REG - Fandango Hldgs Plc - Final Results
15/08/2025 16:45
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RNS Number : 5954V Fandango Holdings PLC 15 August 2025
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
15 August 2025
Fandango Holdings plc
('Fandango' or 'the Company')
Financial Results
Fandango Holdings plc is pleased to announce its Financial Results for the
year ended 28 February 2025.
STRATEGIC REPORT
Principal activity and fair review of the business
Fandango Holdings is an investment Company focused on identifying and
acquiring attractive assets, through which it can leverage the Board's
extensive experience and track record of growing companies to build value and
create significant uplift to its shareholders. For the year ended 28 February
2025, the Company's results include the running costs of the Company and
certain of the costs of the Reverse Take Over ("RTO') referred to below.
The future
On 22 June 2023 Fandango Holdings plc announced that it had executed
non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd
("EBM") ('the Acquisition') (the "RTO"). EBM has a suite of highly
prospective battery related mineral assets in Sweden that the Board believe
represent an excellent opportunity to develop.
The Board is currently progressing the transaction, conducting final due
diligence, finalising working capital reports and seeking counsel to ensure
that the Company is listed on the most suitable UK market for such an asset
base.
As the Acquisition continues to constitute a Reverse Takeover under the
Listing Rules, the Company's ordinary shares shall remain suspended.
Key performance indicators
As the Company has not completed its investment activity, which is the stated
aim of the Company, there is no KPI available other than the pending potential
completion of the RTO as described above which is not yet complete and upon
which there has been expenditure incurred.
The Company operates in an uncertain environment and is subject to a number of
risk factors. The Directors have carried out a robust assessment of the risks
and consider the following risk factors are of particular relevance to the
Company's activities, although it should be noted that this list is not
exhaustive and that other risk factors not presently known or currently deemed
immaterial may apply.
Principal risks and uncertainties
i. Business strategy
The Company is a relatively new entity with no operating history and has not
yet completed the acquisition of the suitable investment, the RTO described
above.
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and believe that
there is sufficient working capital to fund the business for a period of at
least twelve months. The costs of the acquisition described above are to be
paid for by the acquirer, being Fandango Holdings PLC. These costs have been
largely funded by way of a non-recourse £350,000 loan to the company together
with a previous loan for £321,750, and from funds lent to the Company by the
directors of the Company. These loans will be converted into shares upon
completion of the RTO. Furthermore, post year end Tatbels Limited, a company
controlled by Charles Tatnall has provided an interest free loan facility to
the company of £150,000 to assist with the company's cashflow needs over the
next 12 months.
Environmental Responsibility
The Company and its management believe that any matters related to
environmental responsibility are not currently applicable as there are no
trading activities. Nevertheless, the Company and its management acknowledge
the importance of environmental responsibility and minimum compliance with
local regulatory environmental requirements in the event where future trading
and operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the responsibility
under English law to promote success of the Company for the benefits of its
stakeholders. The Company and its management also acknowledge and recognise
the responsibility towards partners, suppliers, contractors, investors,
lenders and local community in which future operational activities will take
place. The Company has two employees, being the Directors. At the end of the
financial year there were two Directors, both male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related guidelines and
regulations. The Company and its management have conducted a review into its
operational procedures to consider the impact of the Bribery Act 2010 and the
Board has adopted anti-corruption and anti-bribery policy.
Going Concern
These financial statements have been prepared on the assumption that the
Company is a going concern. As at year ended 28 February 2025, the Company has
incurred losses of £88k (2024 restated: £762k) and had net liability
position of £711k (2024: £623k). The Company had a cash balance of £1k as
at 28 February 2025 (2024: nil).
When assessing the foreseeable future, the Directors have looked at a period
of at least twelve months from the date of approval of this report and have
looked at the adequacy of funds required as well as working capital
requirements of the Company.
