TIDMALTE
RNS Number : 2619X
Alteration Earth PLC
24 April 2023
24 April 2023
Alteration Earth PLC
Interim Condensed Financial Statements
Half Year to 31 March 2023
Alteration Earth PLC (the "Company") announces its unaudited
interim results for the half year ended 31 March 2023.
Copies of this interim report will be made available on the
Company's website www.altearthplc.com
Enquiries
For further information, please visit www.altearthplc.com or
contact:
Alteration Earth PLC
Matthew Beardmore
Director
T: +44 (0)20 4501 8549
Email: info@altearthplc.com
Interim Management Report
The Company was formed to undertake an acquisition of a target
company or business or asset(s) in the clean technology and/or
clean, green and renewable energy sector. The Company's shares
began trading on the standard list segment of the London Stock
Exchange's ("LSE") main market for listed securities on 1 July
2022. Even though the Company has only been funded and its shares
publicly traded for a relatively short period of time, we have been
active in executing the Company's objectives as outlined in the
Company's prospectus dated 17 June 2022.
The directors have reviewed numerous potential acquisition
opportunities during the period and provided detailed feedback to
the respective management teams for each opportunity presented to
us. Several of the opportunities, whilst compelling, were too early
in their commercial journey to meet with the requirements of the
Company's objectives.
The directors are currently monitoring several potential
acquisition opportunities and, subject to one or more of these
opportunities being suitable for acquisition by the Company, the
directors currently consider that they could meet the Company's
objectives. Whilst there can be no guarantee that any of the
potential targets being monitored will progress to the Company
making an offer to acquire such target(s), the directors are
encouraged by the opportunities currently under consideration.
Principal risks and uncertainties
The principal risks and uncertainties facing our business are
monitored on an ongoing basis. The directors have reviewed the
principal risks and uncertainties disclosed in the 2022 Annual
Report and concluded that they remain applicable for the first half
of the current financial year. A detailed description of these
risks and uncertainties is set out on pages 3 to 4 of the 2022
annual report.
Martin Samworth, Director
24 April 2023
Statement of Directors' Responsibilities
The directors are responsible for preparing the interim
management report in accordance with applicable law and
regulations. The directors confirm that the interim condensed
financial information has been prepared in accordance with
International Accounting Standard 34 (Interim Financial Reporting)
as endorsed for use in the United Kingdom.
The interim management report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules paragraphs 4.2.7 R and 4.2.8 R, namely:
-- the interim condensed financial statements, which have been
prepared in accordance with applicable accounting standards, give a
true and fair view of the assets, liabilities, financial position,
and profit or loss of the issuer as required by DTR 4.2.4 R;
-- an indication of important events that have occurred during
the six months ended 31 March 2023 and their impact on the
condensed set of financial information; and
-- material related-party transactions during the six months
ended 31 March 2023 and any material changes in the related-party
transactions described in the 2022 Annual Report.
The interim management report was approved by the Board of
Directors and the above responsibility statement was signed on its
behalf by:
Matthew Beardmore, Director
24 April 2023
Condensed Income Statement and Statement of Other Comprehensive
Income
for the Period 1 October 2022 to 31 March 2023
1 October 2022 18 August 2021
to to
31 March 2023 31 March 2022
Notes GBP GBP
Revenue - -
Administration expenses (129,646) (21,553)
OPERATING LOSS (129,646) (21,553)
LOSS BEFORE INCOME TAX (129,646) (21,553)
Income tax 5 - -
LOSS AFTER INCOME TAX (129,646) (21,553)
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS ________ _______
FOR THE PERIOD (129,646) (21,553)
Loss per share expressed
in pence per share: 6
Basic (0.72) (2,155,300)
Diluted (0.72) (2,155,300)
Notes:
(i) The Income Statement has been prepared on the basis that all
operations are continuing operations.
(i) The accounting policies and notes form an integral part of
these condensed financial statements.
