REG - Golden Rock Global - Half-year Report
18/10/2022 07:00
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RNS Number : 1776D Golden Rock Global PLC 18 October 2022
Golden Rock Global plc
(Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 121560)
Unaudited Condensed Interim
Financial Statements
For the Period from 1(st) January 2022
to 30 June 2022
CHAIRMAN'S STATEMENT
It is a pleasure to announce the unaudited condensed interim financial
statements for the Company for the period ended 30 June 2022.
As announced on 14 June 2022, discussions with BOLT GLOBAL have taken longer
than anticipated although your Board believes that these discussions are
progressing well and is confident that terms will be finalised and a
prospectus published in the coming months. The Board has been working hard to
progress the proposed acquisition hence the delay in announcing these interim
results.
On behalf of the Board I thank shareholders for their continued support.
Ross Andrews
Chairman
Date: 18 October 2022
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors confirm, to the best of their knowledge, that these condensed
interim financial statements have been prepared in accordance with
International Accounting Standard 34, 'Interim Financial Reporting', as
adopted by the European Union and that the interim management report includes
a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R,
namely:
· An indication of important events that have occurred during the
first six months 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 in the first six months and
any material changes in the related party transactions described in the last
Annual Report and Accounts.
The directors of Golden Rock Global plc are listed in the Golden Rock Global
plc Annual Report and Accounts 2021. A list of current directors is maintained
on the website:
http://www.grglondon.com (http://www.grglondon.com)
By Order of the Board
Wei Chen
Executive Director
Date: 18 October 2022
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months
ended ended
Note 30/06/2022 30/06/2021
£ £
Administrative 8 62,179 (12,338)
expenses
Operating profit/(loss) (62,179) 12,338
Finance income - -
Finance costs 168 2,770
Profit/(Loss) before taxation (62,347) 9,568
Income tax expense - -
Profit/(Loss) for the period (62,347) 9,568
Profit/(Loss) per share - basic and diluted (pence per share) 10 (0.33) 0.05
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Note 30/06/2022 31/12/2021
£ £
Current assets
Cash and cash equivalents 11 101,588 182,974
Other receivables 4,375 5,336
Total current assets 105,963 188,310
Total assets 105,963 188,310
Equity and liabilities
Capital and reserves attributable to owners of the company
Ordinary shares 12 191,750 191,750
Share premium 12 1,605,788 1,605,788
Retained earnings (1,697,188) (1,634,841)
Total equity 100,350 162,697
Current liabilities
Accruals 5,613 25,613
Total current liabilities 5,613 25,613
Total equity and liabilities 105,963 188,310
These financial statements were approval by the Board of Directors for issue
on 18 October 2022 and signed on behalf by:
Wei Chen
Executive Director
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2022
Note Share Share premium Retained earnings Total equity
capital
£ £ £ £
Balance at 1 January 2022 12 191,750 1,605,788 (1,634,841) 162,697
Total comprehensive loss for the financial period
- - (62,347) (62,347)
Balance at 30 June 2022 (Unaudited) 191,750 1,605,788 (1,697,188) 100,350
FOR THE PERIOD ENDED 30 JUNE 2021
Note Share Share premium Retained earnings Total equity
capital
£ £ £
Balance at 1 January 2021 12 160,000 1,439,100 (1,541,585) 57,515
Total comprehensive loss for the financial period
31,750 166,688 9,568 208,006
Balance at 30 June 2021 (Unaudited) 191,750 1,605,788 (1,532,017) 265,521
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2022
Half Year to 30/06/2022 Half Year to 30/06/2021
£ £
Cash flows from operating activities
Operating profit/(loss) (62,347) 9,568
Foreign exchange gain - -
Decrease in receivables 961 172,625
Decrease in payables (20,000) (145,150)
Net cash generated from operating activities (81,386) 37,043
Cash flows from investing activities
Interest received - 1
Net cash used in investing activities - 1
Cash flows from financing activities
Proceeds from issue of ordinary shares - 198,438
Cash flows from financing activities - 198,438
Net increase/(decrease) in cash, cash equivalents and bank overdrafts
(81,386) 235,481
Cash, cash equivalents and bank overdrafts at beginning of the half-year 182,974 28,465
Exchange gain/(losses) on cash and bank overdrafts - -
Cash, cash equivalents and bank overdrafts at end of the half-year
101,588 263,946
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company
limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as
amended, with the name Golden Rock Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St Helier, JE4
8UT, Jersey.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities,
initially focusing on the Fintech sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
a) New interpretations and revised standards effective for the period ended 30
June 2022
The Company has applied the same accounting policies and methods of
computation in its interim financial statements as in its 2021 annual
financial statements, except for those that relate to new standards and
interpretations effective for the first time for periods beginning on (or
after) 1 January 2021, and will be adopted in the 2022 annual financial
statements. New standards impacting the Company that will be adopted in the
annual financial statements for the year ending 31 December 2022, and which
have given rise to changes in the Company's accounting policies are:
• Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to
IAS 16);
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1,
IFRS 4, IFRS 7, IFRS 9, IFRS 16, IAS 39, and IAS 41); and
• References to Conceptual Framework (Amendments to IFRS 3).
