VERTU CAPITAL LIMITED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2020
I have pleasure in presenting the consolidated interim financial statements of Vertu Capital Limited (the Company) and its subsidiary (collectively referred as the "Group") for the period from 1 January 2020 to 30 June 2020.
During the financial period, the Group reported a net loss of £52,536 (0.04p per share). As at 30 June 2020, the Group had cash in bank balance of £253,689.
In the last six months, the Company could not explore any opportunities owing to the adverse economic condition arising from the Covid-19 pandemic that affected the global economy. However the board has been in discussion with several potential acquisition targets but all are in early stage of discussion. The Company remain actively looking to identify other suitable target companies or businesses.
I look forward to seeing better progress with the potential target acquisitions in the next few months with gratitude to our shareholders, for their continued support.
Kiat Wai Du
Non-Executive Chairman
30 September 2020
The main expense for the Group is its legal and professional costs. The management intends to monitor and control this to be cost efficient and minimise its net loss before a suitable acquisition.
The COVID-19 outbreak has not had a significant impact to the Group's position to date. The evolution of this pandemic is closely being monitored, including how it may affect the Group, the economy and the general population.
The Board looks forward to providing further updates to shareholders in due course and actively reviewed a number of potential acquisition opportunities across the sector, none of which has met the necessary criteria for selection.
Responsibility Statement
The Directors are responsible for preparing the Consolidated Interim 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) as adopted by the European Union.
The Directors confirm that, to the best of their knowledge, the consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim 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 first six months and their impact on the consolidated 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.
Director
30 September 2020
| | | 6 months period ended 30 June 2020 | | 6 months period ended 30 June 2019 |
| | Notes | £ | | £ |
| | | (Unaudited) | | (Unaudited) |
| | | | | |
| Operating expenses | | (52,536) | | (65,520) |
| OPERATING LOSS BEFORE TAXATION | | (52,536) | | (65,520) |
| Income tax expense | 3 | - | | - |
| LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY | | (52,536) | | (65,520) |
| OTHER COMPREHENSIVE INCOME | | | | |
| Other comprehensive income | | - | | - |
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | | (52,536) | | (65,520) |
| | | | | |
| Basic and diluted loss per share (pence) | 4 | (0.04) p | | (0.05) p |
| | | | | |
| | | As at 30 June 2020 | | As at 31 December 2019 | | As at 30 June 2019 |
| | Notes | £ | | £ | | £ |
| | | (Unaudited) | | (Audited) | | (Unaudited) |
| CURRENT ASSETS | | | | | | |
| Other receivables | | 4,080 | | 11,309- | | 10,135 |
| Due from director | | - | | 1,249 | | - |
| Cash and cash equivalents | | 253,689 | | 295,891 | | 386,229 |
| | | 257,769 | | 308,449 | | 396,364 |
| CURRENT LIABILITIES | | | | | | |
| Other payables | | 31,609 | | 42,921 | | 33,660 |
| Amount owing to directors | | 13,168 | | - | | 12,501 |
| | | 44,777 | | 42,921 | | 46,161 |
| | | | | | | |
| NET ASSETS | | 212,992 | | 265,528 | | 350,203 |
| | | | | | | |
| CAPITAL AND RESERVE | | | | | | |
| Stated capital | 5 | 1,200,000 | | 1,200,000 | | 1,200,000 |
| Accumulated losses | | (987,008) | | (934,472) | | (849,797) |
| TOTAL EQUITY | | 212,992 | | 265,528 | | 350,203 |
| | | | | | | |
| | | 6 months period ended 30 June 2020 | | 6 months period ended 30 June 2019 |
| | | £ | | £ |
| | | (Unaudited) | | (Unaudited) |
| | | | | |
| Cash flow from operating activities | | | | |
| Operating loss | | (52,536) | | (65,520) |
| Changes in working capital | | | | |
| Other receivables | | 7,229 | | (3,339) |
| Other payables | | (11,312) | | (9,926) |
| Advances from directors | | 14,417 | | (23,898) |
| | | 10,334 | | (37,163) |
| Net cash flow used in operating activities | | (42,202) | | (102,683) |
| | | | | |
| Net decrease in cash and cash equivalents | | (42,202) | | (102,683) |
| Cash and cash equivalents at beginning of period | | 295,891 | | 488,912 |
| Cash and cash equivalents at end of period | | 253,689 | | 386,229 |
| | | | | |
Period from 1 January 2020 to 30 June 2020 (unaudited)
| | Stated capital | | Accumulated losses | | Total |
| | £ | | £ | | £ |
| As at 1 January 2020 | 1,200,000 | | (934,472) | | 265,528 |
| Loss for the period | - | | (52,536) | | (52,536) |