Charles Tatnall, a director and shareholder, and James Longley, a shareholder,
have provided written confirmation of support confirming that they will
provide the necessary or required financial support to enable the Company to
meet all of its debts as and when they fall due up to the date of the
completion of the RTO. The support letters also confirm that any loans payable
to Charles and James are not to be recalled/repaid until such time when the
company is able to pay without compromising its ability to continue to trade
and to meet liabilities as they fall due.
The Company intends to raise additional funding in connection with the
completion of the proposed reverse takeover (RTO). As at the date of this
report, the amount of funding to be raised has not been determined and will be
based on the directors' assessment of the cash flow requirements to support
the operations of the acquired entity post-acquisition.
On this basis the Directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a period of not
less than 12 months from the date of the signing of this report. Accordingly,
they continue to adopt the going concern basis in preparing the financial
statements. There are, however, some inherent uncertainties in relation to
future events and the outcome of the proposed acquisition detailed in
Strategic Report and therefore there exists a material uncertainty as to the
going concern status of the Company.
Section 172 Statement
Fandango Holdings PLC had, during the previous two financial years, made loans
to related parties being Plutus Energy Limited and Plutus PowerGen PLC. A
total of £206,700 was loaned in the period ended 28 February 2023 and a
further £187,000 was loaned in the during the year ended 29 February 2024,
being a total of £393,700. Full provision had been made against these loans
in the balance sheet as at 29 February 2024. These loans have now been
effectively repaid by a director and a former director as the £393,700 has
been offset against the loan account balances due to these two individuals.
Consequently, the write offs in the accounts in the last financial year have
been reversed resulting in a credit of £393,700 to the Profit and Loss
account during this financial year.
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and
consider that they have, both individually and together, acted in the way
that, in good faith, would be most likely to promote the success of the
Company for the benefit of its members. In doing so, they have had regard
(amongst other matters).
· the likely consequences of any decision in the long term: The
Company's long-term strategic objectives, including progress made during the
year and principal risks to these objectives, are shown on above.
· the interests of the Company's employees, which are the directors of
the Company: Our employees are fundamental to us achieving our long-term
strategic objectives.
· the need to foster the Company's business relationships with
suppliers, customer and others.
· A consideration of our relationship with wider stakeholders and
their impact on our long-term strategic objectives is also disclosed above.
· the impact of the Company's operations on the community and the
environment The Company operates honestly and transparently. We consider the
impact on the environment on our day-to-day operations and how we can minimise
this.
· the desirability of the Company maintaining a reputation for high
standards of business conduct; Our intention is to behave in a responsible
manner, operating within the high standard of business conduct and good
corporate governance.
· the need to act fairly as between members of the Company: Our intention
is to behave responsibly towards our shareholders and treat them fairly and
equally, so that they too may benefit from the successful delivery of our
strategic objectives.
The Strategic Report forms part of the Company's annual accounts and reports.
The full set of accounts can be found at the registered office as stated in
the Company information or in the London Stock Exchange website.
The Auditor's Report on the annual accounts includes an "Emphasis of Matter"
to highlight the issues associated with the related party loans. The Audit
Report was unqualified and states that the Strategic Report and Director's
Report are consistent with the financial statements. This report can be found
in pages 16-22.
On behalf of the board,
Tim Cottier
Director
13 August 2025
FANDANGO HOLDINGS PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2025
Year ended Year ended
28 February 2025
29 February 2024 (as restated)
£'000 £'000
Notes
Other income 5 394 -
Administrative expenses and listing costs 6 (481) (761)
Finance cost 8, 21 (1) (1)
Loss before taxation (88) (762)
Taxation 9 - -
Loss and comprehensive loss for the period (88) (762)
Basic and diluted loss per share from continuing and total operations 10 (0.07p) (0.57p)
Since there is no other comprehensive income, the loss for this year is the
same as the total comprehensive income for the period attributable to the
owners of the Company.
