BECKET INVEST
PLC
("Becket" or the
"Company")
Annual Report and
Financial Statements
For the year
ended 30
September 2023
Chairman's Statement
Dear Shareholders,
I am pleased to present the annual
report for Becket Invest Plc (the "Company"
or "Becket") for the year ended 30
September 2023. This has been a year of significant change for the
Company, culminating in the admission of
the Company to the Standard Listing and to trading on the Main
Market of the London Stock Exchange on 5 June
2023.
Company activities
The principal focus of the Company
is to acquire an established business in the technology sector. To
this end, the Company will continue to endeavour to identify
acquisition targets where such targets can offer a clear value
advantage to the Company. However, the Company's focus in
identifying opportunities will not be limited to a particular
industry or geographic location.
Financial Status
The Company's financial position
remains stable given that it does not currently generate any
income, with available funds to support our immediate initiatives.
Whilst we have not generated any operating income during the
financial year, we are dedicated to ensuring that our resources are
prudently managed for the benefit of the
shareholders.
Acknowledgements
Finally, I would like to express my
appreciation to our shareholders for their ongoing support and
patience as we pursue avenues for future operations and value
creation. We remain dedicated to our shareholders'
interests.
Graeme Muir
Chairman
The full report will shortly be
available on the Company's website at https://www.becketinvest.co.uk/
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Enquiries:
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|
|
Becket Invest Plc
Director
Graeme Muir
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Tel: +44 (0)7515 888 111
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Peterhouse
Capital
Financial Adviser
Guy Miller / Brefo Gyasi
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Tel: +44 (0)20 7469 0930
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Corporate Broker
Lucy
Williams / Duncan Vasey
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Tel: + 44 (0)20 7469 0930
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Strategic Report
The Directors present their
Strategic Report for the year ended 30 September 2023.
Principal Activities
Throughout the year under review,
the Company was an investment company. The principal activity of
the Company during year was to seek to acquire an established
business in the technology sector. Such target businesses will,
ideally, be approaching an identifiable inflection point in terms
of revenue generation which can be accelerated through the
injection of capital from the Company.
However, given the collective
experience of the incoming Directors, the Company has decided to
focus instead on opportunities in the battery metals and related technologies sectors and will focus on potential acquisition opportunities
where such opportunities can offer a clear value advantage to the
Company. The Company's efforts in identifying opportunities will
not, however, be limited to a particular industry or geographic
location. The main sources of value advantage are expected to be
the relevant experience and networks of the Directors and the
ability to act quickly to complete a transaction and to deploy
capital. As such, 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.
However, the Company's efforts in
identifying opportunities will not be limited to a particular
industry or geographic location. In assessing such opportunities,
the Directors will focus on opportunities which can offer a clear
value advantage to the Company. The main sources of value advantage
are expected to be the relevant experience and networks of the
Directors and the ability to act quickly to complete a transaction
and to deploy capital. As such, 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.
Review of Business and Development in the
Year
A review of the year's activities and future prospects
is contained in the Chairman's Statement.
Financial and Performance Review
The Company did not have any income
producing assets during the year under review.
The results for the Company are set
out in detail in the financial statements. The Company reports a
loss of £2,265,477 for the year ended 30 September 2023 (2022:
£Nil).
Key Performance Indicators
The usual financial key performance
indicators do not apply to a company with no revenue. The Company's
primary financial key performance indicator ('KPI') at this stage
of its development is the monitoring of its cash balances. The
Company's cash at 30 September 2023 was £677,622 (2022: £Nil). The
critical non-financial KPI during the year was the ability of the
Company to complete an acquisition or achieve an IPO, which it
achieved.
Strategic Report….continued
Risk & Uncertainties
The Board regularly reviews the
risks to which the Company is exposed and ensures through its
meetings and regular reporting that these risks are minimised as
far as possible.
Principal risk and uncertainty
facing the Company during the year under review included but was
not limited to the Company's ability to identify or secure
opportunities in the sectors or geographical locations in which the
Company has decided to focus.
Promotion of the Company for the benefit of the members as a
whole
The Directors 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 members of the
Company;
·
Maintain a reputation for high standards of
business conduct;
·
Consider the interest 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 Company has sought to act in a
way that upholds these principles. The Directors believe that the
application of s172 requirements can be demonstrated in relation to
some of the key decisions made and actions taken during the
year.
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Category
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How
the Directors have engaged
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Impact of action
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Shareholders and
investors
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The Directors have communicated
regularly with its shareholders and investors via public
announcements and the publication of a prospectus.
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The Company is listed on the
Standard List and is trading on the Main Market of
the London Stock Exchange.
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Environmental, social and governance
("ESG")
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The Directors acknowledge that our
business activities could affect the society and environment around
us, and that we have an opportunity and an implicit duty to ensure
this impact is positive.
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No environmental or safety incidents
were reported during the year.
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Strategic Report….continued
Its members will be fully aware,
through detailed announcements, shareholder meetings and financial
communications, of the Board's broad and specific intentions and
the rationale for its decisions. The Company pays its creditors
promptly and keeps its costs to a minimum to protect shareholders
funds. When selecting investments, issues such as the impact on the
community and the environment have actively been taken into
consideration.
Use
of financial instruments
The Company's financial risk
management objectives are to minimise its liabilities, to fund its
activities through equity financing and to ensure the Company has
sufficient working capital to pursue its corporate strategic
objectives.
Graeme Muir
Chairman
Date: 31 January 2024
Directors' Report
The Directors present their
Directors' Report together with the audited financial statements of
Becket Invest Plc (the "Company" or "Becket"). A commentary
on the business for the year is included in the Chairman's
Statement on page 3. A review of the business is also included in the
Strategic Report on page 4.
