of
period
229,923 280,216
Loan receivables relates to GBP 250,000 was loaned to Poppyflower Investments
Ltd in December 2019 at an interest rate of 10% to be utilised for corporate
and marketing development. GBP 50,000 was repaid during the year ended 31
March 2021. The loan balance was recovered after the year end date.
13. PROPERTY, PLANT & EQUIPMENT
Computer
Equipment Total
Cost
GBP GBP
Opening
balance
18,990 18,990
Acquired during the
period
- -
Disposals in the
period
(18,990) (18,990)
Closing
balance
- -
Depreciation
Opening
balance
(3,911)
(3,911)
Depreciation during the
period
(5,140)
(5,140)
Disposals in the
period
9,051 9,051
Closing
balance
- -
Net Book Value
Opening
balance
15,080 15,080
Acquired during the
period
- -
Depreciation in the period
(5,140) (5,140)
Disposals in the
period
(9,051) (9,051)
Closing
balance
- -
14. CASH AND CASH EQUIVALENTS
31 Mar 2021 31 Mar 2020
GBP GBP
Balance at end of period
139,633 387,616
15. TRADE AND OTHER PAYABLES
15.1 Current Liabilities
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Trade
payables
76,775 116,306
Accruals
40,000 30,963
Borrowings
- 5,186
Balance at end of period
116,775 152,455
15.2 Non-current Liabilities
31 Mar 2021 31 Mar 2020
GBP GBP
Trade
payables
- -
Borrowings
200,000 10,561
Balance at end of period
200,000 10,561
The borrowings are a short-term loan to be used for working capital purposes.
GBP 100k was drawn in October 2020 and GBP 100k in November 2020 at an
interest rate of 7.5% with a 6 month maturity. The repayment terms were
negotiated and extended to Q1 2022. 9,728,720 warrants were issued during
the year ended 31 March 2021 in relation to the loan - refer note 21.1 of the
audited accounts.
16. FINANCIAL INSTRUMENTS
16.1 Financial Assets at amortised cost
31 Mar 2021 31 Mar 2020
GBP GBP
Trade and other
receivables*
229,923 279,920
Cash and cash
equivalents
139,633 387,616
Balance at end of
period
369,556 667,536
16.2 Financial Liabilities at amortised cost
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Current liabilities - trade payables*
76,775
116,306
Non-current liabilities
200,000 10,561
Balance at end of period
276,775 126,867
* Excludes prepayments and accruals
16.3 Liquidity Risk
The Group monitors constantly the cash outflows from day to day business and
monitors long term liabilities to ensure that liquidity is maintained. As
disclosed in the going concern statement in note 2, the Directors do not note
a risk to the Group in this area.
16.4 Interest Rate Risk
At the balance date the Group does not have any long-term variable rate
borrowings. The Directors do not consider the impact of possible interest rate
changes based on current market conditions to be material to the net result
for the year or the equity position at the year ended 31 March 2021 or the
period ended 31 March 2020.
16.5 Foreign Currency Risk
The Group's cash at bank balance consisted of the following currency holdings:
31 Mar 2021 31 Mar 2020
GBP GBP
Cash and cash equivalents
GB Pounds 139,633 364,402
Philippine Pesos - 23,214
- -
Balance at end of period 139,633 387,616
The Group is exposed to transaction foreign exchange risk due to transactions
not being matched in the same currency. This is managed, where possible and
material, by the Group retaining monies received in base currencies in order
to pay for expected liabilities in that base currency. The Group currently has
no currency hedging in place.
The Directors do not consider the impact of possible foreign exchange
fluctuations to be material to the net result for the year or the equity
position at the year-end for either the year ended 31 March 2021 or period
ended 31 March 2020.
