REG - Ashington Innovation - Annual Report
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RNS Number : 7130G Ashington Innovation PLC 30 April 2025
Registered number: 12758732
ASHINGTON INNOVATION PLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ASHINGTON INNOVATION PLC
COMPANY INFORMATION
Directors P E Presland
J Smart
G Duthie
D D Nauth
R J Paolone
Company secretary MSP Corporate Services
Registered number 12758732
Registered office 27/28 Eastcastle Street
London
W1W 8DH
Independent auditor MHA
Building 4
Foundation Park
Roxborough Way
Maidenhead
SL6 3UD
Accountants Venthams Ltd
Millhouse
32‑38 East Street
Rochford
Essex
SS4 1DB
Legal advisers Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
ASHINGTON INNOVATION PLC
CONTENTS
Page
Strategic report 1 - 3
Governance report 4 - 5
Directors' report 6 - 8
Directors' remuneration report 9 - 10
Directors' responsibilities statement 11
Independent auditor's report 12 - 17
Statement of comprehensive income 18
Statement of financial position 19
Statement of changes in equity 20
Statement of cash flows 21
Notes to the financial statements 22 - 35
ASHINGTON INNOVATION PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
ASHINGTON INNOVATION PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors present their report and financial statements for the year ended
31 December 2024.
Business review
Ashington Innovation PLC is a Special Purpose Acquisition Company (SPAC). On
the 06 June 2023 the Company obtained FCA approval for the listing of its
shares on the Main Market of the London Stock Exchange, Standard Segment. The
Company also obtained a dual listing on the Frankfurt Stock Exchange in August
2023. Following changes to the Listing rules, the Company is listed in the
Shell Companies (Equity Shares) Category.
The Company's objective is to generate an attractive rate of return for
shareholders, predominantly through capital appreciation, by taking advantage
of opportunities to acquire companies or businesses in the technology sector
and to operate those that it acquires. The Directors are responsible for
carrying out this objective, implementing the Company's business strategy and
conducting its overall supervision.
During the year under review, the Company did enter non-binding Heads of Terms
to make its first acquisition, but the Directors decided ultimately not to
proceed with it. As at the date of this Annual Report, the Company has not
identified any other specific acquisition targets into which negotiations have
been entered. The Company continues to actively seek a suitable acquisition
target and the intention remains to acquire a controlling interest in target
business(es) or company(ies). The Directors consider the potential vendors of
target companies or businesses will be attracted by the opportunity to hold an
interest in a London listed company with access to capital markets, M&A
expertise and the corporate governance experience to manage and develop a
quoted business.
Whilst the Company continues to review a broad range of acquisition
opportunities, once the Company carries out an acquisition in a specific
sector, it intends to focus its activities on that sector and to build its
strategy in that sector. The Directors' intention is to create a trading
business and the Company may seek to simultaneously acquire more than one
business that has complementary people and technology in order to create one
larger company, but the Directors do not intend the enlarged group to become a
holding company for projects in multiple sectors or to become an investment
entity. The Company will not, therefore, be pursuing a strategy or policy of
diversification and spreading risk in its acquisitions.
While the Company pursues its long-term strategy to seek an acquisition
target, it nevertheless needs to fund the overheads associated with
maintaining its status as a listed company. To that end, on 02 August 2024 the
Company raised additional finance through an issue of 10,000,000 Ordinary
£0.01 shares at a premium of £0.01 per share and a further issue of 2
Ordinary £0.01 shares at nominal value.
Environmental Responsibility
The Board of Directors believe that any matters related to environmental
responsibility are not currently applicable as there are no operating
activities. Nevertheless, the Board of Directors recognises the importance of
environmental responsibility and will always comply with local regulatory
environmental requirements in the event where future operational activities
occur.
Social, community and human rights responsibility
The Board of Directors recognise the responsibility towards partners,
suppliers, investors, lenders and the local community in which future
operational activities will take place.
Currently the Company has no employees other than Directors. All Directors of
the Company are male.
ASHINGTON INNOVATION PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
ASHINGTON INNOVATION PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
The Company is a relatively new entity with a limited operating history.
Despite no acquisition yet having been completed, the Company has, of
necessity, incurred expenditure and therefore the only current key performance
indicator is the expenditure incurred for the period. The Directors operate a
strict control of overhead costs.
Principal risks and uncertainties
The Company operates in an uncertain environment and is therefore subject to a
number of different risk factors. The Directors have performed an assessment
of the different risks and consider the following risk factors to be the most
relevant to the Company.
Transaction risk
The Company has limited cash resources which will diminish over time owing to
the Company's on-going operating costs, particularly in the period before an
acquisition is completed. The Company may be unable to obtain sufficient
financing, if required, to complete an acquisition or to fund the target's
operations or may not be able to obtain such financing on terms acceptable to
the Company.
In addition, the Company is dependent on the Directors to identify suitable
acquisition opportunities. Whilst the Directors have considerable relevant
experience of acquiring companies, businesses and assets in the nature of
those that the Company will seek to acquire, there is a risk that the
Directors may not be able to source suitable targets or execute an
acquisition, and that any targets identified may not fully align with the
Company's objectives and business plans.
Economic uncertainties
The global financial markets are experiencing continued volatility and
geopolitical issues and tensions continue to arise. Many countries have
continued to experience recession or negligible growth rates, which have had,
and may continue to have, an adverse effect on consumer and business
confidence. The resulting low consumer and business confidence has led to low
levels of demand for many products across a wide variety of industries. The
Company cannot predict the severity or extent of these recessions and/or
periods of slow growth. Accordingly, the Company's estimate of the results of
operations, financial condition and prospects of an acquisition target will be
uncertain and may be adversely impacted by unfavourable general global,
regional and national macroeconomic conditions.
Going Concern
As at 31 December 2024, the Company had cash at bank of £185,810 but made a
loss for the year ended at that date of £268,558 and has an accumulated
deficit on the statement of comprehensive income of £1,542,082. The Company
was established as a Special Purpose Acquisition Company and, as such is
unlikely to make any profit until the completion of a suitable acquisition.
During the year, the Company raised £199,990 net of costs through the issue
of new Ordinary shares to new investors, but further funding is required under
the Company's long-term plan to continue to seek acquisition candidates, and
the Company plans to raise significant further equity capital either from
existing or new investors. However, the plans to raise additional equity
capital from existing and new shareholders, and the successful completion of a
suitable acquisition are matters that are not entirely within the control of
the Directors, and represent material uncertainties regarding the Company's
ability to continue as a going concern.
The Directors have a reasonable expectation that the Company has adequate
resources or access to further capital to continue in operational existence
for the foreseeable future and for this reason will continue to adopt the
going concern basis in the preparation of its financial statements.
As referred to in Accounting Policy 2.2 Going Concern, the Directors believe
that the adoption of the going concern basis of accounting is appropriate.
Accordingly, the accompanying financial statements do not include any
adjustments that would be required if they were not prepared on a going
concern basis.
Other key performance indicators
As explained above, the Company is still seeking a suitable acquisition and
this remains the primary focus of the Directors, who do not consider there to
be any other key performance indicators at present. The Directors believe
that, having regard to the nature of the Company's business, there is no
information relating to environmental and employee matters that are considered
key non-financial performance indicators.
Directors' statement of compliance with duty to promote the success of the
Company
During the year, the Directors have acted to promote the success of the
Company for the benefit of its members as a whole. While discharging their
duties, section 172 (1) requires the Directors to have regard to, amongst
other matters, the;
‑ Likely long‑term consequences of decisions
‑ Business relationships with suppliers
‑ Impact on the community and environment
‑ Reputation for high standard of business conduct
‑ Need to act fairly between members of the Company
The Directors are responsible for the Company's objectives and business
strategy and its overall supervision. Acquisition, divestment, and other
strategic decisions will all be considered and determined by the Directors.