FANDANGO HOLDINGS PLC
STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2025
As at 28 February As at
29 February 2024
2025
(as restated)
Notes £'000 £'000
Assets
Current assets
Trade and other receivables 12 10 28
Cash and cash equivalents 13 1 -
Total Assets 11 28
Equity and liabilities
Current liabilities
Trade and other payables 15 706 629
Non current liabilities
Borrowings 15 16 22
Total Liabilities 722 651
Equity attributable to equity holders of the Company
Share Capital - Ordinary shares 17 134 134
Share Premium 579 579
Convertible Loan Note Equity Reserve 21 672 672
Accumulated deficit (2,096) (2,008)
Total Equity (711) (623)
Total Equity and liabilities 11 28
FANDANGO HOLDINGS PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
Year ended Year ended
28 February 29 February
2025 2024
£'000 £'000
Cash flows (used in)/from operating activities
Operating loss (88) (762)
Interest payable 1 1
Provision against related party balances (394) 301
Impairment provision on VAT receivable 56 -
(Increase)/Decrease in receivables (38) 386
Increase/(Decrease) in payables 479 (269)
Net cash flow from/(used in) operating activities 16 (343)
Cashflows from investing activities - -
- -
Cash flows(used in)/from financing activities
Loan repaid (5) (7)
Loan (provided)/received during the year (10) 350
Net cash (used in)/from financing activities (15) 343
Net change in cash and cash equivalents 1 -
Cash and cash equivalents at the beginning of the period - -
Cash and cash equivalents at end of period 1 -
Represented by: Bank balances and cash 1 -
FANDANGO HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
Notes Share capital Share Convertible Loan Note Equity Reserve Accumulated deficit Total
premium equity
£'000 £'000 £'000 £'000
As at 28 February 2023 134 579 - (1,246) (533)
Loss for the year - - - (776) (776)
Recognition of equity component of Convertible Loan note issued - - 686 - 686
As at 29 February 2024 (as previously reported) 134 579 686 (2,022) (623)
Impact of prior year adjustment (note 21) - - (14) 14 -
As at 29 February 2024 (as restated) 21 134 579 672 2008 (623)
Loss for the year - - - (88) (88)
As at 28 February 2025 134 579 672 (2,096) (711)
The notes on pages 26 to 38 form part of these financial statements.
FANDANGO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
1 General information
Fandango Holdings PLC ('the Company') is an investment Company incorporated
and domiciled in the United Kingdom. The address of the registered office is
disclosed on the Company information page at the front of the annual report.
The Company was incorporated and registered in England on 25 August 2016 as
a private limited Company and re-registered as a public limited Company on 8
May 2017.
2 Accounting policies
2.1. Basis of Accounting
This financial information has been prepared in accordance with UK adopted
International Accounting Standards (IAS), and those parts of the Companies Act
2006 applicable to companies reporting under IAS. The financial statements
have been prepared under the historical cost convention.
The principal accounting policies adopted are set out below. These policies
have been consistently applied.
The preparation of financial statements in conformity with UK adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company's
accounting policies. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in Note 3. Although these estimates are
based on management's experience and knowledge of current events and actions,
actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current
and future periods.
There was a change in the financial year from 31 August 2022 to 28 February
2024. Therefore, the financial statements for the current period are not
comparable to the previous period's numbers which were for 18 months.
Both the functional and presentational currency in which the financial
statements are presented is GBP.
a) Going concern
These financial statements have been prepared on the assumption that the
Company is a going concern. When assessing the foreseeable future, the
Directors have looked at a period of at least twelve months from the date of
approval of this report and have looked at the adequacy of funds required as
well as working capital requirements of the Company.
As stated in the Going Concern section of the Strategic Report, the Directors
and James Longley, a shareholder, have provided written confirmation of
support confirming that they will provide the necessary or required financial
support to enable the Company to meet all of its debts as and when they fall
due up to the date of the completion of the RTO which is preceded by the
publication of the prospectus including the Reporting Accountants Report on
the RTO.
FANDANGO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.1. Basis of Accounting
The transaction will complete when it is approved by the shareholders of the
Company at General
Meeting which will be called concurrently with the publication of the
Prospectus after it has been approved by the UKLA. The dates are uncertain
currently but the company is currently aiming for late September 2025. The
company cannot be any more accurate on the dates as it is not known how long
it will take for the UKLA to approve the prospectus.
