REG - Ross Group PLC - Half-year Report
30/09/2022 16:15
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RNS Number : 4152B Ross Group PLC 30 September 2022
Ross Group Plc Half Yearly Financial Report 30(th) June 2022
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LEI: 213800PIS2QRIKPZB546 ROSS GROUP PLC
HALF YEARLY FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Financial Summary (6 months to 30 June 2022)
2022 2021
£'000 £'000 Change
Group Revenue - - -
Gross Profit/(Loss) - - -
Profit/(Loss) before tax (686) (85) 500.3%
Basic earnings per share -0.28p 500.3%
-0.04p
Diluted earnings per share -0.22p -0.03p 500.3%
Chairman's Statement
It is once again my pleasure to report to you on both the business activities
and the financial interim results of the Ross Group PLC ("Group") for the six
month period ended 30th June 2022.
I would like to report that, in this period, Ross Group PLC ("the Group") has
continued to proceed to implement its planned business strategy,
notwithstanding continuing to endure exceptional circumstances related to
COVID and its consequential economic effects, all of which as a result has
therefore subsequently resulted in a net loss after tax of £685,000 (2021
£85,000 loss) without revenue.
The Board during the first half of 2022 has faced uniquely unprecedented
challenges in the process of endeavouring to restructure its respective
start-up businesses within the existing overall operations that were both
acquired in 2019/2020 and subsequently effect by COVID during the last 2 years
and also required restructuring of its Ross Diversified division into a more
defined water, hydrogen, oil and gas specialist supply chain management and
service-providing operation, including, but not limited to, supply chain
financing, in addition to its existing Commodity business (including, but not
limited to, teak wood and others)
Consequently, this division is currently in detailed discussions with two
exciting start-up businesses that are wanting to engage in such specialist
supply chain management services and related operations.
As a result, the Group is therefore currently in the process of implementing
and/or amending its specialistic supply chain management protocols, procedures
and respective disciplines, in order to put in place a more appropriate robust
financial and investment infrastructure through the adoption and application
of a more horizontal integrational sub-strategy that will hopefully place the
Group to be in a better position so as to try to provide more efficient and
successful specialist supply chain management services in the foreseeable
future.
The Group has also recently extended an invitation to Mr Stephen Johanns to be
appointed as a Director-Designate (subject to his formal election approval at
the forthcoming 2022 AGM) and believe that his specialist skill set in both
the Group's supply chain management services in areas of energy and critical
infrastructure, as well as his own expertise in critical mineral supply chain
solutions, will help the Group produce some exciting and dynamic opportunities
in the near future. As in previous years, whereby we have utilised our
specialist supply chain management services in order to sustain our
operational overhead, we will also now be endeavouring to explore specifically
some strategic specialist supply chain opportunities and in doing we have
recently initiated a specific restructuring of Ross Diversified Trading Ltd, a
wholly-owned subsidiary of some 30 years, whereby it is envisioned that this
division should specifically provide a particular platform for another
specialist supply chain related business or businesses.
Whilst there has been no revenue during this particular period from any
outside third party contracts, it is now the Group's intention to
significantly revert and re-implement resources that will enable the Group to
grow its global supply chain services and produce a more substantial revenue
stream in the future.
Business Outlook
For the second half of 2022 the Board will continue, along with our team of
Advisors and Consultants, to work tirelessly with our specialist supply chain
management team in trying to successfully build a business of a specialist
supply chain strategy centered around its Standard Incorporate Coding of
Mining & Mineral business in order to try and ensure that the Group has a
more balanced structure that can allow and enable the exploring other
opportunities that may also arise during this uncertain and unique time.
The Directors have prepared cashflow forecasts to December 2023. These
cashflows have been sensitized to assess the adequacy of cash and funding
available should future economic effects of recession and/or inflation impinge
the activities of the Group. The directors have also confirmed additional
independent financial support should additional resources be required. Based
on the sensitivity testing and additional resources available the Directors
are satisfied the Group can continue as a going concern for the foreseeable
future.
