TIDMRGP
RNS Number : 4152B
Ross Group PLC
30 September 2022
Ross Group Plc Half Yearly Financial Report 30(th) June 2022
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LEI: 213800PIS2QRIKPZB546 ROSS GROUP PLC
HALF YEARLY FINANCIAL REPORT
FOR THE SIX MONTHSED 30 JUNE 2022
Financial Summary (6 months to 30 June 2022) 2022 2021
GBP'000 GBP'000 Change
Group Revenue - - -
Gross Profit/(Loss) - - -
Profit/(Loss) before tax (686) (85) 500.3%
Basic earnings per share -0.28p -0.04p 500.3%
Diluted earnings per share -0.22p -0.03p 500.3%
Chairman's Statement
It is once again my pleasure to report to you on both the business activities
and the financial interim results of the Ross Group PLC ("Group") for the
six month period ended 30th June 2022.
I would like to report that, in this period, Ross Group PLC ("the Group")
has continued to proceed to implement its planned business strategy, notwithstanding
continuing to endure exceptional circumstances related to COVID and its consequential
economic effects, all of which as a result has therefore subsequently resulted
in a net loss after tax of GBP685,000 (2021 GBP85,000 loss) without revenue.
The Board during the first half of 2022 has faced uniquely unprecedented
challenges in the process of endeavouring to restructure its respective start-up
businesses within the existing overall operations that were both acquired
in 2019/2020 and subsequently effect by COVID during the last 2 years and
also required restructuring of its Ross Diversified division into a more
defined water, hydrogen, oil and gas specialist supply chain management and
service-providing operation, including, but not limited to, supply chain
financing, in addition to its existing Commodity business (including, but
not limited to, teak wood and others)
Consequently, this division is currently in detailed discussions with two
exciting start-up businesses that are wanting to engage in such specialist
supply chain management services and related operations.
As a result, the Group is therefore currently in the process of implementing
and/or amending its specialistic supply chain management protocols, procedures
and respective disciplines, in order to put in place a more appropriate robust
financial and investment infrastructure through the adoption and application
of a more horizontal integrational sub-strategy that will hopefully place
the Group to be in a better position so as to try to provide more efficient
and successful specialist supply chain management services in the foreseeable
future.
The Group has also recently extended an invitation to Mr Stephen Johanns
to be appointed as a Director-Designate (subject to his formal election approval
at the forthcoming 2022 AGM) and believe that his specialist skill set in
both the Group's supply chain management services in areas of energy and
critical infrastructure, as well as his own expertise in critical mineral
supply chain solutions, will help the Group produce some exciting and dynamic
opportunities in the near future. As in previous years, whereby we have utilised
our specialist supply chain management services in order to sustain our operational
overhead, we will also now be endeavouring to explore specifically some strategic
specialist supply chain opportunities and in doing we have recently initiated
a specific restructuring of Ross Diversified Trading Ltd, a wholly-owned
subsidiary of some 30 years, whereby it is envisioned that this division
should specifically provide a particular platform for another specialist
supply chain related business or businesses.
Whilst there has been no revenue during this particular period from any
outside third party contracts, it is now the Group's intention to significantly
revert and re-implement resources that will enable the Group to grow its
global supply chain services and produce a more substantial revenue stream
in the future.
Business Outlook
For the second half of 2022 the Board will continue, along with our team
of Advisors and Consultants, to work tirelessly with our specialist supply
chain management team in trying to successfully build a business of a specialist
supply chain strategy centered around its Standard Incorporate Coding of
Mining & Mineral business in order to try and ensure that the Group has a
more balanced structure that can allow and enable the exploring other opportunities
that may also arise during this uncertain and unique time.
The Directors have prepared cashflow forecasts to December 2023. These cashflows
have been sensitized to assess the adequacy of cash and funding available
should future economic effects of recession and/or inflation impinge the
activities of the Group. The directors have also confirmed additional independent
financial support should additional resources be required. Based on the sensitivity
testing and additional resources available the Directors are satisfied the
Group can continue as a going concern for the foreseeable future.