| Total comprehensive loss for the period | - | | (52,536) | | (52,536) |
| | | | | | |
| As at 30 June 2020 | 1,200,000 | | (987,008) | | 212,992 |
Period from 1 January 2019 to 30 June 2019 (unaudited)
| | Stated capital | | Accumulated losses | | Total |
| | £ | | £ | | £ |
| As at 1 January 2019 | 1,200,000 | | (784,277) | | 415,723 |
| Loss for the period | - | | (65,520) | | (65,520) |
| Total comprehensive loss for the period | - | | (65,520) | | (65,520) |
| | | | | | |
| As at 30 June 2019 | 1,200,000 | | (849,797) | | 350,203 |
For the year ended 31 December 2019 (audited)
| | Stated capital | | Accumulated losses | | Total |
| | £ | | £ | | £ |
| As at 1 January 2019 | 1,200,000 | | (784,277) | | 415,723 |
| Loss for the year | - | | (150,195) | | (150,195) |
| Total comprehensive loss for the year | - | | (150,195) | | (150,195) |
| | | | | | |
| As at 31 December 2019 | 1,200,000 | | (934,472) | | 265,528 |
1. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on 12 September 2014 as an exempted company with limited liability under the Companies Law. The registered office of the Company is at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands.
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 interim financial statements comprise of financial information of the Company and its subsidiary (together referred to as the "Group")
The Company's nature of operations is to act as a special purpose acquisition company.
2. ACCOUNTING POLICIES
Basis of preparation
The consolidated interim financial statements for the six months period ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. It is unaudited and does not constitute statutory financial statements. The comparative interim financial information covers the period ended 30 June 2019.
The consolidated interim financial statements have been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Group for the year ended 31 December 2019, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The consolidated interim financial statements are presented in British Pound Sterling ("£").
Application of new and revised International Financial Reporting Standards ("IFRSs")
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the EU.
At the date of authorisation of this report, the Directors have reviewed the standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for 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 statements of the Group for being non-trading group.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
All intercompany transactions, balances, income and expenses are eliminated in consolidation
Going concern
The consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
The Group had cash balance of £250,000, which the Directors believe will be sufficient to pay ongoing expenses and pre-acquisition activities and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of this report.
The Covid-19 outbreak has not had a significant impact to the Group's matters to date. The directors will continue to monitor and assess the ongoing development and respond accordingly.
3. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in Cayman Islands.
No tax is applicable to the Company for the period ended 30 June 2020. As a consequence no tax charge arise and no deferred income tax asset has been recognised in respect of losses.
4. 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
| | 6 months period ended 30 June 2020 | | 6 months period ended 30 June 2019 |
| Loss for the period (£) | (52,536) | | (65,520) |
| Weighted average number of shares (Unit) | 119,999,999 | | 119,999,999 |
| Loss per share (Pence) | (0.04)p | | (0.05)p |
5. STATED CAPITAL
| | Number of shares | | Share capital £ | | Share premium £ |
| Allotted, called up and fully paid | | | | | |
| At 30 June 2019 and 30 June 2020 | 119,999,999 | | 1,200,000 | | - |
6. DIRECTORS EMOLUMENTS
| Directors fee for the period | 6 months period ended 30 June 2020 | | 6 months period ended 30 June 2019 |
| | £ | | £ |
| William Du Kiat Wai | 2,500 | | 2,500 |
| Shunita Maghji | 2,500 | | 2,500 |
| Simon James Retter | 12,500 | | 12,500 |
| Mark Jonathan Mortlock Simmonds | - | | 8,602 |
| | 17,500 | | 26,102 |
7. RELATED PARTY TRANSACTIONS
The directors are considered to be key management, and their emoluments are disclosed in note 6.
During the period, the Group did not enter into any material transactions with related parties outside the Group.
| | As at 30 June 2020 | | As at 30 December 2019 |
| | £ | | £ |
| | | | |
| Amount due to/(from) directors | 13,168 | | (1,249) |
8. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the operations of the Group.
9. SUBSEQUENT EVENTS
There are no subsequent events requiring disclosure in these consolidated interim financial statements.
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