The shareholdings of the Directors
who held office throughout the year and at the date of publication
are as follows:
|
Name
|
Number of Ordinary
Shares
|
Percentage of share
capital
|
|
Graeme Muir
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-
|
-
|
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Thomas Furlong
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-
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-
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Martin Lampshire
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-
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-
|
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John Taylor
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-
|
-
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James Crossley
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-
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-
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Martin Lampshire is a consultant of
Peterhouse Capital Limited. Peterhouse Capital Limited hold
4,155,200 ordinary shares in the Company, approximately 5.07% of
the shareholdings at year end. Flare Capital Limited, a
company under common directorships as Peterhouse Capital Limited,
hold 9,414,290 (11.48%) shares in the Company at year end.
Graeme Muir and James Crossley are directors of BPM Trading
Limited, who is a significant shareholder of the Company holding
62,844,800 shares (76.64%).
No directors held any shares in the
Company as at the above date.
Results and dividends
The results for the year ended 30
September 2023 are set out on page 23.
The Company reports a loss of
£(2,265,477) for
the year ended 30 September 2023 (2022: £Nil).
There were no dividends paid in the
previous or current financial year.
Directors' Insurance and Indemnity Provision
The Company does not currently hold
directors' and officers' liability insurance. The Company
will look to adhere to Section 234 of the Companies Act 2006 by
implementing qualifying third-party indemnity provisions for the
Directors in respect of liabilities incurred as a result of their
office. Whilst the Company is seeking an acquisition vehicle
the Company has kept suppliers and outgoings to a minimum to keep
the momentum with the costs directed to the main
concern.
Directors' Report….continued
Employment Policy
It is the policy of the Company to
operate a fair employment policy. No employee or job
applicant will be less favourably treated than another on the
grounds of their sex, sexual orientation, age, marital status,
religion, race, nationality, ethnic or national origin, colour or
disability and all appointments and promotions will be determined
solely on merit. The Directors will encourage employees to be
aware of all issues affecting the Company and place considerable
emphasis on employees sharing in its success.
Changes in share capital
Details of movements in share
capital during the year are set out in Note 9 to these financial
statements.
Pensions
The Company did not operate a
pension scheme during the year and has not paid any contributions
to any scheme for Directors.
All eligible Directors have been invited to
participate in the Company's pension scheme with True
Potential. At the time of publication all Directors have
opted out of the workplace pension.
Energy and Emissions Data
As the Company has not consumed more
than 40,000kwh of energy in this reporting year, it qualifies as a
low energy user under these regulations and is not required to
report on its emission, energy consumption or energy efficiency
activities.
Going concern
As at the year end the Company's
cash resources amounted to £677,622 and were deemed by the
Directors to be sufficient for the Company to continue as a going
concern.
Therefore, the Directors have
continued to adopt the going concern basis.
Directors' remuneration
Details of the remuneration of the
Directors can be found in Note 5
to these accounts.
Directors' interests in transactions
Other than disclosed in Notes
5 and 11 no Director had
during, or at the end of the year, a material interest in any
contract which was significant in relation to the Company's
business.
Directors' Report….continued
Directors
The following Directors held office
during the year and/or at the signing date of this annual
report:
Graeme Muir (Appointed 5 July
2023)
Thomas Furlong (Appointed 1
September 2023, resigned 1 December 2023)
Martin Lampshire (Resigned 6 October
2023)
John Taylor (Resigned 31 July
2023)
James Crossley (Appointed 1 December
2023
Internal controls and corporate governance
The Board is responsible for
identifying and evaluating the major business risks faced by the
Company and for determining and monitoring the appropriate course
of action to manage these risks.
Substantial shareholdings
As at 30 September 2023, the
following shareholders hold more than 3% of the issued share
capital:
|
Name
|
Number of Ordinary
Shares
|
Percentage of share
capital
|
|
BPM Trading Limited
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62,844,800
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76.64%
|
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Flare Capital Plc
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9,414,290
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11.48%
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Peterhouse Capital Ltd
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4,155,200
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5.07%
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Within the nominee shareholdings it
is confirmed that no individual person or organisation owns 3% or
more.
Subsequent events
Details of subsequent events are
disclosed in Note 13 of the financial statements.
Annual general meeting
This report and the financial
statements will be presented to shareholders for their approval at
the Company's Annual General Meeting ("AGM"). The Notice of the AGM
will be distributed to shareholders together with the Annual
Report.
Directors' Report….continued
Audit committee
The Audit and Risk Committee
comprising Graeme Muir as chair and James Crossley will meet not
less than twice a year. The Audit and Risk Committee will be
responsible for making recommendations to the Board on the
appointment of auditors and the audit fee and for ensuring that the
financial performance of the Company is properly monitored and
reported. In addition, the Audit and Risk Committee will receive
and review reports from management and the auditors relating to the
interim report, the annual report and accounts and the internal
control systems of the Company.
Statement of Directors' responsibilities
The Directors are responsible for
preparing the Chairman's Statement, Strategic Report, the
Directors' Report, the Remuneration Report and the financial
statements in accordance with applicable law and
regulations.
Company law requires the directors
to prepare financial statements for each financial year. Under that
law the directors are required to prepare financial statements in
accordance with UK adopted International Financial Reporting
Standards (IFRS), in conformity with the requirements of the
Companies Act
The financial statements are
required by law and IFRS 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 the profit or loss of the Company for that year.
The Directors are also required to prepare the 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 accounting estimates that are
reasonable and prudent;
·
state whether applicable accounting
standards, UK adopted IFRS, in conformity to the Companies Act,
have been followed, subject to any material departures disclosed
and explained in the financial statements;
·
prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business; and
·
prepare a Directors' Reports, Strategic Report and
Directors' Remuneration Report which comply with the requirements
of the Companies Act 2006.
Directors' Report….continued
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 and the
Directors remuneration report comply with 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.
Disclosure of information to the auditors
The Directors who held office at the date of
the approval of these Financial Statements as confirm
that:
·
so far as each Director is aware, 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.
