Ross Grp. Regulatory News (RGP)

Ross Group Plc Half Yearly Financial Report 31st December 2022

HALF YEARLY FINANCIAL REPORT

FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2022

 Financial Summary (12 months to 31 December 2022)

Chairman's StatementFor the half year (interim) period to the 31st December 2022I would like to report that, during this particular period, Ross Group PLC ("the Group") decided to change its financial year end to the 30th June and, as a result of this change, the reporting period from 1st January 2022 to 31st December 2022 is hereby termed as an interim or half year set of Accounts. This is primarily due to the Board of Directors' restructuring and implementation of its planned business strategy, notwithstanding continuing to endure exceptional and extended 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 £854,000 without revenue.The Board during the last half of 2022 announced a specific Supply Chain Management Agreement ("SCMA") and is in the process of endeavouring to integrate this respective start-up business within the existing overall operations, since the AAG acquisition in 2019/2020 which was subsequently effected by COVID during the last 2 years and required restructuring.Ross Diversified Ltd, a subsidiary, has been renamed as the Energy Group International Ltd ("EGIL") as a result of the SCMA and is in the process of becoming a more defined water, hydrogen, oil and gas specialist supply chain management and service-providing operation, including, but not limited to, supply chain financing.Consequently, this division is currently in detailed discussions with a number of companies 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 approved and appointed Mr Stephen Johanns to become a Group Director and also the CEO of EGIL. The Board believes that his specialist skill set in both the Group's supply chain management services and also in areas of energy and infrastructure, as well as his own expertise in critical mineral supply chain solutions, will help the Group through EGIL produce some exciting opportunities in the very near future.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 OutlookFor the first half of 2023 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 preliminary cashflow forecasts in accordance with the new financial year. 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. Certain Directors have also confirmed to be ably to provide 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 UncertaintiesThe 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 or AAG related 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.DividendNo 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.Barry Richard PettittChairmanApproved: 24th March 2023

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED

Notes to the Interim Report

(1) The financial information contained in these statements for the twelve months ended 31 December 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

(3) No ordinary interim dividend is proposed for 2022 (2021 - £Nil).

(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 twelve months ended 31 December 2022 are unaudited.

(5) Reconciliation of Movements In Equity

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

(7) Current Assets

Interest is charged on the Directors loan at a commercial rate.

(8) Current Liabilities

(9) Non Current Liabilities

(10) On 27 September 2018 two convertible loan debentures were issued for £4,010,000 and £2,062,172 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 £1 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.

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 twelve 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