REG - Amala Foods PLC - Half-year Report
31/01/2022 10:00
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RNS Number : 1136A Amala Foods PLC 31 January 2022
Amala Foods Plc
("Amala" or the "Company")
Half Yearly Financial Report for the Period Ending 30 September 2021
Amala Foods Plc (LON: DISH), a food technology company, is pleased to announce
the publication of the Half Yearly Financial Report for the Period Ending 30
September 2021. The Report will shortly be available on the Company website
www.eatamala.com and will be uploaded to the National Storage Mechanism. The
Report is laid out below this announcement.
Enquiries:
Jonathan Morley-Kirk, Non-Executive Chairman
jmk@bigdish.com
REPORT OF THE DIRECTORS
The Directors present the report together with the unaudited interim financial
statements for the Group for the half-year ended 30 September 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 period ended 30 September 2021 was
a holding company, holding a Joint Venture plant-based food technology
business in the Philippines, Amala Foods Inc with the Directors believe will
be the value driver of the business going forward.
Amala Foods has made rapid progress with research and development with a
number of plant-based products successfully progressing to the commercial
phase. This was achieved at a fraction of the cost when compared to other
participants in the sector.
In the weeks leading up to the publication of this report, the Company has
received a number of unsolicited preliminary and non-binding approaches by
companies in various sectors that command premium stock market ratings such as
the Rare Earth Elements and technology sectors to utilize the Company's public
listing which the Board has engaged constructively with. These approaches
have indicated that should a deal be completed it would result in a 'see
through' valuation for shareholders that is materially in excess of the
Company's current market capitalization. The Board has discussed in general
terms with key stakeholders regarding this possibility and feedback has been
constructive and supportive. The Company will update the market should this
progress further.
Results and Dividends
The results of the Group for the half-year ended 30 September 2021 show a loss
before taxation of GBP 185,703 (30 September 2020 showed a loss of GBP
426,142).
No dividends have been paid during the half-year ended 30 September 2020 or
during the comparative period.
Operational Activities
The Company's principal activity during the period ended 30 September 2021
was a holding company. The Group's principal activity during this period was
to develop its Joint Venture plant-based food technology business in the
Philippines, Amala Foods Inc. The Company announced completing the initial
research and development phase and has entered the commercialisation phase and
has started supplying its plant-based products. Whilst still at an early
stage, the Directors believe this will be the value driver of the business
going forward
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 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.
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 Chair Chair
Aidan Bishop Executive Director 16 April 2016 - -
The Directors note that the search for a replacement NED is on-going.
Share Capital
At 30 September 2021, the issued share capital of the Company stood at
373,620,823 - with no new shares having been issued during the period.
This Directors' Report was approved by the Board of Directors on 28
January 2022 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
28 January 2022
CONSOLIDATED INCOME STATEMENT
For the half-year ended 30 September 2020
30 Sep 2021 30 Sep 2020
(unaudited) (unaudited)
Note
GBP
GBP
Income
- -
Cost of sales
- -
Gross
profit
- -
Administrative
expenses
(195,410) (515,875)
Interest income
9,707
-
Fair value gain
7
- 89,733
Loss before
taxation
(185,703) (426,162)
Income tax expense
-
-
Loss for the period
4
(185,703) (426,142)
Earnings per share:
Basic and diluted loss per share
6
(0.0005)
(0.0012)
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the half-year ended 30 September 2021
30 Sep 2021 30 Sep 2020
(unaudited) (unaudited)
Note
GBP GBP
Loss for the
period
(185,703) (426,142)
Exchange difference on translating foreign operations*
4,016 (11,887)
Total comprehensive loss for the period
(181,687) (438,029)
*To be reclassified to Profit and Loss if the foreign entity is sold.