The Directors are responsible for
preparing the annual report in accordance with applicable law and
regulations. The Directors consider the annual report and the
financial statements, taken as a whole, provides the information
necessary to assess the Company's performance, business model and
strategy and is fair, balanced and understandable.
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 Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company's website extending to the
ongoing integrity of the financial statements contained
within.
Information to shareholders - Website
The Company has its own website
(www.becketinvest.co.uk) for the
purposes of improving information flow to shareholders as well as
to potential investors.
Directors' Report….continued
Directors' Responsibilities Pursuant to DTR4
To the best of their knowledge, the
Directors confirm:
·
the financial statements, prepared in accordance
with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position of the
Company and its profit or loss as at 30 September 2023;
and
·
the annual report, including the Strategic Report
includes a fair review of the development and performance of the
business and the position of the Company, together with a
description of the principal risks and uncertainties
faced.
By order of the board
Graeme Muir
Chairman
Date: 31 January 2024
Remuneration Report and Plan
Dear Shareholder,
On behalf of the Board, I am pleased
to present our Remuneration Report. It has been prepared in
accordance with the requirements of The Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations
2013 (the "Regulations") and, after this introductory letter, is
split into two areas: the Remuneration Policy and the Annual Report
on Remuneration.
Becket was admitted to the Standard
Listing and to trading on the Main Market of the London Stock
Exchange on 5 June 2023. Since the listing, Becket has been an
investment company with the premise of acquiring an established
business in the technology sector.
Following the resignation of Martin
Lampshire on 6 October 2023, John Taylor's resignation on 31 July
2023 and the appointment of Graeme Muir, (Chairman), and Thomas
Furlong, (Non-Executive Director), as Directors on 5 July and 1
September 2023. (Thomas Furlong resigned 1 December 2023.)
Respectively, the Company now has two Directors as James Crossely
was appointed on 1 December 2023; one executive and one
non-executive. The Company stated in its 31 May 2023 prospectus
that the Directors will be paid annual amounts of:
·
Martin Lampshire - £36,000 per annum;
and
·
John Taylor - £36,000 per annum.
Since Admission to trading it has
been agreed that the new incoming Directors will have a
remuneration of:
·
Graeme Muir - £40,000 per annum;
·
Thomas Furlong - £30,000 per annum (1 September
2023 - 1 December 2023); and
·
James Crossley - £30,000 per annum (appointed 1
December 2023).
The Company is currently too small
to have a Remuneration Committee and the establishment of such a
committee (and the appointments to it) will be revisited upon the
completion of the Company's first acquisition, along with
incorporating its terms of reference.
The Directors, and their respective
connected persons, do not hold any options or warrants or other
rights over any unissued Ordinary Shares of the Company.
Shareholders should note that the
Company's Remuneration Policy contains provisions that the
Remuneration Committee, once established, will be granted powers to
set new remuneration arrangements from time to time. An annual
review will be undertaken to ensure remuneration is competitive and
in line with market practice and good governance. Any changes to
the Remuneration Policy will be put to shareholders at the next
available Annual General Meeting.
Graeme Muir
Chairman
Date: 31 January
2024
Remuneration Policy
The Company adopted a formal
remuneration policy on admission, 5 June 2023.
As part of the current Remuneration
Policy, the Remuneration Committee, once established, will have
extensive discretionary powers to set new remuneration arrangements
that are commensurate with the business, from time to time. The
Remuneration Committee will make changes to salary levels of the
existing Directors, set salaries and compensation and introduce
benefits, pension, annual bonus and long term incentive
arrangements which are competitive and in line with market practice
and governance guidelines and which would be designed to align the
interests of shareholder growth and director compensation. The
salaries and fees of all Directors were agreed following the
admission of the Company to the Standard
List and to trading on the Main Market of the London Stock Exchange
on 5 June 2023.
|
Element
|
Detail
|
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Base salary
|
·
Graeme Muir - £40,000 per annum;
·
Thomas Furlong - £30,000 per annum (now
resigned);
·
Martin Lampshire - £36,000 per annum (now
resigned);
·
John Taylor - £36,000 per annum (now resigned);
and
·
James Crossley - £30,000 per annum (appointed 1
December 2023)
|
|
Benefits
|
No benefits are currently provided.
A detailed review will be undertaken on the 12-month anniversary of
publication of these accounts.
|
|
Pension
|
All eligible Directors have been
invited to participate in the Company's pension scheme with True
Potential. At the time of publication, all eligible Directors
have opted out.
|
|
Annual Bonus
|
No annual bonus scheme is intended
to be implemented during 2023. A detailed review will be undertaken
on the 12-month anniversary of publication of these accounts. The
review will reflect the scale and complexity of the Company at the
time. Given the strategy of the Company, the Committee will
continue to monitor this throughout the year.
|
|
Option Plan
|
Currently there is no option or
other incentive plan in place.
|
Notice periods
The notice period for all Directors
is 3 months and notice must be provided in writing.
Other Employees
The Company currently has no other
employees.
Other policy matters
Policy sections normally set out
approaches in the areas of executive recruitment, termination of
employment, shareholder consultation, consideration of employment
conditions elsewhere in the Company and employee consultation.
Other than items explained above, the Company believes that these
issues are not applicable at present.
Remuneration Policy….continued
Report Approval
A resolution to approve this report
will be proposed at the AGM of the Company. The vote will have
advisory status.
Directors' emoluments and compensation
(audited)
Set out below are the emoluments of
the Directors for the years ended 30 September 2023 and
30 September 2022:
|
|
|
|
2023
£
|
2022
£
|
|
Graeme Muir
|
|
|
10,000
|
-
|
|
Thomas Furlong
|
|
|
2,500
|
-
|
|
Martin Lampshire
|
|
|
15,000
|
-
|
|
John Taylor
|
|
|
18,000
|
-
|
|
Closing balance
|
|
|
45,500
|
-
|
John Taylor received £9,000 in July
in respect of three month's salary in lieu of notice.
