Globe Capital
Limited
("Globe Capital" or the
"Company")
Annual
report
For the year ended
31 December
2023
Chairman’s
statement
For the year ended
31 December
2023
Globe Capital Limited
(AQSE : GCAP) is pleased to announce its audited annual results for
the year ended 31 December
2023.
Chairman’s
statement
I am pleased to announce
the final audited results for Globe Capital Limited (the "Company")
and its subsidiaries (the "Group") for the year ended December 31,
2023.
Financial
performance
The
turnover for
the year was
£Nil (2022:
£Nil)
and the loss was £99,211 (2022: £94,111). The loss per share was
0.04 pence (2022: 0.04 pence). In the past year, the Directors
have kept operational costs at
a minimum, where
possible.
Review
of operations
The Company’s investment
strategy is to seek and evaluate appropriate investment
opportunities in businesses that offer capital
growth.
The Company’s full
annual report, includes a going concern note in relation to the
preparation of the financial statements, which confirms that whilst
the Company’s current liabilities exceeded its current assets as at
31 December 2023 by £186,133,
continued support is currently being provided by the Company’s
Directors and shareholders Burns Singh Tennent-Bhohi (Glenpani
Group & Eastport Ventures Inc.) and Simon Grant-Rennick. The Auditors have indicated
a material uncertainty which may cast significant doubt about the
Group’s ability to continue as a going concern but have not
qualified their
opinion.
The Company is still
well placed to take advantage of any opportunities as they arise
through 2024 onwards and will continue to look for further fund
raising opportunities and
investments.
Simon Grant
Rennick
Chairman
Date: 28 June
2024
The directors of Globe
Capital Limited accept responsibility for this
announcement.
For further
information
Globe Capital
Limited
Darren Edmonston
Tel: +44 (0) 1279
635511
CORPORATE ADVISER AND
CONTACT DETAILS:
Peterhouse Capital
Limited
Tel: +44 (0) 207 469
0930
Strategic
Report
For the year ended
31 December
2023
REVIEW OF
BUSINESS
The Company has been
unable to pursue any significant investment transactions this year.
As with the previous year, the primary focus has been on reducing
administrative costs and settling legacy debts from prior
management, while the Board considers the most suitable investment
strategy, anticipating a more favourable environment within the
capital markets community.
In addition to the
Directors who have extended finance to the Company, the Company's
other significant legacy lender, holding a £100,000 6% convertible
redeemable loan note, is now Brustir Pte Ltd. Brustir has been
highly supportive and understanding of the Company's objectives,
and discussions up to the year-end have been positive in seeking a
solution to retire this note.
The Company, with the
support of its Board and shareholders, remains committed to
evaluating suitable investment opportunities and will continue to
maintain a disciplined cost base while preparing for a more
favorable market.
POST YEAR-END
REVIEW
The Board of Directors has
been engaged in positive conversations and is excited to enter the
next financial period with promising discussions
ongoing.
Consistent with the
Company’s activity up to the year-end 2023, the Board has not
significantly progressed any investment transactions as of the date
of this report.
Key considerations for the
Company's future success include reassessing its current investment
policy, evaluating distressed operating assets, and retiring its
final creditor, Brustir Pte Ltd. Brustir, which acquired a legacy
convertible loan note last year, has been an extremely supportive
lender. Ongoing discussions with Brustir are focused on potential
solutions to redeem the outstanding balance and associated
interest.
OUTLOOK
The Board are committed to
deliver value to the shareholders of the Company and whilst
presented with current market challenges remain optimistic of
identifying investment opportunities that present attractive growth
profiles.
Burns Singh
Tennent-Bhohi
Director
Date: 28 June
2024
DIVIDENDS
No dividends have been
declared for the year ended 31 December
2023.
Consolidated statement of
profit or loss and other comprehensive
income
For
the year ended 31
December
2023
|
Note |
|
2023 |
|
2022 |
|
|
|
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
Revenue |
|
|
- |
|
- |
|
|
Administrative
expenses |
|
|
(88,057 |
) |
(87,018 |
) |
|
Finance
costs |
|
|
(11,154 |
) |
(7,093 |
) |
|
|
|
|
|
|
|
|
Loss
before income
tax |
5 |
|
(99,211 |
) |
(94,111 |
) |
|
Income
tax |
6 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Loss and other
comprehensive loss for the
year |
|
|
(99,211 |
) |
(94,111 |
) |
|
|
|
|
|
|
|
|
Loss per
share |
7 |
|
Pence |
|
Pence |
|
|
Basic and
diluted |
|
|
(0.04 |
) |
(0.04 |
) |
All operations are
considered to be continuing.
