Amala Foods Plc
("Amala" or the "Company")
Half Yearly Financial Report Ended 30 September 2023
Amala Foods Plc (LON: DISH), a cash shell company, is pleased to announce the publication of the Half Yearly Financial Report for the period ended 30 September 2023 which is below this announcement. The Half Yearly Financial Report will also shortly be available via the National Storage Mechanism.
The Company expects to announce shortly a potential transaction with a view to a Reverse Takeover.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR").
Enquiries:
Jonathan Morley-Kirk, Non-Executive Chairman
jmk@bluebirdmv.com
Amala Foods PLC
Financial Report
For the Half-Year Ended 30 September 2023
(Unaudited)
REPORT OF THE DIRECTORS
The Directors present the report together with the unaudited interim financial statements for the Company for the half-year ended 30 September 2023.
The Company
Amala Foods Plc is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.
Principal Activity and Business Review
The Company's principal activity during the period ended 30 September 2023 was a cash shell company. The Directors are actively seeking new opportunities that will lead to a Reverse Takeover.
Results and Dividends
The results of the Company for the half-year ended 30 September 2023 show a loss before taxation of GBP 39,602 (30 September 2022 showed a loss of GBP 82,631).
No dividends have been paid during the half-year ended 30 September 2023 or during the comparative period.
Principal Risks and Uncertainties
The principal business risks that have been identified are as below.
Transaction Risk
There is no guarantee that a suitable transaction will be identified and will be successfully completed, resulting in a Reverse Takeover. Even if a transaction is successful, there is no guarantee that the Directors will be successful in managing the new business and derive the value that is hoped. Should a transaction not complete, once identified, then the Directors will need to invest further time and resources in identifying another suitable target company.
Funding Risk
The Company has not yet achieved profitability and is therefore reliant on periodically raising finance to fund its expenditure. There can be no guarantees that additional capital will be available when required. Whilst the Company raised GBP 405,000 in Convertible Loan Notes, there is no guarantee that further capital will be available if and when required to complete a transaction that will result in a Reverse Takeover or that further capital will be available to fund an enlarged group after the completion of a transaction. The Directors have taken steps to conserve cash including not receiving any remuneration until there is a successful Reverse Takeover.
Key Personnel Risk
The Company is dependent on the experience and abilities of its Directors. Whilst the Company does not expect any of the Directors to leave the Company, if such individuals were to leave the Company, and the Company was unable to attract suitable experienced personnel, it could have a negative impact on the future prospects of the Company.
Events after the Reporting Period
Refer note 9 of the unaudited interim financial statements.
Company Directors
| |
Position |
Appointment Date | Audit Committee | Remuneration Committee |
| Jonathan Morley-Kirk | Non-Executive Chairman | 16 April 2016 |
|
|
| Aidan Bishop | Executive Director | 16 April 2016 | - | - |
| Celia Li | Non-Executive Director | 17 March 2023 |
|
|
Share Capital
At 30 September 2023, the issued share capital of the Company stood at 466,920,137 - with 23,299,314 new shares having been issued during the period (refer note 9 of the unaudited interim financial statements).
This Directors' Report was approved by the Board of Directors on 8 November 2023 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
8 November 2023
STATEMENT OF COMPREHENSIVE INCOME
For the half-year ended 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note GBP GBP
Administrative expenses (39,602) (91,327)
Fair value gain 7 - 8,696
Loss before taxation (39,602) (82,631)
Income tax expense - -
Loss for the period 4 (39,602) (82,631)
Earnings per share:
Basic and diluted loss per share 6 (0.0001) (0.0002)
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
at 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note GBP GBP
Current assets
Trade and other receivables 5 101,189 94,675
Cash and cash equivalents 209,742 10,743
310,931 105,418
Current liabilities
Trade and other payables (74,570) (101,335)
Borrowings (1,092,569) (627,537)
(1,167,139) (728,872)
Net assets/(liabilities) (856,208) (623,454)
Equity
Issued share capital 6 6,568,640 6,488,490
Retained earnings (8,080,872) (8,883,963)
Other Reserves 8 661,104 1,772,019
Total equity (856,208) (623,454)
The accompanying notes form an integral part of these financial statements.