Long term incentive plan arrangements
There are no charges to
comprehensive income in the year for any option or warrant
plan.
Other disclosures on remuneration during
2023
Other than the salaries and fees,
detailed above in this Report, no other remuneration was paid,
payable or is at present expected to be paid or payable for 2023.
As such, there are no further disclosures to be made in respect of
salary or fee changes for 2023, pension, benefits, annual bonus in
respect of 2022 or 2023, vesting, outstanding or forward long-term
incentive plan awards.
UK
10-year performance graph against CEO
remuneration
The Directors have considered the
requirement for a UK 10-year performance graph comparing the
Company's Total Shareholder Return with that of a comparable
indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company only listed on 5
June 2023 and is not paying dividends. The Directors intend to
include such a comparison table from 2024, if
appropriate.
Remuneration Policy….continued
Relative importance of spend on pay
The Directors have considered the
requirement to present information on the relative importance of
spend on pay compared to other financial metrics. Given that the
Company had no trading business in 2023, did not generate revenues
or pay dividends, the Directors do not believe it is necessary to
include such information or that it would serve any meaningful
purpose at the current time.
UK
Remuneration percentage changes
Listed companies are required to
make disclosures in respect of percentage year-on-year changes in
the lead executive's and employee remuneration, the ratio of the
lead executive's remuneration to that of different employee groups.
These disclosures are not applicable.
Compliance with the Corporate Governance
Code
The Committee has considered and
will continue to monitor the regulatory environment and in
particular the revised UK Corporate Governance Code. As the Company
develops and introduces a formal remuneration policy, the Committee
will reflect on these issues. The Committee is satisfied that in
respect of 2023 the remuneration policy operated as intended in
terms of Company performance and quantum.
The Committee will ensure that
policies and practices are consistent with the six factors set out
in Provision 40 of the Code including Clarity, Simplicity, Risk,
Predictability, Proportionality and Alignment of Culture. Given the
limited and simple nature of existing remuneration arrangements,
the Committee believes they are consistent with these
principles.
UK
Directors' shares (audited)
The interests of the Directors who
served during the year in the share capital of the Company as of 30
September 2023 and at the date of this report has been set out in
the Directors' Report on page 7.
Policy Approval
A resolution to approve this policy
will be proposed at the AGM of the Company.
Approved on behalf of the Board of
Directors by:
Graeme Muir,
Chairman
Date: 31 January 2024
Independent Auditors' Report
For
the year ended 30 September 2023
Registered number
13628478
Opinion
We have audited the financial statements of
Becket Invest Plc (the 'company') for the period ended 30 September
2023 which comprise Statement of Profit or Loss, Statement of
Financial Position, Statement of Changes in Equity, Statement of
Cash Flows and notes to the financial statements,
including significant accounting policies. The financial
reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting
standards.
In our opinion the financial
statements:
• give
a true and fair view of the state of the company's affairs as at 30
September 2023, and of its loss for the period then
ended;
• have
been properly prepared in accordance with UK adopted international
accounting standards; and
• have
been prepared in accordance with the requirements of the Companies
Act 2006.
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 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 other ethical
responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Overview of
our audit approach
Materiality
In planning and performing our audit
we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic
decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate
the impact of misstatements identified.
Based on our professional judgement,
we determined overall materiality for the Company's financial
statements as a whole to be £7,160 based on total assets
(1.0%).
We use a different level of
materiality ('performance materiality') to determine the extent of
our testing for the audit of the financial statements. Performance
materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the
specific risk of each audit area having regard to the internal
control environment.
Where considered appropriate
performance materiality may be reduced to a lower level, such as,
for related party transactions and directors'
remuneration.
Independent Auditors' Report….continued
We agreed with the directors to
report to it all identified errors in excess of £358. Errors
below that threshold would also be reported to it if, in our
opinion as auditor, disclosure was required on qualitative
grounds.
Overview of
the scope of our audit
In designing our audit, we determined
materiality, as above, and assessed the risk of material
misstatement in the financial statements. In particular, we
looked at the capturing of administrative costs, for example
ensuring all set up costs and listing costs were captured. We
also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement
due to fraud.
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 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.
We set out below, together with
going concern, those matters we identified as key audit matters.
This is not a complete list of all risks identified by our
audit.
|
Key audit
matter
|
How the scope of our audit
addressed the key audit matter
|
|
Capturing of all administrative and set up
costs
The company was incorporated and
listed on the London Stock Exchange within the period we are
reporting on. All set up and listing costs may not be
included in the Statement of Profit or Loss therefore understating
the loss for the period.
|
We undertook procedures on a sample
basis to:
(i) -
review engagement letters between the company and professional
service providers
(ii) -
review invoices from professional service providers
(iii) - review the
company's bank statement for the period and post period end
and
(iv) - made
enquiries of management
|
|
Accounting treatment and disclosure of warrants issued in the
year
The company issued investor and
broker warrant instruments at the time of listing on the London
Stock Exchange. The accounting treatment, valuation and
disclosure of these warrants may not be appropriate in the
financial statements.
|
We reviewed the agreements for the
warrant instruments between the Company and the brokers/investors
to ensure the appropriate accounting treatment was applied,
selected a sample of signed agreements to ensure appropriately
executed, reviewed basis of valuation verifying assumptions made by
management within their selected valuation model plus
mathematically accurate as well as reviewing appropriateness and
completeness of disclosure in the financial
statements.
|
Independent Auditors' Report….continued
|
Key
audit matter
|
How
the scope of our audit addressed the key audit
matter
|
|
Directors' use of Going Concern assumption
The directors' have used the going
concern basis of accounting in preparation of these financial
statements. The directors therefore consider that the company has
adequate resources to continue its operational existence for the
foreseeable future. There is a risk this assumption may not
be appropriate.
|
We reviewed and scrutinised the cash
flow forecast prepared by directors for the twelve-month period
from the date of signing the financial statements as well as
holding discussions with the directors relating to planned
expenditure over the next year.
|
Our audit procedures in relation to
these matters were designed in the context of our audit opinion as
a whole. They were not designed to enable us to express an opinion
on these matters individually and we express no such
opinion.
