Dukemount Capital - AUDITED RESULTS TO 30 SEPTEMBER 2024
24/01/2025 17:03
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RNS Number : 6803U Dukemount Capital PLC 24 January 2025
Dukemount Capital Plc
(the "Company")
24 January 2025
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED
30 SEPTEMBER 2024
The Company is pleased to announce the Annual Audited Results for the year
ended 30 September 2024, which are found in full below.
The Audited results will shortly be available at the Company's website:
www.dukemountcapitalplc.com (http://www.dukemountcapitalplc.com)
For further information, please visit www.dukemountcapitalplc.com or contact:
Company
Dukemount Capital PLC info@dukemountplc.com
Richard Edwards (Executive Director)
Broker Enquiries:
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Lucy Williams / Duncan Vasey
DUKEMOUNT CAPITAL PLC CONTENTS
Page
1
Company Information
Chairman's Statement 2
Board of Directors 3
Strategic Report 4
Report of the Directors 8
Remuneration Report 12
Independent Auditor's Report 15
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Financial Position 22
Company Statement of Financial Position 23
Consolidated Statement of Changes in Equity 24
Company Statement of Changes in Equity 25
Consolidated Statement of Cash Flows 26
Company Statement of Cash Flows 27
Notes to the Financial Statements 28
DUKEMOUNT CAPITAL
PLC
COMPANY INFORMATION
Directors
Richard Andrew Edwards (appointed 16 October 2024)
Paul Terence Gazzard
Geoffrey Gilbert Dart (resigned 16 October 2024)
Secretary
City & Westminster Corporate Finance LLP
50 Jermyn Street
London
SW1Y 6LX
Registered
Office 70 Jermyn
Street London
SW1Y 6NY
Solicitors
Charles Russell Speechly
5 Fleet Place
London
EC4M 7RD
Independent Auditor Royce
Peeling Green Limited
The Copper Room
Deva City Office Park Trinity Way
Manchester
M3 7BG
Broker
Peterhouse Capital Limited
3rd Floor
80 Cheapside London
EC2V 6EE
Registrar
Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Registered Number
07611240
I hereby present the annual financial statements for the year ended 30
September 2024.
Whilst the last couple of years have been extremely challenging across public
capital markets globally, I am delighted to report that the Group has made
significant progress during the year in tidying its affairs. This has
included eliminating debt, placing the Company's two active subsidiaries into
liquidation and paying off various historic creditors. Furthermore, since my
appointment on 16 October 2024, the Board has been applying the final touches
to this process.
As a result, the Group is now very clean and in a strong position to pursue
potential strategic opportunities and to take full advantage of any
improvements in market conditions. The Board is adopting a thematic approach
and will concentrate on a topical sector with potential for significant
capital growth.
During the year the Group reported a profit of £112,712 (2023: loss of
£407,977).
The profit was attributable to one-off write-backs of various loans during the
year of £248,198 and profits on discontinued operations of £91,380 less
administrative costs of £226,866. The administrative costs arose in the
course of the Group maintaining the Company's listing on the Official List of
the UK Listing Authority by way of a standard listing, including consultancy
and professional fees.
As part of tidying the Group's affairs, administrative costs included one-off
items which are not expected to recur. We have also been successful in
rationalising other day-to-day costs and expect to see the full fruits of
these actions in the current financial year.
As at 30 September 2024, the Group had cash balances of £28,329 (2023:
£16,650).
Post year-end, the Company also undertook a capital raise of £150,000 to
provide a cash runway for the foreseeable future whilst it seeks potential
strategic opportunities.
I would like to thank Paul Gazzard and Geoffrey Dart (who has now left the
Board) for all their work during the year together with all those who have
assisted and supported the Group.
Richard Edwards
Director
24 January 2025
Richard Andrew Edwards
Richard is an entrepreneur and professional investor with many years of
experience in investing in small-cap companies across a wide range of sectors
including mining, oil and gas, IT, healthcare and green technology. He has
extensive experience in investing in cash shells.
Richard is also the Senior Partner at a boutique firm of Chartered Accountants
specialising in tax advisory, compliance and accounting services for private
clients.
He is a Chartered Accountant, Chartered Tax Adviser and Certified Accountant.
Paul Terence Gazzard
Paul has over 10 years' experience of working across investment institutions
in the City of London in his previous role as Fund Manager. He worked with the
Panmure Gordon Asset Management team until August 2002 when he transitioned
into the commercial financing sector. Between August 2002 and May 2010, Paul
participated in the listing of companies on the AIM market of the London Stock
Exchange, operating at the Senior Executive level within each of the
companies.
Since then Paul has worked as a consultant across various AIM listed
companies, advising on corporate and financing related matters, in addition to
working as an adviser to several high net worth individuals on specific
corporate and management issues relating to their investment portfolios as
well as founding a number of private companies in the financial services and
other sectors.
The Directors present their Strategic Report for the year ended 30 September
2024.
Business Review and Future Developments
The Company was admitted to the Official List of the UK Listing Authority by
way of a listing on to the Standard segment of the London Stock Exchange on 29
March 2017. Following UK Listing Reforms effective 29 July 2024, the Company
has been mapped into the Equity Shares (Transition) category and will
therefore continue to follow the Standard Listing requirements.
The Group's principal activity continues to be to ensure that the financial
position and prospects of the Company are maintained to pursue potential
strategic opportunities.
The following entities are consolidated into the Group financial statements:
From acquisition until 12 July 2024
DKE (North West) Limited incorporated on 6 November 2014 in England and Wales,
of which 100% of the £100 share capital was acquired on 7 September 2017 for
£1. DKE (North West) Limited was placed into Creditors Voluntary
Liquidation with the liquidators appointed on 12 July 2024.
DKE (Wavertree) Limited, incorporated on 24 April 2016 in England and Wales,
of which 100% of the £1 share capital was acquired on 6 October 2017. DKE
(Wavertree) Limited was placed into Creditors Voluntary Liquidation with the
liquidators appointed on 12 July 2024.
From acquisition until 22 August 2023
DKE Flexible Energy Limited (formerly HSKB Limited) into which the Company
entered a Joint Venture and Shareholders' Agreement on 20 May 2021, acquiring
a 50% interest in the equity of HSKB Limited with the view to purchase and
develop two gas peaking facilities. HSKB Limited purchased those assets, ARL
018 Limited and ADV001 Limited in October 2021 following the signing of a
subordinated funding package. The Company was deemed to exercise control
through its direct and indirect shareholding of DKE Flexible Energy Limited
which was therefore treated as a subsidiary with full consolidation into the
Group financial statements. The gas peaking facilities, ARL 018 Limited and
ADV001 Limited were sold in October 2022. DKE Flexible Energy Limited was
dissolved on 22 August 2023.
Performance of the Business during the Year and the Position at the End of the Year
The Group reported a profit of £112,712 (2023: loss of £407,977) for the
year ended 30 September 2024.
The profit was attributable to one-off write-backs of various loans during the
year of £248,198 and profits on discontinued operations of £91,380 less
administrative costs of £226,866. The administrative costs arose in the
course of the Group maintaining the Company's listing on the Official List of
the UK Listing Authority including consultancy and professional fees.
As at 30 September 2024, the Group had net liabilities of £71,265 (2023: net
liabilities of £1,883,977). Cash balances as at the year-end were £28,329
(2023: £16,650).
The net assets of the Company closed at less than 50% of the issued share
capital, in breach of s656 of the Companies Act 2006. The Company has made
significant progress during the year in tidying its affairs, which has
included eliminating debt, placing the Company's two active subsidiaries into
liquidation and paying off various historic creditors. The Company is now in a
much stronger position to pursue potential strategic opportunities and to
correct the breach and will continue to keep its shareholders informed of its
progress.
Key Performance Indicators ('KPIs')
The Board monitors the activities and performance of the Group on a regular
basis. The primary performance indicator applicable to the Group at this stage
of its development is to find and complete a reverse takeover.
The Directors are also of the opinion that a key primary performance indicator
applicable to the Group is the maintenance of cash reserves held in cash and
short-term investments.
2024 2023
Cash at bank £28,329 £16,650
Directors' Statement Under Section 172 (1) of the Companies Act 2006
Section 172 (1) of the Companies Act obliges the Directors to promote the
success of the Company for the benefit of the Company's members as a whole.