Condensed Statement of Financial Position at 31 March 2023
(Unaudited)
As at As at
31 March 30 September
2023 2022
Notes GBP GBP
ASSETS
CURRENT ASSETS
Other receivables 7 13,125 15,411
Cash and cash equivalents 8 932,940 1,069,939
946,065 1,085,350
TOTAL ASSETS 946,065 1,085,350
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO
OWNERS
Share capital 9 54,000 54,000
Share premium 10 941,522 941,522
Other reserves 10 202,500 187,500
Accumulated losses 10 (272,774) (143,128)
TOTAL EQUITY 925,248 1,039,894
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 20,817 45,456
TOTAL LIABILITIES 20,817 45,456
TOTAL EQUITY AND LIABILITIES 946,065 1,085,350
Statement of Changes in Equity for the Period 1 October 2022 to
31 March 2023
(Unaudited)
Called up
share Retained Share Other Total
capital earnings premium reserves equity
GBP GBP GBP GBP GBP
Balance at 1 October 2022 54,000 (143,128) 941,522 187,500
1,039,894
Deficit for the period - (129,646) - - (129,646)
Share based payment reserve - - - 15,000 15,000
Balance at 31 March 2023 54,000 (272,774) 941,522 202,500
925,248
Deficit for the period - (143,128) - - (143,128)
Share based payment reserve - - - 187,500 187,500
- (143,128) - 187,500 44,372
Issue of share capital 54,000 - 1,206,000 - 1,260,000
Cost of share issue - - (264,478) - (264,478)
Balance at 30 September 2022 54,000 (143,128) 941,522 187,500
1,039,894
Consolidated Statement of Cash Flows for the Period 1 October
2022 to 31 March 2023
(Unaudited)
1 October 2022 18 August 2021
to to
31 March 2023 31 March 2022
Notes GBP GBP
Change in working capital 1 (136,999) -
Cash flows from financing
activities
Share issue - 54,000
Share premium - 1,206,000
Cash costs of share
issue - (111,478)
Net cash from financing
activities - 1,148,522
Increase/(decrease)
in cash and cash equivalents (136,999) 1,148,522
Cash and cash equivalents 2 1,069,939 -
at beginning of period ________ ________
Cash and cash equivalents
at end of period 932,940 1,148,522
Note: the Company's change in working capital, and decrease in
cash, between 1 April and 30 September 2022 amounted to
GBP78,583.
Notes to the Statement of Cash Flows for the Period 1 October
2022 to 31 March 2023
(Unaudited)
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CHANGES IN WORKING
CAPITAL
1 October 2022 18 August 2021
to to
31 March 2023 31 March 2022
GBP GBP
Loss before income tax (129,646) (21,553)
(Increase)/decrease in trade 2,286 -
and other receivables
Increase/(decrease) in trade
and other payables (24,639) 21,553
Non-cash costs share based payments 15,000 -
Working capital movement (136,999) -
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect
of cash and cash equivalents are in respect of these Statement of
Financial Position amounts:
Period ended 31 March 2023
31 March 30 September
2023 2022
GBP GBP
Cash and cash equivalents 932,940 1,069,939
Notes to the Condensed Financial Statements for the Period 1
October 2022 to 31 March 2023
(Unaudited)
1. STATUTORY INFORMATION
Alteration Earth Plc (the 'Company') was incorporated on 18
August 2021 in England and Wales, with registered number 13571750
under Companies Act 2006. The registered office of the company is
c/o Keystone Law, 48 Chancery Lane, London WC2A 1JF. The Company is
a public limited company and was admitted to the Standard Listing
segment of the London Stock Exchange's main market for listed
securities on 1 July 2022. The principal activity of the Company is
to undertake an acquisition of a controlling interest in a company
or business in the CGRE sector.
2. ACCOUNTING POLICIES
Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with UK-adopted international accounting standards and
the Companies Act 2006.
The Financial Statements have been prepared under the historical
cost convention. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently
for all periods presented in these Financial Statements. The
Financial Statements are prepared in pounds Sterling and presented
to the nearest pound.