Conclusions relating to going
concern
In auditing the financial statements, we have
concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the directors' assessment of
the entity's ability to continue to adopt the going concern basis
of accounting included review and scrutiny of the cash flow
forecast prepared by the directors for the twelve-month period from
the date of signing the financial statements and also discussions
with the directors relating to planned expenditure over the next
year. The cash flow forecast prepared by the directors
appears reasonable.
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.
Other information
The other information comprises the information
included in the annual report and financial statements, other than
the financial statements and our auditor's report thereon.
The directors are responsible for the other information contained
within the annual report and financial statements. 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.
Independent Auditors' Report….continued
Opinions on other matters prescribed by
the Companies Act 2006
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 period 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.
Matters on which we are required to
report by exception
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 and the directors' report.
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 from 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
• 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 set out on page 12, 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 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
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 the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Independent Auditors' Report….continued
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. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an
understanding of the legal and regulatory frameworks within which
the company operates, focusing on those laws and regulations that
have a direct effect on the determination of material amounts and
disclosures in the financial statements. The laws and regulations
we considered in this context was the UK Companies Act and relevant
taxation legislation.
• We identified the
greatest risk of material impact on the financial statements from
irregularities, including fraud, to be the override of controls by
management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and
assessment of the risks of irregularities, sample testing on the
posting and basis of journals and sample testing all expenditure in
the period.
Because of the inherent limitations of an
audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial
statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities
is available on the Financial Reporting Council's website
at:https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for.
This description forms part of our auditor's report.
Other matters which we are required to
address
We were appointed by the board of directors on
12 January 2024 to audit the financial statements for the period
ending 30 September 2023. Our total uninterrupted period of
engagement is one year, covering the period ending 30 September
2023.
The non-audit services prohibited by the FRC's
Ethical Standard were not provided to the company and we remain
independent of the company in conducting our audit.
We communicate with those charged with
governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify
during our audit. Our audit opinion is consistent with the
additional report to the audit committee.
Independent Auditors' Report….continued
Use
of our report
This report is made solely to the company's
members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. 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 as a body, for our audit work, for this report, or for the
opinions we have formed.
Rakesh Chauhan
FCCA (Senior Statutory Auditor)
For and on behalf of:
Pointon Young Chartered Accountants, Statutory
Auditor
33 Ludgate Hill
Birmingham
B3
1EH
31 January 2024
Statement of Comprehensive Income
|
|
|
|
|
|
|
30 Sep 2023
£
|
30 Sep
2022
£
|
|
|
Note
|
|
|
|
Continuing operations
|
|
|
|
|
Administrative expenses
|
4
|
(171,906)
|
-
|
|
Warrant expense
|
6
|
(2,093,571)
|
|
|
Loss
before taxation
|
|
(2,265,477)
|
-
|
|
|
|
|
|
|
Taxation
|
3
|
-
|
-
|
|
|
|
|
|
|
Loss
for the year from continuing
operations
|
|
(2,265,477)
|
-
|
|
|
|
|
|
|
Other comprehensive income
|
|
-
|
-
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
(2,265,477)
|
-
|
|
Earnings per share
|
|
|
|
|
Basic earnings per share
(pence)
|
12
|
(8.5p)
|
-
|
|
Diluted earnings per share
(pence)
|
12
|
(1.2p)
|
-
|
The notes to these financial
statements on pages 27 to 37 form an
integral part of these financial
statements.
Statement of Financial
Position
Company
number: 13628478
|
|
|
|
|
|
|
30 Sep 2023
£
|
30 Sep
2022
£
|
|
ASSETS
|
Note
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
7
|
38,390
|
1
|
|
Cash and cash equivalents
|
|
677,622
|
-
|
|
Total Current Assets
|
|
716,012
|
-
|
|
Total Assets
|
|
716,012
|
1
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
8
|
67,917
|
-
|
|
Total Liabilities
|
|
67,917
|
-
|
|
|
|
|
|
|
Net
Assets
|
|
648,095
|
1
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
Share capital
|
9
|
820,001
|
1
|
|
Warrant Reserves
|
|
2,093,571
|
-
|
|
Retained earnings
|
|
(2,265,477)
|
-
|
|
Total Equity
|
|
648,095
|
1
|
The notes to these financial
statements on pages 27 to 37 form an
integral part of these financial statements.
These financial statements were
approved and authorised for issue by the Board of Directors on 31
January 2024 and signed on its behalf by:
Graeme Muir
Chairman
Statement of Changes in
Equity
|
COMPANY
|
Share
Capital
|
Share
premium
|
Warrant
Reserves
|
Retained
earnings
|
Total
shareholders'
equity
|
|
|
£
|
£
|
£
|
£
|
£
|
|
Balance at
1
October 2021
|
1
|
-
|
-
|
-
|
1
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
-
|
-
|
-
|
-
|
-
|
Balance at
30
September 2022
|
1
|
-
|
-
|
-
|
1
|
|
Total comprehensive income
|
-
|
-
|
-
|
(2,265,477)
|
(2,265,477)
|
|
Net equity issued
|
820,000
|
-
|
-
|
-
|
820,000
|
|
Share warrant expense
|
|
-
|
2,093,571
|
-
|
2,093,571
|
|
Balance at
30
September 2023
|
820,001
|
-
|
2,093,571
|
(2,265,477)
|
648,095
|
The notes to these financial
statements on pages 27 to 37 form an
integral part of these financial statements.