This section specifies that the Directors must act in good faith when
promoting the success of the Company and in doing so have regard (amongst
other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company's employees,
c) the need to foster the Company's business relationship with suppliers,
customers and others,
d) the impact of the Company's operations on the community and
environment,
e) the desirability of the Company maintaining a reputation for high
standards of business conduct, and
f) the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the
Company's strategy, which is to ensure that the financial position and
prospects of the Company are maintained to pursue potential strategic
opportunities.
The Board places equal importance on all shareholders and strives for
transparent and effective external communications, within the regulatory
confines of a standard listed company. The primary communication tool for
regulatory matters and matters of material substance is through the Regulatory
News Service, ("RNS"). The Company's website is also updated regularly, and
provides further details on the business. We also are available to all
shareholders for interaction with the Board and management, in order to raise
any of their concerns.
The Directors believe they have acted in the way they consider most likely to
promote the success of the Company for the benefit of its members as a whole,
as required by Section 172 (1) of the Companies Act 2006 and have restructured
its financing with its investors to pursue potential strategic opportunities.
Social, community and human rights responsibility
The Board acknowledge that they will need to consider social and community
implications, particularly in the areas of operations, and the Board will
fully take into consideration and comply with any necessary local
requirements.
Whilst the Company has no female members on the Board, the Board recognise the
need to operate a gender diverse business, and they will revisit this area and
its appropriateness in relation to the growth of the business. The Board will
also ensure any future employment takes into account the necessary diversity
requirements and compliance with all employment law. The Board has experience
and sufficient training/qualifications in dealing with such issues to ensure
they would meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010. The Company has conducted a review
into its operational procedures to consider the impact of the Bribery Act 2010
and continues to monitor its procedures.
Principal Risks and Uncertainties
The Directors consider the principal risk for the Group to be the maintenance
of its cash reserves whilst it pursue potential strategic opportunities.
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors to be of
particular relevance to the Group's activities. It should be noted that the
list is not exhaustive and other risk factors not presently known or currently
deemed immaterial may apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and their effect on
exchange rates, interest rates and inflation rates, may impact the ultimate
value of the Group regardless of its operating performance.
The Board considers and reviews all market conditions to try and mitigate any
risks that may arise.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease, if
uncontrolled, on the general economic climate could have an adverse effect on
the Group. COVID-19 had a material adverse effect on overall business
sentiment and the global economy. There is no assurance there will not be
similar outbreaks of other diseases in the future. The impact of any future
imposition by governments across the world of stringent measures to prevent
the spread of COVID-19 or other diseases, and the effect of COVID- 19, or any
other severe communicable diseases outbreak in the future, on the employees of
the Group, could adversely affect the performance of the business activities
of the Group and those of the customers, which could lead to a decrease in the
demand for their services. The Company's employees carry out their duties
remotely, via the network infrastructure in place. As a result, there was no
disruption to the operational activities of the Company during the COVID-19
social distancing and working from home restrictions. All key business
functions continue to operate at normal capacity.
Brexit
The withdrawal of the UK from the EU on 31 January 2020 continues to generate
a level of uncertainty in the UK financial services sector. The Directors
continue to monitor Brexit's impact on the Group.
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds on terms
which are acceptable to it (or at all) and, if such funding is unavailable,
the Group may be required to reduce the scope of future transactions. Further,
shareholders' holdings of Ordinary Shares may be materially diluted if debt
financing is not available.
Risks relating to the Group's business strategy
The Group is dependent on the ability of the Directors to identify suitable
transaction opportunities and to implement the Group's strategy. There is no
assurance that the Directors will be successful in finding suitable
transactions that will ultimately be developed.
The Directors have reviewed projections for a period of at least 12 months
from the date of approval of the Financial Statements.
In making their assessment of going concern, the Directors have considered the
Company's position carefully and discussed it with its funders and
professional advisors. The Company has made significant progress during the
year in tidying its affairs, which has included eliminating debt, placing the
Company's two active subsidiaries into liquidation and paying off various
historic creditors. The Company is now in a much stronger position to pursue
potential strategic opportunities.
The Company also raised capital of £300,000 and £150,000 in April 2024 and
October 2024 respectively via the Company's broker, Peterhouse Capital Ltd.
Richard Edwards covered 25% of both raises and the remainder was covered by a
small group of other investors.
The Company has cash for the foreseeable future and in the event that a
strategic opportunity has not been implemented in the meantime, the Directors
note that the Company has been successful with two fundraises in the last year
and continue to believe strongly in the Group's potential. If a further
capital raise is required, the Directors are optimistic that they would be
successful in raising such funds and that this would include support from the
same group of investors as the past two raises.
However, the successful implementation of a strategic opportunity or funding
has been identified as a material uncertainty which may cast doubt over the
going concern assessment. Whilst acknowledging this uncertainty, based upon
the above, the Directors consider it appropriate to continue to prepare the
financial statements on a going concern basis.
Dependence on key personnel and management risks
The Group's business is dependent on retaining the services of a small
management team and the loss of a key individual could have an adverse effect
on the future of the Group's business. The Group's future success will also
depend in large part upon its ability to attract and retain highly skilled
personnel. This risk is managed by offering salaries that are competitive in
the current market.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may
give rise to reputational, financial of other sanctions against the Group, and
therefore the Board considers these risks seriously and designs, maintains and
reviews the policies and processes so as to mitigate or avoid these risks.
Whilst the Board has a good record of compliance, there is no assurance that
the Group's activities will always be compliant.
Financial Risk Management
The Group has a simple capital structure and its principal financial asset is
cash. The Group has no material exposure to market risk or currency risk and
the Directors manage its exposure to liquidity risk by maintaining adequate
cash reserves and ensuring any debt financing is at a competitive interest
rate which can be maintained within the Group's cash resources going forward.
Further details regarding risks are detailed in note 2(p) to the financial
statements.
This Strategic Report was approved by the Board of Directors on 24 January
2025.
Richard Edwards Director
The Directors present the Annual Report and the audited financial statements
for the year ended 30 September 2024.
The Company was admitted to the Official List of the UK Listing Authority by
way of a listing on to the Standard segment of the London Stock Exchange on 29
March 2017. Following UK Listing Reforms effective 29 July 2024, the Company
has been mapped into the Equity Shares (Transition) category and will
therefore continue to follow the Standard Listing requirements.
The Company's shares were suspended from trading on 1 November 2022 and
recommenced trading on 13 September 2023.
Principal Activities
The Group's principal activity continues to be to ensure that the financial
position and prospects of the Company are maintained to pursue potential
strategic opportunities.
Directors
The Directors of the Company during the year ended 30 September 2024 and after
the year-end were:
Richard Andrew Edwards (appointed on 16 October 2024)
Paul Terence Gazzard
Geoffrey Gilbert Dart (resigned on 16 October 2024)
Future developments
See the Strategic Report for anticipated future developments of the Group.
Dividends
The Directors do not propose a dividend in respect of the year ended 30
September 2024 (2023: Nil).
Corporate Governance
The Group was previously listed on the Standard segment of the Official UK
Listing Authority. Following UK Listing Reforms effective 29 July 2024, the
Group is now mapped into the Equity Shares (Transition) category and is
therefore continuing to follow the Standard Listing requirements. The Group
is not therefore required to comply with the provisions of the UK Corporate
Governance Code.
The Group does not choose to voluntarily comply with the UK Corporate
Governance Code. However, in the interests of observing best practice on
corporate governance, the Group has regard to the provisions of the Corporate
Governance Code insofar as is appropriate, except that:
· Given the size of the Board and the Group's current size, certain
provisions of the 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), are not being complied with by the
Group as the Board considers these provisions to be inapplicable.
· Until the Group has accumulated sufficient reserves and appointed
two additional Non-Executive Directors it will not have separate audit and
risk, nomination or remuneration committees. 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 Group.
· The UK Corporate Governance Code recommends the submission of all
Directors for re-election at annual intervals. Given the Group's size and
limited Board composition, this is not appropriate at this time.
· The Board do not consider an internal audit function to be
necessary for the Group at this time due to the limited number of
transactions.
The Directors are responsible for internal control in the Group and for
reviewing effectiveness. Due to the size of the Group, all key decisions are
made by the Board. The Directors have reviewed the effectiveness of the
Group's systems during the period under review and consider that there have
been no material losses, contingencies or uncertainties due to weaknesses in
the controls.
Carbon emissions
The Group currently has no employees other than the Directors and uses remote
working. Therefore, the Group has minimal carbon emissions and it is not
practical to obtain emissions data at this stage.