Globe Capital
Limited
Consolidated statement of
financial
position
As
at 31
December
2023
|
|
Note |
|
2023 |
|
2022 |
|
|
|
|
|
GBP |
|
GBP |
|
|
Non-current
assets |
|
|
|
|
|
|
|
Goodwill |
8 |
|
- |
|
- |
|
|
Financial assets at fair
value through profit or
loss |
9 |
|
2,966 |
|
4,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,966 |
|
4,482 |
|
|
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
|
Other receivables and
prepayments |
|
|
10,945 |
|
10,540 |
|
|
Cash and cash
equivalents |
|
|
1,801 |
|
2,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,746 |
|
12,602 |
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
Other
payables |
10 |
|
198,879 |
|
183,710 |
|
|
|
|
|
|
|
|
|
|
Net
current
liabilities |
|
|
(186,133 |
) |
(171,108 |
) |
|
|
|
|
|
|
|
|
|
Total assets less current
liabilities |
|
|
(183,167 |
) |
(166,626 |
) |
|
|
|
|
|
|
|
|
|
Non-current
liabilities |
|
|
|
|
|
|
|
Amounts due to related
companies |
11 |
|
136,671 |
|
78,000 |
|
|
Amounts due to
directors |
11 |
|
111,776 |
|
87,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
248,447 |
|
165,777 |
|
|
|
|
|
|
|
|
|
|
Net
liabilities |
|
|
(431,614 |
) |
(332,403 |
) |
|
|
|
|
|
|
|
|
|
Capital and
reserves |
|
|
|
|
|
|
|
Share
capital |
12(a) |
|
645,094 |
|
645,094 |
|
|
Share premium
account |
|
|
940,226 |
|
940,226 |
|
|
Reserves |
|
|
(2,016,934 |
) |
(1,917,723 |
) |
|
|
|
|
|
|
|
|
|
Total
equity |
|
|
(431,614 |
) |
(332,403 |
) |
Approved
and authorised for issue by the Board of Directors on 28 June
2024
Globe Capital
Limited
Company statement of
financial
position
As
at 31
December
2023
|
|
Note |
|
2023 |
|
2022 |
|
|
|
|
|
GBP |
|
GBP |
|
|
Non-current
assets |
|
|
|
|
|
|
|
Investment in
Subsidiary |
|
|
1,250 |
|
1,250 |
|
|
Goodwill |
8 |
|
- |
|
- |
|
|
Financial assets at fair
value through profit or
loss |
9 |
|
2,966 |
|
4,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,216 |
|
5,732 |
|
|
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
|
Other receivables and
prepayments |
|
|
10,844 |
|
10,440 |
|
|
Loans
receivables |
|
|
1,801 |
|
2,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,645 |
|
12,502 |
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
Other
payables |
10 |
|
198,879 |
|
183,711 |
|
|
|
|
|
|
|
|
|
|
Net
current
liabilities |
|
|
(186,234 |
) |
(171,209 |
) |
|
|
|
|
|
|
|
|
|
Total assets less current
liabilities |
|
|
(182,018 |
) |
(165,477 |
) |
|
|
|
|
|
|
|
|
|
Non-current
liabilities |
|
|
|
|
|
|
|
Amount due to related
companies |
11 |
|
136,671 |
|
78,000 |
|
|
Amounts due to
directors |
11 |
|
111,776 |
|
87,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
248,447 |
|
165,777 |
|
|
|
|
|
|
|
|
|
|
Net
liabilities |
|
|
(430,465 |
) |
(331,254 |
) |
|
|
|
|
|
|
|
|
|
Capital and
reserves |
|
|
|
|
|
|
|
Share
capital |
12(a) |
|
645,094 |
|
645,094 |
|
|
Share premium
account |
|
|
940,226 |
|
940,226 |
|
|
Reserves |
|
|
(2,015,785 |
) |
(1,916,574 |
) |
|
|
|
|
|
|
|
|
|
Total
equity |
|
|
(430,465 |
) |
(331,254 |
) |
The loss of the parent
company for the year ended 31st December 2023 was £99,211 (2022 -
£84,352)
Approved
and authorised for issue by the Board of Directors on 28 June
2024
Globe Capital
Limited
Statement of changes in
equity
For
the year ended 31
December
2023
Group
|
|
Share |
|
Share |
|
Accumulated |
|
|
|
|
|
capital |
|
premium |
|
losses |
|
Total |
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
As at
1.1.2022 |
645,094 |
|
940,226 |
|
(1,823,612 |
) |
(238,292 |
) |
|
Loss and total
comprehensive loss for the
year |
- |
|
- |
|
(94,111 |
) |
(94,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
As at
31.12.2022
and
1.1.2023 |
645,094 |
|
940,226 |
|
(1,917,723 |
) |
(332,403 |
) |
|
Loss and total
comprehensive loss for the
year |
- |
|
- |
|
(99,211 |
) |
(99,211 |
) |
|
|
|
|
|
|
|
|
|
|
|
As at
31.12.2023 |
645,094 |
|
940,226 |
|
(2,016,934 |
) |
(431,614 |
) |
Company
|
|
Share |
|
Share |
|
Accumulated |
|
|
|
|
|
capital |
|
premium |
|
losses |
|
Total |
|
|
|
GBP |
|
GBP |
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
As at
1.1.2022 |
645,094 |
|
940,226 |
|
(1,832,222 |
) |
(246,902 |
) |
|
Loss and total
comprehensive loss for the
year |
- |
|
- |
|
(84,352 |
) |
(84,352 |
) |
|
|
|
|
|
|
|
|
|
|
|
As at
31.12.2022
and
1.1.2023 |
645,094 |
|
940,226 |
|
(1,916,574 |
) |
(331,254 |
) |
|
Loss and total
comprehensive loss for the
year |
- |
|
- |
|
(99,211 |
) |
(99,211 |
) |
|
|
|
|
|
|
|
|
|
|
|
As at
31.12.2023 |
645,094 |
|
940,226 |
|
(2,015,785 |
) |
(430,465 |
) |
Globe Capital