The Group's exposure to financial assets and financial liabilities is as shown
in the following tables:
31 Mar 2021 31 Mar 2020
Financial Assets* GBP GBP
GB Pounds 229,923 268,527
Philippine Pesos - 11,393
Other - -
Balance at end of period 229,923 279,920
31 Mar 2020
Financial Liabilities - Current* 31 Mar 2021 (Re-stated)
GBP GBP
GB Pounds 76,375 31,379
Philippine Pesos - 79,740
Other - 5,187
Balance at end of period 76,375 116,306
31 Mar 2021 31 Mar 2020
Financial Liabilities - Non-Current* GBP GBP
GB Pounds 200,000 10,561
Philippine Pesos - -
Other - -
Balance at end of period 200,000 10,561
* Excludes prepayments and accruals
The Group is exposed to foreign exchange risk arising from various currency
exposures primarily with respect to the Philippines Peso, but this is limited
as the Group holds cash balances in GBP and funds expenditure in Philippine
Pesos on a monthly basis.
16.6 Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in a financial loss to the Group. In order
to minimise this risk, the Group endeavours only to deal with companies which
are demonstrably creditworthy and this, together with the aggregate financial
exposure, is continuously monitored. The maximum exposure to credit risk is
the value of the outstanding amounts as follows:
31 Mar 2021 31 Mar 2020
GBP GBP
Trade and other
receivables*
229,923 279,920
Cash and cash
equivalents
139,633 387,616
* Excludes prepayments and accruals
Credit risk on cash and cash equivalents is considered to be acceptable as the
counterparties are substantial banks with high credit ratings. All receivables
are current assets and due within 12 months. The Group has assessed the
expected credit losses as GBP Nil for the year ended 31 March 2021 (2020: GBP
Nil).
17. CAPITAL MANAGEMENT
For the purposes of the Group's capital management, capital includes called up
share capital, share-based payments for options, share-based payments for
warrants and equity reserves attributable to the equity holders of the Company
as reflected in the Statement of Financial Position.
The Group's capital management objectives are to ensure that the Group's
ability to continue as a going concern, and to provide an adequate return to
shareholders.
The Group manages the capital structure through a process of constant review
and makes adjustments to it in the light of changes in economic conditions and
the risk characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Group may issue new shares, adjust dividends
paid to shareholders, return capital to shareholders, or seek additional debt
finance.
The nature of the Group's equity reserves is:
· Reserves - cumulative gains and losses on translating the net assets
of overseas operations to the presentation currency, including warrants
reserve;
· Unissued share capital - this reflects the value of equity that
management has agreed to issue for settlement of remuneration and funding
provided;
· Retained surplus / accumulated losses - comprise the Group's
cumulative accounting profits and losses since inception.
17.1 Reserves
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Translation reserve 81,970 78,698
Share options reserve 949,733 859,779
Warrants reserve 89,733 89,733
Shares to be issued reserve* 238,939 359,898
Balance at end of period 1,360,375 1,388,108
* On 29 June 2020 the Group announced that 11,584,077 ordinary shares were
issued to settle all outstanding liabilities to Pouncer shareholders related
to the purchase of BigDish UK Ltd. Further, the Group will settle outstanding
liabilities to directors and employees under the salary sacrifice scheme.
18. SHARE CAPITAL
18.1 Share Capital
31 Mar 2021
31 Mar 2020
Number*
GBP
Number* GBP
Opening
balance
348,950,355 5,972,980
285,847,519 3,239,914
Ordinary shares - new shares issued during
24,670,468 482,174
63,102,836 2,881,831
the period
Less: cost of issuance
-
-
- (148,765)
Balance at end of period
373,620,823 6,455,154
348,950,355 5,972,980
* Number of shares issued and fully paid
The shares have no par value. At 31 March 2020 and 31 March 2021, the Group
held 11,000,000 treasury shares, which were taken into treasury by the Company
in the period ended 31 March 2019, at no par value.
18.2 Earnings Per Share
31 Mar 2021 31 Mar 2020
GBP GBP
Basic and diluted earnings per share (0.0028) (0.0044)
Loss used to calculate basic and diluted earnings per share (998,368) (1,480,457)
Weighted average number of shares used in calculating basic and diluted 367,121,449 331,542,594
earnings per share
Basic earnings per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding and shares to be issued during the period.