The Directors have focussed long-term strategic objectives and therefore are
clear on the potential long-term consequences of not meeting these objectives.
The Directors have good working relationships with existing suppliers, and
through their considerable combined experience and high standards of business
conduct they will continue to foster the existing and new relationships with
suppliers, members and the wider community in order to continue to promote the
success of the Company.
The Directors have and will continue to provide leadership within a framework
of appropriate and effective controls. The Directors operate and monitor the
corporate governance values of the Company and have overall responsibility for
setting the Company's strategic aims, defining the business objective,
managing the financial and operational resources of the Company, and reviewing
the performance of the officers and management of the Company's business both
prior to and following an acquisition.
This report was approved by the board and signed on its behalf.
P E Presland
Director
28/04/2025
ASHINGTON INNOVATION PLC
GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is committed to high standards of Corporate Governance and is
headed by an effective Board which is collectively responsible for the
long-term success of the Company.
As a company with a London Stock Exchange Main Market, Shell Companies (Equity
Shares) Category Listing, the Company is not required to comply with the
provisions of the UK Corporate Governance Code. However, in the interests of
observing best practice on corporate governance, the Company intends to comply
with the provisions of the UK Corporate Governance Code (as published by the
Financial Reporting Council) insofar as is appropriate having regard to the
size and nature of the Company and the size and composition of the Board,
except that:
• given the size of the Board and the Company's current non-operational
status, the Company does not comply with certain provisions of the UK
Corporate Governance Code (in particular the provisions relating to the
composition of the Board and the division of responsibilities between the
Chairman and Chief Executive and executive compensation), as the Board
considers these provisions to be inapplicable to the Company at its current
stage;
• until an acquisition is made, the Company will not have separate audit and
risk, nomination or remuneration committees and no remuneration consultant
will be appointed. The Board as a whole will instead review audit and risk
matters, as well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the interests of
shareholders and the performance of the Company, and will take responsibility
for the appointment of auditors and payment of their audit fee, monitor and
review the integrity of the Company's financial statements and take
responsibility for any formal announcements on the Company's financial
performance and other matters requiring announcement. Following the completion
of an acquisition, the Board intends to put in place audit and risk,
nomination and remuneration committees so that the Company complies with these
provisions;
• the UK Corporate Governance Code recommends the submission of all
Directors for re-election at regular intervals. None of the Directors will be
required to be submitted for re-election until the first annual general
meeting of the Company following an acquisition; and
• the Company does comply with the provision of the UK Corporate Governance
Code in that at least half of the Board, excluding the Chairman, should
comprise non-executive directors determined by the Board to be independent.
The Board considers Messrs Duthie, Nauth and Paolone to be independent
non-executive directors. However, the Company has not appointed a senior
independent director. The Company intends to appoint additional independent
non-executive directors, including a senior independent director, following an
acquisition so that the Company complies with these provisions.
Leadership
The Company is headed by an effective Board which is collectively responsible
for the long-term success of the Company. The Board sets the Company's
strategy, ensuring that the necessary resources are in place to achieve the
agreed strategic priorities, and reviews financial performance. It is
accountable to shareholders for the creation and delivery of strong,
sustainable financial performance and long-term shareholder value. To achieve
this, the Board directs and monitors the Company's affairs within a framework
of controls which enable risk to be assessed and managed effectively. The
Board also has responsibility for setting the Company's core values and
standards of business conduct and for ensuring that these, together with the
Company's obligations to its stakeholders, are widely understood throughout
the Company.
During the year the Board has met to carry out its statutory duties and
outside of scheduled meetings, the Directors maintain frequent contact to
discuss many aspects of the Company, including, but not limited to, risks and
opportunities, new appointments, responsibilities, governance, strategy and a
review of its own performance.
ASHINGTON INNOVATION PLC
GOVERNANCE REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Diversity
The Company has not adopted a formal policy on diversity; however, it is
committed to a culture of equal opportunities for all, regardless of age, race
or gender. The board is currently made up of 5 male directors and there are no
other employees in the Company.
Risk management
The Board regularly discusses the principal risks to the business and any
emerging risks which they have become aware of and to ensure all parties are
aware of their areas of responsibility and to remain fully informed on the
Company's operations. The Company's primary objective of financial risk
management is to ensure financial stability through the identification and
assessment of financial risks and developing suitable methods and controls to
mitigate these risks. The Board maintains the expectation that the Company
will continue in operation as detailed in accounting policy 2.2 Going Concern
on page 22 of the financial statements.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long term value. In
order to accomplish this, the Board keeps a number of channels of
communication open to better understand the views of the shareholders. Open
and transparent communication with shareholders is given high priority. All
Directors are kept aware of changes in major shareholders in the Company and
are available to meet with shareholders who have specific interests or
concerns. Regular updates to record news in relation to the Company and the
status of its activities are released on the London Stock Exchange website.
The Directors are available to meet with institutional shareholders to discuss
any issues and gain an understanding of the Company's business, its strategies
and governance.
The Company has adopted Market Abuse Regulation (MAR) compliant policies
regarding Directors' dealings that prohibit insider dealing, unlawful
disclosure and market manipulation, and provisions to prevent and detect
these.
The Company will not seek shareholder approval at a general meeting in respect
of an acquisition, unless required to do so for the purposes of facilitating
the financing arrangements or for other legal or regulatory reasons.
This report was approved by the board and signed on its behalf.
PEPresland
Director
28/04/2025
ASHINGTON INNOVATION PLC
GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is committed to high standards of Corporate Governance and is
headed by an effective Board which is collectively responsible for the
long-term success of the Company.
As a company with a London Stock Exchange Main Market, Shell Companies (Equity
Shares) Category Listing, the Company is not required to comply with the
provisions of the UK Corporate Governance Code. However, in the interests of
observing best practice on corporate governance, the Company intends to comply
with the provisions of the UK Corporate Governance Code (as published by the
Financial Reporting Council) insofar as is appropriate having regard to the
size and nature of the Company and the size and composition of the Board,
except that:
• given the size of the Board and the Company's current non-operational
status, the Company does not comply with certain provisions of the UK
Corporate Governance Code (in particular the provisions relating to the
composition of the Board and the division of responsibilities between the
Chairman and Chief Executive and executive compensation), as the Board
considers these provisions to be inapplicable to the Company at its current
stage;
• until an acquisition is made, the Company will not have separate audit and
risk, nomination or remuneration committees and no remuneration consultant
will be appointed. The Board as a whole will instead review audit and risk
matters, as well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the interests of
shareholders and the performance of the Company, and will take responsibility
for the appointment of auditors and payment of their audit fee, monitor and
review the integrity of the Company's financial statements and take
responsibility for any formal announcements on the Company's financial
performance and other matters requiring announcement. Following the completion
of an acquisition, the Board intends to put in place audit and risk,
nomination and remuneration committees so that the Company complies with these
provisions;
• the UK Corporate Governance Code recommends the submission of all
Directors for re-election at regular intervals. None of the Directors will be
required to be submitted for re-election until the first annual general
meeting of the Company following an acquisition; and
• the Company does comply with the provision of the UK Corporate Governance
Code in that at least half of the Board, excluding the Chairman, should
comprise non-executive directors determined by the Board to be independent.
The Board considers Messrs Duthie, Nauth and Paolone to be independent
non-executive directors. However, the Company has not appointed a senior
independent director. The Company intends to appoint additional independent
non-executive directors, including a senior independent director, following an
acquisition so that the Company complies with these provisions.