Going concern
The financial statements have been prepared on a going concern
basis, which assumes that the Company will continue in operational
existence for the foreseeable future.
The Company has no revenue but has cash resources to finance
activities whilst it identifies and completes suitable transaction
opportunities. When a suitable transaction is identified, the
Directors will consider the need for further funding to complete
the transaction.
Having considered forecasts, the Directors consider that the
Company has sufficient funds available to continue in operational
existence for at least 12 months from the date of approval of these
accounts. Accordingly, the Board believes it appropriate to adopt
the going concern basis in the approval of the financial
statements.
New standards, amendments and interpretations adopted by the
Company
The Company has applied the following standards and amendments
for the first time for its annual reporting period commencing 18
August 2021:
* Interest Rate Benchmark Reform - Amendments to IFRS 17
"Insurance Contracts"
* Interest Rate Benchmark Reform - Amendments to IFRS 16
"Leases"
* Interest Rate Benchmark Reform - Amendments to IFRS 9
"Financial Instruments"
* Interest Rate Benchmark Reform - Amendments to IAS 39
"Financial Instruments: Recognition &
Measurement"
* Interest Rate Benchmark Reform - Amendments to IFRS 7
"Financial Instruments: Disclosures"
The amendments listed above did not have any impact on the
amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
New standards and interpretations not yet adopted
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
January 2022 and have not been applied in preparing these financial
statements. None of these are expected to have a significant effect
on the financial statements of the Company.
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Company.
Foreign currency translation
The financial information is presented in Sterling which is the
Company's functional and presentational currency.
Transactions in currencies other than the functional currency
are recognised at the rates of exchange on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities are retranslated at the rates prevailing at the balance
sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
Financial instruments initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
(1) the asset is held within a business model whose objective is
to collect contractual cashflows; and
(2) the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
(1) the rights to receive cash flows from the asset have
expired, or
(2) The Company has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a
'pass-through' arrangement; and either (a) the Company has
transferred substantially all the risks and rewards of the asset,
or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset, but has
transferred control of the asset
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to
the expected credit losses over its lifetime without monitoring
changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
Equity
Share capital is determined using the nominal value of shares
that have been issued.
The Share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the Share
premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a
share-based payment reserve as a component of equity until related
options or warrants are exercised or lapse.
Accumulated losses include all current and prior period results
as disclosed in the income statement.
Share Based Payments
Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at
date of grant. The fair value so determined is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the number of shares that will eventually vest and
adjusted for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model. The
key assumption used in the model have been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. Apart from share based payments and share issue costs
discussed below the Directors consider that there are no other
critical accounting judgements or key sources of estimation
uncertainly relating to the financial information of the
Company.
Share based payments: share warrants
The Company issued warrants to the lead investor and two
directors on 1 July 2022. Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market based
vesting conditions) at date of grant. The fair value so determined
is expensed on a straight-line basis over the vesting period, based
on the Company's estimate of the number of shares that will
eventually vest and adjusted for the effect of non-market based
vesting conditions. Fair value is measured using the Black Scholes
pricing model. The key assumption used in the model have been
adjusted, based on management's best estimate of the vesting period
and volatility.
Share Issue costs
The costs of share issues are charged against the share premium
account. Where the share issue costs are incurred concurrently with
another activity such as a stock market admission and/or an issue
of a prospectus or admission document then the costs of these
activities can be difficult to quantify separately and therefore
reliance is placed on management's best estimate of the split of
the costs.
Loss per share
Basic loss per share is calculated as the profit or loss
attributable to equity holders of the Company for the period,
adjusted to exclude any costs of servicing equity (other than
dividends), divided by the weighted average number of ordinary
shares.
Diluted EPS is calculated by dividing the profit attributable to
ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the period plus the
weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into
ordinary shares.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board as a whole.