Principal Risks and Uncertainties
The main risk to the existing operations of the Group is the possibility of
depleting necessary working capital in the event of not being able to achieve
enough specialist supply chain management service revenues and/or incurring
excessive expenses and/or overhead within a viable period of time. The Board
is both fully aware of these risks and, as a result, has always endeavoured to
managed its cash and cashflow conservatively and prudently; having already
ensured that its exposure to any RGP-525 liabilities in this instance are
primarily limited to its initial investment. In addition, the Board is equally
endeavouring to ensure that funds are being made available to the Group,
whilst also exploring other opportunities, specifically in the supply chain of
water, hydrogen, oil and gas sectors for future growth.
Your Directors are therefore reasonably confident that the Group currently has
both the financial resources and capability to fund existing expenses for
future specialist supply chain management growth.
Dividend
No ordinary interim dividend is proposed after considering the result for the
first half of the year, and the existing deficiency of retained reserves.
I would very much like to thank the members of the Board of Directors, as well
as our contractors, consultants and advisors for all their continued, and
highly appreciated, support, expertise and hard work.
Finally, as always, on behalf of our Board of Directors, I would also like to
personally extend my sincere thanks to our extraordinarily loyal and also new
shareholders for all their continued confidence, patience and truly
exceptional understanding.
Sincerely,
Barry Richard Pettitt
Chairman and Group Managing Director
Approved 30 September 2022
CONDENSED CONSOLIDATED INCOME STATEMENT UNAUDITED
6 months 6 months Year
ended 30 June ended 30 June ended 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Group Revenue - - -
Gross Profit - - -
Profit / (Loss) before Finance Cost (505) 131 (1,873)
Finance Cost 181 216 703
(Loss) before Taxation (686) (85) (2,576)
Taxation - - -
(Loss) for the Period (686) (85) (2,576)
Earnings per share (pence) -0.28 -0.04 -1.11
Diluted earnings per share (pence) -0.22 -0.03 -0.85
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED
Share Accumulated Translation Reserve Other Reserves
Capital Losses
Restated Restated
Balance at 1 Jan 2021 11,218 (39,820) (199) 15,384
(Loss) / Profit for the period - (85) - -
Foreign exchange adjustment - - (13) -
Total comprehensive income / (deficit) - (85) (212) -
Balance at 30 June 2021 11,218 (39,905) (212) 15,384
(Loss) / Profit for the period - (2,491) - -
Foreign exchange adjustment - - - -
Total comprehensive income / (deficit) - (2,491) - -
Share issue 14 - - -
Movement on convertible loans - 453 - -
Balance at 31 Dec 2021 11,232 (41,943) (212) 15,384
Balance at 1 Jan 2022 11,232 (41,943) (212) 15,384
(Loss) / Profit for the period - (686) - -
Foreign exchange adjustment - - (387) -
Total comprehensive income / (deficit) - (686) (387) -
Share issue 10 - - -
Balance at 30 June 2022 11,242 (42,629) (599) 15,384
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Non Current Assets 53 802 68
Current Assets:
Trade and Other Receivables 171 129 117
Cash and Cash Equivalents 12 307 209
183 436 326
Total Assets 236 1,238 394
Equity and Liabilities
Shareholders' Equity:
Share Capital 11,242 11,218 11,232
Share Premium Account 3,708 3,146 3,540
Other Reserves 15,384 15,384 15,384
Convertible debentures 4,692 5,145 4,692
Translation reserve (599) (212) (212)
Retained Earnings (42,629) (39,905) (41,943)
Total Equity (8,202) (5,224) (7,307)
Non-Current Liabilities:
Lease Liabilities 22 28 10
Long Term Borrowings 3,345 2,552 3,003
Provisions 813 - 813
Current Liabilities:
Trade and Other Payables 3,673 3,178 3,315
Shareholders funds in advance - 378 -
Lease Liabilities 10 35 37
Bank Overdraft and Loans 575 291 523
Total Liabilities 8,438 6,462 7,701
Total Equity and Liabilities 236 1,238 394
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Net Cash From/(Used In) Operating Activities (661) (281) (885)
Net Cash Used In Investing Activities (1) 567 793
Cash Flows From Financing Activities:
Amount withdrawn by Directors 35 5 -
Issue of ordinary shares 178 - 408
Net Increase/(Decrease) In Borrowings and Lease Liabilities 379 (75) (198)
Net Cash Flow From Financing Activities (70) (70) 210
Net Increase/(Decrease) In Cash and Cash Equivalents (197) 216 118
Cash and Cash Equivalent at Beginning of Period 209 91 91
Cash and Cash Equivalent at End of Period 12 307 209
Notes to the Interim Report
(1) The financial information contained in these statements for the
six months ended
30 June 2022 and 30 June 2021 is unaudited and does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006.
These statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the UK.
