KOOV.L Regulatory News (KOOV)

4 September 2018

Koovs plc ("Koovs" or the "The Company")

Preliminary Results for the year ended 31 March 2018

Funding secured puts Koovs back on track to accelerate growth

Koovs plc (AIM:KOOV), the fashion-forward business focused on the young Indian e-commerce market, today announces its preliminary results for the year to 31 March 2018.

Mary Turner, Chief Executive Officer, Koovs, said:

"Last year was marked by concerns over funding and we managed our cash position prudently by reducing our marketing expenditure, which inevitably impacted sales. However, I am delighted that since FY18 we have successfully secured the requisite funding from a number of investors including our strategic partners in HT Media and Future Lifestyle Fashions Limited. We now have the necessary capital to put Koovs back on track, deliver on our strategy and accelerate our sustainable growth plan.

"Despite reducing our marketing spend last year, we continued to grow brand awareness and maintained our leadership position for customer experience and engagement, becoming one of Asia's most trusted brands. This shows the strength and resilience of our brand. I am also pleased we were successful in continuing to deliver high value sales with improved margins in a wider market driven by deep discounting.

"Looking ahead, growth is returning the India's ecommerce market and with our funding now secured, we are resolutely focused on scaling the business to leverage our competitive advantages as India's best-established affordable fashion brand in what is the world's fastest growing major economy."

FY18 Financial headlines:

· Gross order value* down by 21% to INR1,259m / £14.8m (FY17: INR1,616m / £18.6m) following reduction in marketing spend due to focus on cash conservation given funding requirement in period

· Improved quality of sales with trading margin* up by 163% to INR114m / £1.3m (FY17: INR43m / £0.5m)

· Trading margin percentage increased by 1,000bps to 14% (FY17: 4%) reflecting focus on reducing markdowns and driving high value sales

· Koovs plc revenue down by 29% at INR543m / £6.4m (FY17: INR761m / £8.7m)

· Pre-tax loss reduced by 22% to INR1,312m / £15.3m (FY17: INR1,691m / £19.3m) driven by cash preservation and cost saving initiatives

· Cash outflow from operating activities reduced by 50% to INR1,191m / £13.9m (FY17: INR2,233m / £25.5m) with reduced losses and improved working capital controls

* Explanation of metrics is provided in the trading performance and KPIs section within the Operating Review

Operational highlights:

· Significant progress in building brand and social base

o Brand awareness increased to 21% (FY17: 15%)

o Social media base increased by 400,000 followers to 2.4m with 1.9m on Facebook, generating three times the level of engagement compared to Koovs' nearest competitor

o Won SAMMIE Award for 'Best Social Media Brand in Fashion Apparel' for leadership in using social media as an integral part of brand DNA

· Maintained leadership position in customer experience

o Achieved highest customer Net Promoter Score amongst online fashion retailers in India (Redseer - Jan 2018)

o Ranked No 1 for "Best Customer Experience in Online Retailers" (Forrester Inc - Nov 2017)

o Voted "Favourite Fashion Portal" (Global Youth Forum)

o Named as one of Asia's Most Trusted Brands by IBC Corporation USA

· Delivered successful exclusive collaborations

o Designed exclusive capsule collections for Simply Be in the UK

o Launched design collaborations with international designers Gauri and Nainika and Danielle Helayel

o Launched social media fashion collaborations with Bollywood stars including Taapsee Pannu, Rhea Chakraborty, Adah Sharma, Ahaan Panday, Elli Avrram which together generated content with 7.4m user engagements

Post Balance Sheet event: funding successfully secured from HT Media and Future Lifestyle Fashions Limited

Since the year-end, and as previously disclosed to the market, £22.1m of additional funding has been raised, including £12m from Directors and investors, a £5.8m strategic investment from Future Lifestyle Fashions Ltd ("FLFL"), part of the Future Group - India's largest retail group, and most recently a £4.3m media-for-equity deal from HT Media Limited ("HT Media"), one of India's largest media companies and owner of the Hindustan Times.

Furthermore, FLFL has conditionally agreed to further increase its ownership of Koovs to 29.9%, requiring an additional £10m of investment, and HT Media has conditionally agreed to invest an additional £12.9m in media-for-equity over the next four years if required by the Company.

Combined, the funding will provide Koovs with c.£45m of working capital to deliver on the Company's strategic initiatives to achieve scalable growth over the coming years.

