REG - Fragrant Prosperity - Half-year Financial Report
31/12/2025 07:00
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RNS Number : 2047N Fragrant Prosperity Holdings Ltd 31 December 2025
31 December 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")
Unaudited Interim Results
Fragrant Prosperity Holdings Limited (LSE: FPP) announces its unaudited
financial results for the period ended 30 September 2025.
Chairmans Statement
I have pleasure in presenting the condensed financial statements of Fragrant
Prosperity Holdings Limited (the "Company" or "FPH") for the period from 1
April 2025 to 30 September 2025.
During the financial period, the Company reported a net loss of £357,121. As
at 30 September 2025, the Company had cash in bank balance of £599,702.
During the period the Company continued to search for potential targets to
acquire as well as successfully raise in excess of £1m of additional funding
whilst simultaneously refinancing the majority of the debt on the balance
sheet. The result is a balance sheet that is clear of all debt apart from
minimal trade creditors and a healthy cash position. Whilst the current
economic climate still remains slightly subdued due to macro and government
policy factors, the directors are optimistic about the quality of targets that
it has held discussions with. The recent reforms to the listing rules have
created a bit more optimism amongst companies looking to pursue a main market
listing on the LSE and certain sectors including fintech remain buoyant. We
look forward to starting 2026 with a sense of optimism and are hopeful of the
prospects that lay ahead for the Company.
The Board looks forward to providing further updates to shareholders in due
course.
Chairman
30 December 2025
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). Upon the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain
Enquires:
Fragrant Prosperity Holdings Limited
+44 (0) 20 3137 1902
CONDENSED INTERIM FINANCIAL STATEMENTS
For the six-month period 1 April 2025 to 30 September 2025
Introduction
The Company was incorporated on 28 January 2016 in the British Virgin Islands,
as an exempted company with limited liability under the Companies Law.
Its issued share capital, consisting of Ordinary Shares admitted to a Standard
Listing on the Official List in accordance with Chapter 14 of the Listing
Rules and to trading on the London Stock Exchange's main market for listed
securities on 5 September 2016.
Company objective
The Company was formed to undertake an acquisition of a target company or
business. The Company does not have any specific acquisition under
consideration and does not expect to engage in substantive negotiations with
any target company or business until after Admission. The Directors believe
that their network, and the Company's cash resources and profile following
Admission, mean that the Company will target an Acquisition where the target
company has a value of up to £100 million. The Company expects that
consideration for the Acquisition will primarily be satisfied by issue of new
Shares to a vendor (or vendors), but that some cash may also be payable by the
Company. Any funds not used in connection with the Acquisition will be used
for future acquisitions, internal or external growth and expansion, and
working capital in relation to the acquired company or business.
Following completion of the Acquisition, the objective of the Company will be
to operate the acquired business and implement an operating strategy with a
view to generating value for its Shareholders through operational improvements
as well as potentially through additional complementary acquisitions following
the Acquisition. Following the Acquisition, the Company intends to seek
re-admission of the enlarged group to listing on the Official List and trading
on the London Stock Exchange or admission to another stock exchange.
The Company's efforts in identifying a prospective target company or business
will not be limited to a
particular industry or geographic region. However, given the experience of the
Directors, the Company expects to focus on acquiring a company or business in
the technology sector (in particular focussing on technology and/or
intellectual property that is used in the financial services industry) with
either all or a substantial portion of its operations in Europe or Asia. The
Directors' initial search will focus on businesses based in or with operations
in Hong Kong, Malaysia, or the United Kingdom.
Going Concern
During the period the company successfully negotiated with its major creditors
and undertook a successful equity raise of in excess of £1m. this positions
the Company well with no material debt on the balance sheet apart from trade
creditors and a cash position of £599,702 as at the period end. The Board are
hopeful that this should provide sufficient capital to undertake the due
diligence required in order to position the Company to undertake a reverse
take over and readmit its shares to trading on the main market of the London
Stock Exchange.
However due to the limited cash balance as at the period end the Company will
likely need to seek additional funding as part of completing the Reverse Take
Over (depending on the cashflow profile of any target) in order to purse its
strategy of seeking re-admission of the enlarged group to listing on the
London Stock Exchange or admission to another stock exchange.
The Should the raising of new capital be unsuccessful then the Company may
face significant uncertainty over its ability to continue as a going concern.
