TIDMMII
RNS Number : 9315X
Milton Capital PLC
28 April 2023
28 April 2023
Milton Capital Plc
("Milton" or the "Company")
AUDITED ACCOUNTS FOR THE YEARED 31 JANUARY 2023
Milton Capital Plc, the cash shell focusing on opportunities in
the technology space, is pleased to announce its audited accounts
for the financial year ended 31 January 2023.
The full accounts can be found below and will be available on
the Company's website shortly.
Milton Capital plc info@milton-cpaital.co.uk
Directors or
Malcolm Burne Miltoncapitalplc@gmail.com
Eran Zucker
Peterhouse Capital
Limited
Financial Adviser
and
Brefo Gyasi / Guy
Miller +44 (0)20 7469 0930
Corporate Broker
Lucy Williams / Duncan
Vasey +44 (0)20 7469 0930
Milton Capital Plc - Chairman's Statement for the period ended
31 January 2023
Dear Shareholders,
The board of Milton Capital Plc is pleased to present its
inaugural Annual Report to shareholders.
I am delighted to announce that our cash shell with a focus on
technology has successfully completed its listing on the London
Stock Exchange on 4th October 2022, and we are now officially a
public company. This marks an important milestone for our business
and opens up new opportunities for us to create value for our
shareholders.
As a cash shell, our primary objective is to identify and invest
in attractive businesses or assets that have the potential to
generate strong returns for our investors. With our focus on
technology, we are particularly interested in high-growth sectors
such as AI, edge computing, quantum computing, machine learning,
automation, robotics, blockchain, nanomaterials and the
exploitation of space. We believe that the rapid pace of
technological change and disruption presents significant
opportunities for value creation, and we will be actively seeking
out innovative businesses and technologies that have the potential
to generate significant returns for our shareholders.
Our experienced management team has a proven track record of
identifying and executing successful investments, and we believe
that our team's expertise and network will be a key advantage as we
seek out new investment opportunities in the technology sector. We
will continue to be guided by our core principles of integrity,
transparency, and accountability as we navigate the investment
landscape and evaluate potential investments in the technology
space.
We believe that building strong relationships with our investors
is essential to our success as a public company, and we are
committed to earning and maintaining your trust. We are also
committed to maintaining open and transparent communication with
our shareholders, and we will provide regular updates on our
progress and any material developments. It is important to us that
our shareholders have a clear understanding of our strategy and
investment approach, and we will be as forthcoming as possible with
information that is relevant to our performance. It is worth noting
that this statement has been drafted by ChatGPT, a language model
trained by OpenAI, but it has been reviewed and approved by our
management team to ensure that it accurately reflects our vision
and objectives.
Our commitment to technology extends beyond just investing in
innovative businesses and assets. As evidenced by our use of
ChatGPT to draft this statement, we are constantly exploring new
and emerging technologies that can help us achieve our objectives
more efficiently and effectively. We believe that our use of
cutting-edge technology reflects the ethos of our company and our
dedication to remaining at the forefront of technological
advancement. We are committed to leveraging technology in all areas
of our business to drive growth and create value for our
shareholders.
In conclusion, I would like to thank our shareholders for their
support and confidence in our business. We are excited about the
opportunities that lie ahead in the dynamic and rapidly evolving
technology sector, and look forward to delivering value for our
shareholders as we embark on this new chapter in our journey.
Sincerely,
Eran Zucker
Non-Executive Director
28 April 2023
Milton Capital Plc - Strategic Report for the period ended 31
January 2023
The Directors present their Strategic Report on the Company for
the period ended 31 January 2023.
Principal activity and business review
For the financial period ended 31 January 2023, the Company's
principal activity was a holding company, which has actively
pursued its strategy through the sourcing and assessment of
acquisition and investment opportunities across technology
sectors.
Review of business and analysis using key performance
indicators
The Company was incorporated on 17 September 2021.
The Company reported a loss for the first reporting period of
GBP98,985 out of which GBP25,081 was share based payment.
Net assets amounted to GBP926,096 at 31 January 2023.
Key performance indicators
The Board monitors the activities and performance of the Company
on a regular basis. The indicators set out below have been used by
the Board to assess performance over the period to 31 January 2023.
The main KPIs for the Company are listed as follows:
Key Performance indicator 2023
Current assets GBP960,130
-----------
Net assets GBP926,096
-----------
Loss before tax GBP98,985
-----------
Investing policy
Milton Capital Plc was formed with the intention to identify and
acquire a suitable business opportunity or opportunities and
undertake an acquisition or merger or a series of acquisitions or
mergers.
The Company intends the main focus of the acquisition strategy
to be on the technology sector, in particular: edge computing,
quantum computing, artificial intelligence, machine learning,
automation, robotics, blockchain, nanomaterials and the
exploitation of space.
The Directors see these technologies as having considerable
growth potential for the foreseeable future and many of the
prospects they have identified are in this sector. The Directors
believe that any acquisition target will have at least one of four
key components: (i) a strong management team; (ii) an innovative
product proposal (iii) revenue enhancing or cost saving
capabilities; and (iv) high growth potential. It is anticipated
that the main driver of success for the Company will be its focus,
during the investment screening process, on the management involved
in the potential target companies and the potential value creation
that the team of people is capable of realising. The Company
intends to own, operate and manage the target acquisitions.
Accordingly, where the Directors feel that a target company would
benefit from their skills and expertise, they may look to seek
representation on the board of the target company.
The Directors believe that their broad, collective experience,
together with their extensive network of contacts, will assist them
in identifying, evaluating and funding suitable acquisition
opportunities.
Future developments
The Directors expect to continue to execute the Company's
strategy in sourcing and assessing acquisition and investment
opportunities across its stated sectors of focus.
Promotion of the Company for the benefit of the members as a
whole
The Director's believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term,
-- Act fairly between the members of the Company,
-- Maintain a reputation for high standards of business conduct,
-- Consider the interests of the Company's employees,
-- Foster the Company's relationships with suppliers, customers and others, and
-- Consider the impact of the Company's operations on the community and the environment.