Limited
Consolidated statement of
cash
flows
For
the year ended 31
December
2023
|
|
|
2023 |
|
2022 |
|
|
|
|
GBP |
|
GBP |
|
|
Cash
flows from operating
activities |
|
|
|
|
|
|
|
Loss
before income
tax |
|
|
(99,211 |
) |
(94,111 |
) |
|
Adjustments
for: |
|
|
|
|
|
|
|
Increase in
value of Financial
Assets |
|
|
1,516 |
|
3,756 |
|
|
Interest
expenses |
|
|
11,154 |
|
7,093 |
|
|
|
|
|
|
|
|
|
Operating
loss
before working capital
changes |
|
|
(86,541 |
) |
(83,262 |
) |
|
Changes in working
capital: |
|
|
|
|
|
|
|
Other receivables and
prepayments |
|
|
(405 |
) |
(1,696 |
) |
|
Increase/(Decrease) in
creditors |
|
|
4,015 |
|
(18,915 |
) |
|
|
|
|
|
|
|
|
Net cash used in operating
activities |
|
|
(82,931 |
) |
(103,873 |
) |
|
|
|
|
|
|
|
|
Cash flows from investing
activities |
|
|
|
|
|
|
|
Increase in loans from
related
parties |
|
|
58,671 |
|
45,500 |
|
|
Increase in directors
loan |
|
|
23,999 |
|
33,542 |
|
|
|
|
|
|
|
|
|
Net cash from investing
activities |
|
|
82,670 |
|
79,042 |
|
|
|
|
|
|
|
|
|
Net
decrease in cash and
cashEquivalents |
|
|
(261 |
) |
(24,831 |
) |
|
Cash and cash equivalents
at beginning of
the
year |
|
|
2,062 |
|
26,893 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of the year
|
|
|
1,801 |
|
2,062 |
|
|
|
|
|
|
|
|
|
Analysis of cash and cash
equivalents |
|
|
|
|
|
|
|
Cash and bank
balances |
|
|
1,801 |
|
2,062 |
|
1.
General
information
Globe Capital Limited
(the
“Company”,
together with its subsidiaries,
the “Group”)
is
an exempted company
limited by shares and
incorporated in the
Cayman Islands on 18 September 2009.
The address
of the
Company’s registered office is
Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman
Islands.
The Group is principally
engaged in the promotion of companies from the UK and EU within the
gulf region.
2.
Basis of
preparation
(a)
Statement of
compliance
These financial statements
have been prepared in accordance with UK-adopted international
accounting standards and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. The financial
statements have been prepared under the historical cost convention
as modified by the revaluation of certain assets. The Historical
Financial Information is presented in pounds sterling, which is the
functional currency of the
company.
(b)
The following standards and interpretations apply for the first
time to financial reporting periods commencing on or after
1 January
2022:
|
|
Effective date - Annual
periods beginning on or after: |
Expected
Impact |
|
Amendment to IFRS 3 –
References to the Conceptual Framework
updated |
1 January
2022 |
No |
|
Amendments to IAS 16 –
Proceeds before intended
use |
1 January
2022 |
No |
|
Amendments to IAS 37 –
Onerous Contracts |
1 January
2022 |
No |
|
Annual improvements to
IFRS Standards 2018-2020 cycle – IFRS 1, IFRS9, IFRS 16 and
IAS41 |
1 January
2022 |
No |
2.
Basis of
preparation (Cont’d)
The following standards
and interpretations apply for the first time to financial reporting
periods commencing on or after 1 January
2023:
|
|
Effective date - Annual
periods beginning on or after: |
Expected
Impact |
|
Amendments to IFRS 4 –
Expiry date of the deferral
approach |
1 January
2023 |
No |
|
Initial application of
IFRS 17 - Insurance
contracts |
1 January
2023 |
No |
|
Amendments to IFRS 17 –
Comparative information for initial
application |
1 January
2023 |
No |
|
Amendments to IAS 8 –
Definition of accounting
estimates |
1 January
2023 |
No |
|
Amendments to IAS 1 –
Disclosure of accounting
policies |
1 January
2023 |
Yes |
|
Amendments to IAS 12 –
Deferred tax assets and liabilities arising from a single
transaction |
1 January
2023 |
No |
|
Amendments to IAS 1 –
Classification of liabilities as current or non-current with
covenants |
1 January
2024 |
No |
|
Amendments to IFRS 16 –
Lease liability in a sale and
leaseback |
1 January
2024 |
No |
(c)
Adoption of going
concern
When preparing the
consolidated financial statements, the Group’s ability to continue
as a going concern has been assessed. These consolidated financial
statements have been prepared by the directors of the Company (the
“Directors”) on a going concern basis notwithstanding that the
Group incurred a net loss of GBP99,211 for the year ended 31
December 2023 and as at that date, the Company’s current
liabilities exceeded its current assets by GBP186,133 and its total
liabilities exceeded its total assets by GBP431,614 respectively as
Glenpani Group and Simon Grant Rennick, a shareholder and the
company’s director, has indicated to provide continuing financial
support to the Group.