The Company will seek to mitigate this risk by targeting business that require
a minimum amount of funds to be raised as part of the RTO and to target
businesses in sectors that are favourable for the raising of capital in the
current climate.
Directors
The Directors of the Company since the last financial period are:
Mahesh s/o Pulandaran
Simon James Retter
Richard Samuel
Nicholas Gregory
Corporate governance
In order to implement its business strategy, the Company has adopted a
corporate governance structure as follows:
· consistent with the rules applicable to companies with a Standard
Listing, unless required by law or other regulatory process, Shareholder
approval is not required in order for the Company to complete the Acquisition.
The Company will, however, be required to obtain the approval of the Board
before it may complete the Acquisition;
· the Board intends to comply, in all material respects, with certain
Main Principles of the UK Corporate Governance Code (as set out in more detail
in "Part II - The Company, its Board and the Acquisition Structure") and has
adopted a share dealing code that complies with the requirements of the Market
Abuse Regulations. All persons discharging management responsibilities
(comprising only the Directors at the date of this Document) shall comply with
the share dealing code from the date of Admission; and
· following the Acquisition, the Directors may seek to transfer the
Company from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the company or
business it acquires, subject to fulfilling the relevant eligibility criteria
at the time. If the Company is successful in obtaining a Premium Listing,
further rules will apply to the Company under the Listing Rules and Disclosure
and Transparency Rules and the Company will be obliged to comply with or
explain any derogation from the UK Corporate Governance Code. In addition to,
or in lieu of, a Premium Listing, the Company may determine to seek a listing
on another stock exchange or seek re-admission to a Standard Listing.
Responsibility Statement
The Directors are responsible for preparing the Condensed Financial Statements
in accordance with the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority ('DTR') and with International
Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The directors confirm that, to the best of their knowledge, this condensed
consolidated half-yearly report has been prepared in accordance with IAS 34.
The interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the
period and their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· material related-party transactions during the period and any
material changes in the related-party transactions described in the last
annual report.
By order of the Board
Chairman
30 December 2025
CONDENSED STATEMENT OF COMPREHESIVE INCOME (UNAUDITED)
FOR THE PERIOD FROM 1 APRIL 2025 TO 30 SEPTEMBER 2025
Period from 1 April 2024 to 30 September 2024
Period from 1 April 2025 to 30 September 2025
Notes £ £
INCOME - -
Administrative expenses (189,247) (74,924)
Interest charge (14,114) - (15,579)
Share based payment charge (153,760) -
OPERATING LOSS/LOSS BEFORE TAXATION (357,121) (90,503)
Income tax expense 3 - -
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (357,121) (90,503)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (357,121) (90,503)
CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AS AT 30 SEPTEMBER 2025
As at As at
30 September 2025 (unaudited) 31 March 2025 (audited)
Notes £ £
CURRENT ASSETS
Cash and cash equivalents 599,702 67,879
Prepayments 22,480 25,663
622,182 93,542
CURRENT LIABILITIES
Trade Creditors (51,078) (224,277)
Accruals (12,000) (133,479)
Convertible loan note (567,560)
Total Liabilities (63,078) (925,216)
NET ASSETS 559,104 (831,674)
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY
Share capital 4 3,137,828 1,492,146
Retained Earnings (2,732,484) (2,375,363)
Share Based Payment Reserve 153,760 -
Convertible loan note reserve 51,543
TOTAL EQUITY 559,104 (831,674)
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE PERIOD FROM 1 APRIL 2025 TO 30 SEPTEMBER 2025
Period from 1 April 2024 to 30 September 2024
Period from 1 April 2025 to 30 September 2025
Notes £ £
Cash flow from operating activities
Loss before tax (357,121) (90,503)
Interest charge 14,114 15,579
Share Based Payment 153,760 -
Changes in working capital
(200,916) 42,228
(200,916) 42,228
Net cash flow from operating activities (390,163) (32,696)
Cash flow from financing activities
Issue of share capital 1,679,535 -
Repayment of CLN's (705,405) -
Issue of convertible loan note 125,000 -
Costs associated with financing activities (177,144) -
Net cash flow from financing activities 921,986 -
Net decrease in cash and cash equivalents 531,823 (32,696)
Cash and cash equivalents at beginning of period 67,879 109,688
Cash and cash equivalents at end of period 599,702 76,992
STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Period from 1 April 2024 to 30 September 2024
Share capital Convertible Loan Note Reserve Retained earnings Share Based Payment reserve Total
£ £ £ £
As at 1 April 2024 1,492,146 51,543 (2,217,106) 24,677 (648,740)