Leadership
The Company is headed by an effective Board which is collectively responsible
for the long-term success of the Company. The Board sets the Company's
strategy, ensuring that the necessary resources are in place to achieve the
agreed strategic priorities, and reviews financial performance. It is
accountable to shareholders for the creation and delivery of strong,
sustainable financial performance and long-term shareholder value. To achieve
this, the Board directs and monitors the Company's affairs within a framework
of controls which enable risk to be assessed and managed effectively. The
Board also has responsibility for setting the Company's core values and
standards of business conduct and for ensuring that these, together with the
Company's obligations to its stakeholders, are widely understood throughout
the Company.
During the year the Board has met to carry out its statutory duties and
outside of scheduled meetings, the Directors maintain frequent contact to
discuss many aspects of the Company, including, but not limited to, risks and
opportunities, new appointments, responsibilities, governance, strategy and a
review of its own performance.
ASHINGTON INNOVATION PLC
GOVERNANCE REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Diversity
The Company has not adopted a formal policy on diversity; however, it is
committed to a culture of equal opportunities for all, regardless of age, race
or gender. The board is currently made up of 5 male directors and there are no
other employees in the Company.
Risk management
The Board regularly discusses the principal risks to the business and any
emerging risks which they have become aware of and to ensure all parties are
aware of their areas of responsibility and to remain fully informed on the
Company's operations. The Company's primary objective of financial risk
management is to ensure financial stability through the identification and
assessment of financial risks and developing suitable methods and controls to
mitigate these risks. The Board maintains the expectation that the Company
will continue in operation as detailed in accounting policy 2.2 Going Concern
on page 22 of the financial statements.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long term value. In
order to accomplish this, the Board keeps a number of channels of
communication open to better understand the views of the shareholders. Open
and transparent communication with shareholders is given high priority. All
Directors are kept aware of changes in major shareholders in the Company and
are available to meet with shareholders who have specific interests or
concerns. Regular updates to record news in relation to the Company and the
status of its activities are released on the London Stock Exchange website.
The Directors are available to meet with institutional shareholders to discuss
any issues and gain an understanding of the Company's business, its strategies
and governance.
The Company has adopted Market Abuse Regulation (MAR) compliant policies
regarding Directors' dealings that prohibit insider dealing, unlawful
disclosure and market manipulation, and provisions to prevent and detect
these.
The Company will not seek shareholder approval at a general meeting in respect
of an acquisition, unless required to do so for the purposes of facilitating
the financing arrangements or for other legal or regulatory reasons.
This report was approved by the board and signed on its behalf.
P E Presland
Director
28/04/2025
ASHINGTON INNOVATION PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year
ended 31 December 2024.
Principal activity
The principal activity of the Company is that of a Special Purpose Acquisition
Company.
Results and dividends
The loss for the year, after taxation, amounted to £268,558 (2023 ‑ loss
for the 17-month period amounted to £878,218).
The directors have not recommended a dividend in respect of the current year
and no dividend was recommended or declared in the prior year.
Political contributions
The Company made no political contributions in respect of the current year and
none were made in respect of the prior period.
Directors
The Directors who served during the year were:
P E Presland
J Smart
G Duthie
D D Nauth
R J Paolone
Directors' indemnities and liability insurance
The Company maintains liability insurance for its Directors and Officers. The
Company has also granted indemnities to the extent permitted by law to each
of the Directors. These indemnities are uncapped in amount in relation to
certain losses and liabilities which they may incur to third parties in the
course of acting as a Director or Officer of the Company. Neither the
indemnity, nor insurance cover provides cover in the event a Director or
Officer is proved to have acted fraudulently or dishonestly. The indemnity is
categorised as a 'qualifying third-party indemnity' for the purposes of the
Companies Act 2006 and will continue in force for the benefit of Directors
and Officers on an ongoing basis.
Share Capital
Ashington Innovation Plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 12758732. Details
of the Company's issued share capital, together with details of movements
during the year, are shown in Note 10. The Company has one class of Ordinary
shares and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
ASHINGTON INNOVATION PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
At 31 May 2023 the Company entered into an arrangement to issue warrants to
senior management, including some Directors. The fair value of the warrants
issued to Directors was as follows;
Director Fair Value of Warrants at 31 December 2024
£
Jason Smart £184,370
Peter Presland £1,400
Total £185,770
The total fair value of all warrants issued, including those issued to
Directors above, was £195,851 at 31 December 2024, as included in Note 14 to
the financial statements.
The number of unissued shares that the warrants would take up is not known.
Significant Shareholders
As at 31 December 2024, so far as the Directors are aware, the parties (other
than Directors) who are directly or indirectly interested in 3% or more of the
nominal value of the Company's share capital are as follows:
Shareholder Number of Ordinary Shares Percentage of Issued Share Capital
Mr Mohammed Bakhashwain 7,833,333 10.79%
Jamal Adderley 5,000,000 6.89%
Heptagon Investments 5,000,000 6.89%
Bank of New York Nominees Limited 3,333,333 4.59%
Platform Securities Nominees 3,333,333 4.59%
CGWL Nominees Limited 3,333,333 4.59%
The Directors who directly or indirectly have an interest in the share capital
of the Company are shown in the Directors' Remuneration Report on page 9.
Future developments
The Company maintains liability insurance for its Directors and Officers. The
Company has also granted indemnities to the extent permitted by law to each
of the Directors. These indemnities are uncapped in amount in relation to
certain losses and liabilities which they may incur to third parties in the
course of acting as a Director or Officer of the Company. Neither the
indemnity, nor insurance cover provides cover in the event a Director or
Officer is proved to have acted fraudulently or dishonestly. The indemnity is
categorised as a 'qualifying third-party indemnity' for the purposes of the
Companies Act 2006 and will continue in force for the benefit of Directors
and Officers on an ongoing basis.
Share Capital
Ashington Innovation Plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 12758732. Details
of the Company's issued share capital, together with details of movements
during the year, are shown in Note 10. The Company has one class of Ordinary
shares and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
ASHINGTON INNOVATION PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
At 31 May 2023 the Company entered into an arrangement to issue warrants to
senior management, including some Directors. The fair value of the warrants
issued to Directors was as follows;
Director Fair Value of Warrants at 31 December 2024
£
Jason Smart £184,370
Peter Presland £1,400
Total £185,770
The total fair value of all warrants issued, including those issued to
Directors above, was £195,851 at 31 December 2024, as included in Note 14 to
the financial statements.
The number of unissued shares that the warrants would take up is not known.
Significant Shareholders
As at 31 December 2024, so far as the Directors are aware, the parties (other
than Directors) who are directly or indirectly interested in 3% or more of the
nominal value of the Company's share capital are as follows:
Shareholder Number of Ordinary Shares Percentage of Issued Share Capital
Mr Mohammed Bakhashwain 7,833,333 10.79%
Jamal Adderley 5,000,000 6.89%
Heptagon Investments 5,000,000 6.89%
Bank of New York Nominees Limited 3,333,333 4.59%
Platform Securities Nominees 3,333,333 4.59%
CGWL Nominees Limited 3,333,333 4.59%
The Directors who directly or indirectly have an interest in the share capital
of the Company are shown in the Directors' Remuneration Report on page 9.
Future developments
As referred to in the Strategic Report, the Company, following the successful
listing of its shares on the Main Market of the London Stock Exchange, is
actively looking for suitable acquisition targets.
Disclosure of information to auditor
Each of the persons who are Directors at the time when this directors' report
is approved has confirmed that:
· so far as the director is aware, there is no relevant
audit information of which the Company's auditor is unaware, and
· the director has taken all the steps that ought to have
been taken as a director in order to be aware of any relevant audit
information and to establish that the Company's auditor is aware of that
information.
Greenhouse gas emissions, energy consumption and energy efficiency
As the Company has not completed its first acquisition and has only five
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture. However, the Company will continue to review this
position as it executes its investment and acquisition strategy.
