REG - Amala Foods PLC - Half-year Report
09/11/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231109:nRSI8216Sa&default-theme=true
RNS Number : 8216S Amala Foods PLC 09 November 2023
Amala Foods Plc
("Amala" or the "Company")
Half Yearly Financial Report Ended 30 September 2023
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 2023 which is below this announcement. The Half Yearly Financial
Report will also shortly be available via the National Storage Mechanism.
The Company expects to announce shortly a potential transaction with a view to
a Reverse Takeover.
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
Amala Foods PLC
Financial Report
For the Half-Year Ended 30 September 2023
(Unaudited)
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 2023.
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 2023 was
a cash shell company. 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 2023 show a
loss before taxation of GBP 39,602
(30 September 2022 showed a loss
of GBP 82,631).
No dividends have been paid during the half-year ended 30 September 2023 or
during the comparative period.
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, 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 - -
Celia Li Non-Executive Director 17 March 2023
Share Capital
At 30 September 2023, the issued share capital of the Company stood at
466,920,137 - with 23,299,314 new shares having been issued during the period
(refer note 9 of the unaudited interim financial statements).
This Directors' Report was approved by the Board of Directors on 8 November
2023 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
8 November 2023
STATEMENT OF COMPREHENSIVE INCOME
For the half-year ended 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note
GBP
GBP
Administrative
expenses
(39,602) (91,327)
Fair value
gain
7
- 8,696
Loss before
taxation
(39,602) (82,631)
Income tax
expense
-
-
Loss for the period
4
(39,602) (82,631)
Earnings per share:
Basic and diluted loss per
share
6
(0.0001) (0.0002)
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
at 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note
GBP GBP
Current assets
Trade and other
receivables
5
101,189 94,675
Cash and cash
equivalents
209,742 10,743
310,931 105,418
Current liabilities
Trade and other
payables
(74,570) (101,335)
Borrowings
(1,092,569) (627,537)
(1,167,139) (728,872)
Net
assets/(liabilities)
(856,208) (623,454)
Equity
Issued share
capital
6
6,568,640 6,488,490
Retained
earnings
(8,080,872) (8,883,963)
Other
Reserves
8
661,104 1,772,019
Total
equity
(856,208) (623,454)
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
8 November 2023
STATEMENT OF CHANGES IN EQUITY
at 30 September 2023
Share Retained
Other
Total
Capital Earnings Reserves
Equity
GBP GBP
GBP GBP
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)
Loss for the period
- (357,445)
- (357,445)
Total comprehensive income for the
period
- (357,445)
- (357,445)
Shares to be issued
waived
- 201,000
(267,000) (66,000)
Contingent shares to be issued to
Directors
- -
125,000 125,000
Expired and cancelled options
- 994,058
(994,058) -
Options
reserve
-
-
16,441 16,441
Warrants
reserve
-
-
8,696 8,696
Total transactions with owners
- 1,195,058 (1,110,921)
84,137
At 31 March
2023
6,488,490
(8,046,350) 661,098 (896,762)
Loss for the period
- (39,602)
- (39,602)
Total comprehensive income for the
period
- (39,602)
- (39,602)
Issue of new ordinary shares
(net)
80,150 -
- 80,150
Shares to be issued
reserve
-
-
6 6
Total transactions with owners
80,150 -
6 80,156
At 30 September 2023 (unaudited)
6,568,640 (8,085,952) 661,104
(856,208)
The accompanying notes form an integral part of these financial statements.
CASH FLOW STATEMENT
For the half-year ended 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note
GBP GBP
Cash flows from operating activities
Cash paid to suppliers
(108,475) (9,124)
Net cash from operating
activities
(108,475) (9,124)
Net increase (decrease) in cash
(108,475) (9,124)
Cash and cash equivalents at start of
period
318,217 19,867
Cash and cash equivalents at end of the
period
209,742 10,743
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half-year ended 30 September 2023
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 2024. The
accounting policies are unchanged from the financial statements for the year
ended 31 March 2023. 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 2023, prepared in accordance with IFRS, have been filed. The Auditors'
Report on those 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 2023.
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 2023.
2. GOING CONCERN
The Company entered into a Deed of Standstill with a creditor to reprofile
outstanding debt to a reduced amount of GBP 787,719 (amended further in April
2023 with the conversion of shares to the value of GBP 80,150 - refer note 9
of the unaudited interim financial statements) 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 then the creditor may call upon cash
repayment. Given the passage of time, agreements have been made with certain
of these parties that the cash repayments will not be called upon despite the
due dates passing.
Furthermore, the Company 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 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. They are also confident of a transaction occurring and therefore
the share conversion option of the convertibles presenting the best value
opportunity to holders. The Company has been reviewing several potential
transactions but 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 within 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.
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 2023 30 Sep 2022
(unaudited) (unaudited)
GBP GBP
Loss for the period has been arrived at after charging:
Directors
remuneration
- 70,000
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 periods ended 30 September 2023 and 30 September 2022. The
Directors agreed to not receive any remuneration due for the period prior to
and during the suspension of the listing and until a transaction is completed
that leads to a Reverse Takeover - at 31 March 2023, GBP 125,000 was shown as
due to Directors and to be issued in equity at the readmission price, which is
contingent on the successful Reverse Takeover.
5. TRADE AND OTHER RECEIVABLES
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
GBP GBP
Loan receivable
101,189 94,675
Balance at end of
period
101,189 94,675
Loan receivable at 30 September 2023 relates to USD 125,000 loaned to Terra
Rara UK Ltd, which the directors believe is fully recoverable at 30 September
2023.
6. SHARE CAPITAL
6.1 Share Capital
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Number GBP
Number GBP
Opening
balance
443,620,823 6,488,490 373,620,823 6,287,269
Ordinary shares - new shares issued during the period
23,299,314 80,150 70,000,000 210,000
Loan receivables settlement and
adjustments
- -
-
(8,779)
Closing
balance
466,920,137 6,568,640 443,620,823 6,488,490
The shares have no par value. The Group holds 19,607,383 shares in treasury
(30 September 2022, 19,607,383).
6.2 Earnings Per Share
30 Sep 2023 30 Sep 2022 (unaudited)
(unaudited) GBP
GBP
Basic and diluted earnings per share (0.0001) (0.0002)
Loss used to calculate basic and diluted earnings per share (39,602) (82,631)
Weighted average number of shares used in calculating basic and diluted 464,615,809 443,620,823
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 2023 and 2022, 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 2023:
No. issued and exercisable at 01 Apr 2023 No. outstanding and exercisable at 30 Sep 2022
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 2023 30 Sep 2022
(unaudited) (unaudited)
GBP GBP
Share options reserve - 977,617
Warrants reserve 381,159 372.463
Shares to be issued reserve 279,945* 421,939
Balance at end of period 661,104 1,772,019
* The Directors agreed to not receive any remuneration due for the period
prior to and during the suspension of the listing and until a transaction is
completed that leads to a Reverse Takeover - GBP 125,000 due to Directors is
to be issued in equity at the readmission price, which is contingent on the
successful Reverse Takeover.
9. EVENTS AFTER THE REPORTING PERIOD
There are no events to report.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR UWRORORUARAARecent news on Amala Foods
See all newsREG - Amala Foods PLC - Transaction Update
AnnouncementREG - Amala Foods PLC - Result of AGM
AnnouncementREG - Amala Foods PLC - Further re Temporary Suspension
AnnouncementREG - Official List - Suspension - Amala Foods plc
AnnouncementREG - Amala Foods PLC - Temporary Suspension
Announcement