Statement of Cash Flows
|
|
|
|
|
|
Note
|
30 Sep 2023
£
|
30 Sep
2022
£
|
|
Cash
flows from operating activities
|
|
|
|
|
Loss for the year
|
|
(2,265,477)
|
-
|
|
|
|
|
|
|
(Increase)/decrease in
receivables
|
|
(38,389)
|
1
|
|
Increase/(decrease) in
payables
|
|
67,917
|
-
|
|
Net
cash used in operating activities
|
|
(2,235,949)
|
1
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Purchase of investment
|
|
-
|
-
|
|
Net
cash used in investing activities
|
|
-
|
-
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Share warrant expense
|
|
2,093,571
|
|
|
|
2,093,571
|
|
|
Issue of shares for cash, net of
costs
|
|
820,000
|
-
|
|
Net
cash from financing activities
|
|
2,913,571
|
-
|
|
|
|
|
|
|
Increase / (Decrease) in cash and cash
equivalents
|
|
677,622
|
-
|
|
Cash and cash equivalents at
beginning of the year
|
|
-
|
-
|
|
Cash
and cash equivalents at the end of the year
|
|
677,622
|
-
|
The notes to these financial
statements on pages 27 to 37 form an integral part of these
financial statements.
Notes to
the Financial Statements
1.
General information
Becket Invest Plc ('the Company' or
'Becket') is domiciled in England having
been incorporated on 17 September 2021 under the Companies Act with
registered number 13628478 as a public company limited by shares.
The Company's shares were admitted to a
Standard Listing and to trading on the Main Market of the London
Stock Exchange on 5 June 2023.
The principal accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been applied to all years presented,
unless otherwise stated below.
In the opinion of the Directors the
financial statements present fairly the financial position, and
results from operations and cash flows for the year in conformity with the generally
accepted accounting principles consistently applied.
2.
Accounting policies
The financial statements have
been prepared in
accordance with UK International Financial Reporting Standards (IFRS).
Basis
of preparation and going concern
The financial statements are
prepared on the going concern basis, under the historical cost
convention as modified for fair value accounting, if applicable.
The financial statements are presented in Pounds Sterling and have
been rounded to the nearest pound (£).
At 30 September 2023
the Company had cash resources of approximately
£677,622 which,
given the activities of the Company at the date of these financial
statements provided it with sufficient available resources to meet
all of its commitments for the next 12 months and, accordingly
these financial statements are prepared on a going concern
basis.
Cash and cash
equivalents
Cash and cash equivalents are
carried in the statement of financial position at cost and comprise
cash in hand, cash at bank, deposits held at call with banks, other
short-term highly liquid investments with original maturities of
three months or less. Bank overdrafts are included within
borrowings in current liabilities on the statement of financial
position. For the purposes of the statement of cash flows, cash and
cash equivalents also includes any bank overdrafts.
Income
taxation
Income taxes include all taxes based
upon the taxable profit of the company. Other taxes not based
on income such as property and capital taxes, are included within
operating expenses or financial expenses according to their
nature.
Deferred
taxation
Deferred income taxes are provided
in full, using the liability method, for all temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred income taxes
are determined using tax rates that have been enacted or
substantially enacted and are expected to apply when the related
deferred income tax asset is realised, or the related deferred
income tax liability is settled.
Notes to the Financial Statements…continued
The principal temporary differences
arise from depreciation or amortisation charged on assets and tax
losses carried forward. Deferred tax assets relating to the carry
forward of unused tax losses are recognised to the extent that it
is probable that future taxable profit will be available against
which the unused tax losses can be utilised.
Foreign
currencies
(i) Functional and presentational currency
The Directors consider GBP Pound
Sterling to be the Company's functional currency, therefore the
financial statements are presented in GBP Pound
Sterling.
(ii)
Transactions and balances
Foreign currency transactions are
translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the statement of comprehensive income.
Monetary assets and liabilities
denominated in foreign currencies are translated at the rates
ruling at the statement of financial position date. All differences
are taken to the statement of comprehensive income.
Financial
instruments
Financial assets
Basic financial assets, including
trade and other receivables and cash and bank balances, are
initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at
a market rate of interest. The Company currently has no financial
assets that are considered to be of a financing transaction
nature.
Financial assets are derecognised
when (a) the contractual rights to the cash flows from the asset
expire or are settled, or (b) substantially all the risks and
rewards of the ownership of the asset are transferred to another
party or (c) despite having retained some significant risks and
rewards of ownership, control of the asset has been transferred to
another party who has the practical ability to unilaterally sell
the asset to an unrelated third party without imposing additional
restrictions.
Investments
Investments are recognised at the
lower of cost or market value.
Notes to the Financial Statements…continued
Financial liabilities
Basic financial liabilities,
including trade and other payables, are initially recognised at
transaction price, unless the arrangement constitutes a financing
transaction, where the debt instrument is measured at the present
value of the future receipts discounted at a market rate of
interest. Debt instruments are subsequently carried at amortised
cost, using the effective interest rate method. Trade payables are
obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at transaction
price and subsequently measured at amortised cost using the
effective interest method.
Share
capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the increase of new
shares or options are shown in equity as a deduction from the proceeds.
Going concern
As at the year end the Company's
cash resources amounted to £677,622 and were deemed by the
Directors to be sufficient for the Company to continue as a going
concern.
Therefore, the Directors have
continued to adopt the going concern basis and have prepared a
cashflow forecast for the 12-month period supporting this
assumption.
Judgements and key sources of
estimation uncertainty
Classification of Share warrant instruments
The classification of the broker and
investor warrant instruments issued by the Company at the time of
admission to the London Stock Exchange was assessed in accordance
with IFRS 2, IFRS 9 and IAS 31. These warrants were assessed
as meeting the criteria to be classed as equity instruments and are
therefore accounted for as such in the financial statements being
an expense through the Statement of Comprehensive Income and an
equity reserve in the Statement of Financial Position.