In 2021 and 2020, the potential ordinary shares were anti-dilutive as the
Group was in a loss making position and therefore the conversion of potential
ordinary shares would serve to decrease the loss per share from continuing
operations. Where potential ordinary shares are anti-dilutive a diluted
earnings per share is not calculated and is deemed to be equal to the basic
earnings per share. The warrants and options noted in note 21 could
potentially dilute EPS in the future.
19. RELATED PARTY TRANSACTIONS
The Group owes GBP 69,000 to Aidan Bishop at 31 March 2021 (2020 - GBP
48,500). The Directors agreed that this balance due would be converted to
equity using the same mechanism as the Company's Salary Sacrifice scheme -
which will be actioned in October 2021.
The Group owes GBP15,000 to Jonathan Morley-Kirk at 31 March 2021 (2020 - GBP
1,550). These debts are unsecured and interest free. The Directors agreed that
these balances due would be converted to equity using the same mechanism as
the Company's Salary Sacrifice scheme - which will be actioned in October
2021.
During the year ended 31 March 2021 3,720,169 shares were issues to Monza
Capital Ventures Ltd, a party associated with Aidan Bishop, in lieu of shares
due to Aidan Bishop under the salary sacrifice scheme.
20. LEASE COMMITMENTS
The Group had minimum lease payments under operating leases as set out below.
31 Mar 2021 31 Mar 2020
GBP GBP
Less than one
year
- 32,619
Between one year and five
years
- -
Balance at end of
period
- 32,619
21. SHARE OPTIONS AND WARRANTS
21.1 Share Warrants
Warrants are denominated in Sterling and are issued for services provided to
the group or as part of the acquisition of a subsidiary.
There were 34,151,130 warrants issued in connection with the IPO in July 2018.
The Company issued 6,851,116 warrants, in relation to the acquisition of
BigDish UK Ltd, at a strike price of 4.156p in August 2019 with an exercise
date of February 2021. The Company announced in June 2019 that 500,000
warrants had been converted at 4.5p.
In October 2020 the Company issued 4,324,320 warrants at an exercise price of
1.35p and in November 2020 the 5,404,400 warrants at an exercise price 1.1p in
relation to the short-term funding - refer note 15.2 of the audited accounts.
In the year ended 31 March 2021 the Company recognised Share Based Payments
expenses of GBP 105,936 in respect of warrants (31 March 2020, GB 94,000).
The warrants outstanding and exercisable at 31 March 2021 are:
No. outstanding and exercisable
Exercise price No. issued No. exercised No. lapsed Expiry date
Issued in the period
ended 31 Mar 2019
4.50p 3,154,585 (500,000) - 2,654,585 02 August 2021
9.00p 11,111,111 - (11,111,111) - 02 August 2020
4.50p 444,444 - (444,444) - 02 August 2020
6.75p 597,695 (597,695) - 01 February 2020
9.00p 18,843,295 - (18,843,295) - 02 August 2019
Issued in the year
ended 31 Mar 2020
4.156p 6,851,116 - (6,851,116) - 02 February 2021
Issued in the year
ended 31 Mar 2021
1.35p 4,324,320 - - 4,324,320 19 October 2023
1.10p 5,404,400 - - 5,404,400 19 November 2023
Balance at end of period 50,730,966 (500,000) (37,847,661) 12,383,305
21.2 Share Options
On 31 July 2018 and 19 February 2019 share options were granted by the group
to an employee, non-executive directors, executive directors and senior
managers within the Group.
Under the provisions of IFRS 2 a charge is recognised for those share options
and awards under the share plan issued. The estimate of the fair value of the
services received is measured based on the Black-Scholes model for share
options granted under the executive and discretionary share option schemes.
The Monte-Carlo model is used to calculate the fair value of the performance
share plan awards.
The contractual life of the share options is used as an input into this model.