Notes to Editors

Koovs is focused on building KOOVS.COM into the leading fashion destination in India. The Company is headquartered in London, where the majority of its design and buying team is based, with all other operational functions based in India.

For further information please contact:

CHAIRMAN'S STATEMENT FOR THE YEAR TO 31 MARCH 2018

Dear Shareholders,

The past financial year has been tough for Koovs and was marked by a lack of funding. This meant that management had to conserve the Company's cash resources prudently, thereby reducing marketing spend, which inevitably had an impact on headline sales.

In response, the Board performed a review of the Company's operations to identify medium-term objectives to support our future growth plans. As a result, in March 2018 we took the decision to reset our objectives and recalibrate our targets to our five-year plan for growth with a view to securing investment of up to £50m to fund the plan.

There is a clear opportunity to capitalise on the platform we have built to date to unlock superior shareholder value over the coming years, and we have been delighted with the reaction from investors who share our vision.

In the FY19 we have successfully secured funding from a number of institutional and strategic investors: Future Lifestyle Fashions Limited ("FLFL"), part of Future Group, India's largest retail group, and HT Media Limited ("HT Media"), one of India's largest and most influential media companies and owner of the Hindustan Times.

The funding puts Koovs back on track. We are now in a position to refocus on day-to-day operations and deliver on our strategy by resuming our growth plan over the coming years.

Leading customer engagement and driving high value sales 

Despite the reduction in marketing expenditure in FY18, I was pleased to see the strength and resilience of the Koovs brand shine through. Brand awareness continued to grow and we maintained our leadership position for customer experience and engagement, becoming one of Asia's most trusted brands in the process.

During FY18 the retail market in India was recovering from the impact of earlier demonetisation and adapting to the introduction of GST, the new national sales tax introduced in July 2017, with many online retailers and marketplaces discounting deeply to clear legacy stocks. In this climate, I am pleased that Koovs purposefully followed a different strategy to focus on driving higher value sales, operational efficiency and customer satisfaction rather than volume, supporting our position as an exciting, aspirational and trusted brand.

This strategy has meant that Koovs was able to make progress on its position as the leading online western fashion brand for India's 20-somethings. With an increased focus on our product margins, I am extremely pleased with our business performance in significantly increasing our trading margin from 4% to 14%, reducing losses by 22%, further growing brand awareness to 21% and consistently getting the highest Net Promoter Scores (according to Redseer) in our category, outperforming other platforms on product variety and quality. Our marketing focus on social media, exclusive content and smart partnerships with media and iconic and up-and-coming Indian stars, has proved highly cost effective and established Koovs as the leader in customer engagement - with 2.4m followers and more than three times the engagement of our nearest competitor on Facebook. This performance is testament to the hard work and efforts of the entire Koovs team.

Strengthening the Board and management team 

During the year we also strengthened our team in the UK with the addition of Samantha Chilton as Head of Design, Lauren Pool as Head of Creative, bolstering Koovs' senior team experience, which now stands at a combined 125 years of fashion, technology and e-commerce expertise. We have also welcomed Nina Amin, former Head of Asian Markets at KPMG, to the Board as a Non-executive director and Chairman of the Audit Committee. Nina replaced Robert Bready who stepped down in the period, and I would like to thank Robert for the tremendous contribution he made to the Company since 2012.

Successful fundraising puts Koovs back on track 

I firmly believe that our team strength, prudent use of funds, marketing acumen, and proven operational efficiency and technology have enabled the Company to achieve significant progress in funding our new business plan outlined in March 2018. In March 2018, the Board announced the requirement for an additional £50m to fund the new business plan. Since then, we have raised £22.1m comprising of £12m from an over-subscribed equity raise which included participation from Directors and institutional investors, immediately followed by a landmark £5.8m investment from FLFL and most recently a £4.3m media-for-equity deal from HT Media Limited. Furthermore, FLFL has also conditionally agreed to make additional investments to take its ownership up to 29.9%, providing additional funding of approximately £10m., and HT Media have conditionally committed to an additional £12.9m media-for-equity should it be required by the Company. Combined, this brings the total funds raised or conditionally agreed to c.£45m to support our future growth plans. With over 400 retail fashion stores across India, FLFL will be a game-changing partner for Koovs with synergies across the value chain from manufacturing and distribution, to marketing and market reach. This new strategic partnership and investment will bring enormous benefits to our customers and partners as well as significant value for all shareholders. With the requisite funding now secured, Koovs is now back on track, and I am extremely excited about the Company's growth prospects for the years ahead. I would like to take this opportunity to thank all our colleagues in the UK and India for their continuing hard work, dedication and enthusiasm.

