TIDMDISH
RNS Number : 4995U
Amala Foods PLC
03 December 2021
-- Amala Foods Plc
( " Amala " or the " Company")
Further Re: 2021 Annual Financial Report
Amala Foods Plc (LON: DISH), a food technology company, is
pleased to provide a copy of the Annual Financial Report for the
Year Ended 31 March 2021 below this announcement in addition to
being available via the National Storage Mechanism and on a PDF
link in yesterday's announcement as well soon being available on
the Company website.
The Directors would like to highlight on page 11 that the
Independent Auditors state "In auditing the financial statements,
we have concluded that the director's use of the going concern
basis of accounting in the preparation of the financial statements
is appropriate. Our evaluation of the directors' assessment of the
Group's ability to continue to adopt the going concern basis of
accounting included reviewing and challenging cashflow forecasts
prepared by Management covering the going concern period, including
the key assumptions made and discussing their strategies regarding
future fund raises."
The going concern period is the period of twelve months
following the publication of the Annual Financial Report.
The Company is aware that future fund raises will be required.
The Company stated in yesterday's announcement that it has a low
cash burn and utilises a Salary Sacrifice Scheme which ensures cash
outlay is minimal. The Company is having active discussions with
investors so that the business can continue to grow and will update
the market during the first quarter of 2022.
The Half-Yearly Report to 30 September 2021 is due to be
published by the end of January 2022.
Enquiries:
Jonathan Morley-Kirk, Non-Executive Chairman
jmk@bigdish.com
Directors Aidan Bishop Executive Director
Jonathan Morley-Kirk Non-executive Chairman
Company Secretary Roger Matthews
Registered office of the Company 1st Floor, Woodford House
Peter Street
St Helier JE2 4SP
Jersey
Auditor PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Banker Barclays Bank
39-41 Broad Street
St Helier
Jersey
CONTENTS
Directors and Governance
Chairman's R eport 4
Report of the Directors 5
Strategic Report 10
Accounts
Independent Auditor's Report to the Members of Amala Foods PLC
11
Consolidated Statement of Comprehensive Income 14
Consolidated Statement of Financial Position 15
Consolidated Statement of Changes in Equity 16
Consolidated Cash Flow Statement 17
Notes to the Accounts 18
CHAIRMAN'S REPORT
The year ended 31 March 2021 saw the end of the first year of
the COVID-19 global pandemic. It was a year that saw a terrible
loss of life, huge disruption for businesses and working practices,
as well as a general lack of investment capital for businesses. In
many ways it was a perfect storm for smaller businesses.
The UK hospitality sector was particularly badly hit by the
pandemic. The UK government closed pubs, restaurants and nightclubs
with devastating drops to their revenues. There have been many such
businesses that have closed and will never re-open.
BigDish clearly could not survive solely in the UK hospitality
sector. Therefore, the Board of Directors looked at a number of
compatible other sectors and geographical locations with a view of
adapting BigDish technology. This has led to a number of potential
opportunities being evaluated and monitored.
On 22 March 2021 the Company announced an exciting Joint Venture
with a plant-based foods business based in South-East Asia. The
formation was approved on 27 May 2021 and the Company was
re-branded as Amala Foods PLC. This is a fast-growing sector as
plant-based diets become more mainstream. The Company will actively
review options to utilise technology to reach restaurants and
consumers.
The Group has discontinued operations in Hong Kong, Indonesia
and the Philippines in the year ended 31 March 2021 and the losses
of GBP 162,589 associated with those entities are outlined in note
9 of the audited accounts. Details of the prior year adjustments
related to salary sacrifice are outlined in note 22 of the audited
accounts.
The Company has sought to conserve cash and remain nimble in the
hope of riding out the COVID-19 storm.
Jonathan Morley-Kirk
Chairman
01 December 2021
REPORT OF THE DIRECTORS
The Directors present the report together with the audited
accounts of the Company for the year ended 31 March 2021.
The Company
Amala Foods Plc (Formerly BigDish Plc), the parent Company, 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 year ended 31 March
2021 was a holding company, holding subsidiaries trading under the
"BigDish" brand in United Kingdom and a technology development
centre in the Philippines. The Group's principal activity during
this period was to develop and market a food technology platform.
The Company also has, post-year end, a a Joint Venture plant-based
food technology business in the Philippines, Amala Foods Inc, which
undertakes research and development with a view to achieve
commercialization. The Directors believe this will be the value
driver of the business going forward
Results and Dividends
The results of the Group for the period ended 31 March 2021 show
a loss before taxation of GBP 998,368 (31 March 2020 showed a
re-stated loss of GBP 1,480,457).
The Directors do not recommend the payment of a dividend for the
period ended 31 March 2021 (2020: GBP Nil).
Carbon Dioxide Emissions
At the current stage of development carbon dioxide emissions is
not material. As the business develops to commercial scale the
Company intends to actively monitor carbon dioxide emissions and
will devise strategies to reduce emissions where possible and
ensure applicable reporting thereon.
Future Developments
The Company's future developments are outlined in the Strategic
Report section.
Going Concern
The Directors acknowledge COVID-19 has had, and may continue to
have, an adverse impact on economic growth globally and capital
markets. However, the Directors are confident that despite this,
sufficient funds will be able to be raised when required during the
next 12 months to enable the Group to meet its obligations as they
fall due. However, as a result of the requirement to raise further
funds in 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. The auditors make reference to going concern by way of a
material uncertainty within their audit report.
Principal Risks and Uncertainties
The principal business risks that have been identified are as
below.
COVID-19 Risks
The restaurant sector has experienced significant disruption
from COVID-19. This has impacted the Company's business and
continues to do so. The Company continues to monitor the impact of
COVID-19 on an ongoing basis and expects that some of its
restaurant partners may not remain in business as a result. The
Company is assessing how best to utilise the BigDish technology
platform for its future business activities in the light of the
changing hospitality landscape due to the COVID-19 pandemic.
The Joint Venture company is expected to be impacted by COVID-19
due to lockdowns in the Philippines which may affect operations
periodically and also delay ordering equipment and supplies.
Marketplace Risk
The Company is operating in a competitive market and faces
competition from other companies who do or may in the future offer
a similar service on similar terms. Competitors may have much
greater access to capital than the Company and therefore may be
able to bring products to market sooner.
If the Company is unable to attract sufficient and potential
customers at the rate expected, the Company may be unable to
successfully compete in the market which may have a material
adverse impact on its future prospects.
Joint Venture Risk
The Company has entered a Joint Venture and formed Amala Foods,
Inc. in the Philippines to use food technology to create
plant-based products for restaurants and consumers. Whilst the
Joint Venture partners are experienced in the food industry, the
marketplace for plant-based products is competitive and there can
be no guarantee that the Joint Venture will result in a profitable
business venture.
Funding Risk
The Company has not reached breakeven due to the early stage of
business development. This therefore requires that the Company
raises additional capital periodically. There can be no guarantees
that additional capital will be available when required.
Key Personnel Risk
The loss of/inability to attract key personnel could adversely
affect the business of the Company. The Company is dependent on the
experience and abilities of its executive Directors and certain
Senior Managers and technology staff. If such individuals were to
leave the Company, and the Company was unable to attract suitable
experienced personnel to compensate for those departing, it could
have a negative impact on the rate of growth of the business.
Compliance Risk
The Company may process personal data (names, emails and
telephone numbers), which may be considered sensitive, as part of
its business. The Company may be subject to investigative or
enforcement action by regulatory authorities in the Company's
countries of operations if it acts or is perceived to be acting
inconsistently with the terms of its privacy policy, customer
expectations or the law. The Company will continue to monitor its
policies to ensure on-going compliance with the General Data
Protection Regulation (GDPR) regulations.
Brexit Risk
The Company has not made contingency plans for risks associated
with Brexit albeit this is not expected to impact the business
given the locations of its current activities.
Any risks that may arise will be mitigated through on-going
review by Management and reporting of KPIs to the Board for
periodic review and strategy amendment as required. Further details
are provided in the Strategic Report section .
Corporate Governance
The Company is registered in Jersey. There is no applicable
regime of corporate governance to which the directors of a Jersey
company must adhere over and above the general fiduciary duties and
duties of care, skill and diligence imposed on such directors under
Jersey law. As a Jersey company and a company with a Standard
Listing, the Company is not required to comply with the provisions
of the UK Corporate Governance Code. The Directors have
responsibility for the overall corporate governance of the Company
and recognise the need for appropriate standards of behaviour and
accountability.
The Directors are committed to the principles underlying best
practice in corporate governance and have regard to certain
principles outlined in the UK Corporate Governance Code to the
extent they are considered appropriate for the Company given its
size, early stage of operations and complexities.