Directors and Directors' Interests
The Directors who held office during the year and to the date of approval of
these Financial Statements had the following beneficial interests in the
ordinary shares of the Group.
Ordinary shares Ordinary shares Warrants interest Warrants interest
30 September 2024 30 September 2023 30 September 30 September
No. No. 2024 2023
No. No.
Richard Edwards* 430,000,000 - 187,500,000 -
Geoffrey Dart** 12,358,973 4,666,666 - -
Paul Gazzard 4,000,000 4,000,000 - -
* Aggregated holding of Richard Edwards and his wife,
Charlotte Edwards and their SIPPs.
** Geoffrey Dart is a Director of Chesterfield Capital Limited which holds
the 12,358,973 shares.
Substantial shareholders
As at 21 January 2025, this shareholder information, for shareholders holding
more than 3% of the shares is based on the Dukemount Capital Plc share
register and disclosures made by shareholders.
Ordinary shares of £0.00001 each % of the issued ordinary share
No. capital
Richard and Charlotte Edwards 497,000,000 23.52
Adrian Crucefix 269,500,000 12.75
Hargreaves Lansdown (Nominees) Limited 258,574,001 12.24
Interactive Investor Services Nominees Limited 242,577,347 11.48
Steve Xerri 163,000,000 7.71
Thomas Grant and Company Nominees Limited 92,500,000 4.38
Peel Hunt Partnership Limited 90,275,510 4.27
Barclays Direct Investing Nominees Limited 73,791,389 3.49
Employees
The Group has no employees other than the Directors (2023: None).
Statement of Directors' responsibilities pursuant to the disclosure and transparency rules
The Directors are responsible for preparing the Annual Report, the
Remuneration Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the Group
and Parent Company financial statements in accordance with applicable law and
UK-adopted international accounting standards. 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 Group and Parent
Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
· Select suitable accounting policies and then apply them
consistently;
· Make judgments and accounting estimates that are reasonable and
prudent;
· State whether applicable UK-adopted international accounting
standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and
· Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and Parent Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Parent Company and enable them to ensure that the financial
statements and the Directors' Remuneration Report comply with the Companies
Act 2006. The Directors are also responsible for safeguarding the assets of
the Group and Parent Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group and Parent Company's
website. Legislation in the United Kingdom governing the preparation and
dissemination of the consolidated financial statements may differ from
legislation in other jurisdictions.
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 Group and Parent Company's position,
performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 3 confirm
that, to the best of their knowledge and belief:
· The financial statements have been prepared on a going concern
basis using the historical cost convention and in accordance with the
UK-adopted International Accounting Standards and in accordance with the
provisions of the Companies Act 2006; and
· the Strategic Report includes a fair review of the development
and performance of the business and the position of the Group and Parent
Company, together with a description of the principal risks and uncertainties
that they face.
Directors and officers liability insurance
The Company does not currently have directors and officers liability insurance
in place.
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's
auditor is unaware; and
· the Directors have taken all steps that they ought to have taken
to make themselves aware of any relevant audit information and to establish
that the auditor is aware of that information.
Auditors
Royce Peeling Green Limited, the auditor, has indicated its willingness to
continue in office as auditor and will be proposed for reappointment in
accordance with Section 485 of the Companies Act 2006.
Subsequent events
Details of events after the reporting period are disclosed in Note 20.
Other information
In accordance with s414C(11) of the Companies Act 2006, the Directors have
chosen to present information of strategic importance in the Strategic Report.
Approved by the Board on 24 January 2025, and signed on its behalf by:
Richard Edwards Director
This remuneration report sets out the Group's policy on the remuneration of
executive and non-executive Directors together with details of Directors'
remuneration packages and service contracts for the year ended 30 September
2024.
Until a strategic opportunity has been identified and/or until it has
accumulated sufficient reserves to justify the appointment of two additional
Non-Executive directors, the Group will not have a separate remuneration
committee. The Board as a whole will instead review the scale and structure of
the Directors' fees, taking into account the interests of shareholders and the
performance of the Group and Directors.
The items included in this report are unaudited unless otherwise stated.
Audited information
Directors' emoluments and compensation
The Directors have elected not to be paid, nor accrue their entitlement.
Directors' Remuneration including other benefits of £Nil (2023: £Nil) were
therefore paid to the directors.
Unaudited information
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment contracts.
The Directors who held office at 30 September 2024 and who had beneficial
interests in the Ordinary Shares of the Group and details of these beneficial
interests can be found in the Directors' Report.
Terms of appointment
The services of the Directors, provided under the terms of agreement with the
Group, are dated as follows:
Director Year of Number of years Date of current
appointment completed engagement letter
Geoffrey Dart 2011 13 16 September 2021
Paul Gazzard 2017 8 16 September 2021
Geoffrey Dart resigned on 16 October 2024.
Other matters
The Group does not have any pension plans for any of the Directors and does
not pay pension amounts in relation to their remuneration. The Group has not
paid out any excess retirement benefits to any Directors or past Directors.
Remuneration Policy
In setting the policy, the Board has taken the following into account:
· The need to attract, retain and motivate individuals of a calibre
who will ensure successful leadership and management of the Group;
· The Group's general aim of seeking to reward all employees fairly
according to the nature of their role and their performance;
· Remuneration packages offered by similar companies within the
same sector;
· The need to align the interests of shareholders as a whole with
the long-term growth of the Group; and
· The need to be flexible and adjust with operational changes
throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element Purpose Policy Operation Opportunity and performance conditions
Executive directors
Base salary To award The remuneration of Directors Paid monthly The total value
for is based on the and will be of Directors'
services recommendations of the reviewable fees that may
provided Chairman and comparison with annually. be paid is
other companies of a similar limited by the
size and sector. Any Director Group's
who serves on any committee, Articles of
or who devotes special attention Association to
to the business of the Group, or £200,000 per
who otherwise performs annum.
services which in the opinion of
the Directors are outside the
scope of the ordinary duties of a
Director, may be paid such
extra remuneration as the
Directors may determine.
Pension N/A Not awarded N/A N/A
Benefits To assist Some directors may be entitled to medical insurance Paid annually and reviewable Benefit deemed to be
with
performing annually a tax benefit
their roles for the
directors
Annual Bonus N/A Annual bonuses of the Directors is based on the recommendations of the N/A N/A
Chairman and comparison with other companies of a similar size and sector.
Share Options N/A Based on the recommendations of the Chairman and comparison with other N/A N/A
companies of a similar
size and sector.
Notes to the Future Policy Table
The Directors are reimbursed all travelling, hotel and other expenses they may
incur in attending meetings of the Directors or general meetings or otherwise
in connection with the discharge of their duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Group's annual policy on
remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Group
will meet certain relocation and/or incidental expenses as appropriate.
Approved on behalf of the Board of Directors.
Richard Edwards Director
24 January 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital Plc (the 'Parent
Company') and together with its subsidiaries (the 'Group') for the year ended
30 September 2024 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position,
the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards.
In our opinion:
• the financial statements give a true and fair view of the state of the
Group's and of the Parent Company's affairs as at 30 September 2024 and of the
group's profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in
accordance with UK-adopted international accounting standards; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that
the Group is dependent on successful fundraising or the successful
implementation of a strategic opportunity to continue as a going concern. The
Group has no contracts in place at year-end or after year-end, with no trading
plans. Additionally, the Group has a cash balance at the date of approval of
the financial statements that would not be able to support its operations and
overheads for the following twelve months. As stated in note 2, these events
or conditions, along with the other matters as set forth in note 2, indicate
that a material uncertainty exists that may cast significant doubt on the
Group's and the Parent Company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Our work in relation to going concern included:
• Discussing future plans with management and review of forecasts;
• Considering the appropriateness and sensitivity of assumptions used
in the preparation of the forecasts;
• Reviewing the results of subsequent events and assessing the impact
on the financial statements;
• Reading board minutes for references to financing difficulties;
• Considering whether management have used all relevant information in
their assessment and enquiring whether any known events or conditions beyond
the period of assessment may affect going concern; and
• Reviewing and considering the impact of any new and amended borrowing
arrangements entered into after the year-end to assist the group to continue
its operations.
In view of the requirement to raise additional funds there is a material
uncertainty with regard to going concern because although the directors are
confident they can raise adequate funding that funding has not been agreed.