These financial statements were approved by the Board of Directors.
Jonathan Morley-Kirk
Chairman
8 November 2023
STATEMENT OF CHANGES IN EQUITY
at 30 September 2023
Share Retained Other Total Capital Earnings Reserves Equity
GBP GBP GBP GBP
March 2022 6,488,490 (8,801,332) 1,714,715 (598,127)
Loss for the period - (82,631) - (82,631)
Total comprehensive income for the period - (82,631) - (82,631)
Warrants reserves - - (8,696) (8,696)
Shares to be issued reserve - - 66,000 66,000
Total transactions with owners - - 57,304 57,304
At 30 September 2022 (unaudited) 6,488,490 (8,883,963) 1,772,019 (623,454)
Loss for the period - (357,445) - (357,445)
Total comprehensive income for the period - (357,445) - (357,445)
Shares to be issued waived - 201,000 (267,000) (66,000)
Contingent shares to be issued to Directors - - 125,000 125,000
Expired and cancelled options - 994,058 (994,058) -
Options reserve - - 16,441 16,441
Warrants reserve - - 8,696 8,696
Total transactions with owners - 1,195,058 (1,110,921) 84,137
At 31 March 2023 6,488,490 (8,046,350) 661,098 (896,762)
Loss for the period - (39,602) - (39,602)
Total comprehensive income for the period - (39,602) - (39,602)
Issue of new ordinary shares (net) 80,150 - - 80,150
Shares to be issued reserve - - 6 6
Total transactions with owners 80,150 - 6 80,156
At 30 September 2023 (unaudited) 6,568,640 (8,085,952) 661,104 (856,208)
The accompanying notes form an integral part of these financial statements.
CASH FLOW STATEMENT
For the half-year ended 30 September 2023
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Note GBP GBP
Cash flows from operating activities
Cash paid to suppliers (108,475) (9,124)
Net cash from operating activities (108,475) (9,124)
Net increase (decrease) in cash (108,475) (9,124)
Cash and cash equivalents at start of period 318,217 19,867
Cash and cash equivalents at end of the period 209,742 10,743
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half-year ended 30 September 2023
1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
The interim financial statements have been prepared in accordance with the recognition and measurement principles of UK adopted International Accounting Standards and expected to be effective at the year-end of 31 March 2024. The accounting policies are unchanged from the financial statements for the year ended 31 March 2023. The interim financial statements, which have been prepared in accordance with International Accounting Standard 34 (IAS 34) as adopted by the European Union, are unaudited. Accounts for the year ended 31 March 2023, prepared in accordance with IFRS, have been filed. The Auditors' Report on those accounts was unqualified, but did include a material uncertainty in respect of going concern.
The interim financial statements are for the six months to 30 September 2023. The interim consolidated financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual financial statements for the year ended 31 March 2023.
2. GOING CONCERN
The Company entered into a Deed of Standstill with a creditor to reprofile outstanding debt to a reduced amount of GBP 787,719 (amended further in April 2023 with the conversion of shares to the value of GBP 80,150 - refer note 9 of the unaudited interim financial statements) that would convert to shares at the re-admission price upon a Reverse Takeover and that no interest will accrue and for all existing warrants to be cancelled upon a Reverse Takeover. Should a Reverse Takeover not take place then the creditor may call upon cash repayment. Given the passage of time, agreements have been made with certain of these parties that the cash repayments will not be called upon despite the due dates passing.
Furthermore, the Company raised GBP 405,000 in Convertible Loan Notes that would be largely utilised to fund a transaction leading to a Reverse Takeover. These Convertible Loan Notes are automatically converted into shares upon a Reverse Takeover. However, the holders of the convertible loan notes may call upon cash repayment should there be no Reverse Takeover.
Having prepared and reviewed cashflow forecasts, the Directors have ascertained that further finance will need to be raised should the convertible loans be required to be repaid in cash in the next 12 months. The Directors are confident that should the convertible loan notes, in part or in full, require repayment then they would be able to raise sufficient funds to be able to make such repayments whilst still funding the Company's forecasted expenditure. They are also confident of a transaction occurring and therefore the share conversion option of the convertibles presenting the best value opportunity to holders. The Company has been reviewing several potential transactions but as completion of a reverse takeover by the required dates and thus avoiding cash repayment of the convertible loan notes is not guaranteed and given the requirement to raise further funds in such an event within the next 12 months, they acknowledge that a material uncertainty relating to going concern exists.