The directors further confirm that they will not seek repayment of the amount
owed by the company until such time as the company is able to repay it without
compromising its ability to continue to trade and to meet its liabilities as
they fall due.
The Company intends to raise additional funding in connection with the
completion of the proposed reverse takeover (RTO). As at the date of this
report, the amount of funding to be raised has not been determined and will be
based on the directors' assessment of the cash flow requirements to support
the operations of the acquired entity post-acquisition.
On this basis the Directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a period of not
less than 12 months from the date of this report. Accordingly, they continue
to adopt the going concern basis in preparing the financial statements. There
are, however, some inherent uncertainties in relation to future events and the
outcome of the proposed acquisition detailed in the Strategic Report and
therefore there exists a material uncertainty as to the going concern status
of the Company.
2.2 New and amended standards adopted by the Company
The standards that became effective during the current financial year are
listed below:
§ Classification of Liabilities as Current or Non-current (Amendments to IAS
1)
§ Non-current Liabilities with Covenants (Amendments to IAS 1)
§ Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
§ Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
The implementation of these new standards do not have any impact on the
entity.
New Standards and interpretations
The IASB and IFRIC have issued the following standards and interpretations
which are in issue but not in force at 28 February 2025.
Description
Effective date
Lack of exchangeability - Amendments to IAS 21 1 January 2025
Classification and Measurement of Financial Instruments - Amendments to IFRS 9 1 January 2026
and IFRS 7
Annual Improvements to IFRS Accounting Standards- Volume 11
1 January 2026
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and
IFRS 7 1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the
financial statements other than in terms of presentation.
FANDANGO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.3 Financial instruments
Classification and measurement
The Company classifies its financial assets into the following categories:
those to be measured subsequently at fair value (either through other
comprehensive income (FVOCI) or through the profit or loss (FVPL)) and those
to be held at amortised cost. Classification depends on the business model for
managing the financial assets and the contractual terms of the cash flows.
Management determines the classification of financial assets at initial
recognition. The policy with regard to financial risk management is set out in
note 4. Generally, the Company does not acquire financial assets for the
purpose of selling in the short term.
The Company's business model is primarily that of "hold to collect" (where
assets are held in order to collect contractual cash flows). When the Company
enters into derivative contracts, these transactions are designed to reduce
exposures relating to assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to
collect business model and which have cash flows that meet the "solely
Payments of Principal and Interest" (SPPI) criteria.
Other financial assets are initially recognised at fair value plus related
transaction costs, they are subsequently measured at amortised cost using the
effective interest method. Any gain or loss on derecognition or modification
of a financial asset held at amortised cost is recognised in the income
statement.
Financial Assets held at fair value through other comprehensive income (FVOCI)
The classification applies to the following financial assets:
· Equity investments where the Company has irrevocably elected to
present fair value gains and losses on revaluation of such equity investments,
including any foreign exchange component, are recognised in other
comprehensive income. When an equity investment is derecognised, there is no
reclassification of fair value gains or losses previously recognised in other
comprehensive income to the income statement. Dividends are recognised in the
income statement when the right to receive payment is established.
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases,
transaction costs are immediately expensed to the income statement.
· Debt instruments that do not meet the criteria of amortised costs
or fair value through other comprehensive income.
· Equity investments which are held for trading or where the FVOCI
election has not been applied. All fair value gains or losses and related
dividend income are recognised in the income statement.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but
excluding derivative liabilities) are recognised initially at fair value, net
of transaction costs incurred, and are subsequently measured at amortised
cost.
Impairment of financial assets
A forward-looking expected credit loss (ECL) review is required for: debt
instruments measured at amortised cost. Other financial assets are held at
fair value through other comprehensive income: loan commitments and financial
guarantees not measured at fair value through profit or loss; lease
receivables and trade receivables that give rise to an unconditional right to
consideration.
Accounting policies
As permitted by IFRS 9, the Company applies the "simplified approach" to other
receivable balances and the "general approach" to all other financial assets.