The interim financial statements have been prepared on the basis of the
accounting policies set out in the audited statutory accounts for the year
ended
31 December 2021.
The comparative information at 30 June 2021 has been restated as detailed in
note 11.
(2) Reconciliation of Operating (Loss) / Profit to Net Cash Flows
From Operating
Activities
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Operating Profit / (Loss) (505) 134 (1,873)
Profit on sale of fixed assets - (578) (337)
Exchange differences (391) (13) (4)
Depreciation and Amortisation 21 260 525
(Increase)/ Decrease In Trade and Other Receivables (18) 135 212
Increase/(Decrease) In Trade and Other Payables 232 (219) 592
Net Cash Generated From/(Used In) Operations (661) (281) (885)
(3) No ordinary interim dividend is proposed for 2022 (2021 -
£Nil).
(4) The comparative cash flow for the year ended 31 December 2021
has been
extracted from the audited accounts. The cash flows for the six months ended
30
June 2021 and 30 June 2022 are unaudited.
(5) Reconciliation of Movements In Equity
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Share Premium Account
Brought Forward 3,540 3,146 3,146
Movement 168 - 394
Carried Forward 3,708 3,146 3,540
Other Reserves
Brought Forward 15,384 15,384 15,384
Movement - - -
Carried Forward 15,384 15,384 15,384
Translation Reserve
Brought Forward (212) (199) (199)
Foreign exchange adjustment (387) (13) (13)
Carried Forward (599) (212) (212)
Retained Earnings
Brought Forward (41,943) (39,820) (39,820)
(Loss) / Profit for the Period (686) (85) (2,576)
Value of conversion rights on convertible loans - - 453
Carried Forward (42,629) (39,905) (41,943)
Convertible Debenture
Brought Forward 4,692 5,145 5,145
Movement - - (453)
Carried Forward 4,692 5,145 4,692
On 14 June 2022 the company made an announcement to the London Stock Exchange
confirming the issue of 9,087,000 shares equivalent to 4% of its existing
shareholding at a fixed price of 1.79 pence per new ordinary share.
(6) Non Current Assets
Right of use assets Property, Plant &
Land & Buildings Equipment Total
£'000 £'000 £'000
Cost
At 1 January 2022 138 33 171
Foreign exchange adjustment 4 1 5
Additions - 1 1
At 30 June 2022 142 35 177
Depreciation / Amortisation
At 1 January 2022 97 6 103
Charge for the period 18 3 21
On disposals - - -
At 30 June 2022 115 9 124
Net Book Value
At 30 June 2022 27 26 53
At 1 January 2022 41 27 68
(7) Current Assets
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Trade receivables - - -
Prepayments and accrued income 11 9 11
Other debtors 62 45 47
Directors loan 98 63 58
Loans to associated undertakings - - 13
171 117 129
Interest is charged on the Directors loan at a commercial rate.
(8) Current Liabilities
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Trade payables 368 293 245
Other creditors 448 407 496
Accruals and deferred income 210 280 191
Amounts owed to associated undertakings 2,647 2,335 2,246
Lease creditor 10 37 35
Other loans 229 177 -
Debentures 346 346 291
Shareholders funds in advance - 378
4,258 3,875 3,882
(9) Non Current Liabilities
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Lease creditor 22 10 28
Debentures 1,318 1,256 825
Other loans 2,027 1,747 1,727
Provision 813 813 -
4,180 3,826 2,580
(10) On 27 September 2018 two convertible loan debentures were issued for
£4,010,000 and £2,062,172 with a coupon rate of 5%.
The loan notes are convertible into Ordinary shares of the parent entity in
three years after the date of issue.
At the Annual General Meeting on 31 December 2020 it was agreed to extend the
conversion period to 26 September 2022.
At the Annual General Meeting on 31 December 2021 it was agreed to extend the
conversion period to 26 September 2025.