Post year end events
As the Company has not completed its first acquisition and has only five
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture. However, the Company will continue to review this
position as it executes its investment and acquisition strategy.
Post year end events
There have been no significant events affecting the Company since the year
end.
Auditors
As the Company has not completed its first acquisition and has only five
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture. However, the Company will continue to review this
position as it executes its investment and acquisition strategy.
Post year end events
There have been no significant events affecting the Company since the year
end.
Auditors
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson
LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an
audit registration with the engagement transitioning to MHA Audit Services
LLP. The independent auditor, MHA, will be proposed for reappointment at the
forthcoming Annual General Meeting.
This report was approved by the board and signed on its behalf.
P E Presland
Director
28/04/2025
ASHINGTON INNOVATION PLC
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The information included in this report is not subject to audit other than
where specifically indicated.
Remuneration Committee
The Company does not have an appointed Remuneration Committee, although the
Board intends to put one in place following the completion of an acquisition.
The Board as a whole will instead review the Directors' fees, taking into
account the interests of shareholders and the performance of the Company, and
will take responsibility for determining appropriate remuneration for the
Directors.
The remuneration policy
Of the Directors who served during the year, as listed on page 6 of the
Directors' Report, there were the following agreements in place.
An agreement with Mr Presland, pursuant to which Mr Presland was appointed as
a non-executive director and chairman of the Company for an annual fee of
£18,000, payable monthly in arrears. The appointment is for an initial term
of 36 months and is terminable on six months' notice on either side. No
compensation is payable for loss of office and the appointment may be
terminated immediately if, among other things, Mr Presland is in material
breach of the terms of the appointment.
An agreement with Mr Smart, pursuant to which Mr Smart was appointed as a
non-executive director of the Company, although initially Mr Smart will not be
remunerated. The appointment is for an initial term of 36 months and is
terminable on six months' notice on either side. No compensation is payable
for loss of office and the appointment may be terminated immediately if, among
other things, Mr Smart is in material breach of the terms of the appointment.
Company performance graph
The Directors have considered the requirement for a 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 recently became listed and is
currently incurring losses as it seeks a suitable acquisition target. In
addition, the remuneration of the Directors is not currently linked to
performance and therefore the Company does not consider the inclusion of a
performance graph would be useful to the shareholders at the current time.
Statement of Directors' shareholding and share interests (audited)
Of the Directors, as listed on page 6 of the Director Report, who served
during the year, those with an interest in the Ordinary Shares of the Company,
either directly in their name or indirectly through a nominee company, are as
follows:
Shareholder Number of Ordinary Shares Percentage of Issued Share Capital
Jason Smart 29,731,233 40.95%
Grant Duthie 833,333 1.15%
Peter Presland 166,697 0.23%
ASHINGTON INNOVATION PLC
DIRECTORS' REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no changes in the Directors' share interests since the year
end.
Directors' emoluments (audited)
Remuneration paid to Directors during the year ended 31 December 2024 was as
follows;
Director Salary Fees for Director services Pension contribution Share based payments Payment in lieu of notice Total
£
£ £ £ £ £
Peter Presland £18,000 £18,000
TOTAL £18,000 £nil £nil £nil £nil £18,000
Remuneration paid to Directors during the 17-month period ended 31 December
2023 was as follows;
Director Salary Fees for Director services Pension contribution Share based payments £* Payment in lieu of notice Total
£
£ £ £ £
Jason Smart £184,770 £184,770
Peter Presland £24,000 £1,400 £25,400
Chris Disspain £22,500 £1,400 £23,900
Jason Drummond £27,000 £9,000 £36,000
TOTAL £24,000 £27,000 £22,500 £187,570 £9,000 £270,070
The nature of the fees paid to Directors in respect of the current year and
prior period are disclosed within Note 16 - Related Party Transactions.
*Share based payments relating to the vesting amount charged to profit and
loss in respect of warrants issued or committed as at the time of the Listing
was £195,851 as at 31 December 2023, including share-based payments to
Directors of £187,570 as above.
None of the Directors have any commission or profit-sharing arrangements with
the Company.
There are no other reportable matters to disclose.
Approval by shareholders
At the next Annual General Meeting of the Company a resolution approving this
report is to be proposed as an ordinary resolution. The Board considers
shareholder feedback received which will be reviewed and considered as part of
the Company's annual policy on remuneration.
This report was approved by the board and signed on its behalf.
PEPresland
Director
28/04/2025
ASHINGTON INNOVATION PLC
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The information included in this report is not subject to audit other than
where specifically indicated.
Remuneration Committee
The Company does not have an appointed Remuneration Committee, although the
Board intends to put one in place following the completion of an acquisition.
The Board as a whole will instead review the Directors' fees, taking into
account the interests of shareholders and the performance of the Company, and
will take responsibility for determining appropriate remuneration for the
Directors.
The remuneration policy
Of the Directors who served during the year, as listed on page 6 of the
Directors' Report, there were the following agreements in place.
An agreement with Mr Presland, pursuant to which Mr Presland was appointed as
a non-executive director and chairman of the Company for an annual fee of
£18,000, payable monthly in arrears. The appointment is for an initial term
of 36 months and is terminable on six months' notice on either side. No
compensation is payable for loss of office and the appointment may be
terminated immediately if, among other things, Mr Presland is in material
breach of the terms of the appointment.
An agreement with Mr Smart, pursuant to which Mr Smart was appointed as a
non-executive director of the Company, although initially Mr Smart will not be
remunerated. The appointment is for an initial term of 36 months and is
terminable on six months' notice on either side. No compensation is payable
for loss of office and the appointment may be terminated immediately if, among
other things, Mr Smart is in material breach of the terms of the appointment.
Company performance graph
The Directors have considered the requirement for a 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 recently became listed and is
currently incurring losses as it seeks a suitable acquisition target. In
addition, the remuneration of the Directors is not currently linked to
performance and therefore the Company does not consider the inclusion of a
performance graph would be useful to the shareholders at the current time.
Statement of Directors' shareholding and share interests (audited)
Of the Directors, as listed on page 6 of the Director Report, who served
during the year, those with an interest in the Ordinary Shares of the Company,
either directly in their name or indirectly through a nominee company, are as
follows:
Shareholder Number of Ordinary Shares Percentage of Issued Share Capital
Jason Smart 29,731,233 40.95%
Grant Duthie 833,333 1.15%
Peter Presland 166,697 0.23%
ASHINGTON INNOVATION PLC
DIRECTORS' REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no changes in the Directors' share interests since the year
end.
Directors' emoluments (audited)
Remuneration paid to Directors during the year ended 31 December 2024 was as
follows;
Director Salary Fees for Director services Pension contribution Share based payments Payment in lieu of notice Total
£
£ £ £ £ £
Peter Presland £18,000 £18,000
TOTAL £18,000 £nil £nil £nil £nil £18,000
Remuneration paid to Directors during the 17-month period ended 31 December
2023 was as follows;
Director Salary Fees for Director services Pension contribution Share based payments £* Payment in lieu of notice Total
£
£ £ £ £
Jason Smart £184,770 £184,770
Peter Presland £24,000 £1,400 £25,400
Chris Disspain £22,500 £1,400 £23,900
Jason Drummond £27,000 £9,000 £36,000
TOTAL £24,000 £27,000 £22,500 £187,570 £9,000 £270,070
The nature of the fees paid to Directors in respect of the current year and
prior period are disclosed within Note 16 - Related Party Transactions.
*Share based payments relating to the vesting amount charged to profit and
loss in respect of warrants issued or committed as at the time of the Listing
was £195,851 as at 31 December 2023, including share-based payments to
Directors of £187,570 as above.
None of the Directors have any commission or profit-sharing arrangements with
the Company.
There are no other reportable matters to disclose.