In auditing the financial statements, we have concluded that the director's
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 Group's and the Parent Company's ability to continue to
adopt the going concern basis of accounting included reviewing management's
assessment and going concern forecasts for the next twelve months and forming
an opinion on whether the current financial position has the ability to fund
the group's costs for that period.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the
financial statements. For the purposes of determining whether the financial
statements are free from material misstatement, we define materiality as the
magnitude of misstatement that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We also
determine a level of performance materiality which we use to assess the extent
of testing needed 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.
We determined the group materiality for the financial statements as a whole to
be £21,000 (2023: £28,000), with the parent company materiality set at
£21,000 (2023: £28,000). Performance materiality was set at
£15,000 (2023: £21,000) and £15,000 (2023: £21,000) respectively. The
overall materiality was based on 10% of administrative expenses (2023: 10% of
loss before taxation).
The change in materiality base is due to creditor write-back exceptional items
in the current year. Total administrative expenses are effectively the loss
before taxation if these exceptional items were excluded and is therefore a
more suitable and comparable base.
We agreed with the board that we would report all audit differences identified
during the course of our audit in excess of our triviality level of £1,000
(2023: £1,000) and £1,000 (2023: £1,000) for the group and parent company
respectively.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Group and Parent
Company and their environment, including the Parent Company's systems of
internal control and assessing the risks of material misstatement.
In designing our audit approach, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular we
assessed the areas involving significant accounting estimates and judgements
by the directors, notably management's assessment of going concern and
considered future events that are inherently uncertain.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
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.
In addition to the Material uncertainty related to going concern noted above,
as set out below we have determined Management override of controls to be the
key audit matter to be communicated in our report.
Key audit matter How our scope addressed this matter
Management override of controls
Under ISA (UK) 240 The Auditor's Responsibilities Relating to Fraud in an We considered the potential for the manipulation of financial results to be a
Audit of Financial Statements, there is a presumed significant risk of significant fraud risk.
management override of the system of internal controls.
Our work in this area included:
The primary responsibility for the prevention and detection of fraud rests
with management. Their role in the detection of fraud is an extension of their · A review of journals processed during the period under review and
role in preventing fraudulent activity. in the preparation of the financial statements to determine whether these were
appropriate.
Management are responsible for establishing a sound system of internal control
designed to support the achievement of policies, aims and objectives and to · We reviewed bank transactions throughout the period and since the
manage risks facing an entity; this includes the risk of fraud. year end for material and round sum amounts and evidenced these back to
appropriate documentation.
Management are in a unique position to perpetrate fraud because of their
ability to manipulate accounting records and prepare fraudulent financial · A review of key estimates, judgements and assumptions within the
statements by overriding controls that otherwise appear to be operating financial statements for evidence of management bias and agreement of any such
effectively. to appropriate supporting documentation.
· An assessment of whether the financial results and accounting
records included any significant or unusual transactions where the economic
substance was not clear.
Our conclusion
Overall, we are satisfied that the accounting records and financial statements
are free from material misstatement in this respect.
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 group and parent company 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors'
Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Parent Company financial statements and the part of the
Directors' Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the Group and Parent Company
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 Group and Parent Company financial statements, the directors
are responsible for assessing the ability of the Group and Parent Company to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We evaluated the directors' and management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
posting manual journal entries to manipulate financial performance, management
bias through judgements and assumptions in significant accounting estimates
and significant one-off or unusual transactions.
· Our audit procedures were designed to respond to those identified
risks, including non-compliance with laws and regulations (irregularities) and
fraud that are material to the financial statements. Our audit procedures
included but were not limited to:
· Discussing with the directors and management their policies and
procedures regarding compliance with laws and regulations;
· Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit; and
· Considering the risk of acts by the Parent Company which were
contrary to applicable laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
· Making enquiries of the directors and management on whether they
had knowledge of any actual, suspected or alleged fraud;
· Gaining an understanding of the internal controls established to
mitigate risks related to fraud;
· Discussing amongst the engagement team the risks of fraud; and
· Addressing the risks of fraud through management override of
controls by performing journal entry testing.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities.
(http://www.frc.org.uk/auditorsresponsibilities) This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 5 January 2024 to audit the financial
statements for the period ended 30 September 2023 and subsequent financial
periods. Our total uninterrupted period of engagement is 2 years.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Parent Company and we remain independent of the
Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
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.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited Chartered Accountants
Statutory Auditor
The Copper Room Deva City Office Park Trinity Way Manchester M3 7BG
24 January 2025
Note Group
Group 17 month period ended
Year ended 30 September 2023
30 September 2024
£ £
Continuing operations
Other income -
3,731
Administrative expenses
3 (226,866) (124,227)
Operating loss (226,866) (120,496)
Write-back of loans and debts 15 248,198 -
Finance charges - (190,094)
Profit/(loss) before taxation 21,332 (310,590)
Taxation 6 - -
Profit/(loss) for the year from continuing operations
21,332 (310,590)
Discontinued operations
Profit/(loss) for the year from discontinued operations 7
91,380 (97,387)
Total comprehensive income for the year
112,712 (407,977)
Total comprehensive income for the year attributable to:
Owners of Dukemount Capital Plc 112,712 (359,284)
Non-controlling interests - (48,693)
112,712 (407,977)
Earnings/(loss) per share attributable to equity owners
Continuing operations - basic and diluted (pence) 11 0.00002 (0.005)
Discontinued operations - basic and diluted (pence) 11 0.00010 (0.001)
The Accounting Policies and Notes form part of the financial statements.
21
Note Group Group
30 September 2024 30 September 2023
£ £
Assets
Current Assets
Trade and other receivables 9 31,022 534
Cash and cash equivalents 28,329 16,650
Total Assets 59,351 17,184
Equity and Liabilities
Equity
Share capital 12 1,531,435 616,243
Share premium 13 2,034,113 1,249,305
Share based payments reserve 14 2,960 2,960
Retained deficit (3,639,773) (3,752,485)
(71,265) (1,883,977)
Current Liabilities
Trade and other payables 15 130,616 1,901,161
Total Equity and Liabilities 59,351 17,184
Total equity and liabilities attributable to:
Owners of Dukemount Capital Plc 59,351 17,184
Non-controlling interests - -
59,351 17,184
These Consolidated Financial Statements were approved and authorised for issue
by the Board of Directors and were signed on its behalf on 24 January 2025.
Richard Edwards Director
The Accounting Policies and Notes form part of the financial statements.
Note Company Company
30 September 2024 30 September 2023
£ £
Assets
Non-Current Assets
- 101
Investment in Subsidiaries 7
Current Assets
Trade and other receivables 9 31,022 422
Cash and cash equivalents 28,329 15,897
Total Assets 59,351 16,420
Equity and Liabilities
Equity
Share capital 12 1,531,435 616,243
Share premium 13 2,034,113 1,249,305
Share based payments reserve 14 2,960 2,960
Retained deficit (3,639,773) (3,661,004)
(71,265) (1,792,496)
Current Liabilities
Trade and other payables 15 130,616 1,808,916
Total Equity and Liabilities 59,351 16,420
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Parent Company Income Statement and
Statement of Comprehensive Income. The profit for the Parent Company for the
year was £21,231 (2023: loss of £339,306) and the total comprehensive profit
for the year was £21,231 (2023: loss of £339,306).
These Financial Statements were approved and authorised for issue by the Board
of Directors and were signed on its behalf on 24 January 2025.
Richard Edwards Director
The Accounting Policies and Notes form part of the financial statements.
Share capital Share premium Share based payment reserve Retained Total Non controlling interests Total Equity
deficit
£ £ £ £ £ £ £
Balance as at
1 May 2022 515,535 1,249,305 2,960 (3,993,201) (1,627,401) 48,693 (1,578,708)
Loss for the period
- - - (359,284) (359,284) (48,693) (407,977)
Other comprehensive
income
- - - - - - -
Total comprehensive income for the
period
- - - (359,284) (359,284) (48,693) (407,977)
Transactions
With owners
Issue of ordinary shares
102,708 - - - 102,708 - 102,708
Total
transactions with owners
102,708 - - - 102,708 - 102,708
Balance as at 30 September 2023
616,243 1,249,305 2,960 (3,752,485) (1,883,977) - (1,883,977)
Balance as at 1 October 2023
616,243 1,249,305 2,960 (3,752,485) (1,883,977) - (1,883,977)
Profit for the year
- - - 112,712 112,712 - 112,712
Other comprehensive income
- - - - - - -
Total comprehensive income for the
year
- - - 112,712 112,712 - 112,712
Transactions with owners
Issue of ordinary shares
915,192 784,808 - - 1,700,000 - 1,700,000
Total
transactions with owners
915,192 784,808 - - 1,700,000 - 1,700,000
Balance as at 30 September
2024
1,531,435 2,034,113 2,960 (3,639,773) (71,265) - (71,265)
The Accounting Policies and Notes form part of the financial statements.