The convertible loan debenture will give right to a percentage of the issued
share capital of the parent company at the date of conversion. Each tranche of
£1 million debenture owed by the long term holders correspond to 4.925% of
the issued share capital at the date of conversion, resulting in a fixed
percentage of the issued share capital of the company to be allotted to the
loan holders regardless of the value / amount of the share capital of the
company.
30 June 31 Dec
2022 2021
£'000 £'000
Face value of notes issued 6,072 6,072
Value of conversion rights 4,692 4,692
Convertible loan debenture liability 1,380 1,380
Interest expense recognized in period 61 222
The other loans have been advanced to the company from One World Limited. The
funding was provided for a three year period, and interest is charged on these
loans at 6%.
(11) The Group has restated the condensed consolidated income statement,
condensed consolidated statement of financial position, and condensed
consolidated statement of changes in equity for 30 June 2021. This is due
errors in the accounting treatment for convertible loan debentures, foreign
exchange translation and recognition of a Group asset which was not owned by
the Group. This has been considered as a prior year error and has been
corrected in accordance with IAS 8 (Accounting Policies, Changes in Accounting
Estimates and Errors).Further details on the impact of the restatement were
included in the financial statements for the year ended 31 December 2021.
(12) As no revenue has been generated throughout the group in this period
nor the prior period, the Chief Operating Decision Maker believes the
information already disclosed in the interim financial statements is adequate
to fulfill the requirements of IFRS8 segmental reporting. This will be
reconsidered at the year end and in future periods as the group begins to
trade.
(13) The Interim Report will be sent by mail to all registered shareholders
and copies will be available from the Company's registered office at 71-75
Shelton Street, London, WC2H 9JQ. A downloadable copy will also be posted on
the Company's website www.ross-group.co.uk
Responsibility statement:
The Directors confirm that, to the best of their knowledge: -
a) the condensed set of financial statements has been prepared in
accordance with International Financial Reporting Standards (IFRS) and IAS 34
'Interim Financial Reporting';
b) the financial statements give a true and fair view of the assets,
liabilities, financial position and loss of the group:
c) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year); and
d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
On behalf of the Board
B Pettitt
Chief Executive Officer
Ross Group plc
Registered Office
71 - 75 Shelton Street
London WC2H 9JQ
Contact - S Mehta, Non Executive Director
Tel. - 07973 848349
Email - shashiuk@gmail.com
Website - www.ross-group.co.uk (http://www.ross-group.co.uk)
Chairman's Statement
It is once again my pleasure to report to you on both the business activities
and the financial interim results of the Ross Group PLC ("Group") for the six
month period ended 30th June 2022.
I would like to report that, in this period, Ross Group PLC ("the Group") has
continued to proceed to implement its planned business strategy,
notwithstanding continuing to endure exceptional circumstances related to
COVID and its consequential economic effects, all of which as a result has
therefore subsequently resulted in a net loss after tax of £685,000 (2021
£85,000 loss) without revenue.
The Board during the first half of 2022 has faced uniquely unprecedented
challenges in the process of endeavouring to restructure its respective
start-up businesses within the existing overall operations that were both
acquired in 2019/2020 and subsequently effect by COVID during the last 2 years
and also required restructuring of its Ross Diversified division into a more
defined water, hydrogen, oil and gas specialist supply chain management and
service-providing operation, including, but not limited to, supply chain
financing, in addition to its existing Commodity business (including, but not
limited to, teak wood and others)
Consequently, this division is currently in detailed discussions with two
exciting start-up businesses that are wanting to engage in such specialist
supply chain management services and related operations.
As a result, the Group is therefore currently in the process of implementing
and/or amending its specialistic supply chain management protocols, procedures
and respective disciplines, in order to put in place a more appropriate robust
financial and investment infrastructure through the adoption and application
of a more horizontal integrational sub-strategy that will hopefully place the
Group to be in a better position so as to try to provide more efficient and
successful specialist supply chain management services in the foreseeable
future.