Approval by shareholders
At the next Annual General Meeting of the Company a resolution approving this
report is to be proposed as an ordinary resolution. The Board considers
shareholder feedback received which will be reviewed and considered as part of
the Company's annual policy on remuneration.
This report was approved by the board and signed on its behalf.
P E Presland
Director
28/04/2025
ASHINGTON INNOVATION PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors are responsible for preparing the strategic report, directors'
report and the financial statements, in accordance with applicable company
law.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK adopted International Financial Reporting
Standards (UK adopted IFRS).
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 at that date and of the profit or loss of the Company
for that period. In preparing the financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and estimates that are reasonable and
prudent;
· state whether they have been prepared in accordance
with IFRS as adopted by the UK, subject to any material departures disclosed
and explained in the financial statements;
· assess the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
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 to
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are responsible for such internal controls as they determine
are necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors consider that the annual report and financial statements, taken
as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
Each of the directors, whose names are listed on page 6 of the Directors'
Report confirm that, to the best of their knowledge:
· the Company's financial statements, which have been prepared in
accordance with UK-adopted IFRS, give a true and fair view of the assets,
liabilities, financial position and loss of the Company; and
· the Directors' 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 that it faces.
This statement was approved by the board and signed on its behalf.
PEPresland
Director
28/04/2025
ASHINGTON INNOVATION PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors are responsible for preparing the strategic report, directors'
report and the financial statements, in accordance with applicable company
law.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK adopted International Financial Reporting
Standards (UK adopted IFRS).
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 at that date and of the profit or loss of the Company
for that period. In preparing the financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and estimates that are reasonable and
prudent;
· state whether they have been prepared in accordance
with IFRS as adopted by the UK, subject to any material departures disclosed
and explained in the financial statements;
· assess the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
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 to
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are responsible for such internal controls as they determine
are necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors consider that the annual report and financial statements, taken
as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
Each of the directors, whose names are listed on page 6 of the Directors'
Report confirm that, to the best of their knowledge:
· the Company's financial statements, which have been prepared in
accordance with UK-adopted IFRS, give a true and fair view of the assets,
liabilities, financial position and loss of the Company; and
· the Directors' 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 that it faces.
This statement was approved by the board and signed on its behalf.
P E Presland
Director
28/04/2025
ASHINGTON INNOVATION PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC
For the purpose of this report, the terms "we" and "our" denote MHA in
relation to UK legal, professional and regulatory responsibilities and
reporting obligations to the members of Ashington Innovation plc. For the
purposes of the table on pages 13 to 14 that sets out the key audit matters
and how our audit addressed the key audit matters, the terms "we" and "our"
refer to MHA. The "Company" is defined as Ashington Innovation plc. The
relevant legislation governing the Company is the United Kingdom Companies Act
2006 ("Companies Act 2006").
Opinion
We have audited the financial statements of Ashington Innovation plc for the
year ended 31 December 2024. The financial statements that we have audited
comprise:
· the Statement of Comprehensive Income
· the Statement of Financial Position
· the Statement of Changes in Equity
· the Statement of Cash Flows, and
· Notes 1 to 19 of the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the Company's financial statements is applicable law and International
Financial Reporting Standards and interpretations as adopted by the UK
(collectively UK adopted IFRS).
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 December 2024 and of the Company's loss for the period then ended;
· have been properly prepared in accordance with UK adopted IFRS;
and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Our opinion is consistent with our reporting to the Board of Directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the
Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our ethical responsibilities in accordance with those requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which explains that
further funding is required under the Company's long-term plan to continue to
seek acquisition candidates, and the Company plans to raise significant
further equity capital within this period, either from existing or new
investors. The necessary investment by existing and new shareholders, and the
successful completion of a suitable acquisition are both matters that are not
entirely within the control of the Directors as stated within note 2.2 and
represent material uncertainties that may cast significant doubt on the
Company's ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
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 Company's ability to
continue to adopt the going concern basis of accounting included:
· The consideration of inherent risks to the Company's operations
and specifically its business model.
· The evaluation of how those risks might impact on the Company's
available financial resources.
ASHINGTON INNOVATION PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC
(CONTINUED)
· Where additional resources may be required, the reasonableness
and practicality of the assumptions made by the Directors when assessing the
probability and likelihood of those resources becoming available.
· Liquidity considerations including examination of the Company's
cash flow projections.
· Viability assessment including consideration of reserve levels
and business plans.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2024 2023
Company £4,300 £6,800 2% of gross assets in both periods
Key audit matters
Recurring · Management override of controls
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those matters which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Management override of controls
Key audit Management is in a unique position to perpetrate fraud because of its ability
to manipulate accounting records and prepare fraudulent financial statements
matter description by overriding controls that otherwise appear to be operating effectively. Due
to the unpredictable way in which such override could occur, this was deemed a
significant risk and, due to the limited activity during the year, also a key
audit matter for this engagement.
ASHINGTON INNOVATION PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASHINGTON INNOVATION PLC
(CONTINUED)
How the scope of our audit responded to the key audit matter Our audit procedures included:
Performing detailed reviews and testing of journal entries made, particularly
those which we considered to rely on greater levels of judgement, such as
year-end estimations.
Key observations communicated to the Company's Board of Directors Based on the procedures performed, nothing has come to our attention that
indicate management override of controls, having considered entries made into
the accounting system and subsequent disclosure made into the financial
statements.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is
used in planning the scope of our work, executing that work and evaluating the
results.
Materiality in respect of the Company was set at £4,300 (2023: £6,800) which
was determined on the basis of 2% of the Company's gross assets (2023: 2% of
the Company's gross assets). This was deemed to be the appropriate benchmark
for the calculation of materiality as this is a key area of the financial
statements with which the users of the financial statements are principally
concerned.
Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality for the Company was set at £3,010 (2023: £4,760)
which represents 70% (2023: 70%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the
risk of undetected errors existing, the nature of the systems and controls and
the level of misstatements arising in previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding £215
(2023: £340) to the Board of Directors as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
The control environment
We evaluated the design and implementation of those internal controls of the
company which are relevant to our audit, such as those relating to the
financial reporting cycle.
Climate-related risks
In planning our audit and gaining an understanding of the company, we
considered the potential impact of climate-related risks on the business and
its financial statements. We obtained management's climate-related risk
assessment, along with relevant documentation relating to management's
assessment and held discussions with management to understand their process
for identifying and assessing those risks.
We critically reviewed management's assessment and challenged the assumptions
underlying their assessment. We have agreed with management's assessment that
climate-related risks are not material to these financial statements.
Reporting on other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Strategic report and directors' report
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained during the audit, we have not identified material
misstatements in the strategic report or the directors' report.
Directors' remuneration report
Those aspects of the director's remuneration report which are required to be
audited have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received 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
· the part of the directors' remuneration report to be audited is
not in agreement with the accounting records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the 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 aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
These audit procedures were designed to provide reasonable assurance that the
financial statements were free from fraud or error. The risk of not detecting
a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud
is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and
regulations is from events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities,
including fraud
The extent of the procedures undertaken to identify and assess the risks of
material misstatement in respect of irregularities, including fraud, included
the following:
· We considered the nature of the industry and sector, the control
environment, business performance including remuneration policies and the
Company's own risk assessment that irregularities might occur as a result of
fraud or error. From our sector experience and through discussion with the
directors, we obtained an understanding of the legal and regulatory frameworks
applicable to the Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the financial
statements, such as provisions of the Companies Act 2006, listing rules and UK
tax legislation.
· We enquired of the directors and management concerning the
Company's policies and procedures relating to:
- identifying, evaluating and complying with the laws and regulations
and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they had
any knowledge of actual or suspected fraud; and
- the internal controls established to mitigate risks related to fraud
or non-compliance with laws and regulations.