Identifying and assessing investment projects is the only
activity the Company is involved in and is therefore considered as
the only operating/reporting segment. Therefore, the financial
information of the single segment is the same a set out in the
statement of comprehensive income and statement of financial
position.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with
financial institutions. Cash equivalents are short-term,
highly-liquid investments with original maturities of three months
or less (as at their date of acquisition). Cash equivalents are
readily convertible to known amounts of cash and subject to an
insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows, cash and
cash equivalents also include bank overdrafts. Any such overdrafts
are shown within borrowings under 'current liabilities' on the
Statement of Financial Position.
Taxation
Tax currently payable is based on taxable profit for the period.
Taxable profit differs from profit as reported in the income
statement because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
3. EMPLOYEES AND DIRECTORS
The average number of employees during the period was NIL.
1 October 2022 18 August 2021
to 31 March to 30 September
2023 2022
GBP GBP
Directors' remuneration: fair value
of warrants granted 15,000 7,500
4. AUDITORS' REMUNERATION
1 October 2022 18 August 2021
to 31 March to 30 September
2023 2022
GBP GBP
Fees payable to the company's auditor
for the audit of the company's annual
financial statements relating to: 17,000 25,000
Prior period 5,000 -
Current period 12,000 25,000
Note: the Company is not registered for and cannot reclaim VAT.
Fees are therefore stated inclusive of VAT.
5. INCOME TAX
Interim period income tax is accrued based on the estimated
average annual effective corporate income tax rate of 19 per cent
(18 August 2021 to 31 March 2022: 19 per cent).
Factors affecting future tax charge
The standard rate of corporation tax in the UK is 19%.
Accordingly, the Company's effective tax rate for the period to 31
March 2023 was 19%. With effect from 1 April 2023 the mainstream
corporate tax in the UK increased and the Company's effective
corporation tax rate will increase to 25% from that date.
6. EARNINGS PER SHARE
Basic EPS is calculated by dividing the profit for the period
attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the
period.
Diluted EPS is calculated by dividing the profit attributable to
ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the period plus the
weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into
ordinary shares.
Reconciliations are set out below.
Basic and Diluted EPS Earnings GBP Weighted average number of shares Per share
amount
pence
Earnings attributable to ordinary shareholders
1 October 2022 to 31 March 2023 (129,646) 18,000,000 (0.72)
18 August 2021 to 31 March 2022 (21,553) 1 (2,155,300)
Diluted EPS are not separately calculated as the warrants would
be anti-dilutive due to the loss, the weighted average number of
shares including the dilution shares is 20,700,000 (31 March 2022:
1 share).
7. TRADE AND OTHER RECEIVABLES
31 March 2023 30 September 2022
GBP GBP
Current:
Prepayments 13,125 15,411
13,125 13,125
8. CASH AND CASH EQUIVALENTS
31 March 2023 30 September 2022
GBP GBP
Bank account 932,940 1,069,939
932,940 1,069,939
9. SHARE CAPITAL AND SHARE PREMIUM
No of shares Share Capital Share Premium Total
GBP GBP GBP
Issued on Incorporation
Ordinary shares of GBP0.001
each 2 0.002 - 0.002
Issued on 23 November
2021 4 0.004 - 0.004
Consolidation of shares
on 29
November 2021 to GBP0.003
each 2 0.006 - 0.006
Issued on 1 July 2022
at GBP0.04 each 8,999,998 27,000 333,000 360,000
seed price
Issued on 1 July 2022
at GBP0.10 each 9,000,000 27,000 873,000 900,000
subscription price _________ ______ ________ ________
As at 30 September 2022
and
as at 31 March 2023 18,000,000 54,000 1,206,000 1,260,000
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital.