Internal Control
The Directors acknowledge they are responsible for the Group's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Group failing to achieve its strategic objectives. It should be
recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business. The Company is at an early
stage in its development and directors and senior management are
directly involved in approving all significant investment and
expenditure decisions of the Company and its subsidiaries.
Audit Committee
The Company has established an Audit Committee with delegated
duties and responsibilities. The Audit Committee is responsible,
amongst other things, for making recommendations to the Board on
the appointment of auditors and the audit fee, monitoring and
reviewing the integrity of the Company's accounts and any formal
announcements on the Company's financial performance as well as
reports from the Company's auditors on those accounts. Since the
resignation of Simon Perrée, the Audit Committee includes only
Jonathan Morley-Kirk, which the Board has deemed is reasonable for
the time being but will be expanded once growth allows it .
Events after the Reporting Period
Refer note 23 to the audited accounts.
Company Directors (served during the year)
Audit Remuneration
Position Appointment Date Committee Committee
----------------------- ------------------------- ------------------- ----------- -------------
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016 Chair Member
Simon Perrée* Non-Executive Director 30 July 2018 Member Chair
Aidan Bishop Executive Director 16 April 2016 - -
* Resigned 24 September 2020
Role of the Board
The Board sets the Group's strategy, ensuring that the necessary
resources are in place to achieve the agreed strategic priorities,
and reviews management and financial performance. It is accountable
to shareholders for the creation and delivery of strong,
sustainable financial performance and monitoring the Group's
affairs within a framework of controls which enable risk to be
assessed and managed effectively. The Board also has responsibility
for setting the Group's core values and standards of business
conduct and for ensuring that these, together with the Group's
obligations to its stakeholders, are widely understood throughout
the Company.
Directors Remuneration
The remuneration of the Executive Director is fixed by the
Remuneration Committee, which comprises of the Non-Executive
Director. The Remuneration Committee is responsible for reviewing
and determining the Company policy on executive remuneration and
the allocation of long-term incentives to executives and employees.
The remuneration of Non-Executive Directors is determined by the
Board. In setting remuneration levels, the Company seeks to provide
appropriate reward for the skill and time commitment required in
order to retain the right caliber of Director at an appropriate
cost to the Company.
The remuneration paid to, or receivable by, Directors in respect
of 2021 and 2020 in relation to the period of their appointment as
Director is GBP 150,000 (2020 - GBP 160,000). The Directors agreed
these would be converted to equity through the Company's Salary
Sacrifice scheme (as outlined in note 7 to the audited accounts).
All amounts are short term in nature. 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 year ended 31 March 2021 (2020: none)
31 Mar 31 Mar
2021 2020
(GBP) (GBP)
------------------------- -------- --------
Executive Directors
Aidan Bishop 120,000 120,000
Non-executive Directors
Jonathan Morley-Kirk 20,000 20,000
Simon Perrée* 10,000 20,000
------------------------- -------- --------
Total Remuneration 150,000 160,000
------------------------- -------- --------
* Resigned 24 September 2020. No termination benefits were
paid.
M onza Capital Ventures Limited, which is associated with Aidan
Bishop. held 55,018,687 shares in the Company at 31 March 2020 and
31 March 2021 . Jonathan Morley-Kirk held no shares in the Company
at 31 March 2020 and 31 March 2021. Aidan Bishop held 16,267,462
share options at 31 March 2020 and 31 March 2021. Jonathan
Morley-Kirk held 444,444 share options at 31 March 2020 and 31
March 2021.
Share Capital
At 31 March 2021 the issued share capital of the Company stood
at 373,620,823 - with 24,670,468 new shares having been issued
during the period (refer note 18 to the audited accounts).
Substantial Shareholders
At 31 March 2021 the following had notified the Company of
disclosable interests in 5% or more of the nominal value of the
Company's shares.
Number %
------------------------------------------------- -------------- --------
Fiske Nominees Limited* 141,989,699 38.0%
Hargreaves Lansdowne (Nominees) Limited 38,419,130 10.3%
Interactive Investor Services Nominees Limited 22,611,716 6.1%
------------------------------------------------- -------------- --------
* Includes 55,018,687 shares held by Monza Capital Ventures
Limited, which is associated with Aidan Bishop. Monza Capital
Ventures Limited continued to hold 55,018,687 shares at the date of
this Annual Report.
Employees
The Company has a policy of equal opportunities throughout the
organisation and is proud of its culture of diversity and
tolerance. Employees benefit from regular communication both
informally and formally with regard to Company issues.
Disclosure of Information to Auditor
So far as the Directors are aware, there is no relevant audit
information of which the company's auditor is unaware; and each
Director has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
The Directors con rm to the best of their knowledge that:
-- t he nancial statements, prepared in accordance with the
relevant nancial reporting framework, give a true and fair view of
the assets, liabilities, nancial position and pro t or loss of the
Company and the undertakings included in the consolidation taken as
whole;
-- t he strategic report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- t he annual report and accounts , taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position and performance,
business model and strategy.
Auditor Appointment
The Company's auditor, PKF Littlejohn LLP, was initially
appointed on 23 March 2020 and reappointed on 12 Dec 2020 and this
is their second year of continuous appointment. It is proposed by
the Board that they be reappointed as auditors at the forthcoming
AGM. The auditors have expressed their willingness to continue in o
ce.
Statement of Directors Responsibilities
The Directors are responsible for preparing the Annual Report
and the accounts in accordance with applicable laws and
regulations. The Directors have prepared the accounts for each
financial period which present fairly the state of affairs of the
Group and the profit or loss of the Group for that period.
The Directors have chosen to use the International Financial
Reporting Standards ("IFRS") as adopted by the European Union in
preparing the Company's accounts.
International Accounting Standard 1 requires that accounts
present fairly for each financial period the Company's financial
position, financial performance and cash flows. This requires the
faithful representation of the effects of transactions, other
events and conditions in accordance with the definitions and
recognition criteria for assets, liabilities, income and expenses
set out in the International Accounting Standards Board's
'Framework for the preparation and presentation of accounts. In
virtually all circumstances, a fair presentation will be achieved
by compliance with all applicable International Financial Reporting
Standards.
A fair presentation also requires the Directors to:
-- consistently select and apply appropriate accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- make judgements and accounting estimates that are reasonable and prudent;
-- provide additional disclosures when compliance with the
specific requirements in IFRS as adopted by the European Union is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial
position and financial performance;
-- state that the Group has complied with IFRS as adopted by the
European Union, subject to any material departures disclosed and
explained in the accounts; and
-- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the C ompany will continue in
business.
The Directors are also required to prepare accounts in
accordance with the rules of the London Stock Exchange for
companies trading securities on the Stock Exchange.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company, for safeguarding the assets, for
taking reasonable steps for the prevention and detection of fraud
and other irregularities and for the preparation of accounts.
Financial information is published on the Company's website. The
maintenance and integrity of this website is the responsibility of
the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may occur to
the accounts after they are initially presented on the website.
Legislation in Jersey governing the preparation and
dissemination of accounts may differ from legislation in other
jurisdictions.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
-- The Company's accounts have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Group.
-- The annual report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that they face.
This Directors' Report was approved by the Board of Directors on
01 December 2021 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
01 December 2021
STRATEGIC REPORT
The Company's strategy has undergone several significant
strategic changes during the year.
COVID-19 had a significant impact on the BigDish technology
business with the hospitality industry in UK experiencing much
upheaval. The outlook for sector remains uncertain.
The Company determined that due to the uncertainty in the UK
hospitality sector, it was best to monitor how the BigDish
technology could best serve restaurants and consumers. The Company
continues to monitor the situation and is evaluating how best to
modify its technology.
There were positive developments when the Company created a
Joint Venture Company, Amala Foods, Inc. which was announced on 3
February 2021 and formally approved by the SEC on 27 May 2021. The
Company will produce plant-based food products and distribute to
restaurants and consumers. It is envisaged that a technology
platform will be beneficial to the Company as digital distribution
channels will enable the Company to reach more customers.
The Joint Venture is at early stage and the Company announced
the Key Performance Indicators for the venture on 3 February 2021
for the initial six-month period which is to complete the
development of up to six products ready to be commercialized
through both direct-to-consumer and business-to-business (B2B)
sales channels.
The Company changed its name to Amala Foods PLC on 25 February
2021. On 9 August 2021, the Company announced that the initial
targets had been achieved.
The plant-based sector is experiencing exponential growth and is
an exciting opportunity for the Company. The experience of the
Joint Venture partners has accelerated the research and development
process significantly.
The Directors continue to monitor the hospitality sector and are
confident that opportunities will once again be presented for
technology to benefit the business.