The Group has also recently extended an invitation to Mr Stephen Johanns to be
appointed as a Director-Designate (subject to his formal election approval at
the forthcoming 2022 AGM) and believe that his specialist skill set in both
the Group's supply chain management services in areas of energy and critical
infrastructure, as well as his own expertise in critical mineral supply chain
solutions, will help the Group produce some exciting and dynamic opportunities
in the near future. As in previous years, whereby we have utilised our
specialist supply chain management services in order to sustain our
operational overhead, we will also now be endeavouring to explore specifically
some strategic specialist supply chain opportunities and in doing we have
recently initiated a specific restructuring of Ross Diversified Trading Ltd, a
wholly-owned subsidiary of some 30 years, whereby it is envisioned that this
division should specifically provide a particular platform for another
specialist supply chain related business or businesses.
Whilst there has been no revenue during this particular period from any
outside third party contracts, it is now the Group's intention to
significantly revert and re-implement resources that will enable the Group to
grow its global supply chain services and produce a more substantial revenue
stream in the future.
Business Outlook
For the second half of 2022 the Board will continue, along with our team of
Advisors and Consultants, to work tirelessly with our specialist supply chain
management team in trying to successfully build a business of a specialist
supply chain strategy centered around its Standard Incorporate Coding of
Mining & Mineral business in order to try and ensure that the Group has a
more balanced structure that can allow and enable the exploring other
opportunities that may also arise during this uncertain and unique time.
The Directors have prepared cashflow forecasts to December 2023. These
cashflows have been sensitized to assess the adequacy of cash and funding
available should future economic effects of recession and/or inflation impinge
the activities of the Group. The directors have also confirmed additional
independent financial support should additional resources be required. Based
on the sensitivity testing and additional resources available the Directors
are satisfied the Group can continue as a going concern for the foreseeable
future.
Principal Risks and Uncertainties
The main risk to the existing operations of the Group is the possibility of
depleting necessary working capital in the event of not being able to achieve
enough specialist supply chain management service revenues and/or incurring
excessive expenses and/or overhead within a viable period of time. The Board
is both fully aware of these risks and, as a result, has always endeavoured to
managed its cash and cashflow conservatively and prudently; having already
ensured that its exposure to any RGP-525 liabilities in this instance are
primarily limited to its initial investment. In addition, the Board is equally
endeavouring to ensure that funds are being made available to the Group,
whilst also exploring other opportunities, specifically in the supply chain of
water, hydrogen, oil and gas sectors for future growth.
Your Directors are therefore reasonably confident that the Group currently has
both the financial resources and capability to fund existing expenses for
future specialist supply chain management growth.
Dividend
No ordinary interim dividend is proposed after considering the result for the
first half of the year, and the existing deficiency of retained reserves.
I would very much like to thank the members of the Board of Directors, as well
as our contractors, consultants and advisors for all their continued, and
highly appreciated, support, expertise and hard work.
Finally, as always, on behalf of our Board of Directors, I would also like to
personally extend my sincere thanks to our extraordinarily loyal and also new
shareholders for all their continued confidence, patience and truly
exceptional understanding.
Sincerely,
Barry Richard Pettitt
Chairman and Group Managing Director
Approved 30 September 2022
CONDENSED CONSOLIDATED INCOME STATEMENT UNAUDITED
6 months 6 months Year
ended 30 June ended 30 June ended 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Group Revenue - - -
Gross Profit - - -
Profit / (Loss) before Finance Cost (505) 131 (1,873)
Finance Cost 181 216 703
(Loss) before Taxation (686) (85) (2,576)
Taxation - - -
(Loss) for the Period (686) (85) (2,576)
Earnings per share (pence) -0.28 -0.04 -1.11
Diluted earnings per share (pence) -0.22 -0.03 -0.85
