REG - Amala Foods PLC - Half-year Report for period 30 September 2022
31/03/2023 12:45
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RNS Number : 9776U Amala Foods PLC 31 March 2023
Amala Foods Plc
("Amala" or the "Company")
Half Yearly Financial Report Ended 30 September 2022
Amala Foods Plc (LON: DISH), a cash shell company, is pleased to announce the
publication of the Half Yearly Financial Report for the period ended 30
September 2022 which is below this announcement. The Half Yearly Financial
Report will also shortly be available via the National Storage Mechanism.
The Company will now make application to the FCA for the listing to be
restored.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION EU 596/2014 ("MAR").
Enquiries:
Jonathan Morley-Kirk, Non-Executive Chairman
jmk@bluebirdmv.com
REPORT OF THE DIRECTORS
The Directors present the report together with the unaudited interim financial
statements for the Company for the half-year ended 30 September 2022.
The Company
Amala Foods Plc 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 period ended 30 September 2022 was
a cash shell company. The Company signed a Share Purchase Agreement with
Terra Rara UK Ltd that would have resulted in a Reverse Takeover. The
proposed transaction was terminated after the period. The Directors are
actively seeking new opportunities that will lead to a Reverse Takeover.
Results and Dividends
The results of the Company for the half-year ended 30 September 2022 show a
loss before taxation of GBP 82,631
(30 September 2021 showed a loss
of GBP 60,101).
No dividends have been paid during the half-year ended 30 September 2022 or
during the comparative period.
The Directors note that the 30 September 2021 comparatives are re-stated in
this half yearly report as they reflect the Company results only as it had no
subsidiaries or associates at the end of 30 September 2022 or 30 September
2021.
Principal Risks and Uncertainties
The principal business risks that have been identified are as below.
Transaction Risk
There is no guarantee that a suitable transaction will be identified and will
be successfully completed, resulting in a Reverse Takeover. Even if a
transaction is successful, there is no guarantee that the Directors will be
successful in managing the new business and derive the value that is hoped.
Should a transaction not complete, once identified, then the Directors will
need to invest further time and resources in identifying another suitable
target company.
Funding Risk
The Company has not yet achieved profitability and is therefore reliant on
periodically raising finance to fund its expenditure. There can be no
guarantees that additional capital will be available when required. Whilst
the Company raised GBP 405,000 in Convertible Loan Notes after the period,
there is no guarantee that further capital will be available if and when
required to complete a transaction that will result in a Reverse Takeover or
that further capital will be available to fund an enlarged group after the
completion of a transaction. The Directors have taken steps to conserve cash
including not receiving any remuneration until there is a successful Reverse
Takeover.
Key Personnel Risk
The Company is dependent on the experience and abilities of its Directors.
Whilst the Company does not expect any of the Directors to leave the Company,
if such individuals were to leave the Company, and the Company was unable to
attract suitable experienced personnel, it could have a negative impact on the
future prospects of the Company.
Events after the Reporting Period
Refer note 9 of the unaudited interim financial statements.
Company Directors
Audit Remuneration Committee
Position Appointment Date Committee
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016
Aidan Bishop Executive Director 16 April 2016 - -
Note: Celia Li was appointed as a Non-Executive Director on 17 March 2023 and
will join the Remuneration Committee.
Share Capital
At 30 September 2022, the issued share capital of the Company stood at
443,620,823 - with no new shares having been issued during the period.
This Directors' Report was approved by the Board of Directors on 31 March 2023
and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
31 March 2023
STATEMENT OF COMPREHENSIVE INCOME
For the half-year ended 30 September 2022
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
Note
GBP
GBP
Administrative
expenses
(91,327) (96,302)
Interest
income
- 9,707
Fair value
gain
7
8,696 66,494
Impairment
expenses
- (40,000)
Loss before
taxation
(82,631) (60,101)
Income tax
expense
-
-
Loss for the period
4
(82,631) (60,101)
Earnings per share:
Basic and diluted loss per
share
6
(0.0002) (0.0002)
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
at 30 September 2022
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
Note
GBP GBP
Current assets
Trade and other
receivables
5
94,675 34,656
Cash and cash
equivalents
10,743 212,005
105,418 246,661
Current liabilities
Trade and other
payables
(101,335) (90,000)
Borrowings
(627,537) (450,000)
(728,872) (540,000)
Net
assets/(liabilities)
(623,454) (293,339)
Equity
Issued share
capital
6
6,488,490 6,287,269
Retained
earnings
(8,883,963) (7,783,516)
Other
Reserves
8
1,772,019 1,202,908
Total
equity
(623,454) (293,339)
The accompanying notes form an integral part of these financial statements.