Aidan Bishop
Executive Director
01 December 2021
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF AMALA FOODS PLC
Independent Auditor's Report to the Members of the Company
Opinion
We have audited the financial statements of Amala Foods Plc (the
'Group') for the year ended 31 March 2021 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Cashflow Statement and notes to
the financial statements, including significant accounting
policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial
Report Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the group's affairs
as at 31 March 2021 and of its loss for the year then ended;
and
-- have been properly prepared in accordance with IFRSs as adopted by the European Union
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which
indicates that the Group are loss making, having incurred a loss of
GBP998,368 in the year ended 31 March 2021 and are dependent on
obtaining financing in order to meet its working capital
requirements over the 12 months from the date of this audit report.
As stated in note 2, these events or conditions, along with the
other matters as set forth in note 2, indicate that a material
uncertainty exists that may cast significant doubt on the Group's
ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the Group's ability to
continue to adopt the going concern basis of accounting included
reviewing and challenging cashflow forecasts prepared by Management
covering the going concern period, including the key assumptions
made and discussing their strategies regarding future fund
raises.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of
materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures. Materiality for the
consolidated financial statements was set as GBP40,000 (2020:
GBP70,000) based upon loss before tax. Materiality has been based
upon loss before tax due to the significant value of the items
within the Consolidated Statement of Comprehensive Income relative
to the balances within the Consolidated Statement of Financial
Position . Performance materiality and the triviality threshold for
the consolidated financial statements was set at GBP30,000 (2020:
GBP49,000) and GBP2,000 (2020: GBP3,500) respectively due to this
being our second year of engagement and the assessed level of risk.
We also agreed to report any other differences below that threshold
that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular we looked at areas involving significant accounting
estimates and judgements by the directors and considered future
events that are inherently uncertain, such as the recoverable value
of the Group's investment in joint ventures. We also addressed the
risk of management override of internal controls, including among
other matters consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial
information of all 5 components of the Group, two of which were
struck off in the year and one which was disposed of.
Of the five reporting components of the Group, one is located in
each of the following: Jersey, the United Kingdom, Hong Kong, the
Philippines and Indonesia. PKF Littlejohn LLP audited the ultimate
parent company, situated in Jersey, and all reporting components.
The Engagement team conducted audit work in the United Kingdom but
interacted regularly with the Management team in the Philippines
during all stages of the audit and was responsible for the scope
and direction of the audit process. This, in conjunction with
additional procedures performed, gave us appropriate evidence for
our opinion on the Group financial statements.
Key audit matters
Except for the matter described in the Material uncertainty
related to going concern section, we have determined that there are
no other key audit matters to communicate in our report.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the Group financial statements does not cover the other
information and we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the Group financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Group financial statements, the directors are
responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below:
-- We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the financial
statements from our sector experience and through discussion with
the Directors , namely the UK Listing Rules, Disclosure Rules and
Transparency Rules and the Companies (Jersey) Law 1991 . We
considered the event of compliance with those laws and regulations
as part of our procedures on the related financial statement items.
We communicated laws and regulations throughout our audit team and
remained alert to any indications of non-compliance throughout the
audit of the Group.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group with those laws and regulations. These procedures
included, but were not limited to:
o Discussions with Management regarding compliance with laws and
regulations by the Company and all components;
o Reviewing board minutes; and
o Review of regulatory news announcements made.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with our engagement letter dated 23 March 2020. Our
audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Joseph Archer (Engagement Partner) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2021 and 31 March 2020
31 Mar 2020
31 Mar 2021 (Re-stated)
Note GBP GBP
Sales income - 22,304
Cost of sales - (2,823)
Gross profit - 19,481
Administrative expenses (754,562) (1,404,533)
Impairment loss/gain - -
Share based payments expense 21 (193,727) (103,145)
Operating loss (948,289) (1,488,197)
Interest income 22,082 7,740
Other income 6 82,344 -
Loan note interest (19,413) -
Loss from continuing operations 6 ( 863,276) (1,480,457)
Loss from discontinued operations 9 (162,589) -
Gain/loss on disposal of subsidiary 27,497 -
Loss before taxation (998,368) (1,480,457)
Income tax expense 8 - -
Loss after taxation (998,368) (1,480,457)
Exchange difference on translating foreign operations* 3,272
(45,363)
Total comprehensive loss for the period (995,096)
(1,525,820)
Earnings per share:
Basic and diluted loss per share 18 (0.0028) (0.0044)
* To be reclassified to Profit and Loss if the foreign entity is
sold.
The accompanying accounting policies and notes form an integral
part of these accounts.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March 2021
31 Mar 2020 31 Mar 2019
31 Mar 2021 (Re-stated) (Re-stated)
Note GBP GBP GBP
Non-current assets
Property, Plant & Equipment 13 - 15,080 -
- 15,080 -
Current assets
Trade and other receivables 12 229,923 280,216 28,568
Cash and cash equivalents 14 139,633 387,616 43,504
369,556 667,832 72,072
Current liabilities
Trade and other payables 15/22 (116,775) (147,269) (987,932)
Borrowings 15 - (5,186) (4,744)
(116,775) (152,455) (992,676)
Non-current liabilities
Trade and other payables 15 - - (31,562)
Borrowings 15 (200,000) (10,561) (12,500)
(200,000) (10,561) (44,062)
Net assets/(liabilities) 52,781 519,896 (964,666)
Equity
Issued share capital 18 6,455,154 5,972,980 3,239,914
Retained earnings (7,762,748) (6,841,192) (5,360,735)
Other reserves 17/22 1,360,375 1,388,108 1,156,155
Total equity 52,781 519,896 (964,666)
The accompanying accounting policies and notes form an integral
part of these accounts.
These accounts were approved and signed by the Chairman.
Jonathan Morley-Kirk
Chairman
01 December 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 31 March 2021
Share Retained Other Total Capital Earnings reserves Equity
Note GBP GBP GBP GBP
At 31 March 2019 3,239,914 (5,360,735) 879,703 (1,241,118)
Prior period adjustment 22 - - 276,452 276,452
At 31 March 2019 (Re-stated) 3,239,914 (5,360,735) 1,156,155
(964,666)
Loss for the period - (1,455,457) - (1,455,457)
Other comprehensive income for the period - - 45,363 45,363
Total comprehensive income for the period - (1,455,457)
45,363 (1,410,094)
Share options reserves - - 103,145 103,145
Shares to be issued reserve - - (29,516) (29,516)
Issue of new ordinary shares (net) 18 2,733,066 - -
2,733,066
Total transactions with owners 2,733,066 - 73,629 2,806,695
At 31 March 2020 5,972,980 (6,816,192) 1,275,147 431,935
Prior period adjustment 22 - (25,000) 112,961 87,961
At 31 March 2020 (Re-stated) 5,972,980 (6,841,192) 1,388,108
519,896
Loss for the period - (998,368) - (998,368)
Other comprehensive income for the period - - 3,272 3,272
Total comprehensive income for the period - (998,368) 3,272
(995,096)
Share options reserves - - 166,765 166,765
Shares to be issued reserve - - (120,958) (120,958)
Issue of new ordinary shares (net) 18 482,174 - - 482,174
Share based payments - 76,812 (76,812) -
Total transactions with owners 482,174 76,812 (31,005)
(527,981)
At 31 March 2021 6,455,154 (7,762,748) 1,360,375 52,781
The accompanying accounting policies and notes form an integral
part of these accounts.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2021 and 31 March 2021
31 Mar 2021 31 Mar 2020
Note GBP GBP
Cash flows from operating activities
Cash received from customers - 16,048
Cash paid to suppliers & employees (366,318) (1,349,440)
Cash received as subsidy from UK government 82,344 -
Net cash from operating activities (283,974) (1,333,392)
Cash flows from investing activities
Property, plant & equipment purchase - (18,991)
Net cash used in investing activities - (18,991)
Cash flows from financing activities
Loan repayments (14,009) (4,740)
Loan issued - (250,000)
Cash received from loan receivable 50,000 -
Net proceeds from share capital issue - 1,951,235
Net cash from financing activities 35,991 1,696,495
Net increase in cash (247,983) 344,112
Cash and cash equivalents at start of period 387,616 43,504
Cash and cash equivalents at end of the period 14 139,633
387,616
There have been significant non-cash transactions relating to
the settlement of operating and financial liabilities in the period
with all shares issued in the year were to settled operating and
financial liabilities (refer notes 16 and 18).
The accompanying accounting policies and notes form an integral
part of these accounts.
NOTES TO THE ACCOUNTS
For the year ended 31 March 2021
1. GENERAL INFORMATION
Amala Foods Plc ('Company') is a public company limited by
shares. It was incorporated on 11 April 2016 and is registered
(registered number 121041) and domiciled in Jersey. The Company's
ordinary shares are on the Official List of the UK Listing
Authority in the standard listing section of the London Stock
Exchange (reference DISH).