· We assessed the susceptibility of the Company's financial
statements to material misstatement, including how fraud might occur by
evaluating management's incentives and opportunities for manipulation of the
financial statements. This included utilising the spectrum of inherent risk
and an evaluation of the risk of management override of controls.
Audit response to risks identified
In respect of the above procedures:
· we corroborated the results of our enquiries through our review
of the minutes of the Company's Board meetings;
· audit procedures performed by the engagement team in connection
with the risks identified included:
- reviewing financial statement disclosures and testing to supporting
documentation to assess compliance with applicable laws and regulations
expected to have a direct impact on the financial statements.
- testing journal entries, including those processed late for
financial statements preparation, those posted by infrequent or unexpected
users, those posted to unusual account combinations;
- evaluating the business rationale of significant transactions
outside the normal course of business, and reviewing accounting estimates for
bias;
- enquiry of management around actual and potential litigation and
claims.
- challenging the assumptions and judgements made by management in its
significant accounting estimates; and
- obtaining bank confirmations from third party institutions to
confirm existence.
· we communicated relevant laws and regulations and potential fraud
risks to all engagement team members and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Other requirements
We were reappointed by the members on 17 June 2024 and the current period is
the second year of our engagement.
We did not provide any non-audit services which are prohibited by the FRC's
Ethical Standard to the Company, and we remain independent of the company in
conducting our audit.
Use of our report
This report is made solely to the Company's members, 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rule (DTR) 4.1.14R, these financial statements form part of the
European Single Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in accordance with the
ESEF Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
28/04/2025
MHA is the trading name of MHA Audit Services LLP, a limited liability
partnership in England and Wales (registered number OC455542)
ASHINGTON INNOVATION PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 17 months ended
31 December 31 December
2024 2023
Note £ £
(268,751) (878,218)
Administrative expenses
193
Finance Income
Loss before tax (268,558) (878,218)
6
Tax expense
(268,558) (878,218)
Loss for the year
(268,558) (878,218)
Total comprehensive income
7 Year ended 31 December 2024
Pence Period ended 31 December 2023
Pence
Basic and diluted loss per share (0.37p)
(1.40p)
There is no other comprehensive income. The loss for the year is the same as
the total comprehensive income for the year attributable to the owners of the
Company.
The notes form part of these financial statements.
ASHINGTON INNOVATION PLC
REGISTERED NUMBER: 12758732
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 31 December
2024 2023
Note £ £
Assets
Current assets
8 30,518 21,969
Trade and other receivables
15 185,810 323,146
Cash and cash equivalents
Total assets 216,328 345,145
Liabilities
Current liabilities
9 116,443 176,662
Trade and other payables
Total liabilities 116,443 176,662
Net assets 99,885 168,453
Issued capital and reserves
10 725,979 625,979
Share capital
11 915,988 815,998
Share premium reserve
(1,542,082) (1,273,524)
Accumulated deficit
Total Equity 99,885 168,453
The financial statements were approved and authorised for issue by the board
of directors and were signed on its behalf by:
P E Presland
Director
28/04/2025
The notes on pages 22 to 35 form part of these financial statements.
ASHINGTON INNOVATION PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital Share premium Retained earnings Total equity
£ £ £ £
344,167 263,333 (591,157) 16,343
At 1 August 2022
Comprehensive income for the period
(878,218) (878,218)
Loss for the year
Contributions by and distributions to owners
281,812 552,665 834,477
Issue of share capital, net of transaction costs
(see Note 10 and Note 11)
Share based payments 195,851 195,851
At 1 January 2024 625,979 815,998 (1,273,524) 168,453
Comprehensive income for the year
(268,558) (268,558)
Loss for the year
Contributions by and distributions to owners
100,000 99,990 199,990
Issue of share capital, net of transaction costs
(see Note 10 and Note 11)
725,979 915,988 (1,542,082) 99,885
At 31 December 2024
The notes on pages 22 to 35 form part of these financial statements.
ASHINGTON INNOVATION PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
ASHINGTON INNOVATION PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December Restated Period ended 31 December
2024 2023
Note £ £
Cash flows from operating activities
(268,558) (878,218)
Loss for the year
Adjustments for
Share based payments 195,851
Movements in working capital:
(8,549) (15,369)
Increase in trade and other receivables
(60,219) 49,852
(Decrease) / Increase in trade and other payables
Net cash used in operating activities (337,326) (647,884)
Cash flows from financing activities
199,990 834,477
Issue of ordinary shares, net
Net cash from financing activities 199,990 834,477
Net (decrease) / increase in cash and cash equivalents (137,336) 186,593
323,146 136,553
Cash and cash equivalents at the beginning of year
15
Cash and cash equivalents at the end of the year 185,810 323,146
The notes on pages 22 to 35 form part of these financial statements.
ASHINGTON INNOVATION PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. General Information
Ashington Innovation PLC (the 'Company') is a public company incorporated in
England and Wales and domiciled in the United Kingdom. The Company's
registered office is at 27/28 Eastcastle Street, London, W1W 8DH.
The Company's principal activity is that of a Special Purpose Acquisition
Company.
The prior year accounting period was for 17 months to 31 December 2023. The
period end was extended to fall in line with the calendar year.
These financial statements are presented in pounds sterling, which is the
Company's functional currency. All amounts have been rounded to the nearest
pound, unless otherwise indicated.
2. Material Accounting policies
2.1 Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations as adopted by the UK (collectively UK adopted IFRS) and those
parts of the Companies Act 2006 that are relevant to companies reporting in
accordance with UK adopted IFRS.
The financial statements have been prepared under the historical cost
convention unless otherwise specified within the accounting policies.
In preparing the financial statements, management made judgments, estimates
and assumptions that affect the application of the Company accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The Directors do not consider there to be any critical judgements that have
been made in arriving at the amounts recognised in the financial statements.
2.2 Going concern
The Company was established as a Special Purpose Acquisition Company and
although the Company is unlikely to make any profit until the successful
completion of a suitable acquisition, the Directors have a reasonable
expectation that the Company has, or will have, adequate resources or access
to capital to enable it to continue in operational existence for the
foreseeable future and for this reason will continue to adopt the going
concern basis in the preparation of its financial statements.
Accounting standards require that the going concern review period covers at
least 12 months from the date of approval of the financial statements,
although they do not specify how far beyond 12 months the Directors should
consider. In undertaking the going concern review, the Directors have reviewed
the Company's cash flow forecasts to 30 April 2026 (the going concern period).
Given the Company's plans and requirements, a review period of 12 months is
considered appropriate.
The review indicates that further funding is required under the Company's
long‑term plan to continue to seek acquisition candidates, and the Company
plans to raise significant further equity capital within this period, either
from existing or new investors.
The necessary investment by existing and / or new shareholders, and the
successful completion of a suitable acquisition are both matters that are not
entirely within the control of the Directors, and thus represent material
uncertainties that may cast significant doubt on the Company's ability to
continue as a going concern.
Notwithstanding the existence of these material uncertainties, given the plans
currently in place, the Directors believe that the adoption of the going
concern basis of accounting is appropriate. The accompanying financial
statements do not include any adjustments that would be required if they were
not prepared on a going concern basis.
Taxation
2.3
Income tax expense represents the sum of the tax currently payable and
deferred tax.
(i) Current tax
There is no tax payable as the Company has made a taxable loss for the year.
Taxable loss differs from 'Loss for the year' as reported in the statement of
comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible.
The Company's current tax liability would be ordinarily calculated using tax
rates that have been enacted or substantively enacted by the end of the
reporting period.