The following paragraphs summarise how the Directors fulfil
their duties:
The Company is quoted on Standard Segment of the Main Market on
the London Stock Exchange. Its members are kept informed, through
detailed announcements, shareholder meetings and financial
communications of the Board's broad and specific intentions and the
rationale for its decisions. The Board recognises its
responsibility for setting and maintaining a high standard of
behaviour and business conduct. There is no special treatment for
any group of shareholders and all material information is
disseminated through appropriate channels and available to all
through the Company's news releases and website.
When selecting investments, issues such as the impact on the
community and the environment have actively been taken into
consideration. The Company's approach is to use its position to
promote positive change for the people with whom it interacts.
The Company is committed to being a responsible business. The
Company pays its creditors promptly and keeps its costs to a
minimum to protect shareholders funds. There were no employees in
the Company other than the two Directors in the current year
therefore effectiveness of employee policies is not relevant for
the Company.
Principal risks and uncertainties
The Company's primary risk is that it may not be able to
identify suitable investment opportunities or there is no guarantee
that investment opportunities will be available, and the Company
may incur costs in conducting due diligence into potential
investment opportunities that may not result in an investment being
made. The Directors believe that their broad, collective
experience, together with their extensive network of contacts, will
assist them in identifying, evaluating and funding suitable
acquisition opportunities.
It may be necessary to raise additional funds in the future by a
further issue of new Ordinary shares or by other means. However,
the ability to fund future investments and overheads in More
Acquisitions Plc as well as the ability of investments to return
suitable profit cannot be guaranteed, particularly in the current
economic climate. The Directors stringently monitor the Company's
expenses. As a cash shell, the annual outgoings are minimal. Both
Directors have an active presence in the finance sectors and will
be able to raise future funding if required.
This report was approved by the board of directors on 27 April
2023 and signed on its behalf by
Eran Zucker
Non-Executive Director
Milton Capital Plc - Directors' Report for the period ended 31
January 2023
The Directors present their report together with the audited
financial statements for the period ended 31 January 2023.
Results and dividends
The trading results for the period ended 31 January 2023 and the
Company's financial position at that date are shown in the attached
financial statements.
The Directors do not recommend the payment of a dividend for the
first reporting period ended 31 January 2023.
Principal activities and review of the business
The Company was formed on 17 September 2021 as a cash shell with
the aim to undertake one or more acquisitions, which may be in the
form of a merger, capital stock exchange, asset acquisition, stock
purchase or a scheme arrangement of a majority interest in a
company or business. The Company shares were admitted to trading on
the Standard List of the Main Market on the London Stock Exchange
on 4 October 2022.
A review of the business is included within the Chairman's
Statement and Strategic Report.
Directors serving during the year
Mr Malcolm Burne Appointed on 11 October 2021
Mr Eran Zucker Appointed on 11 January 2022
Mr Michael Hobon Willis Appointed on 11 October 2021, Resigned
on 11 January 2022
Mr Ian Hedley Wallis Appointed on 11 October 2021, Resigned
on 11 January 2022
Directors' interests
The Directors at the date of these financial statements who
served, and their interest in the ordinary shares of the Company,
are as follows:
31 January 2023
------------------------------
Number of Warrants
ordinary Shares
----------------- -----------
Mr Malcolm Burne 18,000,000 36,000,000
Mr Eran Zucker 1,999,900 3,999,800
Mr Michael Hobon Willis - -
Significant shareholders
As at 31 January 2023 (and 21 days prior to the AGM), so far as
the Directors are aware, the parties (other than the interests held
by Directors) who are directly or indirectly interested in 3% or
more of the nominal value of the Company's share capital is as
follows:
Shareholder Number of Percentage of
Ordinary Shares Issued Share Capital
Richard Cayne 25,000,000 25.00%
Malcolm Burne 18,000,000 18.00%
Fiske Plc 7,500,000 7.50%
Peterhouse Capital Limited 5,000,100 5.00%
Antoine Salame 5,000,000 5.00%
Borden James 5,000,000 5.00%
Richard Edwards 5,000,000 5.00%
P3 Capital Limited 3,700,000 3.70%
P4 Capital Limited 3,300,000 3.30%
Flare Capital Limited 3,250,000 3.25%
Related party transactions
Related party transactions and relationships are disclosed in
note 12.
Going concern
The Company has reported a loss for the period of GBP98,985.
The Company had receivables reserves at the year-end of
GBP960,130.
The Directors therefore consider that the company has adequate
resources to continue its operational existence for the foreseeable
future.
Share capital
Details of the Company's share capital is set out in Note 8. The
Company's share capital consists of one class of ordinary share,
which does not carry rights to fixed income. As at 31 January 2022,
there were 100,000,000 ordinary shares of 1p par value each in
issue.
Events after the reporting date
Events after the reporting date are disclosed in note 15.
Greenhouse gas emissions, energy consumption and energy
efficiency
As the Company has not completed its first acquisition and has
on only two Directors, limited travel and no premises, the
Directors do not consider any disclosure under the Task Force on
Climate-related Financial Disclosures is required at this juncture,
however the Company will continue to review this position as it
executes its investment and acquisition strategy.
Political donations
There were no political donations made for the period ended 31
January 2023.
Charitable donations
The Company has made no charitable donations during the
period.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of
approval of the report:
-- there is no relevant audit information of which the Company's auditor is unaware; and
-- the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
Auditor
MHA MacIntyre Hudson have expressed their willingness to
continue in office as auditor and will be proposed for
reappointment at the Annual General Meeting.
This report was approved by the board of directors on 27 April
2023 and signed on its behalf by
Eran Zucker
Non-Executive Director
Milton Capital Plc - Directors' Remuneration Report for the
period ended 31 January 2023
The Directors' do not receive any remuneration for their
respective roles. There are no other benefits paid to Directors
outside of their service fees, save for ordinary course
reimbursable expenses properly incurred in the performing their
duties as Directors. The Company does not operate a pension
scheme.