[Signature]

Waheed Alli

Chairman

3 September 2018

OPERATING REVIEW

KOOVS is the only online western fashion brand designed in London specifically for India: Affordable, Aspirational & Authentic.

The Market

India - Land of Opportunity, "The last big world retail market to move online "

Hardman & Co, June 2018

As the world's largest democracy, with the highest GDP growth of any major economy (7% IMF) and 65% of its 1.3bn population under 35, India offers a huge, vibrant pool of young, aspirational and digitally connected consumers.

With a well-funded Digital India strategy, the Government aims to have a digital identity and bank account facility for every citizen and has taken bold financial moves to introduce a national standardised sales tax (GST), eliminate the black cash economy (demonetisation) and encourage citizens to transact digitally, creating an excellent platform for e-commerce growth.

In India, internet penetration has reached 450m people so far and is expected to pass 50% by 2021 (an estimated 740m). With 300m people already using smartphones, mobile is a key technology for getting India online. As the world's largest Facebook community (241m in July 2017) and the most avid consumers of online video, the market offers a huge, highly connected and tech-savvy community.

E-commerce is still in its infancy with just 1% of retail spend made online, compared to more advanced markets like the UK (17%), China (16%) and USA (8%). However, despite the relative immaturity of the market, online retail sales accounted for $18bn in 2017. A few very large marketplace players like Amazon and Flipkart currently dominate the e-commerce space but this dominance is an enabler for smaller, more specialist companies, bringing billions in investment to develop the market, educate the consumer, build trust and improve the supporting infrastructure for efficient e-commerce.

Online fashion punches above its weight, with apparel contributing $4bn - 22% of the total e-commerce spend, while clothing is the leading gateway category representing 28% of first purchases online.

We cannot deny that demonetisation and GST caused a setback for all retail in India, however the effect was widely recognised as temporary, with the market now demonstrating significant recovery. GST will be a boost for online retail, eliminating complexities in serving customers across different territories and it will provide a stronger platform for growth and improve the case for investors to 'play the last big world retail market to move online' (Hardman & Co June 2018).

Objectives & Strategy

In FY2018 Koovs reviewed our objectives and the market opportunity in India. This review resulted in a reset of our five-year strategic business plan to deliver scalable growth and ultimately better shareholder value. Therefore, FY2018 has required a strong financial focus with the prudent management of current spend and in taking our vision and strategy out to investors to raise funding for the new business plan.

Concurrently, the business has continued to improve efficiency across all operations, implementing the latest in modular platform technology, re-siting non-strategic roles closer to operations in India and hiring new key senior personnel in London with extensive relevant expertise in design and creative to strengthen the team.

Funding & Strategic Investors

The recovery in retail and e-tail markets post demonetisation, along with the return of investor confidence in India as the last big market to adopt e-commerce, were highly encouraging. Combined with Koovs continued brand growth, operational readiness and high customer satisfaction ratings, the market allowed us to review our plans to capture the online young fashion market in India, resulting in the Board agreeing a new five-year plan and the announcement on 1 March 2018 of our intention to raise £50m in new capital.

As described earlier in the Chairman's Statement, the company has already secured c.£22.1m of funding, with a further c.£23m of conditionally agreed commitments. This includes investments from FLFL and HT Media, both of which will bring extensive opportunities and synergies for Koovs across media buying, brand exposure, supply chain, operational efficiency and reach into new regions beyond the large metros and tier one cities.

About FLFL and Future Group

FLFL operates more than 400 stores with over 6m square feet of retail space in the Indian fashion industry. It owns and markets 30 fashion brands through exclusive brand outlets, department stores and multi brand outlets, as well as company-operated chains such as Central and Brand Factory.

Future Group is among India's leading consumer goods companies with brands and retail networks in fashion, food and homeware. It owns over 60 brands, operates close to 2,000 retail stores with over 22m square feet and annual footfall of over 500m. Future Group also has one of India's most unique and rapidly-growing digital payment platforms, Future Pay, which has an active user base of over 6.5m. Future Group sells c. 300m garments a year, making it one of the top 10 fashion apparel companies in the world.