10. RESERVES
Retained Share Other
earnings premium reserves Totals
GBP GBP GBP GBP
18 August 2021 to 30 September 2022
Deficit for the period (143,128) (143,128)
Cash share issue - 1,206,000 - 1,206,000
Costs of share issue - (264,478) - (264,478)
Share based payment reserve - - 187,500 187,500
At 30 September 2022 (143,128) 941,522 187,500 985,894
1 October 2022 to 31 March 2023
Share based payment reserve - - 15,000 15,000
Deficit for the period (129,646) - - (129,646)
At 31 March 2023 (272,774) 941,522 202,500 871,249
11. TRADE AND OTHER PAYABLES
31 March 2023 30 September 2022
GBP GBP
Current:
Other payables 20 9,020
Accruals 20,797 36,436
20,817 45,456
12. CAPITAL COMMITMENTS
There were no capital commitments at 31 March 2023 and at 30
September 2022.
13. SHARE-BASED PAYMENT RESERVE
Share warrants were granted to two directors who were involved
as key management personnel in setting up the Company and
formulating its strategy. Warrants were also granted to the lead
Investor for their role in underwriting the listing costs and
lending support with attracting other investors.
All warrants were issued on the Company's shares being admitted
to trading. Exercise dates and exercise prices are shown in this
note below. The directors' warrants can only be exercised after the
Company completes a reverse takeover (as defined in the FCA's
Listing Rules) and readmission of the Company's issued share
capital to the Official List and to trading on the LSE's main
market for listed securities ("Readmission"). All warrants are
settled in the Company's equity.
31 March 2023 30 September 2022
GBP GBP
Charge in the period for fair
value of directors' warrants 15,000 7,500
Fair value of lead investor
warrants granted during the
period - 180,000
Categorised as financial assets
measured at amortised cost 15,000 187,500
Reserve opening balance 187,500 -
Reserve closing balance 202,500 187,500
The charge for directors' warrants is spread over the 3-year
period from 1 July 2022 being the date of grant. The 3-year period
is determined by the Company having 2 years from 1 July 2022 plus a
possible 1-year extension to agree the terms of a reverse takeover
and be re-admitted to a recognised stock exchange.
The Company determines the fair value of its share options
granted using a model based on the Black- Scholes-Merton
methodology. In determining the fair value of its share options
granted, the Company made the following assumptions.
Risk
Grant Expected Expected Free Fair value
date Share Exercise Expected volatility Dividend Interest at date
of
Life
Price Price Years Yield Rate grant
01 Jul
22 10p 0.003p 3 404% 0% 2.2% 10p
Expected volatility was determined by reference to historical
data for a similar Special Purpose Acquisition Company in the same
market sector and listed on the same exchange.
The warrants outstanding at the period end have a weighted
average remaining contractual life of 5 years. The exercise price
of the warrants is GBP0.003 per share.
As at 31 March 2023 and at 30 September 2022 there were
2,700,000 warrants outstanding. Details of the warrants outstanding
are as follows:
Exercisable
Grant Date from Expiry Date Number Exercise
outstanding price
01 July 22 01 Jul 22 30 June 2027 1,800,000 0.003p
01 July 22 See a) below see a) below 900,000 0.003p
a) Exercisable at any time within the 5 years from the date of
Readmission.
14. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 March 2023 and at 30
September 2022
15. COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 31 March
2023 and at 30 September 2022
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily of bank
balances. The main purpose of these financial instruments is to
provide working capital for the Company's operations. The Company
does not utilise complex financial instruments or hedging
mechanisms. The company is not trading nor carrying out any
business activities and therefore has not disclosed in this note
below all of the disclosure items set out in IFRS7 as they are not
considered material and relevant to its current status.
Financial assets by category
31 March 2023 30 September 2022
GBP GBP
Current assets
Cash and cash equivalents 932,940 1,069,939
Categorised as financial assets
measured at amortised cost 932,940 1,069,939
Financial liabilities by category
31 March 2023 30 September 2022
GBP GBP
Current liabilities
Other payables 20 9,020
Accruals 20,797 36,436
Categorised as financial assets
measured at amortised cost 20,817 45,456
Credit risk
Credit risk is the risk that a counterparty will not meet its
obligations under a financial instrument or customer contract,
leading to a financial loss. The Company does not have trading
activities during the current period and is not exposed to a risk
from counterparties not meeting their obligations.