The general approach incorporates a review for any significant increase in
counter party credit risk since inception. The ECL reviews including
assumptions about the risk of default and expected loss rates.
2.4. Convertible Loan notes
Convertible loan notes are assessed on inception and classified as either a
liability, equity or a compound financial instrument in accordance with IAS
32.
When a convertible loan note is assessed a liability, it is recognized
initially at fair value, net of transaction costs. After initial
recognition, loans are subsequently carried at amortized cost. Any
difference between the proceeds (net of transaction costs) and the redemption
value is recognized in the statement of comprehensive income over the period
of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are capitalized as a prepayment for liquidity
services and amortized over the period of the loan to which it relates.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate, at the time of issue, for similar
non-convertible debt to liability component of the instrument. The difference
between this amount and the interest paid is the added to the carrying amount
of the convertible bonds.
2.5 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
2.6 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
There is no tax payable as the Company has made a taxable loss for the year.
Taxable loss differs from net loss as reported in the statement of
comprehensive income because it excludes items of income and expense that are
taxable or deductible in other years, and it further excludes items that are
never taxable or deductible. The Company's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying
amount of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit or loss.
Deferred tax liabilities are generally recognised for all taxable temporary
differences.
FANDANGO HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.7 Accounting policies
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
associated with investments in subsidiaries, except where the Company is able
to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future. Deferred
tax assets arising from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable that there
will be sufficient taxable profits against which to utilise the benefits of
the temporary differences and they are expected to reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised. The measurement of deferred tax assets and liabilities reflects the
tax consequences that would follow from the manner in which the Company
expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except
when it relates to items that are recognised in other comprehensive income or
directly in equity, in which case the current and deferred tax is also
recognised in other comprehensive income or directly in equity respectively.
3 Critical accounting estimates and judgments
The Company makes certain judgements and estimates which affect the reported
amount of assets and liabilities. Critical judgements and the assumptions used
in calculating estimates 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.
(a) Recoverability of loans to related parties
Provisions for loans given to related parties are considered to be an area of
key judgement for the Company, given the underlying materiality of the loan
balances. The loans to related companies have been provided against during the
previous year. However these loans have been written back to the Income
Statement and have been addressed in the s.172 statement. Please see Note 5,
Note 18 and Note 21 for more information.
(b) Convertible loan notes
Convertible loan notes are assessed on inception and classified as either a
liability, equity, or a compound financial instrument in accordance with IAS
32. The classification of the convertible loan note as either a liability or
as equity requires judgement. The convertible loans are recognised as equity
when the conversion feature meets the 'fixed for fixed' criterion results in
the conversion of a fixed amount of stated principal into a fixed number of
shares and there is no obligation to transfer cash or another financial asset
to another entity or to exchange financial assets or financial liabilities
with another entity under conditions that are potentially unfavourable to the
issuer.
4 Financial risk management
The Company's activities may expose it to some financial risks. The Company's
overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Company's
financial performance.
a) Liquidity risk
Liquidity risk is the risk that Company will encounter difficulty in meeting
obligations associated with financial liabilities. The responsibility for
liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management
of the Company's short term and long-term funding risks management
requirements. During the period under review, the Company has not utilised any
borrowing facilities. The Company manages liquidity risks by maintaining
adequate reserves by continuously monitoring forecast and actual cash flows,
and by matching the maturity profiles of financial assets and liabilities.
b) Capital risk
The Company takes great care to protect its capital investments. Significant
due diligence is undertaken prior to making any investment. The investment is
closely monitored.
c) Credit risk
The Company has provided loans to companies. The Company assesses the
creditworthiness, of the companies prior to providing the loans to limit the
risk of default.
5. Other income
For the period end 28 February 29 February
2025 2024
(as restated)
£'000 £'000
Other income 394 -
394 -
Other income represents the write back of loans to two related parties that
were written off in the period to 29 February 2024. However the directors
decided during the current year these loans were to be jointly assigned to a
director and a previous director to the company and the total amount
previously written off would be written back in the Statement of Comprehensive
Income for the current year. Both the director and the former director are
major shareholders in Fandango Holdings PLC and the entities to whom the loans
were provided in earlier years.