Share Capital Share premium Share based payment Retained deficit Total
reserve
£ £ £ £ £
Balance as at 1 May 2022 515,535 1,249,305 2,960 (3,221,698) (1,555,898)
Loss for the period - - - (339.306) (339,306)
Other comprehensive income - - - - -
Total comprehensive income for the period - - - (339,306) (339,306)
Transactions with owners
Issue of ordinary shares 102,708 - - - 102,708
Total transactions with owners 102,708 - - - 102,708
Balance as at 30 September 2023 2,960 (3,661,004) (1,792,496)
616,243 1,249,305
Balance as at 1 October 2023 616,243 1,249,305 2,960 (3,661,004) (1,792,496)
Profit for the year - - - 21,231 21,231
Other comprehensive income - - - - -
Total comprehensive income for the year - - - 21,231 21,231
Transactions with owners
Issue of ordinary shares 915,192 784,808 - - 1,700,000
Total transactions with owners 915,192 784,808 - - 1,700,000
Balance as at 30 September 2024 1,531,435 2,034,113 2,960 (3,639,773) (71,265)
The Accounting Policies and Notes form part of the financial statements.
Note Group
Group 17 month period ended
Year ended 30 September
30 September 2023
2024
£ £
Cash Flows from Operating Activities
Profit/(loss) before taxation 112,712 (407,977)
Changes in working capital:
Shares issued in lieu of expenses - 74,575
Write-back of loans and debts 15 (340,946) -
(Increase)/decrease in trade and other receivables 9 (30,488) 37,630
(Decrease)/increase in trade and other payables 15 (69,599) 34,214
Net Cash used in Operating Activities (328,321) (261,558)
Cash Flows from Financing Activities
Proceeds from issue of shares 12 300,000 -
Loans received 15 40,000 123,994
Loans repaid - (215,000)
Net Cash generated from/(used in) Financing Activities
340,000 (91,006)
Cash Flows from Investing Activities
Disposal of investment in subsidiary - 350,000
Net cash generated from Investing Activities - 350,000
Net Increase/(Decrease) in Cash and Cash Equivalents 11,679 (2,564)
Cash and Cash Equivalents at the beginning of the year 16,650 19,214
Cash and Cash Equivalents at the End of the Year
28,329 16,650
The Accounting Policies and Notes form part of the financial statements.
Note Company
Company 17 month period ended
Year ended 30 September
30 September 2023
2024
£ £
Cash Flows from Operating Activities
Profit/(loss) before taxation 21,231 (339,306)
Changes in working capital:
Provision against intra group loans - 20,451
Provision against subsidiaries 7 101
Shares issued in lieu of expenses - 74,575
Write-back of loans 15 (248,197) -
Increase)/decrease in trade and other receivables 9 (30,600) 13,014
(Decrease)/increase in trade and other payables 15 (70,103) (27,946)
Net Cash used in Operating Activities (327,568) (259,212)
Cash Flows from Investing Activities
Disposal of investment in subsidiary - 350,000
Net Cash generated from Investing Activities - 350,000
Cash Flows from Financing Activities
Proceeds from issue of shares 12 300,000 -
Loans received 15 40,000 123,994
Loans repaid - (215,000)
340,000 (91,006)
Net Cash generated from/(used in) Financing Activities
Net Increase/(Decrease) in Cash and Cash Equivalents
12,432 (218)
Cash and Cash Equivalents at the beginning of the year 15,897 16,115
Cash and Cash Equivalents at the End of the Year 28,329 15,897
The Accounting Policies and Notes form part of the financial statements.
1. General Information
Dukemount Capital Plc was incorporated in the UK on 20 April 2011 as a public
limited company with the name Black Lion Capital Plc. The Company subsequently
changed its name to Black Eagle Capital Plc on 13 September 2011 and on 15
November 2016 changed its name to Dukemount Capital Plc. On 29 March 2017 the
Company was admitted to the London Stock Exchange by way of a Standard
listing.
The Group's principal activity continues to be to ensure that the financial
position and prospects of the Company are maintained to pursue potential
strategic opportunities.
The parent company's registered office is located at 70 Jermyn Street, London
SW1Y 6NY.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated.
a) Basis of Preparation of Financial Statements
The financial statements of Dukemount Capital Plc have been prepared in
accordance with UK-adopted international accounting standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. The financial statements have been prepared under the
historical cost convention.
The financial statements are presented in Pound Sterling (£), rounded to the
nearest pound.
The consolidated financial statements include the Parent company and:
· its wholly owned subsidiaries DKE (North West) Limited and DKE
(Wavertree) Limited from the date of their acquisition until the date that
liquidators were appointed on 12 July 2024, and
· DKE Flexible Energy Limited in which the Company acquired a 50%
equity interest and was deemed to exercise control from the date of its
acquisition on 20 May 2021 until it was dissolved on 22 August 2023.
The individual entity financial statements of each subsidiary were prepared in
accordance with United Kingdom Generally Accepted Accounting Practice (FRS
101).
The directors resolved in September 2023 to extend the accounting reference
date from 30 April to 30 September. Accordingly, the comparative period is
for the period from 1 May 2022 to 30 September 2023.
b) Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
2. Summary of Significant Accounting Policies (continued)
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognises any non- controlling interest in the acquired
companies on an acquisition-by-acquisition basis, either at fair value or at
the non-controlling interest's proportionate share of the recognised amounts
of acquiree's identifiable net assets.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
with the Group's accounting policies.
c) Going Concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption.
The Directors have reviewed projections for a period of at least 12 months
from the date of approval of the Financial Statements.
In making their assessment of going concern, the Directors have considered the
Company's position carefully and discussed it with its funders and
professional advisors. The Company has made significant progress during the
year in tidying its affairs, which has included eliminating debt, placing the
Company's two active subsidiaries into liquidation and paying off various
historic creditors. The Company is now in a much stronger position to pursue
potential strategic opportunities.
The Company also raised capital of £300,000 and £150,000 in April 2024 and
October 2024 respectively via the Company's broker, Peterhouse Capital Ltd.
Richard Edwards covered 25% of both raises and the remainder was covered by a
small group of other investors.
The Company has cash for the foreseeable future and in the event that a
strategic opportunity has not been successfully implemented in the meantime,
the Directors note that the Company has been successful with two fundraises in
the last year and continue to believe strongly in the Group's potential. If
a further capital raise is required, the Directors are optimistic that they
would be successful in raising such funds and that this would include support
from the same group of investors as the past two raises.
However, the successful implementation of a strategic opptunity or funding has
been identified as a material uncertainty which may cast doubt over the going
concern assessment. Whilst acknowledging this uncertainty, based upon the
above, the Directors consider it appropriate to continue to prepare the
financial statements on a going concern basis.
2. Summary of Significant Accounting Policies (continued)
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 October 2023
The Group has considered the following new accounting standards,
interpretations and amendments applicable to the period commencing 1 October
2023:
· IFRS 17 - Insurance Contracts
· Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2
· Definition of Accounting Estimates - Amendments to IAS 8
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - Amendments to IAS 12
· International Tax Reform - Pillar Two Model Rules - Amendments to
IAS 12
The above standards, interpretations and amendments did not have a material
impact on the financial statements.
In issue but not effective for periods commencing on 1 October 2023
At the date of authorisation of the financial statements, the Group has not
early adopted any new accounting standard, interpretation or amendment that
has been issued but is not yet effective. The following were considered:
· Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants - Amendments to IAS 1
· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
· Disclosures: Supplier Finance Arrangements - Amendments to IAS 7
and IFRS 7
· Lack of exchangeability - Amendments to IAS 21
· Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7
· Annual Improvements to IFRS Accounting Standards - Volume 11
· Power Purchase Agreements - Amendments to IFRS 9 and IFRS 7
· IFRS 18 - Presentation and Disclosure in Financial Statements
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
The Directors do not expect any material impact as a result of adopting the
standards, interpretations and amendments listed above in the financial year
they become effective.
e) Segmental reporting
Identifying and assessing investment projects is the only activity the Group
is involved in and is therefore considered as the only operating/reportable
segment.