3.
Critical
accounting estimates and
judgements
Estimates and judgements
are evaluated and are based on these consolidated
financial statements and
previous experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances.
The
Group
makes estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual
results. However, there are no estimates or assumptions used on
these consolidated
financial statements that
the Directors
expect will have a significant risk of causing material adjustment
to the carrying amounts of assets and liabilities within the next
financial
year.
4.
Significant accounting
policies
(a)
Basis of
measurement
The
consolidated
financial statements have
been prepared on the historical cost basis
as modified by the
revaluation of financial assets at fair value through profit or
loss.
(b)
Basis of consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
entities controlled by the Company. Control is achieved when the
Company:
has power over the
investee;
is exposed, or has rights, to variable returns from its involvement
with the investee;
and
has the ability to use its power to affect its
returns.
The Group reassesses
whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three
elements of control listed
above.
Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Specifically, income and expenses of a subsidiary
acquired or disposed of during the year are included in the
consolidated statement of profit or loss and other comprehensive
income from the date the Group gains control until the date when
the Group ceases to control the subsidiary.
Where necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with those used by other
members of the Group.
All intra-group
transactions, balances, income and expenses are eliminated in full
on consolidation.
(c)
Business combination and
goodwill
Business combination is
accounted for using the acquisition method. The consideration
transferred is measured at the acquisition date fair value which is
the sum of the acquisition date fair values of assets transferred
by the Group, liabilities assumed by the Group from the former
owners of the acquiree and the equity interests issued by the Group
in exchange for control of the acquiree. For each business
combination, the acquirer measures the non-controlling interest in
the acquiree either at fair value or at the proportionate share of
the acquiree’s identifiable net assets. Acquisition costs are
expensed as incurred.
When the Group acquires a
business, it assesses the financial assets and liabilities assumed
for appropriate classification and designation in accordance with
the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation
of embedded derivatives in host contracts by the
acquiree.
If the business
combination is achieved in stages, the acquisition date fair value
of the acquirer’s previously held equity interest in the acquiree
is re-measured to fair value as at the acquisition date through
profit or
loss.
4.
Significant accounting
policies
(cont’d)
(c)
Business combination and goodwill (cont’d)
Any contingent
consideration to be transferred by the acquirer is recognised at
fair value at the acquisition date. Subsequent changes to the fair
value of the contingent consideration which is deemed to be an
asset or a liability is recognised either in profit or loss or as a
change to other comprehensive income. If the contingent
consideration is classified as equity, it shall not be re-measured
until it is finally settled within
equity.
Goodwill is initially
measured at cost being the excess of the aggregate of the
consideration transferred, the amount recognised for
non-controlling interests and any fair value of the Group’s
previously held equity interests in the acquire over the
identifiable assets acquired and liabilities assumed. If the sum of
this consideration and other items are lower than the fair value of
the net assets of the subsidiary acquired, the difference is, after
reassessment, recognised in profit or loss as a gain on bargain
purchase.
After initial recognition,
goodwill is measured at cost less any accumulated impairment
losses. Goodwill is tested for impairment annually or more
frequently if events or changes in circumstances indicate that the
carrying value may be impaired. The Group performs its annual
impairment test of goodwill as at 31 December. For the purpose of
impairment testing, goodwill acquired in a business combination is,
from the acquisition date, allocated to each of the Group’s cash
generating units, or group of cash-generating units, that are
expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group
are assigned to those units or groups of
units.
Impairment is determined
by assessing the recoverable amount of the cash-generating unit to
which the goodwill relates. Where the recoverable amount of the
cash-generating unit (group of cash generating units) is less than
the carrying amount, an impairment loss is recognised. An
impairment loss recognised for goodwill is not reversed in a
subsequent period.
Where goodwill forms part
of a cash-generating unit and part of the operation within that
unit is disposed of, the goodwill associated with the operation
disposed of is included in the carrying amount of the operation
when determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured based on the
relative values of the operation disposed of and the portion of the
cash-generating unit
retained.
(d)
Segment
reporting
A business segment is a
group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different
from those of other business segments.
A geographical segment is
engaged in providing products or services within a particular
economic environment that are subject to risks and returns
different from those of segments operating in other economic
environments.
The
Directors
consider
the
group
is
an investing group
and no segmental analysis is
necessary.
4.
Significant accounting
policies
(cont’d)
(e)
Taxation
Income tax expense
comprises current and deferred tax. Income tax expense is
recognised in profit or loss except to the extent that it relates
to items recognised directly in equity, in which case it is
recognised in
equity.
Current income tax is the
expected tax payable on the taxable income for the year, using tax
rates enacted or substantively enacted at the
end of the
reporting
period,
and any adjustment to tax payable in respect of
previous
years.
Deferred income tax is
recognised using the liability
method, providing for
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for taxation purposes. Deferred tax is not
recognised for the following temporary differences: the initial
recognition of goodwill, the initial recognition of assets or
liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit, and differences
relating to investments in subsidiaries and jointly
ventures
to the extent that they
probably will not reverse in the foreseeable future. Deferred tax
is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted
at the end
of the
reporting period.