The Company estimates the fair value
of the equity instruments at the grant date using the Black Scholes
Model in which the terms and conditions upon which those equity
instruments were granted are considered.
Notes to the Financial Statements…continued
Adoption of new and revised
standards and changes in accounting policies
The following new and amended
Standards and Interpretations have been issued but are effective
for the current financial year of the Company.
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Reference to the Conceptual Framework
Updates certain references without
changing the accounting requirements for business
combinations
|
1 January
2022
|
|
Amendments to IFRS 3
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Onerous Contracts: Cost of fulfilling a
contract
Specifies which costs to include
when assessing whether a contract will be loss-making
|
1 January
2022
|
|
Amendments to IAS 37
|
|
In the current year, the Company has applied a number
of amendments to Standards and Interpretations issued by the IASB
that are effective for an annual period that begins on or after 1
October 2022. These have not had any material impact on the amounts
reported for the period under review or prior years.
Standards which are in issue
but not yet effective
At the date of authorisation of
these financial statements, the Company has not early adopted the
following amendments to Standards and Interpretations that have
been issued but are not yet effective:
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Insurance contracts
Replaces IFRS 4, which permits a
wide variety of practices in accounting for insurance
contracts
The Company have no insurance
contracts
|
1 January
2023
|
|
Amendments to IFRS 17
|
|
|
|
|
Notes to the Financial Statements…continued
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Practice statement 2 and IAS 8
Aims to improve distinguishing
between changes in accounting estimates and changes in accounting
policies
|
1 January
2023
|
|
Narrow scope amendments to IAS
1
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Deferred tax related to assets and liabilities arising from a
single transaction
Recognise deferred tax that gives
rise to equal amounts of taxable and deductible temporary
differences
|
1 January
2023
|
|
Amendment to IAS 12
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Non-current liabilities with
covenants
Replaces IFRS 4, which permits a
wide variety of practices in accounting for insurance
contracts
|
1 January
2023
|
|
Amendments to IAS 1
|
|
Adoption of new and revised
standards and changes in accounting policies
As yet, none of these have been
endorsed for use in the UK and will not be adopted until such time
as endorsement in confirmed. The Directors do not expect any
material impact as a result of adopting the standards and
amendments listed above in the financial year they become
effective.
From 1 October 2022 the Company has
applied UK-adopted IAS. At the date of application, both UK-adopted
IAS and EU-adopted IFRS are the same.
Notes to the Financial Statements…continued
3.
Taxation
|
|
|
2023
£
|
2022
£
|
|
UK Corporation tax
|
|
-
|
-
|
|
Deferred tax
|
|
-
|
-
|
|
Total tax charge
|
|
-
|
-
|
|
The tax
charge can be
reconciled to the profit for the year as follows:
Loss for
the year
|
|
(2,265,477)
|
-
|
|
Tax
at the standard rate of UK corporation tax of 25%* (2022: 19%)
|
|
(513,749)
|
-
|
|
Tax reconciliation:
Loss for the year
Disallowed expenses:
Losses carried forward
|
|
(2,265,477)
21,330
2,244,147
|
-
-
-
|
|
Total tax charge
|
|
-
|
-
|
As at 30 September 2023 the Company
had unused tax losses of £2,244,147 (2022:
£Nil) available for offset against future profits. The deferred tax
asset relating to these losses is not provided for due to the
uncertainty over the timing of any future profits. 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. *Including marginal relief of £15,157.
4. Loss for
year
|
|
2023
£
|
2022
£
|
|
The Company's loss from continuing
operations is stated after charging/(crediting):
|
|
|
|
Auditor remuneration - audit of
these financial statements
|
18,900
|
-
|
|
Accounting
|
15,000
|
-
|
|
Directors' remuneration
|
45,500
|
-
|
|
General expenses
|
40,656
|
-
|
|
Legal fees
|
8,423
|
-
|
|
Professional fees including co-sec
& bookkeeping
|
10,320
|
-
|
|
Stock Exchange & FCA fees
including share registrar fees
|
33,107
|
-
|
|
|
|
|
|
Loss
|
171,906
|
-
|
Notes to the Financial Statements…continued
5. Staff Costs
(including Directors)
Key management of the Company are
considered to be the Directors of the Company and their accrued
remuneration was as follows:
|
|
2023
£
|
2022
£
|
|
Graeme Muir (Appointed 5 July
2023)
|
10,000
|
-
|
|
Thomas Furlong (Appointed 1
September 2023, resigned 1 December 2023)
|
2,500
|
-
|
|
Martin Lampshire (Resigned 6 October
2023)
|
15,000
|
-
|
|
John Taylor (Resigned 31 July
2023)
|
18,000
|
-
|
|
Closing balance
|
45,500
|
-
|
The key management personnel are
considered to be the Directors.
The average monthly number of
employees, including the directors, during the year was as
follows:
The Company had no other
employees.
6. Share
Warrant Reserve
The Company issued warrants to
investors and their broker on admission to the Main Market of the
London Stock Exchange on 5 June 2023. Each warrant gives the
warrant holder the right to subscribe to one ordinary share at a
price of £0.15 per share and will expire on 4 June 2028. Details of
the number of warrants and the weighted average exercise price
(WAEP) outstanding during the year are set out below.
During the year, the Company
recognised a total warrant expense of £2,093,571 (2022: £Nil). The
fair value of warrants granted is calculated using a Black-Scholes
pricing model. The model is internationally recognised as being
appropriate to value warrants. The total number of warrants
outstanding at 30 September 2023 were 168,100,000 (2022:
Nil).