Principal Risks and Uncertainties
The main risk to the existing operations of the Group is the possibility
of depleting necessary working capital in the event of not being able to
achieve enough specialist supply chain management service revenues and/or
incurring excessive expenses and/or overhead within a viable period of time.
The Board is both fully aware of these risks and, as a result, has always
endeavoured to managed its cash and cashflow conservatively and prudently;
having already ensured that its exposure to any RGP-525 liabilities in this
instance are primarily limited to its initial investment. In addition, the
Board is equally endeavouring to ensure that funds are being made available
to the Group, whilst also exploring other opportunities, specifically in
the supply chain of water, hydrogen, oil and gas sectors for future growth.
Your Directors are therefore reasonably confident that the Group currently
has both the financial resources and capability to fund existing expenses
for future specialist supply chain management growth.
Dividend
No ordinary interim dividend is proposed after considering the result for
the first half of the year, and the existing deficiency of retained reserves.
I would very much like to thank the members of the Board of Directors, as
well as our contractors, consultants and advisors for all their continued,
and highly appreciated, support, expertise and hard work.
Finally, as always, on behalf of our Board of Directors, I would also like
to personally extend my sincere thanks to our extraordinarily loyal and also
new shareholders for all their continued confidence, patience and truly exceptional
understanding.
Sincerely,
Barry Richard Pettitt
Chairman and Group Managing Director
Approved 30 September 2022
CONDENSED CONSOLIDATED INCOME STATEMENT UNAUDITED
6 months 6 months Year
ended 30 ended ended
June 30 June 31 Dec
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Group Revenue - - -
Gross Profit - - -
Profit / (Loss) before Finance Cost (505) 131 (1,873)
--------- --------- --------
Finance Cost 181 216 703
(Loss) before Taxation (686) (85) (2,576)
--------- --------- --------
Taxation - - -
(Loss) for the Period (686) (85) (2,576)
--------- --------- --------
Earnings per share (pence) -0.28 -0.04 -1.11
Diluted earnings per share (pence) -0.22 -0.03 -0.85
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED
Share Accumulated Translation Other
Capital Losses Reserve Reserves
Restated Restated
Balance at 1 Jan 2021 11,218 (39,820) (199) 15,384
(Loss) / Profit for the - (85) - -
period
Foreign exchange adjustment - - (13) -
--------- ------------ ------------ ----------
Total comprehensive income
/ (deficit) - (85) (212) -
--------- ------------ ------------ ----------
Balance at 30 June 2021 11,218 (39,905) (212) 15,384
--------- ------------ ------------ ----------
(Loss) / Profit for the - (2,491) - -
period
Foreign exchange adjustment - - - -
--------- ------------ ------------ ----------
Total comprehensive income - (2,491) - -
/ (deficit)
--------- ------------ ------------ ----------
Share issue 14 - - -
Movement on convertible - 453 - -
loans
Balance at 31 Dec 2021 11,232 (41,943) (212) 15,384
--------- ------------ ------------ ----------
Balance at 1 Jan 2022 11,232 (41,943) (212) 15,384
(Loss) / Profit for the - (686) - -
period
Foreign exchange adjustment - - (387) -
Total comprehensive income
/ (deficit) - (686) (387) -
--------- ------------ ------------ ----------
Share issue 10 - - -
Balance at 30 June 2022 11,242 (42,629) (599) 15,384
--------- ------------ ------------ ----------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED
6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Non Current Assets 53 802 68
Current Assets:
Trade and Other Receivables 171 129 117
Cash and Cash Equivalents 12 307 209
183 436 326
Total Assets 236 1,238 394
--------- --------- -----------
Equity and Liabilities
Shareholders' Equity:
Share Capital 11,242 11,218 11,232
Share Premium Account 3,708 3,146 3,540
