29 March 2021
S-VENTURES PLC
("S-Ventures" or the "Company")
Interim Unaudited Condensed Consolidated Financial Statements
For the period 6 July 2020 to 31 January 2021
The directors of S-Ventures PLC are pleased to report on their first trading period from 6th July 2020 to 31st January 2021. These accounts are unaudited and have not been reviewed by an auditor.
The business was formed to invest in, acquire and grow businesses in the natural wellness food tech and organic snacking sector. Since the company's formation we have reviewed many possible candidates for investment or acquisition and continue to do so. The key points of this initial period are:
1. S-Ventures raised £650,400 by way of a subscription for new equity at an average price 2.66p per share and listed on AQSE exchange in September 2020.
2. We are very pleased to report we have succeeded in keeping our costs to a minimum and have spent 50% less than planned on overhead /costs to date which include savings in all areas of the business. Our EBITDA for the 6 months is 65% better than plan.
3. In January 2021, we acquired 75.1% of We Love Purely Ltd which sells flavoured healthy plantain crisps. www.welovepurely.com
4. Appointed business veteran David Mitchell as Chairman
5. We have taken a stake in and provided loans to Coldpress Foods Limited. www.cold-press.com
6. We see no material change to our plan due to the pandemic. Our sector has not suffered in the same way as other sectors as e-commerce, grocers and pharmacy have remained stable throughout the pandemic.
Following the 6 months results the following highlights to note:
a. In February 2021, after the date of these accounts, we acquired 75.1% of OHSO Chocolate Ltd which sells chocolate with added probiotics. www.ohso.com
b. Application for admission to OTCQB USA stock market
The directors accept responsibility for the contents of this announcement.
Notes to Editors:
About S-Ventures PLC
Launched in July 2020, S-Ventures was created to acquire and develop businesses in the wellness sector. It listed on AQSE in September 2020.
For further information, please contact:
| S-Ventures Plc |
Robert Hewitt |
+44 (0)1932 400224
|
| Peterhouse Capital Limited |
Guy Miller |
+44 (0)20 7220 9796
|
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
|
| |
|
| |
6 July 20 to 31 January 2021 |
| £ |
|
| Continuing operations |
|
| Revenue |
11,803 |
| Cost of Sales |
(8,424) |
| |
3,379 |
| Cost of Listing |
76,300 |
| Administrative expenses |
63,491 |
| Loss before taxation |
(136,413) |
| |
|
| Finance income - interest receivable |
3,468 |
| |
|
| Loss for the period |
(132,945) |
| Loss attributable to Minority Interests |
(501) |
| Loss Attributable to Shareholders |
(132,444) |
| |
|
| Loss per share |
|
| Basic loss per share attributable to the equity shareholders of the parent (pence) |
(0.178) |
| CONDENSED BALANCE SHEET |
As at 31 January 2021 |
|
|
| |
|||
| |
|||
| |
£ |
|
|
| ASSETS |
|
|
|
| Fixed Assets |
4,603 |
|
|
| Goodwill |
180,102 |
|
|
| Investments |
30,000 |
|
|
| Total non-current assets Current assets |
214,705 |
|
|
| |
|
|
|
| Stocks in trade |
64,154 |
|
|
| Trade and other receivables |
167,696 |
|
|
| Cash and cash equivalents |
362,816 |
|
|
| Total current assets |
594,666 |
|
|
| TOTAL ASSETS |
809,371 |
|
|
| |
|
|
|
| LIABILITIES |
|
||
| Current Liabilities |
|
|
|
| Trade and other payables |
65,228 |
|
|
| Income in Advance |
15,295 |
|
|
| Borrowing |
1,354 |
|
|