These financial statements were approved by the Board of Directors.
Jonathan Morley-Kirk
Chairman
31 March 2023
STATEMENT OF CHANGES IN EQUITY
at 30 September 2022
Share Retained
Other
Total
Capital Earnings Reserves
Equity
GBP GBP
GBP GBP
At 31 March 2021 (unaudited)
6,455,154 (7,723,415) 1,306,142 37,881
Loss for the period
- (60,101)
- (60,101)
Total comprehensive income for the
period
- (60,101)
- (60,101)
Issue of new ordinary shares (net)
(167,885) -
- (167,885)
Reserves
-
-
(103,234) (103,234)
Total transactions with owners
(167,885) -
(103,234) (271,119)
At 30 September 2021 (unaudited)
6,287,269 (7,783,516) 1,202,908
(293,339)
Loss for the period
- (1,017,816)
- (1,017,816)
Total comprehensive income for the
period
- (1,017,816)
- (1,017,816)
Issue of new ordinary shares (net)
201,221
-
- 201,221
Reserves
-
-
511,807 511,807
Total transactions with owners
201,221 -
511,807 713,028
At 31 March
2022
6,488,490
(8,801,332) 1,714,715 (598,127)
Loss for the period
- (82,631)
- (82,631)
Total comprehensive income for the
period
- (82,631)
- (82,631)
Warrants
reserves
-
- (8,696)
(8,696)
Shares to be issued
reserve
-
-
66,000 66,000
Total transactions with owners
- -
57,304 57,304
At 30 September 2022 (unaudited)
6,488,490 (8,883,963) 1,772,019
(623,454)
The accompanying notes form an integral part of these financial statements.
CASH FLOW STATEMENT
For the half-year ended 30 September 2022
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
Note
GBP GBP
Cash flows from operating activities
Cash paid to suppliers &
employees
(9,124) (139,838)
Net cash from operating
activities
(9,124) (139,838)
Cash flows from financing activities
Loan
received
- 246,284
Net cash used in financing
activities
- 246,284
Net increase (decrease) in cash
(9,124) 106,446
Cash and cash equivalents at start of
period
19,867 105,559
Cash and cash equivalents at end of the
period
10,743 212,005
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half-year ended 30 September 2022
1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRS)
The interim financial statements have been prepared in accordance with the
recognition and measurement principles of UK adopted International Accounting
Standards and expected to be effective at the year-end of 31 March 2023. The
accounting policies are unchanged from the financial statements for the year
ended 31 March 2022. The interim financial statements, which have been
prepared in accordance with International Accounting Standard 34 (IAS 34) as
adopted by the European Union, are unaudited. Accounts for the year ended 31
March 2022, prepared in accordance with IFRS, have been filed. The Auditors'
Report on these accounts was unqualified, but did include a material
uncertainty in respect of going concern.
The interim financial statements are for the six months to 30 September 2022.
The interim consolidated financial information does not include all the
information and disclosures required in the annual financial statements and
should be read in conjunction with the Company's annual financial statements
for the year ended 31 March 2022, which were prepared in accordance with UK
adopted International Accounting Standards.
2. GOING CONCERN
The Company entered into a Deed of Standstill with a creditor to reprofile
outstanding debt to a reduced amount of GBP 690,000 that would convert to
shares at the re-admission price upon a Reverse Takeover and that no interest
will accrue and for all existing warrants to be cancelled upon a Reverse
Takeover. Should a Reverse Takeover not take place by 22 September 2023 then
the creditor may call upon cash repayment.
Furthermore, after the balance sheet date, the Company announced that it
raised GBP 405,000 in Convertible Loan Notes that would be largely utilised to
fund a transaction leading to a Reverse Takeover. These Convertible Loan Notes
are automatically converted into shares upon a Reverse Takeover. However,
the holders of the convertible loan notes may call upon cash repayment between
April and the end of June 2023 should there be no Reverse Takeover .
Having prepared and reviewed cashflow forecasts, the Directors have
ascertained that further finance will need to be raised should the convertible
loans be required to be repaid in cash in the next 12 months. The Directors
are confident that should the convertible loan notes, in part or in full,
require repayment then they would be able to raise sufficient funds to be able
to make such repayments whilst still funding the Company's forecasted
expenditure. However, as completion of a reverse takeover by the required
dates and thus avoiding cash repayment of the convertible loan notes is not
guaranteed and given the requirement to raise further funds in such an event,
next 12 months, they acknowledge that a material uncertainty relating to going
concern exists.