Strategic Pillars

Our strategy remains underpinned by four key pillars and we continue to achieve significant milestones across product expansion, engagement, brand and extension to new markets.

Amplify Brand

Koovs brand awareness among India's 20-somethings has continued to increase from 15% in 2017 to 21% in FY2018. This has been achieved through highly targeted use of social channels and exclusive digital content, despite significantly reduced marketing spend.

This focus on customer engagement has established Koovs as number one for customer experience in online only retail (Forrester Research November 2017) ahead of Amazon and Flipkart, and consistently scoring the highest Net Promoter Scores in our category of online fashion (Redseer Consultancy). Koovs has also recently been named as One of Asia's Most Trusted Brands by IBC Corporation's Asia Awards.

Expand Product Range

Design and exclusivity are key to Koovs position as the authority in affordable, authentic western fashion and the Koovs Private Label continues to lead in prominence and quality generating 40% of sales.

Key collaborations launched during the year have included celebrity and Royal favourite Daniela Helayel in June 2017, a debut shoe collection from red-carpet experts Gauri & Nainika in November 2017 and Disney X Koovs collections for both men and women in April and September 2017 featuring classic Disney characters, Disney Princesses and Star Wars and Marvel brands. These collaborations have further established Koovs position as the affordable lifestyle fashion brand for any occasion.

Engage Content

Koovs social media audience continues to grow, with over 2.4m followers. During the year Koovs has excelled in engagement with a series of smart social media events and partnerships to establishing Koovs as the most effective social brand in our peer group, scoring engagement at least three times the nearest competitor.

• Koovs launched the first Facebook Live fashion style session in India in April 2017 partnering with digital youth channel Filter Copy, blogger Sherry Shroff and Bollywood star Neha Sharma. The Facebook Live event achieved 1.2m live views across multiple channels.

• Blockbuster Rom-Com movie Jab Harry Met Sejal partnership featuring Bollywood superstar Shah Rukh Khan in July 2017 not only showcased Koovs fashion styles from the film, but also achieved over 8.5m views on YouTube alone for one of the promotional videos.

• In addition, #KoovsLondonDiaries social fashion features with a competition winner in September 2017 and with film star Rhea Chakraborty in November 2017 reached over 44m people, engaging directly with over 2.5m.

Since year end, Koovs has continued to partner with key youth stars using the social medium as a highly cost-effective marketing channel through this year. As a result, Koovs social media excellence has been recognised in August 2018 with a SAMMIE Award as Best Social Media Brand in Fashion Apparel.

Extend Distribution

The new partnership with recent strategic investor FLFL will provide Koovs with significant opportunities to expand and accelerate our reach into new territories within India beyond the current major metros and tier one cities.

Product

Koovs is now established as the brand for affordable, aspirational and authentic western fashion for the young, style-conscious Indian consumer. Koovs Private Label remains the lead brand on Koovs.com representing 40% of all sales v 60% global and local brands.

During FY18 Koovs has focused on retaining our reputation for design-led fashion, with the brand differentiated from commodity-based online discount marketplaces. By doing this we have been able to increase product margins significantly from 4% to 14% and significantly reduced the proportion of stock sold at deeply discounted prices. We have also focused on a product architecture with prices ranging from £6 to £60 per item across entry level, every day and premium western wear for men and women.

We introduce over 3,000 Private Label options per season, with 50% priced under INR999 (£12). Our aim is to further expand Private Label options and curated brands while continuing to improve product margins.

Technology

Koovs technology strategy continues to deliver on customer engagement and satisfaction with the App and website rated top for 'ease of use' by Redseer Consulting in January 2018.

Further deployment of our modular microservices technology platform is providing the latest cost-effective, environment for scaling and for rapid development and innovation throughout the business. It has also been fundamental in cementing our reputation as the cool and trusted brand with first class customer experience.

Trading Performance and KPIs

Key Performance Indicators below demonstrate that the business has achieved some strong metrics during a challenging financial year post demonetisation.

Koovs decision to focus on quality and customer experience rather than following the broader online market into deep discounting, has delivered significantly improved margins, highly creative and cost-effective use of marketing funds and has continued to grow brand awareness and customer engagement.

Our overall aim is to increase our share of the youth fashion market and to do this we will continue to invest in strong, targeted and efficient marketing campaigns and optimising our strategic partners.