2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL
REPORTING STANDARDS (IFRS)
The Group's accounts have been prepared in accordance with IFRS
and International Financial Reporting Interpretations Committee
('IFRIC') interpretations as adopted by the European Union at 31
March 2021.
The accounts are prepared under the historical cost convention
unless otherwise stated in the accounting policies.
The accounts are presented in GB Pounds ('GBP'), which is the
functional currency of the Group and are rounded to the nearest
pound.
Certain amounts included in the consolidated accounts involve
the use of judgement and/or estimation. Judgements, estimations and
sources of estimation uncertainty are discussed in note 3.
2.1 In issue and effective for periods commencing on 01 April
2020
New standards and interpretations currently in issue and
effective, based on EU mandatory effective dates, for accounting
periods commencing on 01 April 2020 are:
Standard Effective
Impact on initial application date
----------------------------- ------------------------------- ------------
IFRS 3 (amendments) Definition of a Business 01 January
2020
IFRS standards (amendments) References to the Conceptual 01 January
Framework 2020
IAS 1 (amendments) Definition of Material 01 January
2020
IAS 8 (amendments) Definition of Material 01 January
2020
IFRS 9, IAS 39 and IFRS Interest Rate Benchmark Reform 01 January
7 (amendments) 2020
IFRS 3 (amendments) Definition of a Business 01 January
2020
IFRS standards (amendments) References to the Conceptual 01 January
Framework 2020
IFRS 3 (amendments) Definition of a Business 01 January
2020
IFRS standards (amendments) References to the Conceptual 01 January
Framework 2020
IAS 1 (amendments) Definition of Material 01 January
2020
IAS 8 (amendments) Definition of Material 01 January
2020
----------------------------- ------------------------------- ------------
T he implementation of the standards and interpretations above
did not have a material impact on the Group.
Other standards and amendments did not have a material impact on
the Group in the year.
2.2 In issue but not effective for periods commencing on 01
April 2020
The following standards, amendments and interpretations which
have been recently issued or revised and are mandatory for the
Group's accounting periods beginning on or after 1 April 2020 or
later periods have not been adopted early:
Standard Effective
Impact on initial application date
---------------------------- -------------------------------- -----------
IFRS standards (amendments) Interest rate benchmark reform 01 January
2021
IFRS 3 (amendments) Business combinations 01 January
2022
IAS 37 (amendments) Onerous contracts 01 January
2022
IFRS standards (amendments) 2018-2020 annual improvement 01 January
cycle 2022
IAS 16 (amendments) Proceeds before intended use 01 January
2022
IFRS 17 Insurance Contracts 01 January
2023
IFRS 17 (amendments) Insurance contracts 01 January
2023
IAS 1 (amendments) Reclassification of liabilities 01 January
as current or non-current 2023
---------------------------- -------------------------------- -----------
2.2 In issue but not effective for periods commencing on 01
April 2020 (continued)
The Directors are evaluating the impact of the new and amended
standards above. The Directors believe that these new and amended
standards are not expected to have a material impact on the
financial statements of the Group .
2.3 Going Concern
The Group has the following loans, which total GBP 200,000 at 31
March 2021 (31 March 2020, GBP 15,747):
31 Mar 2021 31 Mar 2020
GBP GBP
Commercial loan from Lloyds Bank, UK - 15,747
Loan from other parties 200,000 -
The Group made a consolidated loss in the year of GBP 998,368.
At 31 March 2021, the consolidated cash held was GBP 139,633 and
the Group had consolidated current liabilities of GBP 116,775.
The Company announced on 24 September 2020 that it had entered
into a short-term funding arrangement for GBP 500,000 of which GBP
200,000 was drawn down. After the period, the Company announced on
9 August 2021 that the funding term had been extended to Q1 2022
with the remaining loan balance being received.
Based on the above and the cashflows forecasted by the Directors
over the next 12 months, the Directors believe that further funding
will be required to be raised during this period in order to enable
the Group to meet its obligations as they fall due and to continue
to fund the operations of the new joint venture Company.
The Directors are confident that further funds will be able to
be raised either via share placings, through additional loan
facilities being obtained or a combination and therefore the
financial statements have been prepared on the going concern basis.
However, as a result of the requirement to raise further funds in
the next 12 months, they acknowledge that a material uncertainty
relating to going concern exists.
The Directors acknowledge COVID-19 has had, and may continue to
have, an adverse impact on economic growth globally and capital
markets. However, the Directors are confident that despite this,
sufficient funds will be able to be raised when required during the
next 12 months to enable the Group to meet its obligations as they
fall due.
The accounts have therefore been prepared on a going concern
basis. The auditors make reference to going concern by way of a
material uncertainty within their audit report.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF
ESTIMATION UNCERTAINTY
Certain amounts included in the accounts involve the use of
judgement and/or estimation. These are based on management's best
knowledge of the relevant facts and circumstances, having regard to
prior experience. However, judgements and estimations regarding the
future are a key source of uncertainty and actual results may
differ from the amounts included in the accounts. Information about
judgements and estimation is contained in the accounting policies
and/or other notes to the accounts. The key areas are summarised
below.
3.1 Share based payments
Judgement is required when share based options made available to
management (refer note 21 of the audited accounts), to determine
the nature of the derivatives and the model to be used when valuing
the instruments. Management have determined that the Monte Carlo
and Black-Scholes models are appropriate models for the valuation
of the share based payments.
4. ACCOUNTING POLICIES
The principal accounting policies are as determined below.
4.1 Business combinations and goodwill
The Group financial statements consolidate the results of the
Company and its subsidiary undertakings using the acquisition
accounting method. On acquisition of a subsidiary, all of the
subsidiary's identifiable assets and liabilities which exist at the
date of acquisition are recorded at their fair values reflecting
their condition on that date. The results of subsidiary
undertakings acquired are included from the date of acquisition. In
the event of the sale of a subsidiary, the subsidiary results are
consolidated up to the date of completion of the sale.
Subsidiaries are all those entities over which the parent has
control. Control exists if the parent is exposed, or has rights, to
variable returns from its involvement with the subsidiary and has
the ability to affect those returns through its power over the
subsidiary.
The costs of acquisition are recognised in the income statement.
Identifiable assets acquired, liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date irrespective
of the extent of any Non-controlling interest.
The excess of the cost of acquisition over the fair value of the
Group's share of the identifiable net assets acquired is recorded
as goodwill. If the cost of the acquisition is less than the fair
value of the net assets of the subsidiary acquired, the difference
is recognised directly in the income statement as a gain.
Transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated, unless the
unrealised loss provides evidence of an impairment of the asset
transferred.
There is no goodwill in the Group's consolidated statement of
financial position .
4.2 Financial assets
Financial assets are classified as either financial assets at
amortised cost, at fair value through other comprehensive income or
at fair value through profit or loss depending upon the business
model for managing the financial assets and the nature of the
contractual cash flow characteristics of the financial asset.
A loss allowance for expected credit losses is determined for
all financial assets, other than those at FVPL, at the end of each
reporting period. The Group applies a simplified approach to
measure the credit loss allowance for trade receivables using the
lifetime expected credit loss provision.
The lifetime expected credit loss is evaluated for each trade
receivable taking into account payment history, payments made
subsequent to year end and prior to reporting, past default
experience and the impact of any other relevant and current
observable data. The Group applies a general approach on all other
receivables classified as financial assets. The general approach
recognises lifetime expected credit losses when there has been a
significant increase in credit risk since initial recognition.
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party.
The Group derecognises financial liabilities when the Group's
obligations are discharged, cancelled or have expired.
4.3 Foreign currency translation
Functional and presentational currency
The functional currency of the Company is GBP in the reporting
period as it is the currency which most affects each company's
revenue, costs and financing. The Group's presentation currency is
the GBP.
Transactions and balances
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
reporting period end exchange rates of monetary assets and
liabilities denominated in foreign currencies, are recognised in
the income statement.
4.4 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand
deposits and short term highly liquid investments and are measured
at cost which is deemed to be fair value as they have short-term
maturities.
4.5 Financial liabilities
Financial liabilities include convertible loans and trade and
other payables. In the statement of financial position these items
are included within Current liabilities. Financial liabilities are
recognised when the Group becomes a party to the contractual
agreements giving rise to the liability. Interest related charges
are recognised as an expense in Finance costs in the income
statement unless they meet the criteria of being attributable to
the funding of construction of a qualifying asset, in which case
the finance costs are capitalised.
Trade and other payables and convertible loans are recognised
initially at their fair value and subsequently measured at
amortised costs using the effective interest rate, less settlement
payments.