Therefore the financial information of the single segment is the same as that
set out in the Statement of Comprehensive Income, Statement of Financial
Position, Statement of Changes in Equity and the Statement of Cashflows.
2. Summary of Significant Accounting Policies (continued)
f) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit
balances with banks. This definition is also used for the Statement of Cash
Flows.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
The Group considers that it is not exposed to major concentrations of credit
risk.
g) Financial Instruments
Financial assets
The Group and Company classify their financial assets in the following
measurement categories:
• Those to be measured subsequently at fair value through profit or
loss; and
• Those to be measured at amortised cost.
The classification depends on the business model for managing the financial
assets and the contractual terms of the cash flows. Financial assets are
classified as at amortised cost only if both of the following criteria are
met:
• The asset is held within a business model whose objective is to
collect contractual cash flows; and
• The contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets at amortised cost are subsequently measured using the
effective interest rate (EIR) method and are subject to impairment. The
Group's and Company's financial assets at amortised cost include trade and
other receivables, contract assets and cash and cash equivalents. A financial
asset (or, where applicable, a part of a financial asset or part of a group of
similar financial assets) is primarily derecognised when:
• The rights to receive cash flows from the asset have expired; or
• The Group and Company has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a 'pass-through'
arrangement; and either (a) the Group and Company has transferred
substantially all the risks and rewards of the asset, or (b) the Group and
Company has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
The Group currently does not recognise an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through profit or loss,
as the effect would be immaterial on these financial statements. ECLs are
based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms
2. Summary of Significant Accounting Policies (continued)
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group assesses a non-performing debt based on the payment terms of the
receivable.
h) Financial liabilities
Financial liabilities, comprising trade and other payables, are held at
amortised cost.
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective interest method.
i) De-recognition of Financial Instruments
· Financial Assets
A financial asset is derecognised where:
• the right to receive cash flows from the asset has expired;
• the Group retains the right to receive cash flows from the asset,
but has assumed an obligation to pay them in full without material delay to a
third party under a pass-through arrangement; or
• the Group has transferred the rights to receive cash flows from
the asset, and either has transferred substantially all the risks and rewards
of the asset or has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset.
· Financial Liabilities
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires. Where an existing financial liability
is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in the statement of comprehensive
income.
j) Taxation
Current tax
Current tax is based on the taxable profit or loss for the period. Tax is
recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or recognised in equity. In this
case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted at the reporting date.
2. Summary of Significant Accounting Policies (continued)
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary
differences arising from differences between the carrying amount of assets and
liabilities in the Financial Statements and the corresponding tax bases used
in the computation of taxable profit. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a
transaction that at the time of the transaction affects neither accounting nor
taxable profit nor loss. In principle, deferred tax liabilities are recognised
for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted at the Statement of Financial Position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
k) Equity
Equity comprises the following:
· Share capital representing the nominal value of the equity
shares;
· Share premium representing consideration less nominal value of
issued shares and costs directly attributable to the issue of new shares;
· Share based payments reserve representing the fair value of share
based payments valued in accordance with IFRS 2.
l) Share Capital
Ordinary shares are classified as equity.
m) Share Based Payments
The Group has warrants over the ordinary share capital as described in note
14. In accordance with IFRS 2, the total amount to be expensed over the
vesting period for warrants issued for services is determined by reference to
the fair value of the warrants granted, excluding non-market vesting
conditions. Non-market vesting conditions are included in assumptions about
the number of warrants that are expected to vest.
For warrants issued relating to the raising of finance, the relevant expense
is offset against the share premium account. The total amount to be expensed
is determined by reference to the fair rate of the warrants granted, excluding
non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of warrants that are expected to vest.
n) Investments
Equity investments in subsidiaries are held at cost, less any provision for
impairment.
2. Summary of Significant Accounting Policies (continued)
o) Financial Risk Management
Financial Risk Factors
The Group's activities expose it to a variety of financial risks: market risk
(price risk), credit risk and liquidity risk. The Group's overall risk
management programme seeks to minimise potential adverse effects on the
Group's financial performance. None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so is not
exposed to market risk in terms of foreign exchange risk. The Group will
require funding to acquire and develop and/or refurbish its properties and
accordingly will be subject to interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk - price risk
The Group was exposed to equity securities price risk because of investments
held by the Group, classified as available-for-sale financial assets. These
assets were sold in the prior year, and therefore the carrying value at the
year end is £nil, which represents the maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors will revisit
the appropriateness of this policy should the Group's operations change in
size or nature.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding
receivables. Management does not expect any losses from non-performance of
these receivables. The amount of exposure to any individual counter party is
subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk, which is stated under the cash and
cash equivalents accounting policy.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The proceeds raised from the placing are being
held as cash to enable the Group to fund a transaction as and when a suitable
target is found.
Controls over expenditure are carefully managed, in order to maintain its cash
reserves whilst it targets a suitable transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group's objectives when managing capital is to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal
capital structure. The Group has no borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders or
issue new shares.
The Group monitors capital on the basis of the total equity held by the Group,
being a net liability of £71,265 as at 30 September 2024 (2023: net liability
of £1,883,977).
2. Summary of Significant Accounting Policies (continued)
p) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required
by the preparation of the financial statements in conformity with UK-adopted
international accounting standards. The resulting accounting estimates will,
by definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Share based payments
In accordance with IFRS 2 'Share Based Payments' the Group has recognised the
fair value of warrants calculated using the Black-Scholes option pricing
model. The Directors have made significant assumptions particularly regarding
the volatility of the share price at the grant date in order to calculate a
total fair value. Further information is disclosed in Note 14.
3. Expenses by Nature
17 month period ended
Year ended 30 September
30 September 2023
2024
£ £
Legal and professional fees 158,331 62,365
Listing and regulatory costs 68,535 58,131
Finance charges - 190,094
2226,866
Total Administrative Expenses 310,590
Finance charges relate to fees and interest incurred in financing activities;
£Nil (2023: £190,094) of which £Nil (2023: £74,575) was satisfied by the
issue of ordinary shares.
4. Directors' Remuneration
The Directors have elected not to be paid, nor accrue their entitlement.
Directors' Remuneration including other benefits of £Nil (2023: £Nil) were
therefore paid to the directors.
Further details of Directors' remuneration are included in the Directors'
Remuneration Report.
The average number of employees (including directors) during the year was 2
(2023: 2).
5. Services provided by the Group's Auditors
During the year, the Group obtained the following services from the Group's
auditors:
17 month period
Year ended ended
30 September 30 September
2024 2023
£ £
Fees payable to the Company's auditor for:
Audit of the Group and Company:
Royce Peeling Green Limited 24,000 28,000
Audit of the subsidiary undertakings:
Royce Peeling Green Limited - 2,000
24,000 30,000
6. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to brought forward tax
losses.
Factors Affecting the Tax Charge for the Year
The tax credit for the year does not equate to the profit for the year at the
applicable rate of UK corporation tax of 25% (2023: 21.12%). The differences
are explained below:
17 month period
Year ended 30 September ended
2024 30 September
2023
£ £
Profit/(loss) for the year before taxation 112,712 (407,977)
Profit/(loss) for the year before taxation multiplied by the standard rate of
UK Corporation of 25% (2023: 21.12%)
28,178 (86,164)
Expenses ineligible for tax relief 20,723 -
Non-taxable items - 20,568
(Utilised)/unutilised tax losses (48,901) 65,596
- -
The main rate of UK corporation tax increased from 19% to 25% on 1 April 2023
and therefore applicable rate for the year was 25% (2023: 21.12%).
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 September 2024
against future profits are estimated at £3,244,070 (2023: £3,971,152).
A deferred tax asset has not been recognised in respect of these losses in
view of uncertainty as to the level of future taxable profits. There is
currently no expiry date on carried forward tax losses.
7. Investment in subsidiaries
Company
2024 2023
£ £
Shares in Group Undertakings
As at 1 October 2023 101 350,601
Provision (101)
Disposal in the year - (350,500)
As at 30 September 2024 - 101
Details of Subsidiaries
Details of the subsidiaries at 30 September 2024 are as follows:
Name of subsidiary Address of registered office Country of incorporation Share capital held by Parent % share capital held Principal activities
Dukemount Limited 70 Jermyn Street, London, UK England 1 100% Dormant
Liquidators were appointed for DKE (North West) Limited and DKE (Wavertree)
Limited on 12 July 2024. As there is no likelihood of any recovery, the
investments have been provided for against in full.