(f)
Foreign currency
transactions
Transactions in currencies
other than
the
functional currency
are translated at the foreign
exchange rate ruling at the dates
of the
transactions.
Monetary assets and liabilities denominated in foreign currencies
at the end of the
reporting
period
are translated at the
foreign exchange rate ruling at that date.
Foreign exchange
differences arising on translation are recognised in profit or
loss.
4.
Significant accounting
policies
(cont’d)
(g)
Financial
assets
The Group classifies its financial assets into one of the
following measurement categories at initial recognition as
subsequently measured at: fair value through profit or loss and
amortised cost. The classification depends on the
Group’s business model for managing its financial
instruments and the contractual cash flow characteristics of the
instruments, or the election of fair value option. All financial
assets are recognised initially at fair value. Except for financial
assets carried at fair value through profit or loss, all
transaction costs of financial assets are included in their initial
carrying
amounts.
Financial assets at fair
value through profit or
loss
A financial asset which
has been acquired or incurred principally for the purpose of
selling in the short term or is part of a portfolio of identified
financial instruments that are managed together and for which there
is evidence of a recent actual pattern of short-term profit-taking
is classified as held for trading. Derivatives are also classified
as held for trading unless they are designated as effective hedging
instruments.
These assets are
recognised initially at fair value, with transaction costs taken
directly to profit or loss, and are subsequently re-measured at
fair value.
Gains and losses from
changes in the fair value of such assets (excluding the interest
component) are reported in net trading gain/loss or net gain/loss
on financial instruments designated at fair value through profit or
loss. The interest component is reported as part of the interest
income. Dividend income of this category are also recognised in net
trading gain/loss or net gain/loss on financial instruments
designated at fair value through profit or loss when the
Group’s
right to receive payment is
established.
Financial assets at
amortised cost
Financial assets are
classified as subsequently measured at amortised cost if both of
the following conditions are met: (i) the financial assets are held
within a business model with the objective to hold financial assets
in order to collect contractual cash flows (“hold-to-collect”
business model), and (ii) the contractual terms of the financial
asset give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding on specified
dates. They are initially recognised at fair value plus any
directly attributable transaction costs and are subsequently
measured at amortised cost using the effective interest method less
allowances for impairment losses. Interest income which includes
the amortisation of premium or discount is calculated using the
effective interest method and is recognised in the profit or loss,
gains or losses are recognised in profit or loss when the asset is
derecognised, modified or
impaired.
4.
Significant accounting
policies
(cont’d)
(h)
Receivables and allowance
for expected credit
losses
Receivables are recognised when the
Group has an unconditional right to receive
consideration. A right to receive consideration is unconditional if
only the passage of time is required before the payment of
consideration is due. Receivables are measured at amortised cost
using the effective interest rate method less allowance
for expected credit losses
(“ECLs”).
ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present value of all
expected cash shortfalls (i.e. the difference between the cash
flows due to the Group in accordance with the contract and the cash flows
that the Group expects to
receive).
In measuring ECLs, the Group takes into account reasonable and supportable
information that is available without undue cost or effort. This
includes information about past events, current conditions and
forecasts of future economic
conditions.
ECLs are measured on
either of the following
bases:
-
12-month ECLs: these are
losses that are expected to result from possible default events
within the 12 months after the reporting date;
and
-
Lifetime ECLs: these are
losses that are expected to result from all possible default events
over the expected lives of the items to which the ECL model
applies.
Loss allowances for trade
receivables are always measured at an amount equal to lifetime
ECLs. For other receivables, the Group recognises a loss
allowance equals to 12-month ECLs unless there has been a
significant increase in credit risk of the other receivables since
initial recognition, in which case the loss allowance is measured
at an amount equals to lifetime
ECLs.
In assessing whether the
credit risk of a receivable has increased significantly since
initial recognition, the Group
compares the risk of
default occurring on the receivable assessed at the reporting date
with that assessed at the date of initial recognition. In
making this reassessment, the Group
considers that a default
event occurs when (i) the borrower is unlikely to pay its credit
obligations to the Group
in full, without recourse
by the Group
to actions such as
realising security (if any is held); or (ii) the financial asset is
90 days past due. The Group
considers both
quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward-looking
information that is available without undue cost or
effort.
4.
Significant accounting
policies
(cont’d)
(h)
Receivables and allowance
for expected credit losses
(cont’d)
Depending on the nature of
the receivables, the assessment of a significant increase in credit
risk is performed on either an individual basis or a collective
basis. When the assessment is performed on a collective basis, the
receivables are grouped based on shared credit risk
characteristics, such as past due status and credit risk
ratings.
ECLs are remeasured at
each reporting date to reflect changes in the receivables’ credit
risk since initial recognition. Any change in the ECLs amount is
recognised in
profit or loss.
The Group
recognises an impairment
gain or loss for all receivables with a corresponding adjustment to
their carrying amount through a loss allowance
account.
At each reporting date,
the Group
assesses whether a
financial asset is credit-impaired. A financial asset is
considered credit-impaired if there is observable evidence that the
debtors have significant
difficulties.