6 Administrative expenses and listing costs
Year ended Year ended
28 February 2025 29 February
2024
£'000 £'000
(as restated)
Operating loss is stated after charging:
Directors' fees 76 133
Listing fees 43 37
Consultancy and advisory fees 57 18
RTO provisional expenses 53 -
Loss recognised on related party loans (see s172 statement and related party - 394
note 18)
Audit fees* 59 42
Other administrative expenses 193 137
Total administrative expenses and listing costs 481 761
* Audit fees for the year to 28 February 2025 accounts amounted to £49,000
and £10,000 relates to additional fees charged in the year for the 29
February 2024 audit. The auditors did not provide any other services to the
company.
7 Personnel
The average monthly number of employees during both the current and prior
period was two Directors. There were no benefits, emoluments or remuneration
payable during the period for Directors other than the £75,600 (2024:
£75,600) in fees disclosed in Note 6. The fees paid are also detailed in Note
18 as related party transactions.
8 Finance Cost
For the period end 28 February 29 February
2025 2024
(as restated)
£'000 £'000
Bank interest 1 1
1 1
9 Taxation
For the period ended 28 February 29 February
2025 2024
(as restated)
£'000 £'000
Total current tax - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (88) (762)
Loss on ordinary activities before taxation multiplied by standard rate of UK (22) (190)
corporation tax of 25% (2024: 25%)
Effects of:
Non-deductible expenses 29 96
Income exempt from taxation (98) -
Tax losses carried forward 91 94
Current tax charge for the period - -
No liability to UK corporation tax arose on ordinary activities for the
current period.
The Company has estimated excess management expenses of £2,107,832 (2024:
£1,742,995) available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset at a rate of 25% (2024:
25%) of approximately £526,958 (2024: £401,172) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
10 Earnings per share
For the period end 28 February 29 February
2025 2024
(as restated)
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of ordinary shares in issue during
the period:
Loss after tax attributable to equity holders of the Company (£87,262) (£762,266)
Weighted average number of ordinary shares 134,002,000 134,002,000
Weighted average number of ordinary shares on a diluted basis 134,002,000 134,002,000
Basic and diluted loss per share (0.07p) (0.57p)
11 Capital risk management
The Directors' objectives when managing capital are to safeguard the Company'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 to reduce the cost of capital. At the date of this financial
information, the Company had been financed by capital and borrowings. In the
future the capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
12 Trade and other receivables
For the period end 28 February 29 February
2025 2024
(as restated)
£'000 £'000
Other receivables 10 28
10 28
13 Cash and cash equivalents
For the period end 28 February 29 February
2025 2024
(as restated)
£'000 £'000
Cash at bank 1 -
1 -
14 Financial instruments
The Company's financial instruments comprise cash and cash equivalents, and
payables which arise directly from its operations. It is, and has been
throughout the year under review, the Company's policy to ensure that there is
no trading in financial instruments. The main purpose of these financial
instruments is to finance the Company's operations.
For the period end 28 February 29 February 2024
2025 (as restated)
£'000 £'000
Financial Assets at amortised cost
Cash and cash equivalents 1 -
Other debtors (excluding prepayments) - -
1 -
Financial Liabilities at amortised cost
Trade and other payables 722 651
722 651
Net Financial Liabilities (721) (651)
Financial Assets and Liabilities
Financial assets and financial liabilities are recognised on the Company's
Statement of Financial Position when the Company becomes party to the
contractual provisions of the instrument.
Credit Risk
The Group transacts only with third parties it recognises as being
creditworthy. In addition, receivable balances are monitored on an ongoing
basis.
Financial Risk Factors
The Company's activities expose it to liquidity risk. The Company's overall
risk management programme focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Company's financial
performance.