Loss for the period - - (90,503) - (90,503)
Share based payment charge - - - -
Total comprehensive loss for the period - - (90,503)
As at 30 September 2024 1,492,146 51,543 (2,307,609) 24,677 (739,243)
Period from 1 April 2025 to 30 September 2025
Share capital Convertible Loan Note Reserve Retained earnings Share Based Payment reserve Total
£ £ £ £
As at 1 April 2025 1,492,146 51,543 (2,375,363) - (831,674)
Loss for the period - - (203,361) - (203,361)
Share based payment charge (153,760) 153,760 -
Total comprehensive loss for the period - - (357,121)
153,760 (203,361)
Issue of equity 1,679,535
1,679,535
Costs associated with issue of equity (85,396) - - -
(85,396)
Conversion of CLN 51,543 (51,543) - - -
As at 30 September 2025 3,137,828 - (2,732,484) 153,760 559,104
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 APRIL 2025 TO 30 SEPTEMBER 2025
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28 January 2016
as an exempted company with limited liability under the Companies Law.
The Company's Ordinary shares are currently admitted to a standard listing on
the Official List and to trading on the London Stock Exchange.
The Company's nature of operations is to act as a special purpose acquisition
company.
2. ACCOUNTING POLICIES
Basis of preparation
The interim condensed unaudited financial statements for the period ended 30
September 2025 have been prepared in accordance with IAS 34 Interim Financial
Reporting. The results for the period ended 30 September 2024 are also
unaudited.
The condensed unaudited financial statements for the period ended 30 September
2025 has been prepared on a basis consistent with, and on the basis of, the
accounting policies set out in the financial information on the Company set
out in the Company's Prospectus for admission to the Standard Listing segment
of the Official List and in the audited financial statements for the year
ended 31 March 2025.
The financial information of the Company is presented in British Pound
Sterling ("£").
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 annual accounting periods
ending 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.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term
investments to be cash equivalents.
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 balance sheet
date.
Deferred income tax is provided for using the liability method on temporary
timing differences at the balance sheet 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 balance
sheet 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 balance sheet date and are recognised to the
extent that is probable that future taxable profits will allow the deferred
income tax asset to be recovered.
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 six-month period ended 30 September 2025 the Company recorded a loss
after tax of £357,121 (2024: £90,503 ) and a net cash outflow from operating
activities of £390,163 (2024: £32,696). A significant portion of the
cashflow during the period went on settling outstanding liabilities and
refinancing the balance sheet. The Company was focussed on raising additional
capital and on identifying a suitable target to acquire whilst keeping cash
expenditure to a minimum.
The Company had cash of £599,702 at 30 September 2025 and had a net asset
position of £559,104. Although the level of cash outgoings for ongoing
G&A prior to making an investment is expected to be modest, significant
expenditure is usually required to fund the due diligence. The Company expects
the current cash position will be sufficient to fund any due diligence in the
near term.
Based on their assessment, the Directors have a reasonable expectation that
the Company has adequate resources, supplemented by the additional funds to be
raised, to continue as a going concern for the foreseeable future. Thus, they
continue to adopt the going concern basis of accounting in preparing these
financial statements. It is likely that as part of any RTO a fund raise would
be required for the ongoing working capital requirements of the enlarged
group.
If the Company was unable to secure this additional funding there could be a
material uncertainty over the Company's ability to continue to operate as a
going concern.
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.
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 period ended 30 September 2025. No
deferred income tax asset has been recognised in respect of the losses carried
forward, due to the uncertainty as to whether the Company will generate
sufficient future profits in the foreseeable future to prudently justify this.
4. SHARE CAPITAL & RESERVES
Shares in issue Share capital
Number £
As at 30 September 2024 62,213,386 1,492,146
As at 31 March 2025 62,213,386 1,492,146
Issue of Ordinary shares 192,320,045 1,679,535
Costs associated with issue of shares - (33,853)
As at 30 September 2025 254,533,431 3,137,828
On 23rd 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 21st 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 24th 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 21st 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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