4.6 Income taxes
Current income tax liabilities comprise those obligations to
fiscal authorities in the countries in which the Group carries out
operations and where it generates its profits. They are calculated
according to the tax rates and tax laws applicable to the financial
period and the country to which they relate. All changes to current
tax assets and liabilities are recognised as a component of the tax
charge in the income statement.
Deferred income taxes are calculated using the liability method
on temporary differences. This involves the comparison of the
carrying amount of assets and liabilities in the consolidated
accounts with their respective tax bases. However, deferred tax is
not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related
transaction is a business combination or affects taxes or
accounting profit.
Deferred tax liabilities are provided for in full; deferred tax
assets are recognised when there is sufficient probability of
utilisation. Deferred tax assets and liabilities are calculated at
tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the balance sheet date.
4.7 Revenue
Revenue is generated from one stream - the provision of BigDish
services to restaurant partners. The Group, in accordance with
IFRS15, recognises Revenue when control of goods and services are
transferred to a customer, which is when the user of the BigDish
App has dined with the restaurant partners.
4.8 Research and Development
Expenditure on research activities is recognised as an expense
in the period in which it is incurred. When expenditure meets the
relevant recognition criteria for development these costs are
capitalised..
4.9 Segmental Reporting
An operating segment is a component of the Group engaged in
revenue generation activity that is regularly reviewed by the Chief
Operating Decision Maker (CODM) for the purposes of allocating
resources and assessing financial performance. The CODM is
considered to be the Board of Directors.
The Group's operating segments are based on geographical
location determined as Jersey, Hong Kong, Indonesia, Philippines
and the United Kingdom (refer note 5).
4.10 Share capital and unissued share capital
Financial instruments issued by the Group are treated as equity
only to the extent that they do not meet the definition of a
financial liability. The Company's ordinary shares are classified
as equity and have no par value. Costs directly associated with the
issue of shares are charged to share capital.
Where the Company has a contractual right to issue a fixed
number of shares to settle a fixed liability it recognises unissued
share capital pending the issue of shares.
4.11 Provisions, contingent liabilities and contingent
assets
Other provisions are recognised when the present obligations
arising from legal or constructive commitment, resulting from past
events, will probably lead to an outflow of economic resources from
the Group which can be estimated reliably.
Provisions are measured at the present value of the estimated
expenditure required to settle the present obligation, based on the
most reliable evidence available at the balance sheet date. All
provisions are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
4.12 Share-based payments and valuation of share options and
warrants
The calculation of the fair value of equity-settled share-based
awards requires assumptions to be made regarding future events and
market conditions. These assumptions include the future volatility
of the Company's share price. These assumptions are then applied to
a recognised valuation model in order to calculate the fair value
of the awards.
Where employees, directors or advisers are rewarded using
share-based payments, the fair value of the employees', directors'
or advisers' services are determined by reference to the fair value
of the share options/warrants awarded. Their value is appraised at
the date of grant and excludes the impact of any non-market vesting
conditions (for example, profitability and sales growth targets).
Warrants issued in association with the issue of Convertible Loan
Notes are also represent share-based payments and a share-based
payment charge is calculated for these instruments.
In accordance with IFRS 2, a charge is made to the statement of
comprehensive income for all share-based payments including share
options based upon the fair value of the instrument used. A
corresponding credit is made to other reserves, in the case of
options/warrants awarded to employees, directors, advisers and
other consultants.
If service conditions or other vesting conditions apply, the
expense is allocated over the vesting period, based on the best
available estimate of the number of share options/warrants expected
to vest. Non-market vesting conditions are included in assumptions
of the number of options / warrants that are expected to become
exercisable, and hence reflected in the share-based payment
charge.
Estimates are subsequently revised, if there is any indication
that the number of share options/warrants expected to vest differs
from previous estimates. No adjustment is made to the expense or
share issue cost recognised in prior periods if the number of share
options ultimately vest differs from previous estimates.
Upon exercise of share options, the proceeds received, net of
any directly attributable transaction costs, up to the nominal
value of the shares issued, are allocated to share capital.
Where share options are cancelled, this is treated as an
acceleration of the vesting period of the options. The amount that
otherwise would have been recognised for services received over the
remainder of the vesting period is recognised immediately within
the Statement of Comprehensive Income.
All goods and services received in exchange for the grant of any
share-based payment are measured at their fair value.
4.13 Basis of consolidation
The Group financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) prepared to 30 March 2021. Subsidiaries are
entities controlled by the Group. Control is achieved when the
Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the
Group controls an investee if, and only if, the Group has:
-- Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
investee).
-- Exposure, or rights, to variable returns from its involvement with the investee
-- The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee.
-- Rights arising from other contractual arrangements.
-- The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains
control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
The acquisition method is used to account for the acquisition of
subsidiaries.
All i n tra-group tran s act i on s, ba l ance s, i nco me and e
x pen s es are e l imi na t ed on con s o li da t i on.
4.14 Property plant and equipment
Plant and equipment is stated at cost less accumulated
depreciation. Computer equipment is capitalised for items with a
value of more than GBP 1,000 and amortised over 2 years.
4.15 Discontinued Operations
A discontinued operation is a component of the entity that has
been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area
of operations, is part of a single co-ordinated plan to dispose of
such a line of business or are of operations, or is a subsidiary
acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement
of profit or loss
4.16 Joint Ventures
A joint arrangement is classified as either a joint operation or
a joint venture, depending on the rights and obligations of the
parties to the arrangement.
Joint operations arise when the Group has a direct ownership
interest in jointly controlled assets and obligations for
liabilities. The Group does not currently hold this type of
arrangement.
Joint ventures arise when the Group has rights to the net assets
of the arrangement. The Group does not currently hold this type of
arrangement. For these arrangements, the Group uses equity
accounting and recognises initial and subsequent investments at
cost, adjusting for the Group's share of the joint venture's income
or loss, less dividends received thereafter. When the Group's share
of losses in a joint venture equals or exceeds its interest in a
joint venture it does not recognise further losses.
Joint ventures are tested for impairment whenever objective
evidence indicates that the carrying amount of the investment may
not be recoverable. The impairment amount is measured as the
difference between the carrying amount of the investment and the
higher of its fair value less costs of disposal and its value in
use. Impairment losses are reversed in subsequent periods if the
amount of the loss decreases and the decrease can be related
objectively to an event occurring after the impairment was
recognised.
5. SEGMENTAL REPORTING
5.1 Income Statement Jersey Hong Kong* Indonesia* Philippines* UK Total
for the year ended 31 GBP GBP GBP GBP GBP GBP
Mar 2021
---------------------------- ------------ ----------- ----------- ------------- ----------- ------------
Sales income - - - - - -
Cost of sales - - - - - -
---------------------------- ------------ ----------- ----------- ------------- ----------- ------------
Gross Profit - - - - - -
Administration expenses (680,606) - - (93,369) (773,975)
Share based payments
expense (193,727) - - - - (193,727)
Interest income 22,082 - - - - 22,082
Other income 82,344 - - - - 82,344
Loss from discontinued
activities - (285) 5,278 (167,582) (162,589)
Gain on disposal of asset 27,497 - - - 27,497
---------------------------- ------------ ----------- ----------- ------------- ----------- ------------
Loss for the Period (742,410) (285) 5,278 (167,582) (93,369) (998,368)
---------------------------- ------------ ----------- ----------- ------------- ----------- ------------
* Discontinued operations in year ended 31 March 2021 (refer
note 9 of the audited accounts)
5.2 Statement of Financial Jersey Hong Kong Indonesia Philippines UK Total
Position GBP GBP GBP GBP GBP GBP
at 31 Mar 2021
----------------------------- ---------- ---------- ---------- ------------ --------- ----------
Non-current assets - - - - - -
Trade and other receivables 229,923 - - - - 229,923
Cash and cash equivalents 105,560 - - - 34,073 139,633
----------------------------- ---------- ---------- ---------- ------------ --------- ----------
Total assets 335,483 - - - 34,073 369,556
Current liabilities (97,602) - - - (19,173) (116,775)
Non-current liabilities (200,000) - - - - (200,000)
----------------------------- ---------- ---------- ---------- ------------ --------- ----------
Net assets 37,881 - - - 14,900 52,781
----------------------------- ---------- ---------- ---------- ------------ --------- ----------
5.3 Income Statement
for the year ended 31 Jersey Hong Kong Indonesia Philippines UK Total
Mar 2020 GBP GBP GBP GBP GBP GBP
(Re-stated)
------------------------- ------------ ------------ ------------ -------------- ------------ --------------
Sales income - - - - 22,304 22,304
Cost of sales - - - - (2,823) (2,823)
------------------------- ------------ ------------ ------------ -------------- ------------ --------------
Gross Profit - - - - 19,481 19,481
Administration expenses (736,632) (988) (4,840) (235,064) (427,009) (1,404,533)
Share based payments
expense (103,145) - - - - (103,145)
Other income 7,740 - - - - 7,740
------------------------- ------------ ------------ ------------ -------------- ------------ --------------
Loss for the Period (832,037) (988) (4,840) (235,064) (407,528) (1,480,457)
------------------------- ------------ ------------ ------------ -------------- ------------ --------------
5.4 Statement of Financial Jersey Hong Kong Indonesia Philippines UK Total
Position GBP GBP GBP GBP GBP GBP
at 31 Mar 2020 (Re-stated)
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Non-current assets - - - 11,443 3,637 15,080
Trade and other receivables 257,740 296 - 11,393 10,787 280,216
Cash and cash equivalents 357,504 - - 23,214 6,898 387,616
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Total assets 615,244 296 - 46,050 21,322 682,912
Current liabilities (55,268) - (5,187) (79,741) (12,259) (152,455)
Non-current liabilities - - - - (10,561) (10,561)
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
Net assets 559,976 296 (5,187) (33,691) (1,498) 519,896
----------------------------- ---------- ---------- ---------- ------------ ---------- ----------
6. LOSS FOR THE PERIOD BEFORE TAX
31 Mar 2019
31 Mar 2020 (Re-stated)
GBP GBP
Loss for the period has been arrived at after charging:
Lease rentals 43,910 42,103
Auditors remuneration - Group 31,000 29,500
Auditors remuneration - Subsidiaries - 2,500
Directors remuneration 150,000 160,000
Staff costs 281,137 741,963
Share based payments expense 193,727 128,145
Other income* (82,344) -
* Other income relates to COVID-19 funding received from the UK
government for furloughed staff in the year ended 31 March
2021.