Other Reserves 15,384 15,384 15,384
Convertible debentures 4,692 5,145 4,692
Translation reserve (599) (212) (212)
Retained Earnings (42,629) (39,905) (41,943)
--------- --------- -----------
Total Equity (8,202) (5,224) (7,307)
Non-Current Liabilities:
Lease Liabilities 22 28 10
Long Term Borrowings 3,345 2,552 3,003
Provisions 813 - 813
Current Liabilities:
Trade and Other Payables 3,673 3,178 3,315
Shareholders funds in advance - 378 -
Lease Liabilities 10 35 37
Bank Overdraft and Loans 575 291 523
--------- --------- -----------
Total Liabilities 8,438 6,462 7,701
Total Equity and Liabilities 236 1,238 394
--------- --------- -----------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2022 2021 2021
GBP'000 GBP'000 GBP'000
Net Cash From/(Used In) Operating
Activities (661) (281) (885)
Net Cash Used In Investing
Activities (1) 567 793
Cash Flows From Financing Activities:
Amount withdrawn by Directors 35 5 -
Issue of ordinary shares 178 - 408
Net Increase/(Decrease) In
Borrowings and Lease Liabilities 379 (75) (198)
--------- --------- -----------
Net Cash Flow From Financing
Activities (70) (70) 210
--------- --------- -----------
Net Increase/(Decrease) In
Cash and Cash Equivalents (197) 216 118
Cash and Cash Equivalent at
Beginning of Period 209 91 91
--------- --------- -----------
Cash and Cash Equivalent at
End of Period 12 307 209
--------- --------- -----------
Notes to the Interim Report
(1) The financial information contained in these statements for the six months
ended
30 June 2022 and 30 June 2021 is unaudited and does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006.
These statements are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the UK.
The interim financial statements have been prepared on the basis of the
accounting policies set out in the audited statutory accounts for the year
ended
31 December 2021.
The comparative information at 30 June 2021 has been restated as detailed
in note 11.
(2) Reconciliation of Operating (Loss) / Profit to Net Cash Flows From Operating
Activities 6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Operating Profit / (Loss) (505) 134 (1,873)
Profit on sale of fixed assets - (578) (337)
Exchange differences (391) (13) (4)
Depreciation and Amortisation 21 260 525
(Increase)/ Decrease In Trade
and Other Receivables (18) 135 212
Increase/(Decrease) In Trade
and Other Payables 232 (219) 592
Net Cash Generated From/(Used
In) Operations (661) (281) (885)
(3) No ordinary interim dividend is proposed for 2022 (2021 - GBPNil).
(4) The comparative cash flow for the year ended 31 December 2021 has been
extracted from the audited accounts. The cash flows for the six months ended
30
June 2021 and 30 June 2022 are unaudited.
(5) Reconciliation of Movements In Equity 6 months 6 months Year Ended
ended 30 ended 30
June June 31 Dec
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Share Premium Account
Brought Forward 3,540 3,146 3,146
Movement 168 - 394
--------- --------- -----------
Carried Forward 3,708 3,146 3,540
--------- --------- -----------
Other Reserves
Brought Forward 15,384 15,384 15,384
Movement - - -
--------- --------- -----------
Carried Forward 15,384 15,384 15,384
--------- --------- -----------
Translation Reserve
Brought Forward (212) (199) (199)
Foreign exchange adjustment (387) (13) (13)
--------- --------- -----------
Carried Forward (599) (212) (212)
--------- --------- -----------
Retained Earnings
Brought Forward (41,943) (39,820) (39,820)
(Loss) / Profit for the Period (686) (85) (2,576)
Value of conversion rights on
convertible loans - - 453
Carried Forward (42,629) (39,905) (41,943)
Convertible Debenture
Brought Forward 4,692 5,145 5,145
Movement - - (453)
Carried Forward 4,692 5,145 4,692
--------- --------- -----------
On 14 June 2022 the company made an announcement to the London Stock Exchange
confirming the issue of 9,087,000 shares equivalent to 4% of its existing
shareholding at a fixed price of 1.79 pence per new ordinary share.