(ii) Deferred tax
Deferred tax liabilities are generally recognised for all taxable temporary
differences between accounting profits/ losses and taxable profits/ losses.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that future taxable profits will
be available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Company expects,
at the end of the reporting period, to recover or settle the carrying amount
of its assets and liabilities. The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and reduced to the extent that it
is no longer probable that sufficient future taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are calculated at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
(iii) Current and deferred tax for the period
Current and deferred tax are recognised in profit or loss, except when they
relate to items that are recognised in other comprehensive income or directly
in equity, in which case, the current and deferred tax are also recognised in
other comprehensive income or directly in equity respectively.
2.4 Finance income
Finance income represents interest receivable and is recognised in profit and
loss using the effective interest method.
2.5 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short‑term, highly liquid investments maturing within 90 days
from the date of acquisition that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
2.6 Financial instruments
Financial assets and financial liabilities are recognised when an entity
becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
Financial liabilities including trade and other payables are non-interest
bearing and carried at the original invoice amount. Trade payables represent
obligations to pay for services that have been provided in the ordinary course
of business. All financial liabilities approximate to fair value due to the
short-term nature of the financial instruments.
2.7 Share Capital and Share Premium
Ordinary shares are classified as equity and are carried at par value. Share
premium represents the excess money received for issued shares above the par
value, net of transaction costs.
2.8 Accumulated Deficit
Accumulated deficit is classified as equity and represents the accumulated
trading losses of the Company.
2.9 Share-based payments
The Company has issued warrants to initial investors and certain counter
parties and advisers.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market-based vesting conditions) at the date of the grant,
equating to the end date the Company and counterparty had a shared
understanding of the items and conditions of the agreement. 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.
Recently released Standards / Interpretations
2.10
The Company has resolved not to early adopt new or revised standards and
interpretations with an effective date after the date of these financial
statements. The Company intends to adopt these standards as soon as they
become effective.
The Company has applied the following amendments for the first time for their
annual reporting period commencing 01 January 2024:
- Classification of Liabilities as Current or Non-current and
Non-current liabilities with covenants - Amendments to IAS1
- Lease Liability in Sale and Leaseback - Amendments to IFRS 16
- Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The Directors do not anticipate that the adoption of these new or revised
standards and interpretations will have a material impact on the Company's
financial statements in the period of initial application.
2.11 Segmental reporting
As the Company operates as a single business unit with no activities that are
distinct reportable segments, then IFRS 8's segment reporting requirements do
not apply.
As the Company operates as a single business unit with no activities that are
distinct reportable segments, then IFRS 8's segment reporting requirements do
not apply.
Auditor's remuneration
3.
During the year, the Company obtained the following services from the
Company's auditors:
Year ended Period ended
31 December 31 December
2024 2023
£ £
24,000 27,600
Fees payable to the Company's auditors for the audit of the Company's
financial statements.
The auditor provided no other non-audit services during the year or prior
period.
The Company was not VAT registered in the prior period, and therefore was
unable to reclaim input VAT. As disclosed in note 18, registration was
obtained in the current year and therefore the figure for 2024 is shown net of
VAT and the comparative inclusive of VAT.
Employee benefit expenses
4.
Year ended Period ended
31 December 31 December
2024 2023
£ £
Employee benefit expenses (including directors) comprise:
18,000 24,000
Wages and salaries
1,019 1,770
National insurance
187,570
Share based payments *
9,000
Payment in lieu of notice
22,500
Defined contribution pension cost
19,019 244,840
* Additional share-based payments were made in the prior year to a senior
manager, who was not an employee, of £8,281 to give total share-based
payments of £195,851 as included in the table below.
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Company,
including the Directors of the Company listed on page 6.
Year ended Period ended
31 December 31 December
2024 2023
£ £
19,019 25,770
Salary and Employers National Insurance Contributions
22,500
Defined contribution scheme costs
195,851
Share based payments
9,000
Payment in lieu of notice
19,019 253,121
The monthly average number of persons, including the Directors, employed by
the Company during the period was as follows:
Year ended Period end
31 December 31 December
2024 2023
No. No.
5 4
Directors
Directors' remuneration
5.
Year ended 31 December Period ended 31 December
2024 2023
£ £
18,000 51,000
Directors' emoluments
22,500
Company contributions to pension schemes
9,000
Payment in lieu of notice
187,570
Share based payments
18,000 270,070
During the year, retirement benefits were accruing to 0 (2023: 1) director in
respect of qualifying services:
Directors' emoluments include salary and fees paid to Directors which are
detailed in Note 16 as related party transactions.
A breakdown of the remuneration paid to each Director who served during the
year is included within the Directors Remuneration Report on page 10, which
also provides details of share-based payments.
6. Tax expense
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to losses
for the year are as follows:
Year ended Period ended
31 December 31 December
2024 2023
£ £
(268,558) (878,218)
Loss for the year
Loss before income taxes (268,558) (878,218)
(67,140) (194,789)
Tax using the Company's domestic tax rate of 25.00% (2023: 22.18%)
43,539
Expenses not deductible for tax purposes
67,140 151,250
Unrelieved tax losses carried forward
Total current tax expense for the year
Factors affecting the current year tax charge
At Spring Budget 2021, the government announced an increase in the Corporation
Tax main rate from 19% to 25% for companies with profits over £250,000
together with the introduction of a small profits rate of 19% with effect from
01 April 2023. The small profits applies to companies with profits of not more
than £50,000, with marginal relief available for profits up to £250,000. The
prior period was a long period of 17 months to 31 December 2023 and the
pro-rated effective tax rate was 22.18%. The current year effective tax rate
is 25.0%.
No liability to UK corporation tax arose on the ordinary
activities for the current period.
The Company has estimated excess management expenses of £1,734,924 (2023:
£1,468,625) available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset at a rate of 25% (2023:
25%) of approximately £433,731 (2023: £367,156) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
Changes in tax rates and factors affecting the future tax
charges
There were no factors that may affect future tax charges.
The Company has assessed the impact of the Pillar Two model rules on its
financial statements. Based on the Company's current operations and tax
structure, the implementation of these rules does not have a material impact
on the Company's financial position, results of operations, or cash flows.
7. Earnings per share
Basic earnings per share
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of Ordinary shares in issue during
the year:
Year ended Period ended
31 December 31 December
2024 2023
Loss after tax attributable to equity holders of the Company (£268,558) (£878,218)
72,597,900 62,597,897
Weighted average number of shares
72,597,900 62,597,897
Weighted average number of Ordinary shares on a diluted basis
(0.37p) (1.40p)
Basic loss per share
For the financial year ended 31 December 2024 and the period ended 31 December
2023, basic loss per share and diluted loss per share are the same due to the
effect of warrants being non-dilutive in light of the loss per share.
The Company has granted Warrants that will entitle the Directors to subscribe,
following (and conditional upon) completion of an acquisition, at the
Subscription Price for such number of Ordinary Shares as is equal, in
aggregate, to 5% of the number of new Ordinary Shares to be issued as
consideration shares pursuant to the acquisition. The Warrants will be
exercisable for a period of two years from the date of completion of the
acquisition.
The Directors anticipate that a significant number of new Ordinary Shares will
be issued as part of any future acquisition (including pursuant to the
Warrants) and shareholders should be aware that completion of an acquisition
is likely to result in significant dilution to shareholders. Being a function
of the target number of acquisition shares, it is not possible to forecast
additional dilution pursuant to the exercise of the Warrants.
Trade and other receivables
8.
Year ended 31 December Period ended 31 December
2024 2023
£ £
Current
23,201 21,969
Prepayments and accrued income
VAT Recoverable 7,317
Total current trade and other receivables 30,518 21,969
9. Trade and other payables
Year ended 31 December Period ended 31 December
2024 2023
£ £
Current
13,181 103,267
Trade payables
68,230 29,030
Other payables
35,032 44,365
Accruals
Total current trade and other payables 116,443 176,662
Other payables consist of transactions with related parties which are
disclosed in detail in Note 16.