b) Standards and interpretations in issue but not yet effective
There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for periods
beginning subsequent to 31 December 2022 (the date on which the company's next
annual financial statements will be prepared up to) that the Company has
decided not to adopt early. The Directors do not believe these standards and
interpretations will have a material impact on the financial statements once
adopted.
4. ACCOUNTING POLICIES
a) Basis of preparation
The condensed interim financial statements for the six months ended 30 June
2022 were approved by the Board of Directors on 17 October 2022. The condensed
interim financial statements have been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Conduct Authority and
International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as
adopted by the European Union. The accounting policies applied by the company
in these condensed interim financial statements are the same as those set out
in the company's Annual Report and Accounts for the year ended 31 December
2021. No material new standards, amendments to standards or interpretations
are effective in the period ended 30 June 2022.
The condensed interim financial statements are unaudited and have not been
reviewed by the auditors. The financial information for the year ended 31
December 2021 does not constitute the Company's statutory financial
statements. The Company's statutory financial statements for that year have
been filed with the Jersey Registrar of Companies and received an unqualified
auditor's report.
The condensed interim financial statements have been prepared on the going
concern basis which assumes that the company will continue in operational
existence for the foreseeable future on the grounds that the Director will
continue to financially support the company until such time has the business
achieves financial viability. The company financial statements do not reflect
any adjustments that would be required if they were to be prepared on a basis
other than the going concern basis.
The financial information is presented in Pounds Sterling (£), which is the
Company's functional and presentational currency.
b) Foreign currency translation
The financial statements of the Company are presented in the currency of the
primary environment in which the Company operates (its functional currency).
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit and
loss.
c) Financial instruments
Financial assets and financial liabilities are recognised in the Statement of
Financial Position when the Company becomes a party to the contractual
provisions of the instruments. Financial assets and financial liabilities are
initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Impairment of financial assets
An assessment for impairment is undertaken when there is objective evidence
that a financial asset is impaired. Impairment loss on financial assets is
recognised when there is objective evidence that the Company will not be able
to collect all the amounts due to it in accordance with the original terms of
the receivables. The amount of the impairment loss is determined as the
difference between the asset's carrying amount and the present value of
estimated future cash flows.
Financial liabilities
The Company's financial liabilities include amounts due to shareholders and
other payables and accruals. Financial liabilities are recognised when the
Company becomes a party to the contractual provision of the instrument. All
financial liabilities are recognised initially at their fair value, net of
transaction costs, and subsequently measured at amortised cost, using the
effective interest method, unless the effect of discounting would be
insignificant, in which case they are stated at cost.
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
d) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held on call with
banks and other short term (having maturity within 3 months) highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
e) Earnings per share
Basic earnings per share is computed using the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of shares during the period plus the
dilutive effect of dilutive potential ordinary shares outstanding during the
year.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
It is the Directors' view that there are no significant areas of estimation,
uncertainty and critical judgements in applying accounting policies that have
significant effect on the amount recognised in the financial information for
the period.
6. FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments
The carrying amounts and fare value of the Company's financial assets and
liabilities as at the end of the reporting year are as follows:
Half Year to 30/06/2022 Half Year to 30/06/2021
£ £
Financial assets
Loans and receivables (including cash and cash equivalents) 101,588 263,946
Financial liabilities
Financial liabilities at amortised cost - -
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market risk (including
interest rate risk and currency risk), credit risk and liquidity risk. The
risk management policies employed by the Company to manage these risks are
discussed below. The primary objectives of the financial risk management
function are to establish risk limits, and then ensure that exposure to risk
stays within these limits. The operational and legal risk management functions
are intended to ensure proper functioning of internal policies and procedures
to minimise operational and legal risks.
i) Interest rate risks
All cash holdings and cash equivalents are held in accounts with variable
rates.
ii) Currency risks
Most of cash holdings and cash equivalents are held in sterling as at 30 June
2022. The Company is not exposed to exchange rate fluctuations as transactions
are undertaken denominated in foreign currencies.
iii) Credit risk
Credit risk refers to the risk that counterparty will default on its
contractual obligations resulting in financial loss to the Company. Credit
allowances are made for estimated losses that have been incurred by the
reporting date.
Concentrations of credit risk exist to the extent that the Company's cash
balances were all held with China Merchants Bank. Per Standard & Poor's,
the Short Term Foreign / Local Currency Deposit Rating is A-2.
iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities. The
Company's approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation.
The Company's financial liabilities are primarily amounts due to shareholders.
The amounts are unsecured, interest-free and repayable
on demand.
7. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors are of the opinion that under IFRS 8 the
Company has only one operating segment and one geographic market in UK. The
Board of Directors assess the performance of the operating segment using
financial information which is measured and presented in a manner consistent
with that in the Financial Statements. Segmental reporting will be reviewed
and considered in light of the development of the Company's business over the
next reporting period.
8. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Half Year to 30/06/2022 Half Year to 30/06/2021
£ £
Key management emoluments
Remuneration 27,500 20,250
The half year remuneration of the key management was as follows, with no other
cash or non-cash benefits.
£
Non-executive Directors
Ross Andrews 15,000
John Croft 12,500
27,500
9. TAXATION
The Company is incorporated in Jersey, and its activities are subject to
taxation at a rate of 0%.
10. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share information for its
ordinary shares. Basic earnings per share are calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares in issue during the reporting
period. Diluted earnings per share are determined by adjusting the profit or
loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all dilutive potential ordinary
shares.
There is no difference between the basic and diluted earnings per share, as
the Company has no potential ordinary shares.
Half Year to 30/06/2022 Half Year to 30/06/2021
Profit/(Loss) attributable to ordinary shareholders (62,347) 9,248
Weighted average number of shares 19,175,000 19,175,000
Earning/(loss) per share (expressed as pence per share) (0.33) 0.05
11. CASH AND CASH EQUIVALENTS
30/06/2022 31/12/2021
£ £
Cash at bank equivalents 101,588 182,974
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
12. SHARE CAPITAL
Number of shares Nominal
value
£
Authorised
Ordinary shares of GBP 0.01 each 48,000,000 480,000
Issued and fully paid
On incorporation 100 100
Subdivided share capital 9,900 -
10,000 100
Issue of shares upon placing 15,990,000 159,900
New shares issued 3,175,000 31,750
At 31 December 2021 19,175,000 191,750
At 30 June 2022 19,175,000 191,750
The issued shares have nominal value of each share of £0.01 and are fully
paid. There are no restrictions on the distribution of dividends and the
repayment of capital.
13. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the return to shareholders through the
optimisation of the balance between debt and equity.
The capital structure of the Company as at 30 June 2022 consisted of equity
attributable to the equity holders of the Company, totalling £100,350
(disclosed in the statement of changes in equity).
The Company reviews the capital structure on an on-going basis. As part of
this review, the directors consider the cost of capital and the risks
associated with each class of capital. The Company will balance its overall
capital structure through the payment of dividends, new share issues and the
issue of new debt or the repayment of existing debt.
14. RELATED PARTY TRANSACTIONS
The remuneration of the Directors, the key management personnel of the
Company, is set out in note 8.
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