Expectations of early exercise are incorporated into the model. The vesting
period reflects the terms and conditions of the contracts.
In the year ended 31 March 2021 the Company recognised Share Based Payments
expenses of GBP 61,369 (31 March 2020: GBP 103,145) in respect of share
options.
Executive directors share options issued to Aidan Bishop and Joost Boer on 31
July 2018:
The options are equity-settled share-based payments, in recognition of market
performance.
Terms and conditions of the arrangement include:
· Market Performance based conditions; and
· No service condition attached meaning a vesting date is equal to
the grant date.
Employee Share options issued on 31 July 2018:
The options are equity-settled share-based payments, in recognition of goods
and services provided by the employee.
Terms and conditions of the arrangement include:
· No market-based conditions; and
· Vesting period of 2 years from the date of Grant
Non-Executive directors share options issued on 31 July 2018:
The options are equity-settled share-based payments, in recognition of goods
and services provided by the employee.
Terms and conditions of the arrangement include:
· No market-based conditions; and
· No service condition attached meaning a vesting date is equal to
the grant date
Senior manager share options were issued to the Chief Executive Officer on 19
February 2019:
These options are equity-settled share-based payments, in recognition of goods
and services provided by the employee. Terms and conditions of the arrangement
include:
· Half with no market-based conditions and half with market
performance-based conditions; and
· Service condition attached.
The fair value per share of the awards under the share plan granted in the
year was determined using the following assumptions:
31 Mar 2021
19 February 2019 Award 19 February 2019 Award 31 July 2018 Award 31 July 2018 Award 31 July 2018 Award
Senior Managers Senior Managers NED Employee Directors
Number of Shares 7,150,000 7,150,000 888,888 444,444 32,534,924
Share price at grant date 3.7p 3.7p 4.4p 4.4p 4.4p
Exercise price 2p 4.5p 4.5p 4.5p 4.5p
Exercise Period 5 5 10 10 10
Expected Volatility 54% 54% 54% 54% 54%
Expected dividend yield 0.00% 0.00% 0.00% 0.00% 0.00%
Risk free rate of return 1.21% 1.21% 1.46% 1.46% 1.46%
The performance share plan award issued on 31 July 2018 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 9 pence per ordinary shares over a 10-day
period. The remaining half of the awards are based on performance if the group
achieves a share valuation of 18 pence per ordinary shares over a 10-day
period.
The performance share plan award issued on 19 February 2019 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 6 pence per ordinary shares. The remaining
half of the awards are based on performance if the group achieves a share
valuation of 10 pence per ordinary shares. None of the 19 February 2019 share
awards may be exercised within the first 12 months of employment.
The expected volatility is based on a similar listed company adjusted for any
expected changes to future volatility due to publicly available information.
Details of the share options outstanding during the year are as follows:
31 Mar 2021 31 Mar 2020
Number of share options Weighted Average Exercise Price (WAEP) (p) Number of share options Weighted Average Exercise Price (WAEP) (p)
Outstanding at beginning of period 48,168,256 3.76 48,168,256 3.76
Granted during the period - - - -
Outstanding at the end of the period 48,168,256 3.76 48,168,256 3.76
Exercisable at the end of the period 48,168,256 3.76 48,168,256 3.76
The Group recognised GBP 193,727 (2020: GBP 94,000) of expenditure related to
equity-settled share-based payment transactions during the period and recycled
GBP 76,812 from reserves to retained earnings in respect of warrants and
options which lapsed in the period.
21.3 Share Awards
In the period ended 31 March 2019, the Company entered into an agreement with
a number of employees to issue a total of 599,156 shares at a price equal to
the admission price in two years' time should the employees in questions still
be employed by the Company.
With the individuals still being employed at the two-year anniversary and thus
the share awards being due to be issued in the current year, the Company
recognised a share based payment expense totalling £26,962 in the year ended
31 March 2021. Although due, the shares had not been issued to those employees
as at 31 March 2021 and thus the fair value of these share awards is included
within other reserves.