The gross carrying amount
of receivable is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is
generally the case when the Group
determines that the debtor
does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the
write-off. Subsequent recoveries of an asset that was previously
written off are recognised as a reversal of impairment in profit or
loss in the period in which the recovery
occurs.
(i)
Impairment of non-financial
assets
At the end of each
reporting period, the Group
determines whether there
is any indication of impairment of assets. If there is any
indication of impairment, the recoverable amount of the relevant
asset or group of assets is estimated and compared with the
carrying
amount.
The recoverable amount is
the higher of an asset’s fair value less costs to sell and value in
use. For the purpose of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash
flows (cash-generating units). If the recoverable amount
of an asset or a group of assets is less than its carrying amount,
the carrying amount of the asset or group of assets is reduced to
the recoverable amount. Impairment losses are recognised as
an expense in profit or
loss.
4.
Significant accounting
policies
(cont’d)
(j)
Payables
Payables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method, unless the effect of
discounting would be immaterial in which case they are stated at
cost.
(k)
Provisions
Provision is recognised in
the consolidated statement of financial position when the Group has
a present legal or
constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to
settle the obligation, and the obligation can be reliably measured.
If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where
appropriate, the risks specific to the
liability.
(l)
Cash
equivalents
Cash equivalents includes
cash in hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months
or less, and bank
overdrafts.
(m)
Employee
benefits
Salaries, annual bonuses,
paid annual leave, contributions to defined contribution retirement
plans and the cost of non-monetary benefits are accrued in the
period in which the associated services are rendered by employees.
Where payment or settlement is deferred and the effect would be
material, these amounts are stated at their present
values.
(n)
Related
parties
A person or a close member
of that person’s family is related to the
Group
if that
person:
-
has control or joint
control over the Group;
-
has significant influence
over the Group;
or
-
is a member of the key
management personnel of the Group
or the
Group
's
parent.
4.
Significant accounting
policies
(cont’d)
(n)
Related
parties (cont’d)
An entity is related to
the Group
if any of the following
conditions applies:
-
The entity and
the Group
are members of the same
group (which means that each parent, subsidiary and fellow
subsidiary is related to the
others).
-
One entity is an associate
or a joint venture of the other entity (or an associate or a joint
venture of a member of a group of which the other entity is a
member).
-
Both entities are joint
ventures of the same third
party.
-
One entity is a joint
venture of a third entity and the other entity is an associate of
the third
entity.
-
The entity is a
post-employment benefit plan for the benefit of employees of
either the Group or an entity
related to the
Group.
-
The entity is controlled
or jointly controlled by a person identified in
the preceding
paragraph.
-
A person identified in
(i) of the preceding
paragraph has significant influence
over the entity or is a member of the key management personnel of
the entity (or of a parent of the
entity).
-
The entity, or any member
of a group of which it is a part, provides key
management
personnel services to the
Group or to the Group 's
parent.
Close members of the
family of a person are those family members who may be expected to
influence, or be influenced by, that person in their dealings with
the entity.
(o)
Events after the reporting
period
Events after the reporting
period that provide additional information about the Group’s
position at the end of the reporting period or those that indicate
the going concern assumption is not appropriate are adjusting
events and are reflected in the financial statements. Events
after the reporting period that are not adjusting events are
disclosed in the notes to the financial statements when
material.
|
5. |
Loss before income
tax |
2023 |
|
|
2022 |
|
|
|
GBP |
|
|
GBP |
|
|
Loss before income tax is
stated after
charging: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors’
remuneration |
24,000 |
|
|
24,000 |
|
|
Auditors
remuneration |
8,500 |
|
|
8,500 |
|
|
Exchange loss,
net |
478 |
|
|
2,751 |
|
|
Interest
expenses |
11,154 |
|
|
7,093 |
|
6.
Income
tax
(a)
No provision for income tax
has been made in
these consolidated
financial statements as
the Group
has
no estimated taxable
profit in the jurisdiction in which it
operates.
Income
tax is reconciled to loss
before income tax as
follows:
|
|
2023 |
|
2022 |
|
|
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
Loss before income
tax |
(99,211 |
) |
(94,111 |
) |
|
|
|
|
|
|
|
Loss before income
tax at applicable tax
rates |
(18,850 |
) |
(17,881 |
) |
|
Tax effect of expenses not
deductible |
18,850 |
|
17,881 |
|
|
|
|
|
|
|
|
Income
tax |
- |
|
- |
|
(b)
The Group had no
significant temporary differences at the end of the reporting
period.
7.
Loss per
share
Basic loss per share is
calculated by dividing loss for the year attributable to
shareholders by the weighted average number of Ordinary Shares
outstanding during the year.
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
Loss attributable to
shareholders (in
GBP) |
(99,211 |
) |
|
(94,111 |
) |
|
Weighted average number of
Ordinary Shares in
issue |
255,919,752 |
|
|
255,919,752 |
|
|
Basic loss per share (in
pence) |
(0.04 |
) |
|
(0.04 |
) |
|
Diluted loss per
share |
N/A |
|
|
N/A |
|
The Group had no potential
dilutive instruments during the current and preceding
years.
8.
Goodwill
The Group tests goodwill
annually for impairment or more frequently if there are indications
that goodwill might be impaired.