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 September 2021
30 Sep 2021 30 Sep 2020
(unaudited) (Re-stated unaudited)
Note
GBP GBP
Non-current assets
Property, plant and equipment
- 6,739
-
6,739
Current assets
Trade and other receivables
5
7,641
237,346
Cash and cash
equivalents
198,253 156,424
205,894 393,770
Current liabilities
Trade and other payables
(124,429)
(170,219)
Borrowings
- (13,403)
(124,429) (183,622)
Non-current liabilities
Trade and other payables
- -
Borrowings
(450,000) -
(450,000) -
Net
assets/(liabilities)
(368,535) 216,887
Equity
Issued share
capital
6
6,215,525 6,444,670
Retained
earnings
(7,948,451) (7,267,334)
Other
Reserves
8
1,364,391 1,039,551
Total
equity
(368,535) 216,887
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
28 January 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
at 30 September 2021
Share Retained
Other Total
Capital
Earnings Reserves Equity
GBP GBP
GBP GBP
At 31 March
2020
5,972,980 (6,816,192) 1,275,147
431,935
Prior period adjustment
-
(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
- (426,142)
- (426,142)
Other comprehensive income for the period
-
- (11,887) (11,887)
Total comprehensive income for the period
-
(426,142) (11,887) (438,029)
Warrants reserves
-
- (89,733) (89,733)
Shares to be issued
-
- (246,937) (246,937)
Issue of new ordinary shares (net)
471,690
-
- 471,690
Total transactions with owners
471,690
(426,142) (348,557)
(303,009)
At 30 September 2020 (/Re-stated/unaudited)
6,444,670 (7,267,334)
1,039,551 216,887
Loss for the period
- (572,226)
- (572,226)
Other comprehensive income for the period
-
- 15,159 15,159
Total comprehensive income for the period
- (572,226)
15,159 (557,067)
Warrants reserves
-
- 89,733 89,733
Share options reserves
-
- 166,765 166,765
Shares to be issued reserve
-
- 125,979 125,979
Issue of new ordinary shares (net) - adjustment
10,484
-
- 10,484
Share based payments
- 76,812
(76,812) -
Total transactions with owners
10,484
(495,414)
320,824 (164,106)
At 31 March
2021
6,455,154
(7,762,748)
1,360,375 52,781
Loss for the period
-
(185,703) - (185,703)
Other comprehensive income for the period
-
- 4,016 4,016
Total comprehensive income for the period
- (185,703)
4,016 (181,687)
Issue of new ordinary shares (net)
(239,629)
- - (239,629)
Total transactions with owners
(239,629) (185,703)
4,016 (421,316)
At 30 September 2021 (unaudited)
6,215,525
(7,948,451) 1,364,391 (368,535)
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED CASH FLOW STATEMENT
For the half-year ended 30 September 2021
30 Sep 2021 30 Sep 2020
(unaudited) (unaudited)
Note GBP
GBP
Cash flows from operating activities
Cash received from customers
-
-
Cash paid to suppliers &
employees
(187,934) (278,822)
Net cash from operating
activities
(187,934) (278,822)
Cash flows from financing activities
Loan
repayments
- (2,370)
Cash received from loan
receivable
- 50,000
Loan
received
246,284
Net cash used in financing activities
246,284 46,730
Net increase (decrease) in cash
58,890
(231,192)
Cash and cash equivalents at start of
period
139,633 387,616
Cash and cash equivalents at end of the period
198,523 156,424
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half-year ended 30 September 2021
1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRS)
The consolidated interim financial statements have been prepared in accordance
with the recognition and measurement principles of International Financial
Reporting Standards as endorsed by the European Union ("IFRS") and expected to
be effective at the year-end of 31 March 2022. The accounting policies are
unchanged from the financial statements for the year ended 31 March 2021. 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 2021, 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 consolidated interim financial statements are for the six months to 30
September 2021. 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 Group's annual financial
statements for the year ended 31March 2021, which were prepared in accordance
with IFRS's as adopted by the European Union.
2. GOING CONCERN
The Group made a consolidated loss in the half-year ended 30 September 2021 of
GBP 185,703. At 30 September 2021, the consolidated cash held was GBP 198,523
and the Group had consolidated liabilities of GBP 574,429 which includes GBP
103,000 due to related parties. The related parties liabilities are expected
to be settled via equity under the Company's salary sacrifice scheme.
The Company has entered into a short-term funding agreement for GBP540,000. As
of the publication date of this report, GBP 450,000 has been drawn down. The
Company announced after the period on 8 December 2021 that it had raised GBP
210,000 via an equity placing and a further GBP 100,000 of loan financing with
a 12 month term at a fixed interest of 8% due at maturity. As of the
publication date of this report the loan financing has yet to be drawn down.
It is expected that this funding will extend the funding runway beyond the
second quarter of 2022.
Whilst the company is confident that it can stretch the short-term funding
beyond the second quarter of 2022, there remains material uncertainty and the
company will require further funding at some point during the 12 months from
the date of this report. The Financial Statements have been prepared on a
Going Concern basis.