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED
Share Accumulated Translation Reserve Other Reserves
Capital Losses
Restated Restated
Balance at 1 Jan 2021 11,218 (39,820) (199) 15,384
(Loss) / Profit for the period - (85) - -
Foreign exchange adjustment - - (13) -
Total comprehensive income / (deficit) - (85) (212) -
Balance at 30 June 2021 11,218 (39,905) (212) 15,384
(Loss) / Profit for the period - (2,491) - -
Foreign exchange adjustment - - - -
Total comprehensive income / (deficit) - (2,491) - -
Share issue 14 - - -
Movement on convertible loans - 453 - -
Balance at 31 Dec 2021 11,232 (41,943) (212) 15,384
Balance at 1 Jan 2022 11,232 (41,943) (212) 15,384
(Loss) / Profit for the period - (686) - -
Foreign exchange adjustment - - (387) -
Total comprehensive income / (deficit) - (686) (387) -
Share issue 10 - - -
Balance at 30 June 2022 11,242 (42,629) (599) 15,384
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Non Current Assets 53 802 68
Current Assets:
Trade and Other Receivables 171 129 117
Cash and Cash Equivalents 12 307 209
183 436 326
Total Assets 236 1,238 394
Equity and Liabilities
Shareholders' Equity:
Share Capital 11,242 11,218 11,232
Share Premium Account 3,708 3,146 3,540
Other Reserves 15,384 15,384 15,384
Convertible debentures 4,692 5,145 4,692
Translation reserve (599) (212) (212)
Retained Earnings (42,629) (39,905) (41,943)
Total Equity (8,202) (5,224) (7,307)
Non-Current Liabilities:
Lease Liabilities 22 28 10
Long Term Borrowings 3,345 2,552 3,003
Provisions 813 - 813
Current Liabilities:
Trade and Other Payables 3,673 3,178 3,315
Shareholders funds in advance - 378 -
Lease Liabilities 10 35 37
Bank Overdraft and Loans 575 291 523
Total Liabilities 8,438 6,462 7,701
Total Equity and Liabilities 236 1,238 394
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Net Cash From/(Used In) Operating Activities (661) (281) (885)
Net Cash Used In Investing Activities (1) 567 793
Cash Flows From Financing Activities:
Amount withdrawn by Directors 35 5 -
Issue of ordinary shares 178 - 408
Net Increase/(Decrease) In Borrowings and Lease Liabilities 379 (75) (198)
Net Cash Flow From Financing Activities (70) (70) 210
Net Increase/(Decrease) In Cash and Cash Equivalents (197) 216 118
Cash and Cash Equivalent at Beginning of Period 209 91 91
Cash and Cash Equivalent at End of Period 12 307 209
Notes to the Interim Report
(1) The financial information contained in these statements for the
six months ended
30 June 2022 and 30 June 2021 is unaudited and does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006.
These statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the UK.
The interim financial statements have been prepared on the basis of the
accounting policies set out in the audited statutory accounts for the year
ended
31 December 2021.
The comparative information at 30 June 2021 has been restated as detailed in
note 11.
(2) Reconciliation of Operating (Loss) / Profit to Net Cash Flows
From Operating
Activities
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Operating Profit / (Loss) (505) 134 (1,873)
Profit on sale of fixed assets - (578) (337)
Exchange differences (391) (13) (4)
Depreciation and Amortisation 21 260 525
(Increase)/ Decrease In Trade and Other Receivables (18) 135 212
Increase/(Decrease) In Trade and Other Payables 232 (219) 592
Net Cash Generated From/(Used In) Operations (661) (281) (885)
(3) No ordinary interim dividend is proposed for 2022 (2021 -
£Nil).
(4) The comparative cash flow for the year ended 31 December 2021
has been
extracted from the audited accounts. The cash flows for the six months ended
30
June 2021 and 30 June 2022 are unaudited.
(5) Reconciliation of Movements In Equity
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2022 2021 2021
£'000 £'000 £'000
Restated
Share Premium Account
Brought Forward 3,540 3,146 3,146
Movement 168 - 394
Carried Forward 3,708 3,146 3,540
Other Reserves
Brought Forward 15,384 15,384 15,384
Movement - - -
Carried Forward 15,384 15,384 15,384
Translation Reserve
Brought Forward (212) (199) (199)
Foreign exchange adjustment (387) (13) (13)
Carried Forward (599) (212) (212)
Retained Earnings
Brought Forward (41,943) (39,820) (39,820)
(Loss) / Profit for the Period (686) (85) (2,576)
Value of conversion rights on convertible loans - - 453
Carried Forward (42,629) (39,905) (41,943)
Convertible Debenture
Brought Forward 4,692 5,145 5,145
Movement - - (453)
Carried Forward 4,692 5,145 4,692
On 14 June 2022 the company made an announcement to the London Stock Exchange
confirming the issue of 9,087,000 shares equivalent to 4% of its existing
shareholding at a fixed price of 1.79 pence per new ordinary share.