As at 31 December 2022 and
2023, the goodwill of GBP1,150 in relating to the acquisition of
Globe Capital Administration Limited was fully
impaired.
|
9. |
Financial assets at fair
value through profit or
loss |
2023 |
|
2022 |
|
|
|
|
|
Company |
Group |
|
Company |
Group |
|
|
|
|
GBP |
GBP |
|
GBP |
GBP |
|
|
At fair
value: |
|
|
|
|
|
|
|
|
Listed equity
investments |
|
2,966 |
2,966 |
|
4,482 |
4,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the listed equity investments is based on quoted
market price as at 31 December
2023.
10.
Other payables
Other Payables less than one
year
|
|
2023 |
2022 |
|
|
|
|
Company |
Group |
|
Company |
Group |
|
|
|
GBP |
GBP |
|
GBP |
GBP |
|
|
Trade
Creditors |
42,647 |
42,647 |
|
20,618 |
20,617 |
|
|
Other
payables |
136,000 |
136,000 |
|
151,093 |
151,093 |
|
|
Accruals |
20,232 |
20,232 |
|
12,000 |
12,000 |
|
|
|
|
|
|
|
|
|
|
|
198,879 |
198,879 |
|
183,711 |
183,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in other payable
of £100,000 is bearing an interest rate of 6% per annum, unsecured
and repayable within one
year.
11.
Amounts due to related companies and
directors
Amount due to Glenpani
Group is unsecured, interest-free and not repayable within one
year.
Amount due to Eastport
Ventures Inc is bearing interest rate at 10% per annum, unsecured
and not repayable within one
year.
Amounts
due to
directors are
unsecured,
interest-free
and not repayable within one
year.
|
|
2023 |
|
2022 |
|
|
|
GBP |
|
GBP |
|
|
Glenpani
Group |
57,977 |
|
50,000 |
|
|
Eastport Ventures
Inc |
78,694 |
|
28,000 |
|
|
Directors loan
accounts |
111,776 |
|
87,777 |
|
|
|
248,447 |
|
165,777 |
|
The maximum balance
payable to the directors during the year
was:
|
|
2023 |
|
2022 |
|
|
|
GBP |
|
GBP |
|
|
Mr Simon Grant
Rennick |
42,042 |
|
42,042 |
|
|
Mr Darren George
Edmonston |
69,734 |
|
45,735 |
|
|
|
111,776 |
|
87,777 |
|
12.
Share
capital and capital
management
|
(a)
Share
capital |
2023 |
|
2022 |
|
|
|
GBP |
|
GBP |
|
|
Authorised: |
|
|
|
|
|
93,804,979,600 Ordinary
Shares of 0.01 pence each |
9,380,498 |
|
9,380,498 |
|
|
4,146,600 Class A
Non-Voting Shares of 9 pence
each |
373,194 |
|
373,194 |
|
|
24,879,600 Class B
Non-Voting Shares of |
|
|
|
|
|
0.99 pence
each |
246,308 |
|
246,308 |
|
|
|
|
|
|
|
|
|
10,000,000 |
|
10,000,000 |
|
|
|
|
|
|
|
|
|
Issued and fully
paid: |
|
|
|
|
|
255,919,752 Ordinary
Shares of 0.01 pence each |
25,592 |
|
25,592 |
|
|
4,146,600 Class A
Non-Voting Shares of 9 pence
each |
373,194 |
|
373,194 |
|
|
24,879,600 Class B
Non-Voting Shares of |
|
|
|
|
|
0.99 pence
each |
246,308 |
|
246,308 |
|
|
|
|
|
|
|
|
|
645,094 |
|
645,094 |
|
(b)
Capital management
The Group’s policy is to
maintain a strong capital base so as to maintain investors,
creditors and market confidence and to sustain future development
of the business. The Directors manage the Group’s affairs to
achieve shareholder returns through capital growth and
income.
The Group is not subject
to any externally imposed capital
requirements.
13.
Related party
transactions
Apart from the
transactions disclosed elsewhere in the notes to the consolidated
financial statements, the Group had the following material
transactions with its related parties during the
year:
Included in Non-Current
Liabilities and other payables is an amount of £57,977 (2022-
£50,000) payable to Glenpani Group a Company which Mr Burns
Singh Tennent-Bhohi is Chairman and 100%
Shareholder.
Included in Non-Current
Liabilities and other payables is an amount of £78,694 payable to
Eastport. Ventures Inc., a Company which Mr Burns Singh
Tennent-Bhohi is Chairman, a material shareholder (more than 25%
less than 50%) and founding partner of. Mr Simon Grant-Rennick is
also a Non-Executive Director of Eastport Ventures
Inc.
Amounts due to directors
within Non-current liabilities include £42,042 (2022 - £42,042)
payable to Mr Simon Grant Rennick and Mr Darren George Edmonston
£69,734 (2022 - £45,735), both directors of the
company.
During the year
accountancy fees of £8,515 (2022 - £4,900) was payable to EDS
Solutions Limited Trading As Bushwood Accountants a company which
Mr Darren George Edmonston is a director and a shareholder.
Included within current liabilities, other payables was an amount
owing at the year end of £3,590 (2022 -
£3,500).
14.