Over the past year, compared with the previous year, we have achieved the following:

*in relation to the KOOVS.COM website and non-IFRS measures

Note: The group gross margin reported in this financial information is the margin generated on sales of product to Marble, the operator of the KOOVS.COM website. Due to foreign direct investment rules Koovs India cannot currently ship directly to the end consumer. Trading margin is the implied gross margin that would be reported in the group's accounts if Koovs India were able to ship products directly to the end consumer, and is a key performance indicator of the Company.

To assist UK-based readers of the financial information, translations into GBP (£) have be supplied on a memorandum basis to allow a clear understanding of the results and financial position of the business. The memorandum information has not been audited and does not form part of the financial reporting of the Group representing, as they do, simple translations of the Rupee information.

Outlook

The Indian e-commerce market is still largely under-developed but is considered the last big world retail market to move online. The opportunity for growth is significant with major global players like Amazon, eBay and Facebook investing in India as an online market. With only 1% of retail spend so far made online, but already accounting for $18bn in 2017 and predicted to reach $58bn by 2022, fashion punches above its' weight as the proven gateway category for online and accounts for 22% of all online retail sales today ($4bn).

The Indian consumer market presents some challenges but is the fastest growing major world economy and is a digitally-driven democracy.

Koovs is an established business with robust operations, the latest scalable technology and an unrivalled management team with over 125 years combined expertise in fashion, technology and e-commerce.

In FY19 the focus will be to invest in marketing, growing product options and customer experience, while improving margins towards profitability of the company.

With recently secured strategic investment, an established brand and a reputation for product quality, choice and customer experience, Koovs is positioned to take the lead in growing the online western fashion category in India and become the number one western fashion destination in India by 2020.

Current trading is in line and on target to deliver market expectations for FY19.

FINANCE REVIEW

The financial results of the Koovs plc Group in this report cover the year ended 31 March 2018.

The Group's principal activity is that of supplying branded fashion garments and accessories for sale by a third party through a branded website principally in the Republic of India.

Financial results

The Group achieved revenue of INR543.2m/£6,350k (2017: INR760.9m/£8,680k) during the year from the wholesale of fashion garments and accessories to its sole customer for onward sale to consumers. In these early days of development and relatively low volumes, together with the impact of demonetisation on the market as a whole, gross margins are low and therefore the Group generated a gross loss of INR147.0m/£1,718k (2017: INR294.0m/£3,354k).

Overhead costs comprise the costs of the design and merchandising team in the UK, the creative, content, marketing and IT teams in India, infrastructure costs, marketing expenditure and corporate costs. Altogether this amounted to INR1,100.0m/£12,857k (2017: INR1,425.3m/£16,258k) during the year to give an operating loss of INR1,247.0m/£14,575k (2017: INR1,719.3m/£19,612k).

Interest income arising mainly in India amounted to INR18.8m/£220k (2017: INR34.5m/£394k) to give a loss before tax of INR1,312.2m/£15,337k (2017: INR1,691.3m/£19,293k).

Taxation

Due to the losses generated in the period, and the likelihood that it will be some time before tax losses can be utilised, no deferred tax has been accounted for and therefore there is no tax charge or credit in the current or prior period. Indian Goods and Services Tax (GST) legislation and its application allow any unutilised input credits to be carried forward for an indefinite period and on a transferable basis. As such, to the extent this legislation remains as enacted and applied, any unutilised GST input credits are recognised as an asset in full in the consolidated statement of financial position.

Loss for the period

The loss for the period was INR1,312.2m/£15,337k (2017: INR1,691.3mn/£19,293k). The Indian ecommerce market is still in a nascent stage with only 18m out of 430m internet users regularly purchasing online. The current scale of the business means that minimum order quantities for manufactures are in excess of what is required. This together with the impact of demonetisation led to high levels of discounting creating a gross margin loss. Operating costs include INR667.4m/£7,797k of marketing expenses, which increased Koovs brand awareness from 15% to 21% during the financial year.

Basic earnings per share

Earnings per share amounted to a loss of 7.5 rupees/8.3 pence per share based on the loss attributable to equity holders of INR1,312.2m/£15,337k and weighted shares in issue of 175,383,691. The loss per share in the previous period was 11.20 rupees/ 12.77 pence based on the weighted shares in issue of 148,479,033.