(6) Non Current Assets
Right of use assets Property, Plant &
Land & Buildings Equipment Total
£'000 £'000 £'000
Cost
At 1 January 2022 138 33 171
Foreign exchange adjustment 4 1 5
Additions - 1 1
At 30 June 2022 142 35 177
Depreciation / Amortisation
At 1 January 2022 97 6 103
Charge for the period 18 3 21
On disposals - - -
At 30 June 2022 115 9 124
Net Book Value
At 30 June 2022 27 26 53
At 1 January 2022 41 27 68
(7) Current Assets
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Trade receivables - - -
Prepayments and accrued income 11 9 11
Other debtors 62 45 47
Directors loan 98 63 58
Loans to associated undertakings - - 13
171 117 129
Interest is charged on the Directors loan at a commercial rate.
(8) Current Liabilities
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Trade payables 368 293 245
Other creditors 448 407 496
Accruals and deferred income 210 280 191
Amounts owed to associated undertakings 2,647 2,335 2,246
Lease creditor 10 37 35
Other loans 229 177 -
Debentures 346 346 291
Shareholders funds in advance - 378
4,258 3,875 3,882
(9) Non Current Liabilities
30 June 31 Dec 30 June
2022 2021 2021
£'000 £'000 £'000
Restated
Lease creditor 22 10 28
Debentures 1,318 1,256 825
Other loans 2,027 1,747 1,727
Provision 813 813 -
4,180 3,826 2,580
(10) On 27 September 2018 two convertible loan debentures were issued for
£4,010,000 and £2,062,172 with a coupon rate of 5%.
The loan notes are convertible into Ordinary shares of the parent entity in
three years after the date of issue.
At the Annual General Meeting on 31 December 2020 it was agreed to extend the
conversion period to 26 September 2022.
At the Annual General Meeting on 31 December 2021 it was agreed to extend the
conversion period to 26 September 2025.
The convertible loan debenture will give right to a percentage of the issued
share capital of the parent company at the date of conversion. Each tranche of
£1 million debenture owed by the long term holders correspond to 4.925% of
the issued share capital at the date of conversion, resulting in a fixed
percentage of the issued share capital of the company to be allotted to the
loan holders regardless of the value / amount of the share capital of the
company.
30 June 31 Dec
2022 2021
£'000 £'000
Face value of notes issued 6,072 6,072
Value of conversion rights 4,692 4,692
Convertible loan debenture liability 1,380 1,380
Interest expense recognized in period 61 222
The other loans have been advanced to the company from One World Limited. The
funding was provided for a three year period, and interest is charged on these
loans at 6%.
(11) The Group has restated the condensed consolidated income statement,
condensed consolidated statement of financial position, and condensed
consolidated statement of changes in equity for 30 June 2021. This is due
errors in the accounting treatment for convertible loan debentures, foreign
exchange translation and recognition of a Group asset which was not owned by
the Group. This has been considered as a prior year error and has been
corrected in accordance with IAS 8 (Accounting Policies, Changes in Accounting
Estimates and Errors).Further details on the impact of the restatement were
included in the financial statements for the year ended 31 December 2021.
(12) As no revenue has been generated throughout the group in this period
nor the prior period, the Chief Operating Decision Maker believes the
information already disclosed in the interim financial statements is adequate
to fulfill the requirements of IFRS8 segmental reporting. This will be
reconsidered at the year end and in future periods as the group begins to
trade.
(13) The Interim Report will be sent by mail to all registered shareholders
and copies will be available from the Company's registered office at 71-75
Shelton Street, London, WC2H 9JQ. A downloadable copy will also be posted on
the Company's website www.ross-group.co.uk
Responsibility statement:
The Directors confirm that, to the best of their knowledge: -
a) the condensed set of financial statements has been prepared in
accordance with International Financial Reporting Standards (IFRS) and IAS 34
'Interim Financial Reporting';
b) the financial statements give a true and fair view of the assets,
liabilities, financial position and loss of the group:
c) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year); and
d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
On behalf of the Board
B Pettitt
Chief Executive Officer
Ross Group plc
Registered Office
71 - 75 Shelton Street
London WC2H 9JQ
Contact - S Mehta, Non Executive Director
Tel. - 07973 848349
Email - shashiuk@gmail.com
Website - www.ross-group.co.uk (http://www.ross-group.co.uk)
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