REG - Fragrant Prosperity - Final Results
31/07/2025 07:01
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RNS Number : 3631T Fragrant Prosperity Holdings Ltd 31 July 2025
31 July 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN,
INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR JAPAN.
FRAGRANT PROSPERITY HOLDINGS LIMITED
("FPP" or "the Company")
Annual Results for the year ended 31 March 2025
Fragrant Prosperity Holdings Limited ("FPP" or the "Company") is pleased to
announce an extract from its audited results for the year ended 31 March 2025.
The full unedited version of the audited annual results will be available
shortly on the national storage mechanism at the following website:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Chairmans Statement
I have pleasure in presenting the financial statements of Fragrant Prosperity
Holdings Limited (the "Company" or "FPP") for the financial year ended 31
March 2025.
The Board continued to review a number of potential acquisition opportunities
across the sector but none of which met the necessary criteria for selection
as at the end of the year. It is expected that with the potential improvement
in the market conditions for raising capital and undertaking reverse takeovers
in the UK along with the changes to the UK listing regime recently announced
by the FCA that the Company will have improved prospects for identifying a
potential target. The last 3 years have been difficult across the public
capital markets globally, but specifically the UK and with limited cash
available it has been challenging to consummate potential deals. The Company
has therefore undertaken a recapitalisation of the balance sheet and a capital
raise post period end to improve the position for undertaking any potential
acquisitions.
During the financial year, the Company reported a net loss of £182,934 (2024:
£111,877) which represents ongoing administrative expenses and due diligence
costs regarding the identification of potential targets. As at 31 March 2025,
the Company had cash in bank balance of £67,879 (2024: £109,688).
The Board will provide further updates to shareholders in due course.
Chairman
30 July 2025
Enquires:
Optiva Securities Ltd (Financial Adviser)
Vishal Balasingham +44 (0) 20 3137 1902
STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Year ended 31 March 2025 Year ended 31 March 2024
Notes £ £
Other operating expenses (151,321) (82,281)
Interest charge (31,613) (29,596)
OPERATING LOSS BEFORE TAXATION (182,934) (111,877)
Income tax expense 3 - -
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (182,934) (111,877)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (182,934) (111,877)
Basic and diluted loss per share (pence) 4 (0.29) (0.18)
The notes to the financial statements form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION As at As at
AS AT 31 MARCH 2025 31 March 2025 31 March 2024
Notes £ £
CURRENT ASSETS
Cash and cash equivalents 67,879 109,688
Prepayments 25,663 15,750
TOTAL ASSETS 93,542 125,438
CURRENT LIABILITIES
Trade Creditors 10 (224,277) (158,952)
Accruals (133,479) (79,279)
Convertible loan note 10 (567,560) (535,947)
TOTAL LIABILITIES (925,216) (774,178)
NET ASSETS (831,674) (648,740)
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital 6 1,492,146 1,492,146
Retained earnings (2,375,363) (2,217,106)
Share based payment reserve - 24,677
Convertible loan note Reserve 51,543 51,543
TOTAL EQUITY (831,674) (648,740)
The notes to the financial statements form an integral part of these financial
statements.
This report was approved by the board and authorised for issue on and signed
on its behalf by;
…………………
Simon Retter
Director
30 July 2025
STATEMENT OF CASHFLOWS Year ended Year ended
31 March 2025
31 March 2024
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
£ £
Loss before tax (182,934) (111,877)
Interest charge 31,613 29,596
Share based payment -
Cash flow from operating activities (151,321) (82,281)
Changes in working capital
Movement in other payables 119,425 (3,426)
Movement in prepayments and other debtor (9,913) -
Net cash outflow from operating activities (41,809) (85,707)
Issue of equity - -
Issue costs - -
Repayment of convertible loan note - -
Issue of convertible loan note - -
Net cash flow from financing activities - -
Net decrease in cash and cash equivalents (41,809) (85,707)
Cash and cash equivalents at beginning of period 109,688 195,395
Cash and cash equivalents at end of period 67,879 109,688
The notes to the financial statements form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
Share capital Convertible Loan Note Reserve Share Based Payment Reserve Retained earnings Total
£ £ £ £ £
As at 31 March 2023 1,492,146 51,543 24,677 (2,105,229) (536,863)
Issue of equity - - - - -
Issues of equity costs - - - - -
Derecognition of Convertible Loan - - - - -
Recognition of Convertible Loan - - - - -
Loss for the year - - - (111,877) (111,877)
Share based payment charge - - - - -
Total comprehensive loss for the year - - - (111,877) (111,877)
As at 31 March 2024 1,492,146 51,543 24,677 (2,217,106) (648,740)
Issue of equity - - - - -
Issues of equity costs - - - - -
Derecognition of Convertible Loan - - - - -
Recognition of Convertible Loan - - - - -
Loss for the year - - - (182,934) (182,934)
Cancelation of Share based payment charge - - (24,677) 24,677 -
Total comprehensive loss for the year - - (24,677) (158,257) (182,934)
As at 31 March 2025 1,492,146 51,543 - (2,375,363) (831,674)
The notes to the financial statements form an integral part of these financial
statements.