10.
Share capital
Issued and fully paid
Year ended 31 December Year ended 31 December Period ended 31 December Period ended 31 December
2024 2024 2023 2023
Number £ Number £
Ordinary shares of £0.01 each
At start of the year 62,597,898 625,979 34,416,666 344,167
Issued in the year 10,000,002 100,000 28,181,232 281,812
At end of the year
72,597,900 725,979 62,597,898 625,979
During the year there were two new share issues. 10,000,000 Ordinary £0.01
shares were issued on 01 August 2024 and £0.02 was paid per share. 2 Ordinary
£0.01 shares were issued on 01 August 2024 and £0.01 was paid per share.
The Ordinary Shares have attached to them full voting, dividend and capital
distribution (including on winding up) rights, they do not confer any rights
of redemption.
11. Reserves
Share premium
A premium of £99,990 was paid on shares issued during the year. At the
Balance Sheet date, the total cumulative share premium was £915,988.
Retained earnings
All reserves in respect of profit and loss are distributable reserves.
12. Financial instruments ‑ fair values and risk management
Accounting classifications and fair values
The following table shows the carrying amounts of financial assets and
financial liabilities. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount approximates to fair value.
Year ended 31 December 2024 Period ended 31 December 2023
£ £
Financial assets not measured at fair value
Trade and other receivables
Cash and cash equivalents 185,810 323,146
185,810 323,146
Financial liabilities not measured at fair value
Trade and other payables 116,443 176,662
116,443 176,662
Financial Assets and Liabilities
Financial assets and liabilities are recognised on the Company's Statement of
Financial Position when the Company becomes party to the contractual
provisions of the instrument.
Financial risk management objectives
The Company's primary objective of financial risk management is to ensure
financial stability through the identification and assessment of financial
risks and developing suitable methods to mitigate these risks.
Credit Risk
The Company will only trade with third parties it recognises as being
creditworthy. Cash and cash equivalents are deposited only with a financial
institution that satisfy required credit criteria. There are no trade
receivable balances at the balance sheet date, but the Company will closely
monitor any future receivable balances to ensure such balances are fairly
stated.
Market risk
The Company's overall risk management programme considers the unpredictability
of financial markets and seeks to minimise potential adverse effects on the
Company's financial performance.
Liquidity risk
The Company has no borrowing that exposes it to liquidity risk. It closely
monitors liquid assets in the short term through the control and review of all
costs.
No maturity analysis has been prepared because there are no contractual
maturities and all trade payables will be due for payment within supplier
credit terms of 3 months or less.
Fair Values of Financial Assets and Liabilities
The Directors consider that the fair value of the Company's financial assets
and liabilities are not considered to be materially different from their book
values.
13. Controlling party
As at 31 December 2024 there is no ultimate controlling party.
14. Warrants
On 31 May 2023 the Company entered into an arrangement to issue warrants to
senior management, including the Directors, of the company. These warrants
will entitle the warrant holder to subscribe, following (and conditional upon)
completion of an acquisition, for such a number of Ordinary Shares as is
equal, in aggregate, to 5% of the number of new Ordinary Shares to be issued
as consideration shares pursuant to the acquisition at a subscription price of
£0.03 per share. These warrants will be exercisable for a period of two years
from the date of completion of the acquisition.
At the date of the warrant instrument being issued, the number of
consideration shares that will be issued following an acquisition is unknown
and therefore the number of shares subject to the warrants is unknown. The
timing of an acquisition is also unknown and therefore the expiry date of the
warrants is unknown. It is therefore not possible to disclose the number of
warrants outstanding or exercisable at the beginning nor end of the period nor
the weighted average remaining contractual life. No warrants were forfeited,
expired nor were exercised during the period.
As the warrants are to be settled in ordinary shares of the company, they have
been accounted for as an equity settled share-based payment in line with
IFRS2.
Given the number of unknown factors outlined above, the fair value of warrants
was determined by applying a Monte-Carlo simulation. The share-based payment
charge for the warrants has been taken in full at the date of the warrant
instrument being signed as there are no vesting conditions specified within
the warrant instrument.
A Monte Carlo simulation requires a number of assumptions to be made. The key
assumptions made to input into the Monte-Carlo simulation in respect of the
warrants are as follows:
Number of shares in issue at 31 May 2023 61,397,900
Period in which an acquisition is expected to occur 2 years
Probability of an acquisition within 2 years 66.67%
Minimum size of an acquisition £30,000,000
Maximum size of an acquisition £80,000,000
Probability distribution of the acquisition size Exponential
Number of warrant shares issued to satisfy the warrants 58,328,005
The Company recognised £Nil (2023: £195,851) of expenditure related to the
warrants in the period.
15. Notes supporting statement of cash flows
31 December 31 December
2024 2023
£ £
185,810 323,146
Cash at bank available on demand
Cash and cash equivalents in the statement of financial position 185,810 323,146
Cash and cash equivalents in the statement of cash flows 185,810 323,146
16.
Related Party Transactions
During the year the Company outsourced its administration services to
Mainvalley Limited, a Company owned and controlled by Peter Presland.
Mainvalley Limited charged the Company £30,300 (2023: £3,000) for these
administration services.
At the Balance Sheet date, included within other creditors, was an amount owed
of £68,230 (2023: £29,030) to Jason Smart, a Director of the Company. The
loan to the Company, which is repayable on demand, is interest free.
17. Prior period errors
The comparative cash flow figures have been corrected following some
typographical errors that had no further impact on the 2023 numbers.
18. Unusual or Exceptional items
Included within the administrative expenses total for 2024 of £268,751 is a
credit in respect of VAT relating to prior period expenses of £84,317. The
Company was given a backdated VAT registration date of 01 June 2023; however,
this was not approved until 18 September 2024. As the approval date of the VAT
registration was after the date the 2023 financial statements were signed, all
expenses in the period ended 31 December 2023 were shown gross of VAT. The VAT
credit recognised in 2024 administrative expenses is considered an unusual
item in that it is a material non-recurring item.
19.
Capital management and commitments
The Directors' objectives in capital management are to safeguard the Company's
ability to continue as a going concern in order to provide returns for the
shareholders and to maintain an optimal capital structure in order to reduce
the cost of capital. At the balance sheet date, the Company had been financed
by the introduction of capital as it was in the previous period. In the future
the expected capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders of the Company.
The Company is not currently subject to any externally imposed capital
requirements.
There was no capital expenditure contracted for at the end of the reporting
period but not yet incurred.
Registered number: 12758732
ASHINGTON INNOVATION PLC
DETAILED ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December Period ended 31 December
2024 2023
£ £
Gross profit
Less: overheads
(268,751) (878,218)
Administration expenses
Operating loss (268,751) (878,218)
Finance income 193
Loss for the year (268,558) (878,218)
Period ended 31 December
Year ended 31 December
2024 2023
£ £
Administration expenses
18,000 24,000
Directors' salaries
30,300 30,000
Directors' fees
22,500
Directors pension costs ‑ defined contribution scheme
195,851
Cost of share-based payments
9,000
Directors' fees in lieu of notice
1,019 1,770
Staff national insurance
1,371
Entertainment
243 4,382
Hotels, travel and subsistence
14,000
Consultancy
65,096 73,246
Advertising and promotion
19,858 21,144
Trade subscriptions
137,281 417,254
Legal and professional
24,000 27,600
Auditors' remuneration
12,200 13,830
Accountancy fees
39,543 22,231
Insurance
504 39
Sundry expenses
Period ended 2023 VAT recovered (84,317)
Printing, Postage and Stationery 1,568
IT software and consumables 3,423
Bank charges 33
268,751 878,218
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