Discontinued operations
The consolidated results of discontinued operations comprised:
2024 2023
£ £
Administrative expenses (1,368)
Write-back of loans and debts (note 15) 92,748 -
Loss on disposal (note 8) - (97,387)
91,380 (97,387)
8. Intangible assets
Goodwill
2024
£
As at 1 October 2023 -
Disposal in the year -
As at 30 September 2024 -
On 1 October 2021 the Group purchased two special purpose companies, ARL 018
Limited and ADV 001 Limited through its subsidiary undertaking, DKE Flexible
Energy Limited ("DKE Energy") resulting in goodwill on consolidation at 30
April 2022 of £475,101. Each company containing the rights to an 11kV gas
peaking facility, ready to build, with full planning permission and grid
access.
In performing an assessment of the carrying value of the assets at 30 April
2022, the Directors concluded that as no development activity had been
undertaken during the year ended 30 April 2022, it was appropriate to book an
impairment of £125,101, resulting in a carrying value of £350,000 at 30
April 2022. The Directors formed this opinion based upon their calculation of
estimated fair value less cost to sell. This was considered to be in excess of
the carrying value of the asset.
The regulatory environment that evolved during the period since acquisition to
buy and then fund the construction of the two assets meant there was no real
activity during the period and on 5 October 2022, DKE Flexible Energy Limited
sold the two special purpose companies, for an aggregate sale price of
£350,000 resulting in a loss on disposal of the discontinued operation of
£97,387.
The proceeds of the sale were used to repay a portion of the sums owing to the
Company's lenders. DKE Flexible Energy Limited was dissolved on 22 August
2023.
9. Trade and Other Receivables
Group Company Group Company
2024 2024 2023 2023
£ £ £ £
Other receivables, including prepayments 31,022 31,022 534 422
31,022 31,022 534 422
The fair value of all receivables is the same as their carrying values stated
above.
The maximum exposure to credit risk at the reporting date is the carrying
value mentioned above. The Group does not hold any collateral as security.
10. Dividends
No dividend has been declared or paid by the Company during the year ended 30
September 2024 (2023: £Nil).
11. Earnings/ (loss) per share
Basic earnings/ (loss) per share is calculated by dividing the profit/ (loss)
attributable to equity holders of the Group by the weighted average number of
ordinary shares in issue during the year.
17 month period ended 30 September
Year ended 2023
30 September £
2024
£
Profit/(loss) on continuing operations 21,332 (310,590)
Profit/(loss) on discontinued operations 91,380 (48,694)
Profit/(loss) attributable to equity holders of the Group 112,712 (359,284)
Weighted average number of ordinary shares in issue (thousands) 923,869 58,266
Basic and diluted earnings/(loss) per share
Continuing operations - basic and diluted 0.00002 (0.005)
Discontinued operations - basic and diluted 0.00010 (0.001)
The Company had warrants in issue as at 30 September 2024. However, the
inclusion of such warrants in the weighted average number of shares as
possible dilutive instruments in issue during 2024 would be anti- dilutive and
therefore the diluted earnings per share is identical to the basic earnings
per share.
12. Share Capital
Group and Company
Number of Shares Share Capital
No £
Ordinary Shares
Allotted, issued and fully paid
As at 1 May 2022 513,535,974 513,535
Shares issued 102,707,190 102,708
As at 30 September 2023 616,243,164 616,243
Group and Company
Number of Shares Share Capital
No £
Ordinary Shares
Allotted, issued and fully paid
As at 1 October 2023 616,243,164 616,243
Share Consolidation and subdivision into Deferred Shares
(554,618,848) (554,619)
61,624,316 61,624
Shares issued (admitted on 18 January 2024) 7,692,307 7,692
Shares issued (admitted on 5 March 2024) 900,000,000 900,000
969,316,623 969,316
Subdivision into Deferred shares - (959,623)
969,316,623 9,693
Shares issued (admitted on 19 April 2024) 750,000,000 7,500
As at 30 September 2024 1,719,316,623 17,193
The Company held its Annual General Meeting ("AGM") on 12 January 2024 where
all resolutions set out in the Company's Notice of AGM were approved.
Pursuant to this, the Company reorganised its share capital.
Each existing Ordinary Share of £0.001 in the issued share capital of the
Company (each an "Existing Ordinary Share") underwent a 1:10 consolidation
("Consolidation"), into one Ordinary Share of £0.01 ("Consolidation Share")
and then was subsequently sub-divided into one Ordinary Share of £0.001 ("New
Ordinary Share") and one Deferred Share of £0.009 ("Deferred Share"). The
rights attaching to the New Ordinary Shares were identical in all respects to
those of the Existing Ordinary Shares. The Deferred Shares have no voting
rights, no entitlement to attend General Meetings of the Company, no right to
any dividend or other distribution and carry only the right to participate in
any return of capital to the extent of the amount paid up or credited as paid
up on each Deferred Share after the holders of Existing Ordinary Shares have
received, not only the aggregate amount paid up on those shares, but also £1
million per Ordinary Share.
Following the above reorganisation, Chesterfield Capital Limited converted its
debt of £500,000 due from the Company into 7,692,307 Ordinary Shares of
£0.001 at a price of £0.065 per share. The admission of these shares took
place on 18 January 2024.
On 4 March 2024, Paul Gazzard acquired the debt due from the Company to
Riverfort Global Opportunities PCC Limited and Sanderson Capital Partners
Limited of £900,000 and then converted this into 900,000,000 Ordinary shares
of £0.001 at a price of £0.001 per share. The admission of these shares took
place on 5 March 2024.
The Company held a further AGM on 18 April 2024 where all resolutions set out
in the Company's Notice of AGM were approved. Pursuant to this, there was a
further reorganisation of the Company's share capital.
Each Existing Ordinary Share of £0.001 was sub-divided into one Ordinary
Share of £0.00001 ("New Ordinary Share") and one Deferred Share of £0.00099
("Deferred Share"). The rights attaching to the New Ordinary Shares are
identical in all respects to those of the Existing Ordinary Shares. The
Deferred Shares have no voting rights, no entitlement to attend General
Meetings of the Company, no right to any dividend or other distribution and
will carry only the right to participate in any return of capital to the
extent of the amount paid up or credited as paid up on each Deferred Share
after the holders of Existing Ordinary Shares have received, not only the
aggregate amount paid up on those shares, but also £1 million per New
Ordinary Share.
On 16 April 2024, the Company raised £300,000 by way of placing 750,000,000
Ordinary Shares of £0.00001 at price of £0.0004 per share ("the Placing
Shares"). The admission of these shares took place on 19 April 2024. The
Placing Shares had a one for one Warrant attached ("the Warrants"). The
750,000,000 Warrants were initially exercisable at £0.0006 per share for a
period of 3 years from the date of admission of the Placing Shares but have
subsequently been repriced to £0.000375 per share. Further details on the
repricing are given in Note 20.
Group and Company
Number of Shares Share Capital
No £
Deferred Shares
Allotted, issued and fully paid
As at 1 October 2022 and 2023 - -
Subdivision from Ordinary Shares 61,624,316 554,619
Subdivision from Ordinary Shares 969,316,623 959,623
As at 30 September 2024 1,030,940,939 1,514,242
As at 30 September 2024, there were 61,624,316 (2023: Nil) Deferred Shares of
£0.009 in issue and 969,316,613 (2023: Nil) Deferred Shares of £0.00099 in
issue totaling 1,030,940,939 (2023: Nil).
Both classes of Deferred Shares have no voting rights, no entitlement to
attend General Meetings of the Company, no right to any dividend or other
distribution and will carry only the right to participate in any return of
capital to the extent of the amount paid up or credited as paid up on each
Deferred Share after the holders of Existing Ordinary Shares have received,
not only the aggregate amount paid up on those shares, but also £1 million
per New Ordinary Share.