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28 January 2016
as an exempted company with limited liability.
The Company's Ordinary shares are currently admitted to a standard listing on
the Official List and to trading on the London Stock Exchange.
On the 12 December 2017 the company changed its name from Vale International
Group Ltd to Fragrant Prosperity Holdings Ltd.
The Company's nature of operations is to act as a special purpose acquisition
company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers
them to be the most appropriate to the Company's business activities.
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the United Kingdom and
IFRIC interpretations applicable to companies reporting under IFRS. The
financial statements have been prepared under the historical cost convention
as modified for financial assets carried at fair value.
The financial information of the Company is presented in British Pound
Sterling ("£") which is the Company's functional and presentational currency.
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the Directors have
reviewed the Standards in issue by the International Accounting Standards
Board ("IASB") and IFRIC, which are effective for accounting periods beginning
on or after the stated effective date. In their view, none of these standards
would have a material impact on the financial reporting of the Company.
Going concern
Until such time as the Company makes a significant investment it will meet its
day to day working capital requirements from its existing cash reserves and by
raising new equity finance.
In the year ended 31 March 2025 the Company recorded a loss after tax of
£182,934 (2024: £111,877 ) and a net cash outflow from operating activities
of £41,809 (2024: £85,707).
The directors have prepared cash flow forecasts covering a period of at least
12 months from the date of approval of the financial statements which assume
that no significant investment activity is undertaken unless sufficient
funding is in place.
The Company had cash of £67,879 at 31 March 2025 which the directors believe
is insufficient to undertake the required steps to make an investment and
fulfil its investment mandate and at the year end the Company was therefore
seeking to raise additional capital to proceed with its strategy.
Post year end the Company agreed the refinancing of certain debts on the
balance sheet as well raising £1,000,000 of new equity to provide working
capital in order for the Company strategy to be executed.
During the year the Company incurred predominantly ongoing administrative
costs, as well as some minor expenditure on legal and other associated costs
related to the identification of potential targets.
As the company has no revenue it is reliant on its existing cash resources to
fund any ongoing expenditure. Should a potential target be identified and
significant expenses incurred in the course of undertaking due diligence then
the Company might be in a position that its cash resources are depleted and
any potential deal may or may not complete. Should any potential deal fail and
significant expenses be incurred then the Company might be required to raise
additional capital to continue its strategy.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term
investments to be cash equivalents.
Trade Creditors
Trade creditors (being obligations to pay for goods or services acquired in
the ordinary course of business are recognised when the company becomes party
to the contractual provision of the suppliers invoice and are initially
recorded at fair value, which is generally the invoiced amount.
Accruals
Accruals represent liabilities for goods or services received by the Company
during the reporting period for which payment has not yet been made or
invoiced by the supplier. Accruals are recognised when the Company has a
present obligation as a result of a past event and are measured at the best
estimate of the amount required to settle the obligation.
Prepayments
Prepayments represent payments made by the Company for goods and services that
have not yet been received or consumed at the end of the reporting period.
Prepayments are recognised when the company makes a payment in advance for
goods or services and are initially recognised at the amount paid in advance
representing the fair value of consideration given.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary
timing differences at the reporting date between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all temporary
differences. Deferred income tax assets are recognised for all deductible
temporary differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will be
available against which the deductible temporary differences and carry-forward
of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of
financial position when the company becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as subsequently
measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss. The classification of financial
assets at initial recognition depends on the financial asset's contractual
cash flow characteristics and the Group's business model for managing them.
The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition and re-evaluates this classification at every reporting
date.
As at the reporting date, the Group did not have any financial assets
subsequently measured at fair value.
Operating segments
The directors are of the opinion that the business of the Company comprises a
single activity, that of an investment company. Consequently, all activities
relate to this segment.
Convertible Loan Notes
Initial Recognition
Upon issuance, convertible loan notes are recognised in accordance with IAS 32
and IFRS 9. The instrument is split into its liability and equity components
based on the following approach:
· Liability Component: The fair value of the liability component is
determined first by discounting the contractual stream of future cash flows
(interest and principal) at the market interest rate for a similar debt
instrument without the conversion option. This represents the present value of
the issuer's obligation.