The Directors are holders of warrants as stipulated by their
existing shareholdings. Details of the warrant issues are detailed
below.
Warrant issues
On Admission, the Company issued 200,000,000 Investor Warrants.
The Investor Warrant entitles the holder to subscribe for one
Ordinary Share at GBP0.015 per Ordinary Share. The Investor
Warrants are exercisable either in whole or in part for a period of
5 years from the date of Admission. The Investor Warrants have an
accelerator clause which applies if the Company announces and signs
a sale and purchase agreement within 60 months of Admission. The
Company will serve notice on the Investor Warrant holders to
exercise their warrants in this event. When the Company serves
notice, any Investor Warrants remaining unexercised after 7
calendar days following the notification of the notice will be
cancelled.
As of 31 January 2023, none of these warrants have been
converted into shares.
Milton Capital Plc - Corporate Governance Report for the period
ended 31 January 2023
The Company has adopted the principles of the Quoted Companies
Alliance Corporate Governance Code (QCA Code) for small and
mid-size quoted companies. The QCA Code identifies ten principles
that they consider to be appropriate arrangements and asks
companies to provide an explanation on how they are meeting the
principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size, and
complexity of the Company and its business.
These disclosures are set out on the basis of the current
Company and the Board highlights where it has departed from the
Code presently.
The following paragraphs set out the Company's compliance with
the 10 principles of the QCA code and the information below was
last updated on 22 November 2022.
1. Establish a strategy and business model which promotes long-term value for shareholders
The Company's strategy is to undertake one or more acquisitions,
which may be in the form of a merger, capital stock exchange, asset
acquisition, stock purchase or a scheme arrangement of a majority
interest in a company or business. The Board maintains close
dialogue with several funds, specialist funding businesses and
brokers to help identify suitable investment opportunities.
The Board considers that the key challenge in executing the
Company's plan is identifying opportunities where it is likely that
the investee will progress rapidly and the investment will
therefore rise in value.
The Board intends to deliver shareholder returns through capital
appreciation. Challenges to delivering strategy, long-term goals
and capital appreciation are an uncertainty in relation to
organisational, operational, financial and strategic risks, all of
which are outlined in the Risk Management section below, as well as
steps the Board takes to protect the Company by mitigating these
risks and secure a long-term future for the Company.
Given the size of the Company, we believe the strategy and
business model we have adopted is consistent with our goal of
promoting long term value for shareholders.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its
shareholders to ensure that its strategy, business model and
performance are clearly understood. The principal forms of
communication are the Annual Report and Accounts, full and
half-year announcements, trading updates, other Regulatory News
Service announcements and its website.
The Company also maintains a dialogue with shareholders through
Annual General Meetings, which provides an opportunity to meet,
listen and present to shareholders, and shareholders are encouraged
to attend in order to express their views on the Company's business
activities and performance.
The Company's website is kept updated and contains details of
relevant developments and has a facility for questions to be
addressed to the Company and it is the Board's commitment that all
reasonable questions are answered promptly.
3. Take into account wider stakeholder and social
responsibilities and their implications for long-term success
The Company's business is focused on making and appraising
investments. As such, stakeholder and social responsibilities, in
terms of impact on society, the communities within which the
Company operates and the environment, apply less than that of an
operating company. Therefore, the Company appraises its social
responsibilities as part of its investment appraisal process.
The key resource on which the Company relies is the collective
experience of the Directors. All employees within the Company are
valued members of the team, and the Board seeks to implement
provisions to retain and incentivise all its employees. The Company
offers equal opportunities regardless of race, gender, gender
identity or reassignment, age, disability, religion of sexual
orientation.
In terms of its shareholders, the Company aims to provide
transparent and balanced information to encourage support and
confidence in the Board's approach.
The Board recognises that the long-term success of the Company
is reliant upon the efforts of employees, regulators and many other
stakeholders and has close ongoing relationships with a broad range
of its stakeholders.
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The Board recognises the need for an effective and well-defined
risk management process and it oversees and regularly reviews the
current risk management and internal control mechanisms.
The Company considers risk management to fall into two broad
categories, being the investment activity of the Company and the
operations of the Company.
(a) The investment risk is considered as part of the appraisal
processes and by way of due diligence and ongoing monitoring.
(b) The Company uses internal appraisal and the annual audit to
ensure financial risks are evaluated in detail. Board meetings are
also used for the directors to raise any issues relating to
business risk arising from the Company's business model and
operations.
Dealings in the Company's shares are monitored and any dealings
must first be approved by the Non-executive Director.
The risk assessment matrix below sets out and categorises key
risks, and outlines the mitigating actions which are in place. This
matrix is updated as changes arise in the nature of risks or the
mitigating actions implemented, and the Board reviews these on a
regular basis. The Company has identified the principal risks to
the Company achieving its objectives as follows:
Risk Potential Impact Mitigation
Dependence on the As a consequence of a failure by the Executive Management The Company has very
Company's Directors, Team: simple operations, its
who are the only * Quarterly management information is not adequate/ assets consist of only
employees. received in a timely fashion. cash and prepayments.
* Annual or interim reports or other market updates are
filed late, therefore damaging market reputation.
------------------------------------------------------------ ---------------------------
Ability to raise further Our business model depends on our ability to raise debt The careful management of
funds and/or equity funding to finance future our investments underpin
investments and overheads in the Company. our success to date in
There can be no guarantee that we will be able to raise raising funds. This
funds, particularly in the current includes not only making
economic climate. the initial investment
after our appraisal
process but continuous
ongoing monitoring of the
investee companies and
reporting positive news.
------------------------------------------------------------ ---------------------------
Ability to identify There is no guarantee that investment opportunities will be The detailed due diligence
further suitable available, and the Company may carried out coupled with
investment opportunities incur costs in conducting due diligence into potential the Board's knowledge and
investment opportunities that may not expertise give
result in an investment being made. us confidence that we will
continue to identify
potential investments.