The Directors have agreed to not receiving any remuneration due to them as at
30 September 2022 and for their services provided during the period of the
suspension of the listing and until a successful transaction is completed that
results in a Reverse Takeover.
The accounts have therefore been prepared on a going concern basis.
3. SEGMENTAL REPORTING
The Company's operating segments are based on geographical location and
determined solely as Jersey.
4. LOSS FOR THE PERIOD BEFORE TAX
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
GBP GBP
Loss for the period has been arrived at after charging:
Directors
remuneration
70,000
70,000
After the period end date, the Directors agreed to receive no remuneration
that was due and to receive no further remuneration until a successful
transaction resulting in a Reverse Takeover is achieved.
5. TRADE AND OTHER RECEIVABLES
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
GBP GBP
Prepaid Consideration - Amala Foods
Inc
- 34,656
Investment - Terra Rara UK
Ltd
94,675 -
Balance at end of
period
94,675
34,656
Prepaid Consideration - Amala Food Inc was written off as detailed in the 31
March 2022 Annual Report.
Loan receivables at 30 September 2022 relates to USD 125,000 loaned to Terra
Rara UK Ltd on 22 February 2022 with a 1 year term and carries a 0.5% interest
rate. On 17 March 2023, the Company announced that the proposed acquisition of
Terra Rara UK Ltd was terminated.
6. SHARE CAPITAL
6.1 Share Capital
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
Number GBP
Number GBP
Opening
balance
373,620,823 6,287,269 348,950,355 5,972,980
Ordinary shares - new shares issued during the period
70,000,000 210,000 24,670,468 471,690
Loan receivables settlement and
adjustments
- (8,759)
- (157,401)
Closing
balance
443,620,823 6,488,490 373,620,823 6,287,269
The shares have no par value. The Group holds 19,607,383 shares in treasury
(30 September 2021, 11,000,000).
6.2 Earnings Per Share
30 Sep 2022 30 Sep 2021 (unaudited)
(unaudited) GBP
GBP
Basic and diluted earnings per share (0.0002) (0.0002)
Loss used to calculate basic and diluted earnings per share (82,631) (60,101)
Weighted average number of shares used in calculating basic and diluted 443,620,823 373,620,823
earnings per share
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 2022 and 2021, 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 noted in note 7 could potentially dilute EPS in the future.
7. SHARE WARRANTS
Warrants are denominated in Sterling and are issued for services provided to
the Company
Warrants at 30 September 2022:
No. issued and exercisable at 01 Apr 2022 No. outstanding and exercisable at 30 Sep 2021
No. exercised in period No. lapsed in period Expiry date
Exercise price
1.35p 4,324,320 - - 4,324,320 19 October 2023
1.10p 5,404,400 - - 5,404,400 19 November 2023
1.15p 43,478,260 - - 43,478,260 16 July 2025
Closing balance 53,206,980 - - 53,206,980
8. RESERVES
30 Sep 2022 30 Sep 2021
(unaudited) (Re-stated
GBP unaudited)
GBP
Share options reserve 977,617 949,733
Warrants reserve 372.463 23,239
Shares to be issued reserve 421,939 229,936
Balance at end of period 1,772,019 1,202,908
9. EVENTS AFTER THE REPORTING PERIOD
The Company announced on 17 March 2023 that the proposed acquisition of Terra
Rara UK Ltd (announced on 23 May 2022) was terminated. The Directors determine
this to be a non-adjusting event due to their being no intention or
negotiations as at 31 March 2022 to terminate the transaction and therefore no
adjustments have been made to the balance due from Terra Rara UK Ltd as at 31
March 2022 as a result of this subsequent event.
The Company entered into a Deed of Standstill with a creditor to reprofile
outstanding debt to a reduced amount of GBP 690,000 that would convert to
shares at the re-admission price upon a Reverse Takeover and that no interest
will accrue and for all existing warrants to be cancelled upon a Reverse
Takeover.
The Company announced on 17 March 2023 that GBP 405,000 had been raised via
Convertible Loan Notes to fund a transaction leading to a Reverse Takeover.
The Convertible Loan Notes will automatically convert to shares upon a
successful Reverse Takeover at a 50% discount to the Readmission should a
Reverse Takeover be achieved by April 2023 and will be repayable in cash if
not.
The Directors agreed to receive no remuneration that was due and to receive no
further remuneration until a successful transaction resulting in a Reverse
Takeover is achieved.
The Company announced on 17 March 2023 the appointment of Celia Li to the
Board as a Non-Executive Director.
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