Group and Company
2024 2023
£ £
Allotted, issued and fully paid
Ordinary Shares 17,193 616,243
Deferred Shares 1,514,242 -
As at 30 September 2024 1,531,435 616,243
13. Share Premium
Group and Company
2024 2023
£ £
Ordinary Shares
Allotted, issued and fully paid
As at 1 October 2023 1,249,305 1,249,305
Shares issued (admitted on 18 January 2024) 492,308 -
Shares issued (admitted on 5 March 2024) - -
Shares issued (admitted on 19 April 2024) 292,500 -
As at 30 September 2024 2,034,113 1,249,305
14. Share Based Payments
The Group has the following Warrants outstanding at the year-end:
Group and Company
Number of Warrants
No
As at 1 October 2023 -
Warrants issued for services provided
(Expiry on 5 March 2027) 29,079,499
Warrants issued for services provided
(Expiry on 5 March 2027) 22,500,000
Warrants issued pursuant to a placing of Ordinary Shares
(Expiry on 17 May 2027) 750,000,000
As at 30 September 2024 801,579,499
A Black-Scholes model has been used to determine the fair value of the
warrants on the date of grant. The model assesses several factors in
calculating the fair value. These include the market price on the date of
grant, the exercise price of the warrants, the expected share price volatility
of the Company's share price, the expected life of the warrants, the risk-free
rate of interest and the expected level of dividends in future years.
The inputs into the model were as follows:
Granted on Granted on
5 March 19 April 2024
2024
Warrant life (years) 3 3
Risk free rate (%) 5.25% 5.25%
Expiry date 5 March 2027 5 March 2027
Exercise price at grant (£) £0.001 £0.001
Expected volatility (%) 20% 20%
Expected dividend yield - -
Share price at grant (£) £0.000525 £0.000350
The fair value of the Warrants for services provided is £248 and therefore
does not give rise to a material effect on the profit for the year.
Accordingly this has not been included in the Company's accounts.
The Warrants issued pursuant to a placing of Ordinary Shares fall outside the
scope of IFRS 2 - Share-based Payment and as such no charge has been made in
respect of these warrants.
The weighted average exercise price of the warrants outstanding at the
year-end is £0.0006 (2023: £ Nil). The weighted average life of the warrants
outstanding at the year-end is 2.5 years (2022: Nil years).
As per note 20, the Board agreed to re-price the exercise price of all the
Company's outstanding Warrants as of 17 October 2024 to £0.000375 per share.
The Group's share based payments reserve is as follows:
Group and Company
2024 2023
£ £
As at 1 October 2023 and 30 September 2024 2,960 2,960
15. Trade and Other Payables
Group Company Group Company
2024 2024 2023 2023
£ £ £ £
Trade payables 88,516 88,516 102,560 91,406
Other loans - - 1,678,601 1,597,510
Accruals 42,100 42,100 120,000 120,0001
130,616 130,616 1,901,161 1,808,916
As at 30 September 2024, the Company owed Chesterfield Capital Limited £Nil
(2023: £500,000) under an unsecured 0% convertible loan instrument dated 8
December 2020. On 12 January 2024, Chesterfield Capital Limited converted its
debt of £500,000 due from the Company into 7,692,307 Ordinary Shares of
£0.001 at a price of £0.065 per share. The admission of these shares took
place on 18 January 2024.
As at 30 September 2024, the Company owed £Nil (2023: £1,097,510) to
Riverfort Global Opportunities PCC Limited and Sanderson Capital Partners
Limited under a Facility Agreement dated 14 September 2021.
Pursuant to a Deed of Variation dated 12 December 2023, the lenders advanced
the Company a further £40,000 on the same date, increasing the amount owed to
£1,137,510.
On 4 March 2024, Paul Gazzard, the Company, Riverfort Global Opportunities PCC
Limited and Sanderson Capital Partners Limited entered into a Deed of
Settlement. Pursuant to this, the outstanding amount owing of £1,137,510 was
reduced to £900,000 and therefore the balance waived of £237,510 was
written-back to the Group's and Company's profit and loss account. Paul
Gazzard then acquired the debt due from the Company to Riverfort Global
Opportunities PCC Limited and Sanderson Capital Partners Limited of £900,000
and converted it into 900,000,000 Ordinary shares of £0.001 at a price of
£0.001 per share. The admission of these shares took place on 5 March 2024.
As at 30 September 2024, the Group owed £Nil (2023: £81,091) to Metro Bank
in respect of Bounce Back Loans via two former subsidiaries, DKE (North
West) Ltd and DKE (Wavertree) Ltd. As liquidators were appointed for these
subsidiaries on 12 July 2024, the subsidiaries have been deconsolidated from
the Group's accounts as of the same date. The brought forward balances of
£81,091 have therefore been written-back to the Group's profit and loss
account together with other debts no longer due of £11,657.
16. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes the ongoing
assessments of interest rate management and borrowing policy. The Board
approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds through the
placing of shares.
There are no material differences between the book value and fair value of the
financial instruments.
Group Company Group Company
2024 2024 2023 2023
£ £ £ £
Carrying amount of
financial assets
Measured at amortised 59,351 59,351 17,184 16,420
cost
59,351 59,351 17,184 16,420
Carrying amount of financial liabilities
Measured at amortised cost 130,616 130,616 1,901,161 1,808,916
130,616 130,616 1,901,161 1,808,916
17 Capital Commitments
There were no capital commitments authorised by the Directors or contracted
for at 30 September 2024.
18. Related Party Transactions
The Directors are Key Management and information in respect of key management
is given in Note 4.
As at 30 September 2024, the Company owed Chesterfield Capital Limited £Nil
(2023: £500,000) under an unsecured 0% convertible loan instrument dated 8
December 2020. On 12 January 2024, Chesterfield Capital Limited converted its
debt of £500,000 due from the Company into 7,692,307 Ordinary Shares of
£0.001 at a price of £0.065 per share. The admission of these shares took
place on 18 January 2024. Geoffrey Dart is a director of Chesterfield Capital
Limited.
On 4 March 2024, Paul Gazzard acquired the debt due from the Company to
Riverfort Global Opportunities PCC Limited and Sanderson Capital Partners
Limited of £900,000 and then converted this into 900,000,000 Ordinary shares
of £0.001 at a price of £0.001 per share. The admission of these shares took
place on 5 March 2024. Paul Gazzard then sold 675,000,000 Ordinary Shares of
£0.001 at a price of £0.0002222222 of per share to new investors for a total
consideration of £150,000, which included a sale of 225,000,000 Ordinary
Shares to Richard Edwards, a director of the Company with effect from 16
October 2024. The consideration payable to Riverfort Global Opportunities PCC
Limited and Sanderson Capital Partners Limited for the acquisition of the debt
was cash of £150,000 and the remaining 225,000,000 Ordinary Shares of
£0.001.
As at 30 September 2024, the Company owed Bryan Dart £16,000 (2023:
£26,687). On 12 November 2024, a payment of £16,000 was made in full and
final settlement of the loan of £26,687. The balance waived of £10,687 has
been written-back to both the Group's and Company's profit and loss account.
Bryan Dart is Geoffrey Dart's brother.
As at 30 September 2024, the Company was due £230,885 (2023: £230,885) from
DKE (Wavertree) Limited, its wholly owned subsidiary. The Company had provided
against this amount in full in previous years. Liquidators were appointed for
DKE (Wavertree) Limited on 12 July 2024 and the final meeting took place in
November 2024. There is no likelihood of any recovery.
As at 30 September 2024, the Company was due £281,194 (2023: £281,194) from
DKE (Northwest) Limited, its wholly owned subsidiary. The Company had provided
against this amount in full in previous years. Liquidators were appointed for
DKE (North West) Limited on 12 July 2024 and the final meeting took place in
December 2024. There is no likelihood of any recovery.
Included within administrative expenses for the year to 30 September 2024 are
accounting fees of £16,000 (2023: £Nil) provided by Coat Capital Limited in
respect of the year which include bookkeeping, preparation of the financial
statements, liaising with the auditors and taxation work. As at 30 September
2024, £16,000 (2023: £Nil) was included in accruals in respect of these
fees. Richard Edwards is a director of Coat Capital Limited.
19. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
20. Events after the reporting period
On 17 October 2024, the Company raised £150,000 by way of a placing of
£98,500 through the issue of 394,000,000 Ordinary shares of £0.00001 at a
price of £0.00025 each ("the Placing Shares") and the issue of £51,500 of
Convertible Loan Notes ("CLNs").
The CLNs are convertible at £0.00025 into 206,000,000 new Ordinary Shares of
£0.00001 (the CLN Shares) and will be mandatorily converted at the end of a
three-month period, unless the Company elects to extend the conversion period
by up to an additional six months. The Company has elected to extend the
conversion period.
The Placing Shares and the CLN Shares had a one for one warrant attached (the
"Warrants"). The 600,000,000 Warrants are exercisable at £0.000375 per share
for a period of 3 years from the date of admission of the Placing Shares.
The Board also agreed to re-price the exercise price of all the Company's
outstanding Warrants as of 17 October 2024 to £0.000375 per share.
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