------------------------------------------------------------ ---------------------------
The Board considers that an internal audit function is not
considered necessary or practical due to the size of the Company
and the day-to-day control exercised by the Directors. However, the
Board will monitor the need for an internal audit function. The
Board has established appropriate reporting and control mechanisms
to ensure the effectiveness of its control systems.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board recognises the QCA recommendation for a balance
between Executive and Non-executive Directors and the
recommendation that there be at least two Independent
Non-executives. The Board consists of two directors; one Executive
Director and one Non-executive Director. The Board deems the
current composition to be sufficient, given the nature and size of
the Company. The Board maintains that the Board's compositions will
be frequently reviewed as the Company develops.
The Directors of the Company are committed to sound governance
of the business, and each devotes sufficient time to ensure this
happens. The Board held four Board meetings in the period. All
meetings were attended by both Directors. Board meetings cover
regular business, investments, finance, and operations.
6. Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities
The Company believes that the Board as a whole has significant
experience in the financial services industry. The Board believes
they have the requisite mix of skills and experience to
successfully execute the business strategy in order to meet the
Company's objectives.
Malcolm Burne - (Executive Director) (date of appointment: 11
October 2021)
Malcolm Burne started his long career with a leading firm of
London Stockbrokers as an equities analyst and later became a
financial columnist with the Financial Times and other business
publications. He has started a number of businesses in the
financial, technology and natural resources sectors not only in UK
but also Australia, Hong Kong and North America. He has been the
architect of a substantial number of SPACS usually targeting new
trends and has completed many reverse takeovers. Malcolm has sat on
the boards of numerous public companies, including Main Market
companies such as GRIT Investment Trust Plc and Golden Prospect. He
was a director of Auctus Growth Plc, a Standard List special
purpose acquisition company, which acquired HeiQ Materials AG and
was re-admitted to Standard List in December 2020. Malcolm is also
a founder director of Star Tech NG Plc, a pre-IPO fund in US growth
tech. As a corporate financier and venture capital investor Malcolm
has a significant investment portfolio of private companies in the
new economy and fintech space some of which he is a director
representing his shareholding.
Eran Zucker - (Non-Executive Director) (date of appointment: 11
January 2022)
Having joined Peterhouse Capital Limited in 2007, Eran has over
15 years of experience dealing with a range of transactional and
advisory work, including company affairs, restructurings, mergers
and acquisitions, and IPOs. Eran works with companies in both the
UK and international markets, listed on the Standard List, AIM and
AQSE Growth Market. Over his career, Eran has been instrumental in
advising several reverse takeovers of technology and life sciences
companies, including Rule 3 independent advisory, financial
advisory for Main Market companies and corporate advisory for a
combination of AIM and AQSE Growth Market companies. Starting as an
associate at Lion Capital Corporation Limited, Eran Is now a
Managing Director at Peterhouse, leading transactions on AIM and
the Standard List. With more than 15 years of experience in driving
innovation and technology companies to list on the London markets,
Eran is well connected to the Israeli innovation ecosystem. Eran
holds a Masters in Finance degree from London Business School and
First Class Honours degree in Business Studies from Cass Business
School, City University London. He is also a combat medic and a
trained chef.
7. Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
The Directors consider that the Company and Board are not yet of
a sufficient size and complexity for a full Board evaluation to
make commercial and practical sense. The Board acknowledges that it
is non-compliant with its processes to evaluate the performance of
the Board.
As the Company is a cash shell, the Board deems the current
structure to be sufficient.
As the Company grows, it expects to expand the Board and with
the Board expansion, re-consider the need for Board evaluation.
In view of the size of the Board, the responsibility for
proposing and considering candidates for appointment to the Board
as well as succession planning is retained by the Board. All
Directors submit themselves for re-election at the AGM at regular
intervals.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that by acting ethically and promoting strong
core values it will gain a reputation for honesty and that this
will attract business and help the long-term objectives of the
Company. As such the Board adopts an open approach to all
investors, investment opportunities and all its advisers and
service providers.
The Board further considers the activities of and persons
involved with potential investee companies as part of its due
diligence processes.
The Board places great importance on the responsibility of
accurate financial statements and auditing standards which comply
with the Auditing Practice Board's (APB's) and Ethical Standards
for Auditors. The Board places great importance on accuracy and
honesty, and seeks to ensure that this aspect of corporate life
flows through all that the Company does.
A large part of the Company's activities is centred upon an open
and respectful dialogue with stakeholders. The Directors consider
that the Company has an open culture facilitating comprehensive
dialogue and feedback.
9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high
standards of corporate governance and notes the departure from the
Code in terms of independence on the Board. The Board reviews the
Company's corporate governance arrangements regularly and expects
these to evolve over time, in line with the Company's growth.
The Executive Director is responsible for the day-to-day
management of the Company's activities.
The matters reserved for the Board are:
(a) Defining the long-term strategy for the Company;
(b) Approving all major investments;
(c) Approving any changes to the Capital and debt structure of
the Company
(d) Approving the full year and half year results and
reports;
(e) Approving resolutions to be put to the AGM and any general
meetings of the Company;
(f) Approving changes to the Advisory team; and
(g) Approving changes to the Board structure.
10. Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
The Board is committed to maintaining effective communication
and having constructive dialogue with its stakeholders. All
shareholders are encouraged to attend the Company's Annual General
Meeting and the Board discloses the result of General Meetings by
way of announcement.
The Company's first annual financial statements will be publicly
announced once audited and will also be available on the Company's
website and at the Company's registered office.
Information on the Investor Relations section of the Company's
website is kept updated and contains details of relevant
developments, regulatory announcements, financial reports and
shareholder circulars. Shareholders with a specific enquiry can
contact us on the website contact page.
The Board, so far as is practicable given the Company's size and
stage of its development, has voluntarily adopted the QCA Code as
its chosen corporate governance framework. There are certain
provisions of the QCA Code which the Company will not adhere to
currently, and their adoption will be delayed until such time as
the Directors believe it is appropriate to do so. It is anticipated
that this will occur concurrently with the Company's first material
investment or acquisition.