7. REMUNERATION
7.1 Remuneration of Management Personnel and Employees
In accordance with IAS 24 - Related party transactions, all
Executive and Non-executive Directors, who are the Group's key
management personnel, are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group. The numbers shown include all staff due to
the nature of the Group's current position - where all staff are
key for the growth of the business. Details of Directors
Remuneration is outlined in the Report of the Directors.
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Wages and salaries and fees 383,481 741,963
Directors emoluments during the period* 150,000 160,000
* Refer to Directors Remuneration section of the Report of the
Directors
The Group operates a Salary Sacrifice, which uses a Volume
Weighted Average Price (VWAP) as the basis of calculation. In June
2020, the Directors agreed to convert the sums owed to ordinary
equity in accordance with the terms of the Salary Sacrifice scheme.
The Directors and Senior Managers again agreed to convert the sums
owed to ordinary equity in accordance with the terms of the Salary
Sacrifice scheme. Details of the prior year adjustment related to
salary sacrifice are outlined in note 22 of the audited
accounts.
7.2 Average Number of Employees
The average number of Employees during the period was made up as
follows:
31 Mar 2021 31 Mar 2020
-------------------------------------- ------------ ------------
Directors 3 3
Management, Sales and Administration 9 14
ICT 8 10
-------------------------------------- ------------ ------------
Average during the period 20 27
-------------------------------------- ------------ ------------
8. TAXATION
The Group contains entities with tax losses and deductible
temporary differences for which no deferred tax asset is
recognised. A deferred tax asset has not been recognised because
the entities in which the losses and allowances have been generated
either do not have forecast taxable profits in the coming period,
or the losses have restrictions whereby their utilisation is
considered to be unlikely.
The Company is taxed at the standard rate of income tax for
Jersey companies which is 0%. Taxation for other jurisdictions is
calculated at the rates prevailing in the respective
jurisdictions.
No subsidiaries had corporation tax liabilities at 31 March 2021
(2020: GBPnil).
31 Mar 2021 31 Mar 2020
GBP GBP
-------------------- ------------ ------------
Current tax charge - -
Deferred tax charge - -
Total tax charge - -
-------------------- ------------ ------------
The tax charge for the period can be reconciled to the loss per
the income statement as follows:
31 Mar 2021 31 Mar 2020
GBP GBP
----------------------------------------- ------------ ------------
Loss before taxation (998,368) (1,480,457)
Jersey Corporation Tax at 0% - -
Different tax rates applied in overseas - -
jurisdictions
----------------------------------------- ------------ ------------
Total tax charge - -
----------------------------------------- ------------ ------------
The brought forward tax losses at 31 March 2021 were GBP
7,839,560 (31 March 2020, GBP 6,841,192). No deferred tax asset has
recognised as the corporation tax rate in Jersey is nil and no
future profits are expected in the foreign jurisdiction in which
losses have been incurred. Tax losses will not be utilised in
future periods as all subsidiaries, other than BigDish UK Ltd, were
dissolved or sold in the year while BigDish UK Ltd was dissolved
post year-end.
9. DISCONTINUED OPERATIONS
Subsidiaries Big Dish Ltd and Big Dish PT Ventures Ltd were
struck off and dissolved on 28 August 2020 and 3 November 2020
respectively and thus have been treated as discontinued operations
in the financial statements for the year ended 31 March 2021.
The Company entered into a share purchase agreement with Noel P.
Santos for the sale of the Company's 100% shareholding in BigDish
Inc. The sale was executed on 26 March 2021 and the consideration
totalled 1 Philippine Peso. The Group therefore recognised a
gain/loss on disposal in the financial statements for the year
ended 31 March 2021 of GBP27,497.
a) Results of discontinued operations Year ended Year ended
31 March 2021 31 March 2020
Revenue - -
Cost of sales - -
Administrative expenses (165,201) -
Foreign exchange gain/(loss) - -
Other income 2,612 -
Loss from discontinued operations (162,589) -
b) Cashflows from discontinued operations Year ended Year
ended
31 March 2021 31 March 2020
Operating (119,037) -
Investing - -
Finance 95,823 -
Net cash used in discontinued operations (23,214) -
c) Assets and liabilities held for sale
All companies classified as discontinued operations in the
year-end 31 March 2021 were either struck off during the year or
sold and thus held no asset or liabilities as at 31 March 2021.
10. SUBSIDIARIES
During the period, the principal trading subsidiaries of the
Company (including those directly held by the Company) are shown in
the following table:
Country of Percentage of ordinary
Name of entity Principal activity registration share capital
held
BigDish UK Ltd Operating company for the Group in United Kingdom
UK
100%
The Company completed the acquisition of the 332,709 ordinary
shares in UK registered Table Pouncer Ltd and renamed the company
to BigDish UK Ltd in July 2018. BigDish UK Ltd is being used as the
trading vehicle for the Group's operations in the UK. BigDish UK
Ltd has ceased trading and was officially dissolved as of 24 August
2021.
The group discontinued activities in Indonesia, Philippines and
Hong Kong in the year - refer note 9 of the audited accounts.
11. INTELLECTUAL PROPERTY
Intellectual property (IP) is derived from the capitalisation of
expenditure incurred in the internal development of the BigDish
application, support systems and brands. The IP was acquired as
part of the acquisition of BigDish Inc in September 2016 and
BigDish UK in July 2018. The IP was impaired in prior year as the
Directors at the time considered that the recoverable value of the
IP was nil and thus fully impaired the IP in accordance with IAS
38.
12. TRADE AND OTHER RECEIVABLES
31 Mar 2021 31 Mar 2020
GBP GBP
Trade Receivables 100 8,781
Other Receivables - 13,399
Loan Receivables 229,823 257,740
Prepayments - 296
Balance at end of period 229,923 280,216
Loan receivables relates to GBP 250,000 was loaned to
Poppyflower Investments Ltd in December 2019 at an interest rate of
10% to be utilised for corporate and marketing development. GBP
50,000 was repaid during the year ended 31 March 2021. The loan
balance was recovered after the year end date.
13. PROPERTY, PLANT & EQUIPMENT
Computer
Equipment Total
Cost GBP GBP
Opening balance 18,990 18,990
Acquired during the period - -
Disposals in the period (18,990) (18,990)
Closing balance - -
Depreciation
Opening balance (3,911) (3,911)
Depreciation during the period (5,140) (5,140)
Disposals in the period 9,051 9,051
Closing balance - -
Net Book Value
Opening balance 15,080 15,080
Acquired during the period - -
Depreciation in the period (5,140) (5,140)
Disposals in the period (9,051) (9,051)
Closing balance - -
14. CASH AND CASH EQUIVALENTS
31 Mar 2021 31 Mar 2020
GBP GBP
Balance at end of period 139,633 387,616
15. TRADE AND OTHER PAYABLES
15.1 Current Liabilities
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Trade payables 76,775 116,306
Accruals 40,000 30,963
Borrowings - 5,186
Balance at end of period 116,775 152,455
15.2 Non-current Liabilities
31 Mar 2021 31 Mar 2020
GBP GBP
Trade payables - -
Borrowings 200,000 10,561
Balance at end of period 200,000 10,561
The borrowings are a short-term loan to be used for working
capital purposes. GBP 100k was drawn in October 2020 and GBP 100k
in November 2020 at an interest rate of 7.5% with a 6 month
maturity. The repayment terms were negotiated and extended to Q1
2022. 9,728,720 warrants were issued during the year ended 31 March
2021 in relation to the loan - refer note 21.1 of the audited
accounts.