The accounts have therefore been prepared on a going concern basis.
3. SEGMENTAL REPORTING
The Company's operating segments are based on geographical location and determined solely as Jersey.
4. LOSS FOR THE PERIOD BEFORE TAX
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
GBP GBP
Loss for the period has been arrived at after charging:
Directors remuneration - 70,000
The directors did not receive any remuneration in the form of share based payments, post-employment benefits, termination benefits or other long-term benefits in the periods ended 30 September 2023 and 30 September 2022. The Directors agreed to not receive any remuneration due for the period prior to and during the suspension of the listing and until a transaction is completed that leads to a Reverse Takeover - at 31 March 2023, GBP 125,000 was shown as due to Directors and to be issued in equity at the readmission price, which is contingent on the successful Reverse Takeover.
5. TRADE AND OTHER RECEIVABLES
30 Sep 2022 30 Sep 2021
(unaudited) (unaudited)
GBP GBP
Loan receivable 101,189 94,675
Balance at end of period 101,189 94,675
Loan receivable at 30 September 2023 relates to USD 125,000 loaned to Terra Rara UK Ltd, which the directors believe is fully recoverable at 30 September 2023.
6. SHARE CAPITAL
6.1 Share Capital
30 Sep 2023 30 Sep 2022
(unaudited) (unaudited)
Number GBP Number GBP
Opening balance 443,620,823 6,488,490 373,620,823 6,287,269
Ordinary shares - new shares issued during the period 23,299,314 80,150 70,000,000 210,000
Loan receivables settlement and adjustments - - - (8,779)
Closing balance 466,920,137 6,568,640 443,620,823 6,488,490
The shares have no par value. The Group holds 19,607,383 shares in treasury (30 September 2022, 19,607,383).
6.2 Earnings Per Share
| | 30 Sep 2023 (unaudited) GBP | 30 Sep 2022 (unaudited) GBP |
|
Basic and diluted earnings per share |
(0.0001) |
(0.0002) |
| Loss used to calculate basic and diluted earnings per share | (39,602) | (82,631) |
| Weighted average number of shares used in calculating basic and diluted earnings per share | 464,615,809 | 443,620,823 |
Earnings per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding and shares to be issued during the period.
In 2023 and 2022, the potential ordinary shares were anti-dilutive as the Group was in a loss making position and therefore the conversion of potential ordinary shares would serve to decrease the loss per share from continuing operations. Where potential ordinary shares are anti-dilutive a diluted earnings per share is not calculated and is deemed to be equal to the basic earnings per share.
The warrants noted in note 7 could potentially dilute EPS in the future.
7. SHARE WARRANTS
Warrants are denominated in Sterling and are issued for services provided to the Company
Warrants at 30 September 2023:
|
Exercise price | No. issued and exercisable at 01 Apr 2023 |
No. exercised in period |
No. lapsed in period | No. outstanding and exercisable at 30 Sep 2022 |
Expiry date |
| 1.35p | 4,324,320 | - | - | 4,324,320 | 19 October 2023 |
| 1.10p | 5,404,400 | - | - | 5,404,400 | 19 November 2023 |
| 1.15p | 43,478,260 | - | - | 43,478,260 | 16 July 2025 |
| Closing balance | 53,206,980 | - | - | 53,206,980 |
|
8. RESERVES
|
| 30 Sep 2023 (unaudited) GBP | 30 Sep 2022 (unaudited) GBP
|
|
Share options reserve |
- |
977,617 |
| Warrants reserve Shares to be issued reserve
| 381,159 279,945* | 372.463 421,939 |
|
Balance at end of period |
661,104 |
1,772,019
|
* The Directors agreed to not receive any remuneration due for the period prior to and during the suspension of the listing and until a transaction is completed that leads to a Reverse Takeover - GBP 125,000 due to Directors is to be issued in equity at the readmission price, which is contingent on the successful Reverse Takeover.
9. EVENTS AFTER THE REPORTING PERIOD
There are no events to report.
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