Cash flow and funds

During the year to 31 March 2018 the Group utilised INR1,191.2m/£13,922k (2017: INR2,232.6m/£25,468k) in operations mainly funding the operating losses of INR1,312.2m/£15,337k.

Operating and investing activities utilised a total of INR962.1m/£11,244k.

Financing activities in the year, primarily through the issue of convertible debt, raised INR813.4m/£8,900k.

As a result of these movements, the net decrease in cash and cash equivalents was INR146.8m/£1,716k (2017: net increase of INR51.6m/£794.9k). The closing net cash and cash equivalents was INR34.5m/£377k (2017: INR151.8m/£1871k).

Taken along with the bank deposits the Group had access to INR252.9m/£2,766k (2017: INR606.0m/£7,471k) at the end of the financial period as described in Note 6.

Financial position

At the end of the financial period the net assets of the Group amounted to INR716.2m/£7,837k (2017: INR1,828.8m/£22,545k). This included INR621.2m/£6,797k of goodwill arising from the acquisition of Koovs India. Further information on the funding position of the Group is given in the Directors' Report and in the next section of this report.

Principal risks and uncertainties

There are a number of market and business risks that could affect the Company and the Group. We set out below the Group's view of the main risks which, should any materialise, could materially adversely affect the Group's business, financial condition and returns to shareholders. Further risks and uncertainties which are not presently known to the Directors at the date of this document, or that the Directors currently deem less significant, may also have an adverse effect on the business, financial condition or results of the Group.

Funding

The Group's business plan envisages a period of investment in marketing and product in order to grow the business to significant scale over the next three years and through to profitability.

In August 2017, INR813m/£8.9m of funding was raised through the issue of convertible bonds (note 19). In March 2018 the Board announced the requirement for an additional INR4,570m/£50m. By the date of this report a total funding of £22.1m has been raised. £12.0m from investors and directors; £5.8m through a strategic investment from Future Lifestyle Fashion Ltd, part of the Future Group, a major retailer in the Indian market FLFL; and £4.3m through a media for equity deal from HT Media Ltd, part of the Hindustan Times group of companies, a major media company in India. Future Lifestyle Fashion Ltd FLFL has indicated they intend to increase their shareholding to 29.9%, providing additional funding of approximately £10m. HT Media Ltd have conditionally agreed to provide an additional £12.9m of equity for media to be drawn down in tranches when required by the Company.

The Board is confident that any additional funding required will be secured in due course.

Market and Economic Risks

Economic outlook

The Group's revenue is dependent on the sales by Koovs India to Marble which, in turn, is dependent on the retail sales Marble achieves, so the Group is sensitive to the impacts of the general economic climate in India and on the population's propensity to spend on fashion clothing and accessories. Global economic factors may impact the costs of inputs such as cotton and fuel and the Group's ability to pass on such cost increases may be limited. The Board monitors projections for the Indian economy on a regular basis and amends plans based on the expected growth.

Market and competition

The retail fashion industry and market is subject to changing customer tastes. The Group's performance is dependent upon effectively predicting and quickly responding to changing consumer demands and translating market trends into saleable merchandise. Internet fashion retailing is global and highly competitive. Any failure by KOOVS.COM to compete effectively with bricks and mortar retailers and other internet retailers may affect the Group's revenue. The Group uses third parties to provide assessments of the developments of fashion in the global markets and designers attend international trade shows to provide direction and inspiration.

Suppliers

The Group makes arrangements with manufacturers for the supply of products designed by the Group. The ability to source products promptly at competitive prices and at appropriate quality is key to the success of the business and while there is a broad range of potential suppliers and well-developed competition in the market, the Group is dependent on being able to find appropriate manufacturing capability for its products in order to meet delivery, quality and price expectations. The Group uses a broad range of suppliers within the Indian market and also internationally and ensures that there is no concentration of supply. The employment of experienced sourcing experts ensures access to a broad range of manufacturing capability.

Foreign country and political risk

Most of the Group's personnel, operations and other assets including Koovs India's warehouse, all inventory and computer servers are located in India and, consequently, the Group is subject to changes in regulations or market conditions in that country. With the majority of operations located in India, local management maintain close monitoring of local developments and amend plans as necessary.