Following such an acquisition, the Company will seek to develop
its corporate governance position and will address key differences
to the QCA Code. Specifically, it is anticipated this will
include:
i. the augmentation of the Board with suitably qualified
additional executive and non-executive directors including
independents;
ii. the implementation of audit, remuneration and nomination
committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering
the Board and Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework
tailored to the operating assets and strategic direction of the
enlarged entity.
Eran Zucker
Non-executive Director
28 April 2023
Statement of Directors' Responsibilities to the members of
Milton Capital Plc for the period ended 31 January 2023
Directors' responsibilities
The Directors are responsible for preparing the Strategic
Report, Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial period. Under that law they are
required to prepare financial statements in accordance with the UK
adopted international accounting standards (IAS).
The financial statements are required by law and IAS to present
fairly the financial position and performance of the Company; the
Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of the Act to
financial statements give a true and fair view and references to
their achieving a fair presentation.
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss for the period. The Directors are also required to prepare
financial statements in accordance with the rules of the London
Stock exchange.
In preparing the Company's financial statements, the Directors
are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable UK adopted international accounting
standards (IAS), in conformity to the Companies Act, been followed,
subject to any material departures disclosed and explained in the
financial statements.;
-- prepare the financial statements on a going concern basis
unless it is inappropriate to assume the Company will continue in
business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Website publication
Financial statements are published on the Company's website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and
integrity of the Company's website is the responsibility of the
Directors. The Directors' responsibility also extends to the
ongoing integrity of the financial statements contained
therein.
Independent Audit Report to the members of Milton Capital Plc
for the period ended 31 January 2023
For the purpose of this report, the terms "we" and "our" denote
MHA MacIntyre Hudson in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of Milton Capital Plc (the 'Company'). For the purposes of
the table on pages 14 to 20 that sets out the key audit matters and
how our audit addressed the key audit matters, the terms "we" and
"our" refer to MHA MacIntyre Hudson. The relevant legislation
governing the Company is the United Kingdom Companies Act 2006.
Opinion
We have audited the financial statements of Milton Capital Plc
for the period ended 31 December 2022.
The financial statements that we have audited comprise:
-- the Statement of Profit or Loss and Other Comprehensive Income;
-- the Statement of Financial Position;
-- the Statement of Changes in Equity;
-- the Statement of Cash Flows; and
-- Notes 1 to 16 to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and UK
adopted International Financial Reporting Standards('UK adopted
IFRS').
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 January 2023 and of the loss for the period then
ended;
-- the Company financial statements have been properly prepared
in accordance with UK adopted IFRS;
-- have been prepared in accordance with the requirements of the
United Kingdom Companies Act 2006.
Our opinion is consistent with our reporting to the Board of
Directors.
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 public interest
entities, and we have fulfilled our ethical responsibilities in
accordance with those requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors' assessment of the Company's
ability to continue to adopt the going concern basis of accounting
included:
-- The consideration of inherent risks to the Company's
operations and specifically their business model of searching for
suitable acquisition targets.
-- The evaluation of how those risks might impact on the available financial resources.
-- Liquidity considerations including examination of cash flow projections for the Company.
-- The evaluation of the base case scenarios and stress
scenarios and the respective sensitivities and rationale
-- Viability assessments, including consideration of reserve levels and business plans.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding
of the Company and its environment, including
the Company's system of internal control, and
assessing the risks of material misstatement in
the financial statements. We also addressed the
risk of management override of internal controls,
including assessing whether there was evidence
of bias by the directors that may have represented
a risk of material misstatement.
------------ -------------------------------------------------------------
Materiality 2022
-------------------- --------- --------- -------------------------------
Company GBP46.5k 5% of net assets
Key audit matters
-------------------------------------------------------------------------
* Management override of controls
Key Audit Matters
Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those matters
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters.
Management override of controls
----------------------------------------------------------------------------
Key audit Management is in a unique position to perpetrate
matter description fraud because of management's ability to manipulate
accounting records and prepare fraudulent
financial statements by overriding controls
that otherwise appear to be operating effectively.
Due to the unpredictable way in which such
override could occur, this is deemed a key
audit matter for this engagement.
---------------------- ----------------------------------------------------
How the scope of Our audit procedures included:
our audit responded
to the key audit Controls testing - Given the nature of the
matter business at the reporting date and the associated
accounting records, there are very few transactions
and/or journals. As such, we evaluated the
design and implementation of key controls
around bank payments and receipts, as well
as considerations relating to financial reporting.
We performed detailed reviews and testing
of journal entries made, particularly those
considered to rely on greater levels of judgement,
such as period-end estimations.
We tested the basis of accounting estimates
of a subjective nature, such as period-end
accruals, to understand the judgments made,
assessment of potential management bias and
assessed the adequacy of disclosures for compliance
with the accounting standards and regulatory
considerations.
---------------------- ----------------------------------------------------
Key observations The results of our testing were satisfactory,
communicated to and we considered that entries made into the
the Company's members accounting system and subsequent disclosure
made into the financial statements were deemed
to have an appropriate supporting basis and
there was no indication of any management
bias.
---------------------- ----------------------------------------------------
Our application of materiality
Our definition of materiality considers the value of error or
omission on the financial statements that, individually or in
aggregate, would change or influence the economic decision of a
reasonably knowledgeable user of those financial statements.
Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole. Materiality is used in planning the scope of
our work, executing that work and evaluating the results.
Materiality was set at GBP46,500 which was determined on the
basis of 5% of the Company's net assets. Net assets was deemed to
be the appropriate benchmark for the calculation of materiality as
this is a key area of the financial statements because this is the
metric by which the performance and risk exposure of the Company is
principally assessed. This is also the metric against which users
assess the ability of the Company to continue in its search for
suitable acquisition targets.