Financial risk management
The Group’s activities
expose it to a variety of financial risks: credit risk, liquidity
risk, currency risk and market price risk. Risk management is
carried out by the Directors.
-
Credit
risk
Credit risk is the risk
that a party to a financial instrument will cause a financial loss
for the Group by failing to discharge an obligation. The Group
manages credit risk by setting up credit control policy and
periodic evaluation of credit performance of the other parties,
measured by the extent of past due or
default.
Management makes periodic
assessment on the recoverability of receivables based on historical
payment records, the length of overdue period, the financial
strength of the debtors and whether there are any disputes with the
debtors.
The credit quality of
other and loan receivables was assessed with reference to
historical information about the counterparties default rates and
financial position of the counterparties. The Directors have
conducted a ECLs review and opined that except for those
unrecoverable items that have been written off, the credit risk of
the remaining items was low due to the sound collection history of
due from them. Therefore, ECL rate of these items was assessed to
be close to zero and no provision was made as at 31 December 2023
and 2022.
The Group’s deposits with
banks are placed with certain banks in overseas, which the
management believes are of high credit quality. Accordingly, the
overall credit risk is considered
limited.
-
Liquidity
risk
Liquidity risk is the risk
that the Group will encounter differently in meeting obligations
associated with financial liabilities. The Group manages liquidity
risk by obtaining continuing financial support from a shareholder
to meet its liabilities when they fall
due.
The maturity profile of
the non-derivative financial liabilities of the
Group
as at 31
December
2023, based on contractual
undiscounted obligations, is as
follows:
|
|
|
|
2023 |
|
2022 |
|
|
|
|
GBP |
|
GBP |
|
|
|
|
|
|
|
|
|
Other
payables |
|
198,879 |
|
183,710 |
|
|
Amount due to related
companies |
|
152,410 |
|
78,000 |
|
|
Amounts due to
directors |
|
111,776 |
|
87,777 |
|
|
|
|
|
|
|
|
|
|
|
463,065 |
|
349,487 |
|
|
|
|
|
|
|
|
|
Due for
payment: |
|
|
|
|
|
|
Within one year or on
demand |
|
198,879 |
|
183,710 |
|
|
In the second to fifth
years |
|
264,186 |
|
165,777 |
|
|
|
|
|
|
|
|
|
|
|
463,065 |
|
349,487 |
|
14.
Financial risk management
(cont’d)
-
Currency
risk
Currency risk is the risk
that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in foreign exchange rates.
The Group
manages currency risk,
when it is considered significant, by entering into appropriate
currency forward
contracts.
-
Market price
risk
Market price risk is the
risk that the fair value or future cash flows of a financial
instrument traded in the market will fluctuate because of changes
in market prices. The
Group
manages market price risk,
when it is considered significant, by entering into appropriate
derivative
contracts.
The
Group
is exposed to market price
risk for its financial assets at fair value through profit or
loss. As the Company’s policy is only to invest on such
investments with its surplus funds, the exposure does not have
significant impact on the Company’s financial
position.
Should the market value of
the Group’s
financial assets at fair value through profit or loss fluctuate by
10% as at 31 December 2023, the financial assets at fair value
through profit or loss would increase/decrease by GBP264 (2022 :
£3,756),
and the Company’s loss
for the year then ended
would decrease/increase
by the same
amount.
(b)
Fair value
(i)
Financial instruments carried at fair
value
The level into which a
fair value measurement is classified is determined with reference
to the observability and significance of the inputs used in the
valuation techniques as
follows:
Level 1: Fair value
measured using unadjusted quoted prices in active markets for
identical assets or liabilities at the measurement
date.
Level 2: Fair value
measured using observable inputs and not
using
significant unobservable
inputs. Unobservable inputs are inputs for which market data are
not available.
Level 3: Fair value
measured using significant unobservable
inputs.
As at 31 December 2023,
the Group’s financial assets at fair value through profit or loss
of GBP2,966 (2022: GBP4,482) are carried at fair value based on
Level 1 of the fair value
hierarchy.
During the year ended 31
December 2023, there was no significant transfer between financial
instruments in Level 1 and Level 2, or transfer into or out of
Level 3 of the fair value
hierarchy.
(ii)
The carrying amounts of the Group’s other financial assets and
financial liabilities approximate their fair
values.
15.
Subsidiaries
Details of
subsidiary
as
at 31 December 2022 and
2023
are as
follows:
|
|
|
Equity
percentage |
|
|
|
|
|
Place
of |
held the
Company |
|
Principal |
|
|
Name of
company |
establishment |
Directly |
Indirectly |
|
activity |
|
|
|
|
|
|
|
|
|
|
Globe
CapitalAdministration
Limited |
Great
Britain |
100% |
- |
|
Inactive |
|
|
|
|
|
|
|
|
|
The registered address for
Globe Capital Administration Limited, is The Barn, Tednambury Farm,
Tednambury, Bishops Stortford CM23
4BD.
The registered office of
the previous subsidiary, Vogel Marketing Consultants FZE, was Unit
I1-106C, Ajman Free Zone Authority, Near Ajman Port, AJMAN
(U.A.E.), P.O.Box - 932
16.
Ultimate Controlling
Party
There is no controlling
party.