16. FINANCIAL INSTRUMENTS
16.1 Financial Assets at amortised cost
31 Mar 2021 31 Mar 2020
GBP GBP
Trade and other receivables* 229,923 279,920
Cash and cash equivalents 139,633 387,616
Balance at end of period 369,556 667,536
16.2 Financial Liabilities at amortised cost
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
Current liabilities - trade payables* 76,775 116,306
Non-current liabilities 200,000 10,561
Balance at end of period 276,775 126,867
* Excludes prepayments and accruals
16.3 Liquidity Risk
The Group monitors constantly the cash outflows from day to day
business and monitors long term liabilities to ensure that
liquidity is maintained. As disclosed in the going concern
statement in note 2, the Directors do not note a risk to the Group
in this area.
16.4 Interest Rate Risk
At the balance date the Group does not have any long-term
variable rate borrowings. The Directors do not consider the impact
of possible interest rate changes based on current market
conditions to be material to the net result for the year or the
equity position at the year ended 31 March 2021 or the period ended
31 March 2020.
16.5 Foreign Currency Risk
The Group's cash at bank balance consisted of the following
currency holdings:
31 Mar 2021 31 Mar 2020
GBP GBP
Cash and cash equivalents
----------------------------- ------------ ------------
GB Pounds 139,633 364,402
- 23,214
Philippine Pesos - -
----------------------------- ------------ ------------
Balance at end of period 139,633 387,616
----------------------------- ------------ ------------
The Group is exposed to transaction foreign exchange risk due to
transactions not being matched in the same currency. This is
managed, where possible and material, by the Group retaining monies
received in base currencies in order to pay for expected
liabilities in that base currency. The Group currently has no
currency hedging in place.
The Directors do not consider the impact of possible foreign
exchange fluctuations to be material to the net result for the year
or the equity position at the year-end for either the year ended 31
March 2021 or period ended 31 March 2020.
The Group's exposure to financial assets and financial
liabilities is as shown in the following tables:
31 Mar 2021 31 Mar 2020
Financial Assets * GBP GBP
---------------------------- ------------ ------------
GB Pounds 229,923 268,527
Philippine Pesos - 11,393
Other - -
---------------------------- ------------ ------------
Balance at end of period 229,923 279,920
---------------------------- ------------ ------------
31 Mar 2020
Financial Liabilities - Current * 31 Mar 2021 (Re-stated)
GBP GBP
------------------------------------- ------------- --------------
GB Pounds 76,375 31,379
Philippine Pesos - 79,740
Other - 5,187
------------------------------------- ------------- --------------
Balance at end of period 76,375 116,306
------------------------------------- ------------- --------------
31 Mar 2021 31 Mar 2020
Financial Liabilities - Non-Current * GBP GBP
----------------------------------------- ------------ ------------
GB Pounds 200,000 10,561
Philippine Pesos - -
Other - -
----------------------------------------- ------------ ------------
Balance at end of period 200,000 10,561
----------------------------------------- ------------ ------------
* Excludes prepayments and accruals
The Group is exposed to foreign exchange risk arising from
various currency exposures primarily with respect to the
Philippines Peso, but this is limited as the Group holds cash
balances in GBP and funds expenditure in Philippine Pesos on a
monthly basis.
16.6 Credit Risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in a financial loss to the
Group. In order to minimise this risk, the Group endeavours only to
deal with companies which are demonstrably creditworthy and this,
together with the aggregate financial exposure, is continuously
monitored. The maximum exposure to credit risk is the value of the
outstanding amounts as follows:
31 Mar 2021 31 Mar 2020
GBP GBP
Trade and other receivables* 229,923 279,920
Cash and cash equivalents 139,633 387,616
* Excludes prepayments and accruals
Credit risk on cash and cash equivalents is considered to be
acceptable as the counterparties are substantial banks with high
credit ratings. All receivables are current assets and due within
12 months. The Group has assessed the expected credit losses as GBP
Nil for the year ended 31 March 2021 (2020: GBP Nil).
17. CAPITAL MANAGEMENT
For the purposes of the Group's capital management, capital
includes called up share capital, share-based payments for options,
share-based payments for warrants and equity reserves attributable
to the equity holders of the Company as reflected in the Statement
of Financial Position.
The Group's capital management objectives are to ensure that the
Group's ability to continue as a going concern, and to provide an
adequate return to shareholders.
The Group manages the capital structure through a process of
constant review and makes adjustments to it in the light of changes
in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital
structure, the Group may issue new shares, adjust dividends paid to
shareholders, return capital to shareholders, or seek additional
debt finance.
The nature of the Group's equity reserves is:
-- Reserves - cu mulative gains and losses on translating the
net assets of overseas operations to the presentation currency,
including warrants reserve;
-- Unissued share capital - this reflects the value of equity
that management has agreed to issue for settlement of remuneration
and funding provided;
-- Retained surplus / accumulated losses - comprise the Group's
cumulative accounting profits and losses since inception.
17.1 Reserves
31 Mar 2020
31 Mar 2021 (Re-stated)
GBP GBP
------------------------------- ------------- -------------
Translation reserve 81,970 78,698
Share options reserve 949,733 859,779
Warrants reserve 89,733 89,733
Shares to be issued reserve* 238,939 359,898
------------------------------- ------------- -------------
Balance at end of period 1,360,375 1,388,108
------------------------------- ------------- -------------
* On 29 June 2020 the Group announced that 11,584,077 ordinary
shares were issued to settle all outstanding liabilities to Pouncer
shareholders related to the purchase of BigDish UK Ltd. Further,
the Group will settle outstanding liabilities to directors and
employees under the salary sacrifice scheme.
18. SHARE CAPITAL
18.1 Share Capital
31 Mar 2021 31 Mar 2020
Number* GBP Number* GBP
Opening balance 348,950,355 5,972,980 285,847,519 3,239,914
Ordinary shares - new shares issued during 24,670,468
482,174
63,102,836 2,881,831
the period
Less: cost of issuance - - - (148,765)
Balance at end of period 373,620,823 6,455,154 348,950,355
5,972,980
* Number of shares issued and fully paid
The shares have no par value. At 31 March 2020 and 31 March
2021, the Group held 11,000,000 treasury shares, which were taken
into treasury by the Company in the period ended 31 March 2019, at
no par value.
18.2 Earnings Per Share
31 Mar 2021 31 Mar 2020
GBP GBP
-------------------------------------------- ---------------------- ------------
Basic and diluted earnings per share (0.0028) (0.0044)
Loss used to calculate basic and diluted
earnings per share (998,368) (1,480,457)
Weighted average number of shares used
in calculating basic and diluted earnings
per share 367,121,449 331,542,594
-------------------------------------------- ---------------------- ------------
Basic 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 2021 and 2020, 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 and options noted in note 21 could
potentially dilute EPS in the future.
19. RELATED PARTY TRANSACTIONS
The Group owes GBP 69,000 to Aidan Bishop at 31 March 2021 (2020
- GBP 48,500). The Directors agreed that this balance due would be
converted to equity using the same mechanism as the Company's
Salary Sacrifice scheme - which will be actioned in October
2021.
The Group owes GBP15,000 to Jonathan Morley-Kirk at 31 March
2021 (2020 - GBP 1,550). These debts are unsecured and interest
free. The Directors agreed that these balances due would be
converted to equity using the same mechanism as the Company's
Salary Sacrifice scheme - which will be actioned in October
2021.
During the year ended 31 March 2021 3,720,169 shares were issues
to Monza Capital Ventures Ltd, a party associated with Aidan
Bishop, in lieu of shares due to Aidan Bishop under the salary
sacrifice scheme.
20. LEASE COMMITMENTS
The Group had minimum lease payments under operating leases as
set out below.
31 Mar 2021 31 Mar 2020
GBP GBP
Less than one year - 32,619
Between one year and five years - -
Balance at end of period - 32,619
21. SHARE OPTIONS AND WARRANTS
21.1 Share Warrants
Warrants are denominated in Sterling and are issued for services
provided to the group or as part of the acquisition of a
subsidiary.
There were 34,151,130 warrants issued in connection with the IPO
in July 2018. The Company issued 6,851,116 warrants, in relation to
the acquisition of BigDish UK Ltd, at a strike price of 4.156p in
August 2019 with an exercise date of February 2021. The Company
announced in June 2019 that 500,000 warrants had been converted at
4.5p.