3. SEGMENTAL REPORTING
3.1 For the half-year ended 30 September 2021
Income Statement
for the half-year ended Jersey Hong Kong Indonesia Philippines UK Total
30 Sep 2020 (unaudited) GBP GBP GBP GBP GBP GBP
Revenue - - - - - -
Cost of sales - - - - - -
Gross Profit - - - - - -
Administration expenses (145,632) - - (40,071) - (185,703)
Loss for the Period (145,632) - - (40,071) - (185,703)
Statement of Financial Position
at 30 Sep 2021 Jersey Hong Kong Indonesia Philippines UK Total
(unaudited) GBP GBP GBP GBP GBP GBP
Non-current assets - - - - - -
Trade and other receivables - - - 7,641 - 7,641
Cash and cash equivalents 193,005 - - 5,248 - 198,253
Total assets 193,005 - - 12,889 - 205,894
Current liabilities (123,124) - - (1,305) - (124,429)
Non-current liabilities (450,000) - - - - (450,000)
Net assets/(liabilities) (380,119) - - 11,584 - (368,535)
3.2 For the half-year ended 30 September 2020
Income Statement
for the half-year ended Jersey Hong Kong Indonesia Philippines UK Total
30 Sep 2020 (unaudited) GBP GBP GBP GBP GBP GBP
Revenue - - - - - -
Cost of sales - - - - - -
Gross Profit - - - - - -
Administration expenses (251,612) - - (114,442) (60,088) (426,142)
Loss for the Period (251,612) - - (114,442) (60,088) (426,142)
Statement of Financial Position
at 30 Sep 2020 Jersey Hong Kong Indonesia Philippines UK Total
(Re-stated/unaudited) GBP GBP GBP GBP GBP GBP
Non-current assets - - - 6,739 - 6,739
Trade and other receivables 207,840 285 - 21,421 7,800 237,346
Cash and cash equivalents 79,489 - - 8,495 68,440 156,424
Total assets 287,329 285 - 36,655 76,240 400,509
Current liabilities (7,196) - (5,506) (138,201) (32,719) (183,622)
Non-current liabilities - - - - - -
Net assets/(liabilities) 280,133 285 (5,506) (101,546) 43,521 216,887
4. LOSS FOR THE PERIOD BEFORE TAX
30 Sep 2021 30 Sep 2020
(unaudited) (unaudited)
GBP GBP
Loss for the period has been arrived at after charging:
Directors
remuneration
80,000 80,000
Staff
costs
9,420
200,915
5. TRADE AND OTHER RECEIVABLES
30 Sep 2021 30 Sep 2020
(unaudited) (unaudited)
GBP GBP
Trade and Other
Receivables
7,641 29,506
Loan
Receivables
-
207,840
Balance at end of
period
7,641 237,346
All receivables are current assets and due within 12 months. GBP 50,000
repayment of the loan receivables was received by the Company in the half-year
to 30 September 2020 and the balance of GBP 239,630 was cleared in the
half-year to 30 September 2021.
6. SHARE CAPITAL
6.1 Share Capital
30 Sep 2021 30 Sep 2020
(unaudited)
(Re-stated/unaudited)
Number GBP
Number GBP
Opening
balance
373,620,823 6,444,670 348,950,355 5,972,980
Adjustment - 31 March 2021
- 10,484
- -
Ordinary shares - new shares issued during the period
- -
24,670,468 471,690
Loan receivables settlement
- (239,629)
- -
Closing
balance
373,620,823 6,215,525 373,620,823 6,444,670
The shares have no par value. The Group holds 11,000,000 shares in treasury
(30 September 2020, 11,000,000).
6.2 Earnings Per Share
30 Sep 2020 30 Sep 2019 (unaudited)
(unaudited) GBP
GBP
Basic and diluted earnings per share (0.0005) (0.0012)
Loss used to calculate basic and diluted earnings per share (185,703) (426,142)
Weighted average number of shares used in calculating basic and diluted 373,620,823 360,622,075
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 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 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 Group or as part of the acquisition of a subsidiary.
Warrants at 30 September 2021:
No. issued and exercisable at 01 Apr 2021 No. outstanding and exercisable at 30 Sep 2021
No. exercised in period No. lapsed in period Expiry date
Exercise price
4.50p 2,654,585 - (2,654,585) - 02 August 2021
1.35p 4,324,320 - - 4,324,320 19 October 2023
1.10p 5,404,400 - - 5,404,400 19 November 2023
Closing balance 12,383,305 - (2,654,585) 9,728,720
The charge for the period to 30 September 2021 is GBP Nil (30 September 2020:
GBP Nil).
8. RESERVES
30 Sep 2021 30 Sep 2020
(unaudited) (Re-stated
GBP unaudited)
GBP
Translation reserve 85,986 66,811
Share options reserve 949,732 859,779
Warrants reserve 89,733 -
Shares to be issued reserve 238,940 112,961
Balance at end of period 1,364,391 1,039,551
9. EVENTS AFTER THE REPORTING PERIOD
The Company announced on 8 December 2021 that it had raised GBP 210,000 via an
equity placing.
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