· Equity Component: The equity component, representing the conversion
option, is calculated as the residual amount, i.e., the difference between the
total proceeds received from the issuance of the convertible loan note and the
fair value of the liability component.
Subsequent Measurement
Liability Component: The liability component is subsequently measured at
amortised cost using the effective interest method. Interest expense is
recognised in profit or loss based on the effective interest rate, which
reflects the true economic cost of the borrowing.
Equity Component: The equity component is not remeasured after initial
recognition, as it represents the residual value of the conversion option
classified as equity.
Derecognition and Conversion
At Maturity (No Conversion): If the conversion option is not exercised, the
liability component is derecognised upon repayment of the principal and
accrued interest. Any related transaction costs or fees are recognized in
profit or loss.
Upon Conversion: If the conversion option is exercised, the carrying amount of
the liability component and the equity component are derecognised. The
issuance of equity instruments is recognised in equity (e.g., share capital
and share premium) at the carrying amount of the derecognised components, with
no gain or loss recognised on conversion.
Critical accounting estimates and judgements
The preparation of financial statements in compliance with IFRS as adopted for
use by the United Kingdom requires the use of certain critical accounting
estimates or judgements. The directors do not consider there to be any key
estimation uncertainty. In respect of critical judgements, the only key
judgement is the adoption of going concern on the basis for preparing the
financial statements, details of which are set out in note 2.
Share based payments
The Company operates equity-settled, share-based compensation plans, under
which the entity receives services from employees as consideration for equity
instruments (options) of the Company. The fair value of employee services
received in exchange for the grant of share options are recognised as an
expense. The total expense to be apportioned over the vesting period is
determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and
non-market performance vesting conditions; and
· including the impact of any non-vesting
conditions.
Non-market performance and service conditions are included in assumptions
about the number of options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each reporting
period the Company revises its estimate of the number of options that are
expected to vest.
It recognises the impact of the revision of original estimates, if any, in
profit or loss, with a corresponding adjustment to equity.
When options are exercised, the Company issues new shares. The proceeds
received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium.
The fair value of goods or services received in exchange for shares is
recognised as an expense.
3. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in British Virgin
Islands.
No tax is applicable to the Company for the year ended 31 March 2025 and 2024.
Consequently no deferred tax is recognised as all timing differences are
permanent.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
Year ended Year ended
31 March 2025 31 March 2024
£ £
Staff costs (note 6) 25,000 23,500
Auditors' remuneration:
Fees payable to the Company's auditor for the audit of the Company's annual 20,000 14,000
accounts
5. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the period. Diluted earnings per share is calculated by
adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
Year ended Year ended
31 March 2025 31 March 2024
Loss for the period (£) (182,934) (126,237)
Weighted average number of shares (Unit) 62,213,386 62,213,386
Loss per share (pence) (0.29) (0.20)
6. SHARE CAPITAL
Number £
of shares
Balance at 31 March 2023, 2024 and 2025 62,213,386 1,492,146
Ordinary shares have no par value and carry equal rights on control, dividends
and upon liquidation.
There are no shares issued and reserved for share options.
7. STAFF COSTS
Year ended Year ended
31 March 2025 31 March 2024
£ £
Staff costs - -
Director fees 25,000 25,000
25,000 25,000
The average numbers of person employed by the Company (including directors)
during the reporting period was 1 (2024: 1).
8. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
9. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash
and other payables, which arise directly from operations. The Company does not
trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: currency
risk, credit risk, liquidity risk and cash flow interest rate risk. The
Company's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign
exchange risk is limited to the transactions and balances that are denominated
in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. The Group has
taken necessary steps and precautions in minimising the credit risk by lodging
cash and cash equivalents only with reputable licensed banks.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the
Company ensures it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going concern
assessment. (See note 2). At the date of approval of the financial statements
there was a material uncertainty in relation to liquidity risk.
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The
Company monitors the interest rate on its interest bearing assets closely to
ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term deposits,
trade receivables, trade payables, bank overdrafts and other current
liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
10. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents and other payable. The Company's accounting policies and method
adopted, including the criteria for recognition, the basis on which income and
expenses are recognised in respect of each class of financial assets,
financial liability and equity instrument are set out in Note 2. The Company
do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
As at As at
31 March 2025 31 March 2024
£ £
Financial assets
Loans and receivables
Cash and cash equivalents 67,879 109,688
-------------------------- --------------------------
Total financial assets 67,879 109,688
================== ==================
Financial liabilities measured at amortised cost
Other payables 224,177 158,952
Convertible loan note 567,560 535,947
-------------------------- --------------------------
Total financial liabilities 791,737 694,899
================== ==================
The Company currently has convertible loan notes ("CLNs" with a principle
amount of £515,000 that have either matured as at the end of the year or
subsequent to the year end. Following the year end the Company repaid a CLN
with a face value of £125, 000 and successfully negotiated a stand still for
the remaining loan notes in order to complete an equity raise of £1,000,000
and convert the CLN's into equity. This was all successfully completed in July
2025. For more details see note 14.
There are no financial assets that are either past due or impaired.
11. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation as follow:
Year ended Year ended
31 March 2025 31 March 2024
£ £
Simon James Retter* - -
Richard Samuel - -
Mahesh Pulandaran - -
- -
*In 2025 £25,000 of fees were incurred to Stonedale Management &
Investments Ltd a company controlled by Simon Retter regarding work undertaken
on the administration of the company as well as potential target
identification. In 2024 this was £25,000.
No pension contributions were made on behalf of the Directors by the Company.
No share options were granted to or exercised by a Director in the reporting
period.
During the reporting period, other than those noted above the Company did not
enter into any material transactions with related parties. As at reporting
date, the there was an amount of £90,479 accrued due the directors.
12. CONTROL
The Directors consider there is no ultimate controlling party.
13. DESCRIPTION OF RESERVES
Retained Earnings comprises accumulated gains and losses incurred to date.
Convertible Loan Note reserve comprises the fair value of the equity component
of the convertible loan notes held by the Company.
14. SHARE BASED PAYMENTS
The company has issued options to a third party with a fixed strike price
which are valued using the Black Scholes methodology as well as options that
have a nil strike price and an anti dilute clause which results in a variable
number of shares being issued. The number of options outstanding at the
period ends as well as the inputs to the Black Scholes valuation is set out
below:
Fixed price options
Year ended Year ended
31 March 2025 31 March 2024
£ £
Number in issue at the beginning of period 17,500,000 17,500,000
Weighted average strike price 2p 2p
Exercised during the year - -
Lapsed during the year 17,500,000 -
- 17,500,000
Black Scholes inputs
Share price on date of issue 1.38p 1.38p
Exercise price 2p 2p
Risk Free rate 2.83% 2.83%
Expected volatility 30% 30%
Option life 3yr 3yr
Expected dividends Nil nil
Fair value of option determined 0.15p 0.15p
The share options were issued when the shares were suspended from trading and
so an assumption was made as to potential future volatility based upon the
movement in share prices in similar companies and was not based on historic
volatility.
Nil strike price
Year ended Year ended
31 March 2025 31 March 2024
£ £
Number in issue at the beginning of period 5,000,000 5,000,000
Weighted average strike price - -
Exercised during the year - -
Lapsed during the year 2,500,000 -
2,500,000* 5,000,000
The nil strike priced options were not valued using the Black Scholes model,
instead the fair value of the options issued was determined as the value of
shares to be issued at any given share price under the terms of the agreement.
Due to the inclusion of an antidilution clause the number of shares is to be
amended in order to grant the holder a predetermined monetary value of shares,
initially calculated at 2pence per share. The 2,500,000 at the year end
therefore had a fair value of £50,000.
* The remaining nil strike price options lapsed after the period end without
being exercised.
15. SUBSEQUENT EVENTS
On the 16(th) April 2025 the Company issued £125,000 of new convertible loan
notes convertible at a 10% discount to any future fund raise requiring a
prospectus to be issued and carrying interest at 5%. Each share issued under
this CLN carried a warrant exercisable at the conversion price.
On 16(th) April 2025 the Company agreed with certain convertible loan note
holders representing £400,000 of the £515,000 outstanding to enter into a
standstill arrangement with all past accrued interest to be waived and no
applicable future interest should conversion happen prior to the end of the
stand still period. Repayment of 75% of the original principle amount advanced
and automatic conversion into equity of sums owed under the loan note at the
placing price upon Qualifying Fundraise of a minimum of £250,000
On 23(rd) April 2025 the Company issued 12,438,455 new ordinary shares at a
price of 0.6 pence per share raising gross proceeds of £74,631. In addition
warrants over 6,219,228 new ordinary shares at a price of 0.8 pence per share.
On 21(st) May 2025 the Company raised £1,000,000 gross by way of issuing
111,111,111 new ordinary shares in the Company at a price of 0.9 pence per
share, subject to the publication of a prospectus. In addition warrants over
6,666,666 new ordinary shares were issued at a price of 0.9 pence per share.
On 24(th) June 2025 the Company published a prospectus covering the conversion
of the various CLN's as well a directors accrued fees and the shares issued
under the fundraise agreed on the 21(st) May 2025. As part of the refinancing
of the balance sheet this prospectus covered the issuance of a total of
179,881,590 new ordinary shares.
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