| Total current liabilities |
81,877 |
|
|
| |
|
|
|
| Bounce Back loan (non current element) |
14,893 |
|
|
| TOTAL LIABILITIES |
96,770 |
|
|
| |
|
|
|
| NET ASSETS |
712,601 |
|
|
| |
|
|
|
| EQUITY ATTRIBUTABLE TO OWNERS |
|
|
|
| OF THE COMPANY |
|
|
|
| Share capital |
75,919 |
|
|
| Share premium |
762,115 |
|
|
| Equity to be issued |
|
|
|
| Minority Interests |
7,011 |
|
|
| Retained losses |
(132,444) |
|
|
| |
|
|
|
| TOTAL EQUITY |
712,601 |
|
| STATEMENT OF CAPITAL |
Share capital |
Share premium |
Minority Interest |
Retained losses |
Total Equity |
| £ |
£ |
£ |
£ |
£ |
|
| |
|
|
|
|
|
| At 6 July 2020 |
|
|
|
|
|
| Loss for the period |
- |
- |
- |
(132,444) |
(132,444) |
| Attributable to Minority on consolidation |
- |
- |
7,011 |
- |
7,011 |
| Issue of ordinary shares on formation & initial fund raise |
74,390 |
626,010 |
- |
- |
700,400 |
| Issue of ordinary in consideration of acquisition |
1,529 |
136,105 |
- |
- |
137,634 |
| |
|
|
|
|
|
| Balance at 31 January 2021 |
75,919 |
762,115 |
7,011 |
(132,444) |
712,601 |
The Company issued 1,529,267 shares as a swap involving the acquisition of 75.1% of the equity of We Love Purely Limited.
| CONSOLIDATED STATEMENT OF CASH FLOWS |
Parent |
Parent |
GROUP |
GROUP |
| |
|
|
|
|
| Reported Trading Loss pre Interest |
|
(58,102) |
|
(60,112) |
| Add Back Depreciation |
|
45 |
|
139 |
| |
|
(58,057) |
|
(59,973) |
| Sources of Funds: |
|
|
|
|
| Share Raise |
700,400 |
|
700,400 |
|
| Interest received |
3,468 |
|
3,468 |
|
| Bank loans |
|
|
16,247 |
|
| |
|
703,868 |
|
720,115 |
| Application of Funds |
|
|
|
|
| Investment (ColdPress) |
30,000 |
|
30,000 |
|
| Net assets acquired (note) |
|
|
34,956 |
|
| Listing costs |
76,300 |
|
76,300 |
|
| Fixed Assets |
1,964 |
|
4,742 |
|
| |
|
(108,264) |
|
(145,999) |
| Changes in Working Capital |
|
|
|
|
| Stocks & Inventories |
- |
|
(64,154) |
|
| Accounts Receivable |
(199,832) |
|
(167,696) |
|
| Creditors |
5,710 |
|
80,522 |
|
| |
|
(194,122) |
|
(151,328) |
| |
|
|
|
|
| |
|
343,425 |
|
362,816 |
| |
|
|
|
|
| Cash & Equivalents |
|
343,426 |
|
362,816 |
| |
|
|
|
|
| Note: |
|
|
|
|
| The net asset acquired represents the Goodwill less shares issued to acquire the group interest in We Love Purely Limited. |
|
|||
| |
||||
Notes to Accounts:
1. Basis of preparation:
The condensed interim financial statements have been prepared in accordance with the requirements of the AQSE Growth Market Rules.
The interim financial information set out above does not constitute statutory accounts. They have been prepared on a consolidated going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union.
These condensed consolidated interim financial statements comprise the accounts of the parent company and its subsidiary, after elimination of all material intercompany balances and transactions.
2. Loss per share:
The calculation of the total basic loss per share of 0.178p is based on the loss attributable to equity owners of the company of £132,444 divided by the weighted number of shares in issue during the period.
3. Investments:
The acquisition of shares in Coldpress Foods Limited is accounted for at cost.
4. Post Balance Sheet Event:
The company completed the purchase of 75.1% of the share capital of Ohso Chocolate Limited in February 2021.
5. Approval of Interim Finance Statements:
These condensed interim financial statements were approved by the Board of Directors on 26 March 2021.
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