Financial risks

Interest rate risk

The Group's exposure to interest rate risk arises from the fluctuations in the 3-month sterling LIBOR rate impacting the interest payable on the Convertible Loan Notes and rate of interest income or charges on cash and cash equivalent balances. In the period under review, the Group has operated in a net cash position. UK interest rates continue to be very low and therefore the potential adverse interest rate risk in the UK is very low. Interest rates in India are in the region of 6.0% and the majority of the Group's cash is held in Indian Rupees in India. There is therefore a potential adverse interest rate risk affecting the interest income generated in India. No interest rate hedging is in place. The bank deposits are made for a variety of tenures to balance liquidity and security of interest generation.

Currency risk

The Group operates in the United Kingdom and India. Following the acquisition of Koovs India, all revenues and the majority of costs are denominated in Indian Rupees. However, around 40% of the Group's overheads are incurred in Sterling and therefore the Group results are susceptible to fluctuations as a result of changes in exchange rates. No foreign currency hedging is in place to mitigate this risk.

Credit and customer risk

The Group's revenues arise predominately from invoices for goods to a single customer. As Marble is currently the only channel through which Koovs India's products are sold to consumers, the Group's revenue is dependent upon the relationship with Marble and upon the success of Marble in servicing its customers, delivering products as promised, recovering payment from its customers and maintaining high levels of customer service. The Group has considered the credit risk associated with the customer and has assessed the credit worthiness of the customer to be good. The Group minimises the risk through a requirement for prompt, monthly payment of invoices issued to which the customer is committed and has demonstrated consistent adherence.

Liquidity risk

Liquidity risk is managed through the assessment of short, medium and long-term cash flow forecasts to ensure the adequacy of funding in order to meet the Group's working capital requirements. Where a shortfall in funding is identified the company will look to meet this shortfall though a variety of funding options including but not limited to the issuing of new equity and convertible debt.

Other risks

Technological risks

The Group is dependent on its IT infrastructure and any system performance issues (for example system or infrastructure failure, damage or denial of access) could seriously affect our ability to trade. The infrastructure has been designed specifically for robustness, flexibility and scalability and these objectives form a core part of the IT development strategy.

Warehouse disruption

Any disruption to the Group's warehousing facility due to physical property damage, breakdown in warehouse systems, capacity shortages or poor logistics management could lead to significant operational difficulties in order fulfilment, which may have a consequent adverse effect on the Group's business. The Group has recruited an experienced logistics manager to oversee these operations.

Intellectual property and content liability

The business of the Group carries with it the risk of intellectual property right infringement. The Group may need to engage in litigation to enforce its intellectual property rights, or to protect itself from third party claims. Our designers are professionally trained to ensure that intellectual property rights are appropriately handled. Competitors' products are regularly monitored and any infringement brought to managements' attention.

Key personnel

The Group depends on the services of its key technical, marketing and management personnel. The Group personnel structure is being developed as the business grows to provide appropriate quality, depth of experience and succession planning.

On behalf of the Board of Directors.

Mary Turner Robert Pursell

Director Director

3 September 2018 3 September 2018

Consolidated Statement of Profit and Loss

All results relate to continuing operations.

Consolidated Statement of Comprehensive Income

All results relate to continuing operations.

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

NOTES

1. Basis of preparation

The financial information set out in this document does not constitute the Company's statutory accounts for the years ended 31 March 2017 or 31 March 2018. Statutory accounts for the years ended 31 March 2017 and 31 March 2018, which were approved by the directors on 3 September 2018, have been reported on by the Independent Auditors. The auditors' reports on the accounts for 31 March 2018 and the year ended 31 March 2017 were unqualified, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006 but for the year ended 31 March 2017 drew attention to an emphasis of matter due to the uncertainty over going concern. Further details on Going Concern are included in note 2 below.

Statutory accounts for the year ended 31 March 2017 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 March 2018 will be delivered to the Registrar of Companies in due course and will be available from the Company's registered office at 23 Kingsway, London, WC2B 6UJ and from the Company's website www.koovs.com/corporate.

The financial information of the Group is presented in the Indian Rupee (INR), and all values are rounded to the nearest 100,000 Rupees (INR 0.1 million) except when otherwise indicated. The financial information of the Company is presented in Pounds Sterling (GBP/£) the functional currency of the Company and are rounded to the nearest thousand pounds (£000). To assist UK-based readers of the financial statements, translations into Pounds Sterling have be supplied on a memorandum basis to allow a clear understanding of the results and financial position of the business. The memorandum information has not been audited and does not form part of the financial reporting of the Group representing, as they do, simple translations of the Indian Rupee information. 