Notes to the Financial Statements…continued
The fair value is estimated as at
the issue date using a Black-Scholes model, considering the terms
and conditions upon which the options were granted. The
following table lists the inputs to the model.
|
Grant date
|
5
June 2023
|
|
Exercise price (pence)
|
0.015p
|
|
Number of warrants
|
168,100,000
|
|
Volatility
|
59.9%
|
|
Risk free interest (%)
|
4.573%
|
|
Dividend yield
|
0.0%
|
|
Time to expiration at date of grant
(i.e. life of warrants) in years
|
5
|
7. Trade and
other receivables
|
|
|
|
2023
£
|
2022
£
|
|
Prepayments
|
|
|
13,721
|
-
|
|
Sundry debtors
|
|
|
24,669
|
-
|
|
Closing balance
|
|
|
38,390
|
-
|
The Directors consider that the
carrying amount of other receivables is approximately equal to
their fair value.
8. Trade and
other payables
|
|
|
|
2023
£
|
2022
£
|
|
Trade payables
|
|
|
19,854
|
-
|
|
Accruals
|
|
|
48,063
|
-
|
|
Closing balance
|
|
|
67,917
|
-
|
The Directors consider that the
carrying amount of trade payables approximates to their fair
value.
Notes to the Financial Statements…continued
9. Share
capital
|
|
|
|
2023
£
|
2022
£
|
|
Allotted, called up and fully paid
share capital
|
820,001
|
1
|
Movements in
Equity
|
|
|
Number of shares in
issue
|
|
Opening
balance of Ordinary Shares in issue of £0.01 each
|
1
|
|
Shares
issued in year
|
820,000
|
|
Closing
balance of Ordinary Shares in issue of £0.01 each
|
820,001
|
The Company has one class of
ordinary shares which carry no right to fixed income.
|
Share Capital
|
|
|
2023
£
|
2022
£
|
|
Cost b/f
|
1
|
1
|
|
Shares issued in year
|
820,000
|
-
|
|
|
820,001
|
1
|
Ordinary shares
All shares rank equally with regard
to the Company's residual assets. The holders of ordinary
shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per share at meetings of the
company.
Share Premium
Represents excess paid above nominal
value on historical shares issued.
Share Warrant Reserve
This represents the amounts charged
on share warrants that have been granted to investors and
brokers. See Note 6.
Notes to the Financial Statements…continued
10. Financial
instruments
Interest rate risk
The
Company's exposure to interest rate
risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates on classes of financial assets and
financial liabilities, was as follows:
|
|
|
|
Floating interest
rate
2023
£
|
Floating
interest rate
2022
£
|
|
Financial assets
|
|
|
38,390
|
-
|
|
Financial liabilities
|
|
|
(67,917)
|
-
|
|
Cash
|
|
|
677,622
|
1
|
|
|
|
|
648,095
|
1
|
The net fair
value of financial
assets and financial liabilities
approximates to
their carrying amount as disclosed in the
statement
of financial position and in the related notes.
Financial risk management
The Directors recognise that this is
an area in which they may need to develop specific policies should
the Company become exposed to further financial risks as the
business develops.
Capital risk management
The Company considers capital to be
its equity reserves. At the current stage of the Company's life
cycle, the Company's objective in managing its capital is to ensure
funds raised meet the Company's working capital
commitments.
Credit risk management
With respect to credit risk arising
from financial assets of the Company, which comprise cash and cash
equivalents held in financial institutions, the Company are deemed
to be at low credit risk.
Liquidity risk
The Company manages liquidity risk
by maintaining adequate banking facilities and no current borrowing
facilities. The Company continuously monitor forecasts and
actual cash flows, matching the maturity profiles of financial
assets and liabilities and future capital and operating
comments. The Directors' consider the Company to have
adequate current assets and forecast cash from operations to manage
liquidity risks arising from current and non-current
liabilities.
Notes to the Financial Statements…continued
11. Related party
transactions
There were no related party
transactions during the year under review apart from the
following:
Martin Lampshire, received directors
emoluments of £15,000 during the financial year, is a consultant of
Peterhouse Capital Limited. Peterhouse Capital hold 4,155,200
ordinary shares in the Company, approximately 5.07% of the
shareholdings at year end and was issued 4,100,000 share warrants
for an exercise price of £0.015 from the Company as part of the
listing on the London Stock Exchange, see details in Note 6.
Flare Capital Limited, a company under common directorship as
Peterhouse Capital Limited, purchased 9,414,290 (11.48%) shares in
the Company during the year and held them at year
end.
Graeme Muir and James Crossley are
directors of BPM Trading Limited, who is a significant shareholder
of the Company holding 62,844,800 shares (76.64%), received
directors emoluments of £10,000 and £Nil respectively. James
Crossley was appointed as director of the Company on 1 December
2023 after the balance sheet date.
12. Earnings per
share
Earnings per share is calculated by
dividing the loss for the year attributable to ordinary equity
shareholders of the parent by the number of ordinary shares
outstanding during the year.
During the year the calculation was
based on the loss before tax for the year of £0.085 (2022: £Nil)
divided by the weighted number of ordinary shares £0.012 (2022:
£Nil).
13. Events after the year
end date
There are no significant events to
report after the year end date apart from Martin Lampshire resigned
as director of the Company on 6 October 2023 and received £9,000 in
lieu of notice. Thomas Furlong resigned on 1 December 2023
and on the same date James Crossley was appointed.
14. Contingent
liability
The Company intends to pay its
corporate broker, Peterhouse Capital Limited, a success fee as part
of its remuneration for its role in the Company listing on the
standard listing segment of the official list and admission to
trading on the main market of the London Stock Exchange. The
success fee is subject to the Company completing a Reverse Takeover
following admission. The aggregate amount of the success fee
will be the lower of (a) £100,000 or (b) 1% of the aggregate
consideration payable in connection with the Acquisition and the
gross proceeds of any fundraising associated with such
Acquisition. As the success fee is contingent upon a Reverse
Takeover taking place, the arrangement is deemed to be a contingent
liability and disclosed as such.