Performance materiality is the application of materiality at the
individual account or balance level, set at an amount to reduce, to
an appropriately low level, the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole.
Performance materiality was set at GBP32,550 which represents
70% of the above materiality levels.
The determination of performance materiality reflects our
assessment of the risk of undetected errors existing, the nature of
the systems and controls.
We agreed to report any corrected or uncorrected adjustments
exceeding GBP2,325 to the Board of Directors as well as differences
below this threshold that in our view warranted reporting on
qualitative grounds.
The control environment
We evaluated the design and implementation of those internal
controls of the Company, which are relevant to our audit, such as
those relating to the financial reporting cycle.
Reporting on 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
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, 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.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
Directors' remuneration report
Those aspects of the director's remuneration report which are
required to be audited have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received by branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- the part of the directors' remuneration report to be audited
is not in agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
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 financial statements, the directors are
responsible for assessing the Group's and the Parent Company'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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor 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 aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the financial
statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities . This description forms
part of our auditor's report.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
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.
These audit procedures were designed to provide reasonable
assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely
we would become aware of it.
Identifying and assessing potential risks arising from
irregularities, including fraud
The extent of the procedures undertaken to identify and assess
the risks of material misstatement in respect of irregularities,
including fraud, included the following:
-- We considered the nature of the industry and sector the
control environment, business performance including remuneration
policies and the Company's own risk assessment that irregularities
might occur as a result of fraud or error. From our sector
experience and through discussion with the directors, we obtained
an understanding of the legal and regulatory frameworks applicable
to the Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the
financial statements.
-- We enquired of the directors and management concerning the
Company's policies and procedures relating to:
- identifying, evaluating and complying with the laws and
regulations and whether they were aware of any instances of
non-compliance;
- detecting and responding to the risks of fraud and whether
they had any knowledge of actual or suspected fraud; and
- the internal controls established to mitigate risks related to
fraud or non-compliance with laws and regulations.
-- We assessed the susceptibility of the financial statements to
material misstatement, including how fraud might occur by
evaluating management's incentives and opportunities for
manipulation of the financial statements. This included utilising
the spectrum of inherent risk and an evaluation of the risk of
management override of controls.
Audit response to risks identified
In respect of the above procedures:
-- we corroborated the results of our enquiries through our
review of the minutes of the Company's board meetings;
-- audit procedures performed by the engagement team in
connection with the risks identified included:
- reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with applicable laws
and regulations expected to have a direct impact on the financial
statements;
- testing journal entries, including those posted to unusual account combinations;
- evaluating the business rationale of significant transactions,
and reviewing accounting estimates for bias;
- enquiry of management around actual and potential litigation and claims;
- challenging the assumptions and judgements made by management
in its significant accounting estimates; and
- obtaining confirmations from third parties to confirm existence of a sample of balances.
-- we communicated relevant laws and regulations and potential
fraud risks to all engagement team members, and remained alert to
any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Other requirements
We were appointed by the Directors on 17 March 2023. The period
of total uninterrupted engagement including previous renewals and
reappointments of the firm is 1 years.
We did not provide any non-audit services which are prohibited
by the FRC's Ethical Standard to the Group or the Parent Company,
and we remain independent of the Company in conducting our
audit.
Use of our report
This report is made solely to the Company's members in
accordance with Chapter 3 of Part 16 of the Companies Act. 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 for our
audit work, for this report, or for the opinions we have
formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the
ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson, Statutory Auditor
Maidenhead, United Kingdom
Milton Capital Plc: Statement of Profit or Loss and Other
Comprehensive Income
for the period ended 31 January 2023
20 23 (*)
Notes GBP
----------
Administrative expenses 2 (96,485)
----------
Operating loss (96,485)
Net finance expenses (2,500)
Loss before taxation from continuing operations (98,985)
Income tax 4 -
----------
Loss for the period from continuing operations (98,985)
Loss for the period attributable to the owners of the Company and total comprehensive loss
for the period (98,985)
Loss per share attributable to the owners of the Company
From loss from continuing operations/loss for the period:
Basic and diluted (pence per share) 5 (0.1) p
(*) For the reporting period since 17 September 2021 till 31
January 2023.
The notes on pages 17 to 25 form part of these financial
statements.
Milton Capital Plc: Statement of Financial Position as at 31
January 2023
2023
Notes GBP
----------
Current assets
Cash and cash equivalents 6 960,130
Total current assets 960,130
Total assets 960,130
Current liabilities
Trade and other payables 7 (34,034)
----------
Total current liabilities (34,034)
Total liabilities (34,034)
Net assets 926,096
==========
Shareholders' equity
Share capital 8 1,000,000
Share based payments reserve 9 25,081
Retained earnings (98,985)
----------
Total shareholders' equity 926,096
==========
The financial statements were approved by the Board, authorised
for issue on [--] 2023 and were signed on its behalf by:
Eran Zucker
Non-Executive Director
Registered number: 13628457
The notes on pages 17 to 25 form part of these financial
statements
Milton Capital Plc: Statement of Changes in Equity for the
period ended 31 January 2023
Share Retained Total
capital earnings
GBP GBP GBP
----------------------------------------------- ---------- ---------- ----------
Balance at 17 September 2021 - - -
Total comprehensive loss for the period ended - (98,985) (98,985)
Issue of warrants - 25,081 25,081
Shares issued in period 1,000,000 - 1,000,000
Balance at 31 January 2023 1,000,000 (98,985) 926,096
----------------------------------------------- ---------- ---------- ----------
Share capital
Share capital represents the nominal value on the issue of the
Company's equity share capital, comprising GBP0.01 ordinary
shares.
Retained earnings
Retained earnings represent the cumulative net losses of the
Company recognised through the Statement of Profit or Loss and
Other Comprehensive Income.
The notes on pages 17 to 25 form part of these financial
statements.