The financial information set out in these preliminary results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the statutory accounts for the period ended 31 March 2017. The principal accounting policies adopted are unchanged from those used in the preparation of the statutory accounts for the period ended 31 March 2017. New standards, amendments and interpretations to existing standards, which have been adopted by the Group have not been listed, since they have no material impact on the financial statements.

2. Going Concern

These financial statements have been prepared on the assumption that the business is a going concern.

The Board has identified that approximately INR 4,570m/£50m of additional funding would be required over 3 years. The Board and its advisors have therefore been engaged in a staged capital raising process which, by the date of this report, has secured additional funding as follows:

• £5.8m strategic investment from Future Lifestyle Fashions Limited (FLFL) for 57,876,600 new ordinary shares at a price of 10p per share, representing 24.8 per cent of the share capital at the time of issue.

• £17.1m of media for equity with Hindustan Times (HT) with the initial tranche of £4.3m at a price of 10p per share.

• £12m at a price of 15p per new ordinary share from investors and directors, including £1.5m committed for investment by Lord Alli.

• c. £10m of additional investment at a price of 15p per share agreed in principle by FLFL to increase their shareholding to 29.9 per cent of the enlarged share capital, noting this has not been included in concluding the going concern assumption.

With the existing funding received the Group has cash resources to support operations for a minimum of 12 months from the date of approval of financial statements, supporting the going concern assumption.

3. Revenue

Revenue recognised in the Income Statement is analysed as follows:

The Group's sole operation was that of supplying fashion garments at wholesale to third parties.

Operating segment

95% (2017: 100%) of the Group's revenue is generated by Koovs India through its operations as a supplier of branded fashion products. The chief operating decision maker is the Chief Executive Office who makes resource allocation decisions based on financial statements and operating reports for the entire Group. The Group therefore represents a single cash generating unit and a single operating segment.

Information about major customers

95% of the revenue reported arises from the sale of fashion garments to Marble Pvt. Ltd.

4. Operating loss

Operating loss is stated after charging:

All operating expenses are administrative by nature.

5. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to the owners of the Parent Company by the weighted average number of ordinary shares in issue during the period.

Diluted earnings per share is calculated by dividing the earnings attributable to the owners of the Parent Company by the weighted average number of ordinary shares in issue during the period, adjusted for the effects of potentially dilutive share options. The effect of the share options in issue is anti-dilutive and therefore no adjustment has been made to the weighted average shares in issue for diluted earnings per share.

6. Cash and bank deposits

Cash and cash equivalents comprise cash in hand and cash held in bank accounts from which deposits can be drawn without any substantial delay and which have not been deposited under any agreement for a fixed term, net of any bank overdrafts which are utilised for operational cash flow purposes.

7. Events after the reporting date

Issued Shares

At a Board meeting held on 13 July 2018 and subsequently at a General Meeting of the Company held on the 1 August the directors and shareholders approved the issue of further ordinary shares in order to provide funding for the Group's business plan. Subsequently the following shares were issued.

Also approved by shareholders at the EGM on 1 August was the authority for the Company to issue

 - 42,000,000 shares to HT Media for Tranche 1 of the £16.8m media for Equity deal

 - Up to 42,000,000 shares to HT Media for Tranche 2 of the £16.8m media for Equity deal

Share Options

On the 18 July 2018 the Board granted options over ordinary shares of £0.01 each to the following directors:

Mary Turner, Chief Executive Officer 12,783,322 Ordinary Shares

Gail Rebuck, Non-Executive Director 639,166 Ordinary Shares

Emily Sheffield, Non-Executive Director 639,166 Ordinary Shares

Nina Amin, Non-Executive Director 639,166 Ordinary Shares

Robert Pursell, Chief Financial Officer 3,835,000 Ordinary Shares

These share options were awarded with an exercise price of 17.7 pence per Ordinary Share, being the closing price on the 16 July 2018, and will vest on 17 July 2021 subject to continued employment with the Company.

8. Cautionary Statement

Koovs plc has made forward-looking statements in this press release, including statements about the market for and benefits of its products and services; financial results; product development plans; the potential benefits of business relationships with third parties and business strategies. These statements about future events are subject to risks and uncertainties that could cause Koovs plc's actual results to differ materially from those that might be inferred from the forward-looking statements, Koovs plc can make no assurance that any forward-looking statements will prove correct.