The performance share plan award issued on 31 July 2018 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 9 pence per ordinary shares over a 10-day
period. The remaining half of the awards are based on performance if the group
achieves a share valuation of 18 pence per ordinary shares over a 10-day
period.
The performance share plan award issued on 19 February 2019 is split into two
performance conditions. Half of the awards are based on performance if the
group achieves a share valuation of 6 pence per ordinary shares. The remaining
half of the awards are based on performance if the group achieves a share
valuation of 10 pence per ordinary shares. None of the 19 February 2019 share
awards may be exercised within the first 12 months of employment.
The expected volatility is based on a similar listed company adjusted for any
expected changes to future volatility due to publicly available information.
Details of the share options outstanding during the year are as follows:
31 Mar 2021 31 Mar 2020
Number of share options Weighted Average Exercise Price (WAEP) (p) Number of share options Weighted Average Exercise Price (WAEP) (p)
Outstanding at beginning of period 48,168,256 3.76 48,168,256 3.76
Granted during the period - - - -
Outstanding at the end of the period 48,168,256 3.76 48,168,256 3.76
Exercisable at the end of the period 48,168,256 3.76 48,168,256 3.76
The Group recognised GBP 193,727 (2020: GBP 94,000) of expenditure related to
equity-settled share-based payment transactions during the period and recycled
GBP 76,812 from reserves to retained earnings in respect of warrants and
options which lapsed in the period.
21.3 Share Awards
In the period ended 31 March 2019, the Company entered into an agreement with
a number of employees to issue a total of 599,156 shares at a price equal to
the admission price in two years' time should the employees in questions still
be employed by the Company.
With the individuals still being employed at the two-year anniversary and thus
the share awards being due to be issued in the current year, the Company
recognised a share based payment expense totalling £26,962 in the year ended
31 March 2021. Although due, the shares had not been issued to those employees
as at 31 March 2021 and thus the fair value of these share awards is included
within other reserves.
22. PRIOR PERIOD ADJUSTMENT
Since the approval of the previous consolidated financial statements,
Management have identified errors relating to the year ended 31 March 2020 and
the period ended 31 March 2019.
It was noted that amounts to be settled as at 31 March 2019 and 31 March 2020
under the Company's salary sacrifice scheme had been included within current
trade payables rather than other reserves within equity despite these shares
to be issued meeting the definition of equity per IAS 32. Prior period
adjustments have therefore been processed to reclassify these amounts from
trade payables to other reserves.
In addition, Management also noted that salaries subject to the salary
sacrifice scheme totalling £25,000 which related to services provided in the
year ended 31 March 2020 were not accounted for until the year ended 31 March
2021. An adjustment was therefore processed to recognise this expense in the
year ended 31 March 2020. Other reserves as at 31 March 2020 were increased by
£25,000 accordingly.
The prior period adjustments had the following impact on the Consolidated
Statement of Comprehensive Income and the Consolidated Statement of Financial
Position:
Year ended 31 March 2020:
- Administrative expenses were increased by £25,000;
- Current trade payables were decreased by £87,961;
- Other reserves were increased by £112,961;
- The loss for the year was increased by £25,000; and
- Net assets were increased by £87,961.
Period ended 31 March 2019:
- Current trade payables were decreased by £276,452;
- Other reserves were increased by £276,452;
- There was no impact on the loss for the period; and
- Net liabilities were decreased by £276,452.
23. EVENTS AFTER THE REPORTING PERIOD
On 02 June 2021 the Company announced that the formation of the Joint Venture
with Amala Foods Inc had been approved by the SEC. Further details are
provided in the Strategic Report within this Annual Report and Accounts.
On 09 August 2021 the Company announced that it had extended the term of the
funding agreement to Q1 2022 and received the remaining loan balance due.
On 30 September 2021 the Company announced the voluntary suspension of the
trading in the Company's shares due to a minor administrative issue delaying
completion of the annual audit process.
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