Milton Capital Plc: Statement of Cash Flowsfor the period ended
31 January 2023
2023 (*)
Note GBP
----------
Operating activities
Loss for the period ended 31 January 2023 9 (98,985)
Adjustments to reconcile profit before tax to net cash flows
Share based payment 25,081
Working capital adjustments
Increase in trade and other payables 7 34,034
----------
Net cash used in operating activities (39,870)
----------
Financing activities
Proceeds from issue of equity 8 1,000,000
----------
Net cash generated from financing activities 1,000,000
----------
Net increase in cash and cash equivalents -
Cash and cash equivalents at start of the year -
Cash and cash equivalents at end of the year 960,130
----------
(*) For the reporting period since 17 September 2021 till 31
January 2023.
The notes on pages 17 to 25 form part of these financial
statements.
Milton Capital Plc: Notes to the Financial Statements for the
period ended 31 January 2023
Accounting policies
General information
Milton Capital Plc (the "Company") is a public limited company
incorporated and domiciled in the United Kingdom. The address of
its registered office is 3(rd) Floor, 80 Cheapside, London, EC2V
6EE.
The Company is listed on the standard segment of the main market
of the London Stock Exchange.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of
these financial statements are set out below.
Basis of preparation
These financial statements have been prepared in accordance with
the UK adopted International Accounting Standards and Companies Act
2006.
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation of
assets and liabilities held at fair value.
These are the first financial statements of the company.
The preparation of financial statements in conformity with the
UK adopted International Accounting Standards requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Company's
accounting policies. There were no areas involving a higher degree
of judgement or complexity, or areas where assumptions and
estimates were significant in the financial statements. Financial
statements are prepared in Sterling and to the nearest whole
pound.
Going concern
The Company has reported a loss for the year of GBP98,985.
The Company had other receivables balance at the year-end of
GBP960,130.
The Directors therefore consider that the company has adequate
resources to continue its operational existence for the foreseeable
future.
New standards, amendments and interpretations adopted by the
Company
Standard Impact on initial application Effective date
-------------------- --------------------------------------------------------- ---------------
Amendments to IAS 1 Classification of liabilities as current or non- current 1 January 2024
New standards, amendments and interpretations not yet
adopted
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company.
Financial instruments
Financial assets and financial liabilities are recognised in the
Company's balance sheet when the Company becomes a party to the
contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less from inception.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined
above.
New standards, amendments and interpretations not yet
adopted
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company.
Financial instruments
Financial assets and financial liabilities are recognised in the
Company's balance sheet when the Company becomes a party to the
contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less from inception.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined
above.
Financial assets
The Company's financial assets comprise cash and cash
equivalents. Financial assets are stated at amortised cost less
provision for expected credit losses.
Financial liabilities
The Company classifies its financial liabilities in the category
of financial liabilities measured at amortised cost. The Company
does not have any financial liabilities at fair value through
profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method.
Operating loss
Operating loss is stated after crediting all items of operating
income and charging all items of operating expense.
Current taxation
The tax currently payable is based on taxable profit or loss for
the period and is calculated using rates and laws that are enacted,
or substantively enacted, at the reporting date. Taxable profit or
loss differs from net profit or loss as reported in the income
statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible.
Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the balance sheet
differs from its tax base.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the deferred tax
liabilities/ (assets) are settled/ (recovered).
1. Nature of expenses
2023 (*)
GBP
---------
Share based payment 25,081
Listing expenses 44,274
Bank fees 2,500
Audit fee 18,000
Legal fees 8,400
Other expenses 730
---------
98,985
---------
(*) For the reporting period since 17 September 2021 till 31
January 2023.
2. Staff costs, including Directors
During the year the Company had no employees. The Company
employs only two Directors.
2023
GBP
-----
Wages and Salaries -
Social security taxes -
-----
-
-----
The Directors did not earn/ accrue any fees or salaries for the
period ended 31 October 2022.
Directors' and key management personnel
Directors' remuneration for the period ended 31 January 2023 is
as follows:
Salary Fees Share based payments Total
GBP GBP GBP 2023
GBP
------- ----- --------------------- ------
Malcolm Burne - - - -
Eran Zucker - - - -
------- ----- --------------------- ------
- - - -
------- ----- --------------------- ------
Both directors were issued investor warrants during the period
based on their existing investments, with Malcolm Burne holding
36,000,000 and Eran Zucker holding 3,999,800. Details of the
warrant terms are included in note 9.
3. Taxation
The tax assessed on loss before tax for the period differs to
the applicable rate of corporation tax in the UK for small
companies of 19% The differences are explained below:
202 3
GBP
---------
Analysis of income tax expense:
Current tax -
Deferred tax -
---------
Total income tax expense -
Loss before tax (98,985)
---------
Profit before tax multiplied by effective rate of corporation tax of 19% -
Effect of:
Capital allowances -
Expenses not deductible for tax purposes -
Losses carried forward (98,985)
---------
Tax charge in the income statement -
---------
The Company has incurred tax losses for the year and a
corporation tax expense is not anticipated. The amount of the
unutilised tax losses has not been recognised in the financial
statements as the recovery of this benefit is dependent on future
profitability, the timing of which cannot be reasonably
foreseen.
On 10 June 2021, the UK Government's proposal to increase the
rate of UK corporation tax from 19% to 25% with effect from 1 April
2023 was enacted into UK law.
4. Earnings per ordinary share
The earnings and number of shares used in the calculation of
loss/earnings per ordinary share are set out below:
2023
-----------
Basic loss per share
Loss for the financial period (98,985)
Weighted average number of shares 25,588,271
-----------
Loss per share (pence) (0.4) p
-----------
As at the end of the financial period ended 31 October 2022,
there were 256,250,005 share warrants in issue, which had an
anti-dilutive effect on the weighted average number of shares.
5. Cash and cash equivalents
20 23
GBP
--------
Trust account 960,130
--------
960,130
--------
During the period the Company raised a total amount of
GBP1,000,000. The funds were deposit from investors on a trust
account on behalf of the Company. The Company has access to these
funds and interest receivable from being held in the trust
account.