(6) Non Current Assets Right of Property,
use assets Plant &
Land & Buildings Equipment Total
GBP'000 GBP'000 GBP'000
Cost
At 1 January 2022 138 33 171
Foreign exchange adjustment 4 1 5
Additions - 1 1
At 30 June 2022 142 35 177
----------------- ---------- --------
Depreciation / Amortisation
At 1 January 2022 97 6 103
Charge for the period 18 3 21
On disposals - - -
----------------- ---------- --------
At 30 June 2022 115 9 124
----------------- ---------- --------
Net Book Value
At 30 June 2022 27 26 53
----------------- ---------- --------
At 1 January 2022 41 27 68
----------------- ---------- --------
(7) Current Assets 30 June 31 Dec 30 June
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Trade receivables - - -
Prepayments and accrued income 11 9 11
Other debtors 62 45 47
Directors loan 98 63 58
Loans to associated undertakings - - 13
171 117 129
-------- -------- ---------
Interest is charged on the Directors loan at a commercial rate.
(8) Current Liabilities 30 June 31 Dec 30 June
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Trade payables 368 293 245
Other creditors 448 407 496
Accruals and deferred income 210 280 191
Amounts owed to associated undertakings 2,647 2,335 2,246
Lease creditor 10 37 35
Other loans 229 177 -
Debentures 346 346 291
Shareholders funds in advance - 378
4,258 3,875 3,882
-------- -------- ---------
(9) Non Current Liabilities 30 June 31 Dec 30 June
2022 2021 2021
GBP'000 GBP'000 GBP'000
Restated
Lease creditor 22 10 28
Debentures 1,318 1,256 825
Other loans 2,027 1,747 1,727
Provision 813 813 -
4,180 3,826 2,580
-------- -------- ---------
(10) On 27 September 2018 two convertible loan debentures were issued for
GBP4,010,000 and GBP2,062,172 with a coupon rate of 5%.
The loan notes are convertible into Ordinary shares of the parent entity
in three years after the date of issue.
At the Annual General Meeting on 31 December 2020 it was agreed to extend
the conversion period to 26 September 2022.
At the Annual General Meeting on 31 December 2021 it was agreed to extend
the conversion period to 26 September 2025.
The convertible loan debenture will give right to a percentage of the issued
share capital of the parent company at the date of conversion. Each tranche
of GBP1 million debenture owed by the long term holders correspond to 4.925%
of the issued share capital at the date of conversion, resulting in a fixed
percentage of the issued share capital of the company to be allotted to the
loan holders regardless of the value / amount of the share capital of the
company. 30 June 31 Dec
2022 2021
GBP'000 GBP'000
Face value of notes issued 6,072 6,072
Value of conversion rights 4,692 4,692
Convertible loan debenture liability 1,380 1,380
-------- --------
Interest expense recognized in period 61 222
-------- --------
The other loans have been advanced to the company from One World Limited.
The funding was provided for a three year period, and interest is charged
on these loans at 6%.
(11) The Group has restated the condensed consolidated income statement,
condensed consolidated statement of financial position, and condensed consolidated
statement of changes in equity for 30 June 2021. This is due errors in the
accounting treatment for convertible loan debentures, foreign exchange translation
and recognition of a Group asset which was not owned by the Group. This has
been considered as a prior year error and has been corrected in accordance
with IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors).Further
details on the impact of the restatement were included in the financial statements
for the year ended 31 December 2021.
(12) As no revenue has been generated throughout the group in this period
nor the prior period, the Chief Operating Decision Maker believes the information
already disclosed in the interim financial statements is adequate to fulfill
the requirements of IFRS8 segmental reporting. This will be reconsidered
at the year end and in future periods as the group begins to trade.
(13) The Interim Report will be sent by mail to all registered shareholders
and copies will be available from the Company's registered office at 71-75
Shelton Street, London, WC2H 9JQ. A downloadable copy will also be posted
on the Company's website www.ross-group.co.uk
Responsibility statement:
The Directors confirm that, to the best of their knowledge: -
a) the condensed set of financial statements has been prepared in accordance
with International Financial Reporting Standards (IFRS) and IAS 34 'Interim
Financial Reporting';
b) the financial statements give a true and fair view of the assets, liabilities,
financial position and loss of the group:
c) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year); and
d) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and changes
therein).
On behalf of the Board
B Pettitt
Chief Executive Officer
Ross Group plc
Registered Office
71 - 75 Shelton Street
London WC2H 9JQ
Contact - S Mehta, Non Executive Director
Tel. - 07973 848349
Email - shashiuk@gmail.com
Website - www.ross-group.co.uk
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