Capital management
The Company considers its capital to be equal to the sum of its
total equity. The Company monitors its capital using a number of
key performance indicators including cash flow projections, working
capital ratios, the cost to achieve development milestones and
potential revenue from partnerships and ongoing licensing
activities.
The Company's objective when managing its capital is to ensure
it obtains sufficient funding for continuing as a going concern.
The Company funds its capital requirements through the issue of new
shares to investors.
Interest rate risk
The nature of the Company's activities and the basis of funding
are such that the Company will have significant liquid resources.
The Company will use these resources to meet the cost of
operations.
The Company is not financially dependent on the income earned on
these resources and therefore the risk of interest rate
fluctuations is not significant to the business and the Directors
have not performed a detailed sensitivity analysis.
Liquidity risk
The Company's liquid resources are invested having regard to the
timing of payment to be made in the ordinary course of the
Company's activities. All financial liabilities are payable in the
short term (between 0 to 3 months) and the Company maintains
adequate bank balances to meet those liabilities. The directors
have considered the Company's cash flows for a period of 12 months
from the date of approval of these financial statements and do not
consider that the Company is subject to any significant liquidity
risk.
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
Currency risk
The Company operates in a global market with income and costs
possibly arising in a number of currencies. The majority of the
operating costs are incurred in GBP (GBP). The Company does not
hedge potential future income or costs, since the existence,
quantum and timing of such transactions cannot be accurately
predicted. The Company did not have foreign currency exposure at
period end.
17. RELATED PARTY TRANSACTIONS
a) Key managerial personnel
M Beardmore is a director of the Company and has subscribed
GBP28,000 for shares in the Company, he was also granted 450,000
warrants on 1 July 2022 which have been fair valued at GBP45,000
and the charge for these in the period was GBP7,500 (30 September
2022: GBP3,750). There are no amounts outstanding between M
Beardmore and the Company at 31 March 2023 and at 30 September
2022.
b) Other related parties
S Holden was a director of the company from 18 August 2021 until
30 September 2021 and he has been the Company Secretary from
incorporation to the date of approval of these financial
statements. He subscribed GBP28,000 for shares in the Company after
ceasing to hold office as a director. Mr Holden's wholly owned
company, Golden Sky Advisory Limited (GSAL), provides the services
of S Holden to the Company (including as Company secretary) and
those totalled GBP18,000 inclusive of VAT during the period (1 July
to 30 September 2022: GBP9,000). There was GBP3,000 accrued as
owing by the Company to GSAL at 31 March 2023 (30 September 2022:
GBP9,000).
Primorus Investments PLC (Prim) held a 27.78% stake in the
Company at the date of its admission to the Official List ( by way
of a Standard Listing) and to trading on the LSE's main market for
listed securities ("Admission") and it underwrote the costs
associated with the Admission. Prim subscribed GBP350,000 for
shares in the Company. It also advanced GBP21,552 to the Company to
re-imburse certain of the Admission costs incurred by the Company
and this sum was repaid to Prim following Admission. Prim was
granted 1,800,000 warrants on 1 July 2022 which have been fair
valued at GBP180,000 and fully charged in the period. There were no
transactions with Prim during the period and no amounts outstanding
between Prim and the Company at 31 March 2023 and at 30 September
2022.
Gneiss Energy Limited (GEL) acts as a corporate finance
consultant to the Company and charged a total of GBP18,000
inclusive of VAT during the period (30 September 2022 GBP18,000).
The charge is for corporate finance advice by GEL and not for
director services. A Coull is an employee of GEL and a director of
the Company as stipulated in the engagement terms of GEL. There
were no amounts outstanding between GEL and the Company at 31 March
2023 and at 30 September 2022.
18. CONTROL
In the opinion of the directors there is no single ultimate
controlling party at 31 March 2023 and at 30 September 2022.
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END
IR BXGDSDGDDGXS
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April 24, 2023 09:05 ET (13:05 GMT)
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