On the 1 February 2023, the net funds were transferred from the
trust account to the Company own bank account.
6. Trade and other payables
202 3
GBP
-------
Trade payables 1,534
Accruals 32,500
34,034
-------
All trade and other payables fall due for payment within one
year. The Directors consider that the carrying value of trade and
other payables approximates to their fair value.
7. Share capital
20 23 20 23
Issued and fully paid Number GBP
------------ ----------
At 17 September 2021 - at incorporation (a) 1 1
------------ ----------
Total shares at GBP1 each 1 1
------------ ----------
Share consolidation:
1 share at GBP1 per share, consolidated into
100 shares at GBP0.01 per share 100 1
------------ ----------
Total shares at GBP0.01 each 100 1
------------ ----------
Ordinary shares issued at GBP0.01 (b) 4,999,900 49,999
Ordinary shares issued at GBP0.01 (c) 95,000,000 950,000
At 31 January 2023 100,000,000 1,000,000
------------ ----------
(a) On incorporation, the Company issued 1 Ordinary Share at
GBP1 nominal value. On 1 November 2021, the Company consolidated
the 1 Ordinary Share at GBP1 in issue into 100 Ordinary Shares at
GBP0.01 each.
(b) On 21 March 2022, the Company issued 4,999,900 new Ordinary
Shares at GBP0.01 per share.
(c) On 4 October 2022, 95,000,000 new Ordinary Shares were issued at GBP0.01 per share.
The holder of ordinary shares is entitled to receive dividends
as and when declared by the Company. All ordinary shares carry one
vote per share without restriction.
8. Warrants
2023 2023
Weighted average exercise price (p) Number
------------------------------------- ------------
Outstanding at the beginning of the period - -
Issued during year - investor warrants 1.5p 200,000,000
Issued during year - broker warrants 1.5p 5,000,000
Outstanding at the end of the period 1.5p 205,000,000
------------------------------------- ------------
Investor warrants
On Admission, the Company issued 200,000,000 Investor Warrants.
The Investor Warrant entitles the holder to subscribe for one
Ordinary Share at GBP0.015 per Ordinary Share. The Investor
Warrants are exercisable either in whole or in part for a period of
5 years from the date of Admission. The Investor Warrants have an
accelerator clause which applies if the Company announces and signs
a sale and purchase agreement within 60 months of Admission. The
Company will serve notice on the Investor Warrant holders to
exercise their warrants in this event. When the Company serves
notice, any Investor Warrants remaining unexercised after 7
calendar days following the notification of the notice will be
cancelled.
As of 31 January 2023, none of these warrants have been
converted into shares.
Broker warrants
On Admission, the Company issued 5,000,000 Broker Warrants to
Peterhouse Capital Limited. The Broker Warrants are exercisable at
GBP0.015 per Ordinary Share and are exercisable either in whole or
in part for a period of 5 years from the date of Admission. The
Broker Warrants are non-transferable. The Broker Warrants have an
accelerator clause which applies if the Company announces and signs
a sale and purchase agreement within 60 months of Admission. The
Company will serve notice on the Broker Warrant holders to exercise
their warrants in this event. When the Company serves notice, any
Broker Warrants remaining unexercised after 7 calendar days
following the notification of the notice will be cancelled.
As the warrants were issued to the brokers assisting with the
raise upon re-listing, the fair value of these warrants, GBP25
thousands, was treated as a share issue cost and debited against
retained earnings through profit and loss.
As of 31 January 2023, none of these warrants have been
converted into shares.
The following table list the inputs to the model used for the
warrants plan for the year ended 31 January 2023:
4 October 2022
---------------
Weighted average fair values of shares at the measurement date GBP 0.0058
Dividend yield 0%
Expected volatility 70%
Risk-free interest rate 2.25%
Expected life of warrants (years) 5
Weighted average share price GBP0.011
Model used Black-Scholes
9. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial
instruments held by the Company:
Financial assets Receivables
Note 2023
GBP
------------
Cash and cash equivalents 6 960,130
------------
960,130
------------
Financial liabilities Financial liabilities measured at amortised cost
Note 2023
GBP
-------------------------------------------------
Trade and other payables 7 32,500
32,500
-------------------------------------------------
The Company's financial instruments comprise of other
receivables and payables that arise directly from the Company's
operations. The main purpose of these instruments is to ensure that
the Company has sufficient resources to fulfil its investment
strategy. The main risks arising from holding these financial
instruments are market risk and liquidity risk.
Market risk
All trading instruments are subject to market risk, the
potential that future changes in market conditions may make any
future investments less valuable, due to fluctuations in security
prices, as well as interest and foreign exchange rates. Market risk
is directly impacted by the volatility and liquidity in the markets
in which the related underlying assets are traded.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring
sufficient liquid assets are available to meet foreseeable needs
and to invest liquid funds safely and profitably. All cash balances
are immediately accessible, and the Company holds no trades payable
that mature in greater than 3 months, hence a contractual maturity
analysis of financial liabilities has not been presented. Since
these financial liabilities all mature within 3 months, the
Directors believe that their carrying value reasonably equates to
fair value.
Capital Disclosure
The Company defines capital as issued capital and retained
earnings as disclosed in statement of changes in equity. The
Company manages its capital to ensure that the Company will be able
to continue to pursue strategic investments and continue as a going
concern. The Company does not have any externally imposed financial
requirements.
12. Related party transactions
During the year, the Company issued 2,700,000 ordinary shares
and 5,000,000 broker warrants to Peterhouse Capital Limited, a
company connected to one of the Company's director.
13. Ultimate Controlling Party
The Company considers that there is no ultimate controlling
party.
14. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
15. Capital Commitments
There were no contracts for capital expenditure at the period
end.
16. Contingent Liabilities or assets
There were no contingent liabilities or assets at the period
end.
***
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END
FR NKFBDQBKDKQB
(END) Dow Jones Newswires
April 28, 2023 10:15 ET (14:15 GMT)
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