In October 2020 the Company issued 4,324,320 warrants at an
exercise price of 1.35p and in November 2020 the 5,404,400 warrants
at an exercise price 1.1p in relation to the short-term funding -
refer note 15.2 of the audited accounts.
In the year ended 31 March 2021 the Company recognised Share
Based Payments expenses of GBP 105,936 in respect of warrants (31
March 2020, GB 94,000).
The warrants outstanding and exercisable at 31 March 2021
are:
No. outstanding
Exercise price No. issued No. exercised No. lapsed and exercisable Expiry date
------------------ -------------- ----------------- ------------- ----------------- --------------
Issued in the period
ended 31 Mar 2019
02 August
4.50p 3,154,585 (500,000) - 2,654,585 2021
02 August
9.00p 11,111,111 - (11,111,111) - 2020
02 August
4.50p 444,444 - (444,444) - 2020
01 February
6.75p 597,695 (597,695) - 2020
02 August
9.00p 18,843,295 - (18,843,295) - 2019
Issued in the year
ended 31 Mar 2020
02 February
4.156p 6,851,116 - (6,851,116) - 2021
Issued in the year
ended 31 Mar 2021
19 October
1.35p 4,324,320 - - 4,324,320 2023
19 November
1.10p 5,404,400 - - 5,404,400 2023
------------------ -------------- ----------------- ------------- ----------------- --------------
Balance at
end of period 50,730,966 (500,000) (37,847,661) 12,383,305
------------------ -------------- ----------------- ------------- ----------------- --------------
21.2 Share Options
On 31 July 2018 and 19 February 2019 share options were granted
by the group to an employee, non-executive directors, executive
directors and senior managers within the Group.
Under the provisions of IFRS 2 a charge is recognised for those
share options and awards under the share plan issued. The estimate
of the fair value of the services received is measured based on
the Black-Scholes model for share options granted under the executive
and discretionary share option schemes. The Monte-Carlo model is
used to calculate the fair value of the performance share plan awards.
The contractual life of the share options is used as an input into
this model. Expectations of early exercise are incorporated into
the model. The vesting period reflects the terms and conditions
of the contracts.
In the year ended 31 March 2021 the Company recognised Share Based
Payments expenses of GBP 61,369 (31 March 2020: GBP 103,145) in
respect of share options.
Executive directors share options issued to Aidan Bishop and Joost
Boer on 31 July 2018 :
The options are equity-settled share-based payments, in recognition
of market performance.
Terms and conditions of the arrangement include:
* Market Performance based conditions; and
* No service condition attached meaning a vesting date
is equal to the grant date.
Employee Share options issued on 31 July 2018 :
The options are equity-settled share-based payments, in recognition
of goods and services provided by the employee.
Terms and conditions of the arrangement include:
* No market-based conditions; and
* Vesting period of 2 years from the date of Grant
Non-Executive directors share options issued on 31 July 2018 :
The options are equity-settled share-based payments, in recognition
of goods and services provided by the employee.
Terms and conditions of the arrangement include:
* No market-based conditions; and
* No service condition attached meaning a vesting date
is equal to the grant date
Senior manager share options were issued to the Chief Executive
Officer on 19 February 2019 :
These options are equity-settled share-based payments, in recognition
of goods and services provided by the employee. Terms and conditions
of the arrangement include:
* Half with no market-based conditions and half with
market performance-based conditions; and
* Service condition attached.
The fair value per share of the awards under the share plan granted
in the year was determined using the following assumptions:
31 Mar 2021
----------
19 19 31 July 31 July 31 July
February February 2018 2018 2018 Award
2019 2019 Award Award Directors
Award Award NED Employee
Senior Senior
Managers Managers
---------------- --- ---------- ---------- -------- ---------- -----------
Number of Shares 7,150,000 7,150,000 888,888 444,444 32,534,924
Share price at grant
date 3.7p 3.7p 4.4p 4.4p 4.4p
Exercise price 2p 4.5p 4.5p 4.5p 4.5p
Exercise Period 5 5 10 10 10
Expected Volatility 54% 54% 54% 54% 54%
Expected dividend
yield 0.00% 0.00% 0.00% 0.00% 0.00%
Risk free rate of
return 1.21% 1.21% 1.46% 1.46% 1.46%
--------------------- ---------- ---------- -------- ---------- -----------
The performance share plan award issued on 31 July 2018 is split
into two performance conditions. Half of the awards are based on
performance if the group achieves a share valuation of 9 pence per
ordinary shares over a 10-day period. The remaining half of the
awards are based on performance if the group achieves a share valuation
of 18 pence per ordinary shares over a 10-day period.
The performance share plan award issued on 19 February 2019 is split
into two performance conditions. Half of the awards are based on
performance if the group achieves a share valuation of 6 pence per
ordinary shares. The remaining half of the awards are based on performance
if the group achieves a share valuation of 10 pence per ordinary
shares. None of the 19 February 2019 share awards may be exercised
within the first 12 months of employment.
The expected volatility is based on a similar listed company adjusted
for any expected changes to future volatility due to publicly available
information. Details of the share options outstanding during the
year are as follows:
31 Mar 2021 31 Mar 2020
----------------------- --- ------------------------ --------------------------
Number of Weighted Number of Weighted
share Average share Average
options Exercise options Exercise
Price Price
(WAEP) (WAEP) (p)
(p)
----------------------- --- ------------ --------- ------------ -----------
Outstanding at beginning of
period 48,168,256 3.76 48,168,256 3.76
Granted during the - - - -
period
Outstanding at the end of
the period 48,168,256 3.76 48,168,256 3.76
---------------------------- ------------ --------- ------------ -----------
Exercisable at the end of
the period 48,168,256 3.76 48,168,256 3.76
The Group recognised GBP 193,727 (2020: GBP 94,000) of expenditure
related to equity-settled share-based payment transactions during
the period and recycled GBP 76,812 from reserves to retained earnings
in respect of warrants and options which lapsed in the period.
21.3 Share Awards
In the period ended 31 March 2019, the Company entered into an agreement
with a number of employees to issue a total of 599,156 shares at
a price equal to the admission price in two years' time should the
employees in questions still be employed by the Company.
With the individuals still being employed at the two-year anniversary
and thus the share awards being due to be issued in the current
year, the Company recognised a share based payment expense totalling
GBP26,962 in the year ended 31 March 2021. Although due, the shares
had not been issued to those employees as at 31 March 2021 and thus
the fair value of these share awards is included within other reserves.
22. PRIOR PERIOD ADJUSTMENT
Since the approval of the previous consolidated financial
statements, Management have identified errors relating to the year
ended 31 March 2020 and the period ended 31 March 2019.
It was noted that amounts to be settled as at 31 March 2019 and
31 March 2020 under the Company's salary sacrifice scheme had been
included within current trade payables rather than other reserves
within equity despite these shares to be issued meeting the
definition of equity per IAS 32. Prior period adjustments have
therefore been processed to reclassify these amounts from trade
payables to other reserves.
In addition, Management also noted that salaries subject to the
salary sacrifice scheme totalling GBP25,000 which related to
services provided in the year ended 31 March 2020 were not
accounted for until the year ended 31 March 2021. An adjustment was
therefore processed to recognise this expense in the year ended 31
March 2020. Other reserves as at 31 March 2020 were increased by
GBP25,000 accordingly.
The prior period adjustments had the following impact on the
Consolidated Statement of Comprehensive Income and the Consolidated
Statement of Financial Position:
Year ended 31 March 2020:
- Administrative expenses were increased by GBP25,000;
- Current trade payables were decreased by GBP87,961;
- Other reserves were increased by GBP112,961;
- The loss for the year was increased by GBP25,000; and
- Net assets were increased by GBP87,961.
Period ended 31 March 2019:
- Current trade payables were decreased by GBP276,452;
- Other reserves were increased by GBP276,452;
- There was no impact on the loss for the period; and
- Net liabilities were decreased by GBP276,452.
23. EVENTS AFTER THE REPORTING PERIOD
On 02 June 2021 the Company announced that the formation of the
Joint Venture with Amala Foods Inc had been approved by the SEC.
Further details are provided in the Strategic Report within this
Annual Report and Accounts.
On 09 August 2021 the Company announced that it had extended the
term of the funding agreement to Q1 2022 and received the remaining
loan balance due.
On 30 September 2021 the Company announced the voluntary
suspension of the trading in the Company's shares due to a minor
administrative issue delaying completion of the annual audit
process.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACSTJBFTMTIMMBB
(END) Dow Jones Newswires
December 03, 2021 02:44 ET (07:44 GMT)
Amala Foods (LSE:DISH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Amala Foods (LSE:DISH)
Historical Stock Chart
From Apr 2023 to Apr 2024