Foreign exchange Risk
The Company's activities expose it to foreign exchange risk meaning it will be
exposed to various currencies other than UK pound sterling. The Group seeks to
reduce this risk by regularly reviewing its projects to identify where foreign
exchange risk exists. The Group will seek to mitigate any identified risks of
adverse currency fluctuations through the use of financial instruments where
necessary to secure favourable, predetermined rates of exchange.
Liquidity Risk
The Company's borrowing exposes it to liquidity risk. Management's objectives
are now to manage liquid assets in the short term through closely monitoring
costs. The Group has borrowing facilities that require repayment and the
interest is on a fixed basis limiting the risk exposure.
Fair Values of Financial Assets and Liabilities
The Directors consider that the fair value of the Company's financial assets
and liabilities are not considered to be materially different from their book
values.
15 Trade and other payables
Trade and other payables due within 1 year
For the year end 28 February 29 February 2024
2025
(as restated)
£'000 £'000
Trade and other payables 204 149
Bank borrowings* 11 10
Accruals 491 470
706 628
Non-current liabilities
For the period end 28 February 29 February 2024
2025
(as restated)
£'000 £'000
Bank borrowings* 16 22
16 22
* Bank borrowings relate to the remaining amounts of capital to be repaid
(within one year and after one year) on a 6-year unsecured bank loan at a
fixed interest rate of 2.5% pa with the final repayment due on 15 November
2027.
16 Net Debt Reconciliation
This section sets out an analysis of net debt and the movements in
net debt for each of the periods presented.
For the year ended 28 February 29 February 2024
2025 (as restated)
£'000 £'000
Cash and cash equivalents 1 -
Borrowings (27) (32)
(26) (32)
17 Share capital
For the year end 28 February 2025 29 February 2024
(as restated)
Allotted, called up and fully paid £'000 £'000
134,002,000 Ordinary shares of £0.001 each 134 134
134 134
During the period the Company had no share transactions.
The ordinary shares have attached to them full voting, dividend and capital
distribution (including on winding up) right; they do not confer any rights of
redemption.
18 Directors salaries, fees and Related parties
1) No salaries were paid to the Directors during the period.
2025 2024
Charles Tatnall £ Nil £ Nil
Timothy Cottier £ Nil £ Nil
2) Consultancy fees paid to Brookborne Limited and Kinloch Corporate Finance
Limited
2025 2024
Brookborne Limited £57,600 £57,600
Kinloch Corporate Finance Limited £18,000 £18,000
These amounts are shown net of
irrecoverable VAT.
3) As at 28 February 2025, Brookborne Limited was owed accrued fees of
£139,655 (February 2024: £179,200) and Kinloch Corporate Finance
Limited was owed accrued fees of £85,815 (February 2024: £67,780).
Brookborne Limited is controlled by Charles Tatnall.
Kinloch Corporate Finance Limited is controlled by Timothy Cottier.
4) Consultancy fees accrued in the year to James Longley a shareholder and
ex-Director of the Company amounted to £57,600 (February 2024: £57,600) (net
of VAT). James Longley is also owed a further £102,096 in consultancy fees
and from cash injected from this and previous periods (a total balance owing
to him of £159,696). James is also owed a further £39,117 in expenses
incurred during the year that have not yet been reimbursed by the company.
James holds 27,500,000 shares in the Company which are held through Hargreaves
Lansdown (Nominees) Limited. The amount of accrued fees has been included in
the Accruals balance owed at the balance sheet date.
5) The Company during the previous two financial years, had made loans to
related parties being Plutus Energy Limited and Plutus PowerGen PLC. A total
of £206,700 was loaned in the year ended 28 February 2023 and an additional
£187,000 was loaned in the during the year ended 29 February 2024, being a
total of £393,700. Full provision had been made against these loans in the
balance sheet as at 29 February 2024. However, these loans were written back
and offset against amounts owed to a director and a former director during the
year. A further loan of £10,000 was made to Plutus Powergen PLC during the
year to 28 February 2025, which has also been re-assigned to the two
individuals.
19 Capital commitments
There was no capital expenditure contracted for at the end of the reporting
period but not yet incurred.
20 Ultimate controlling party
As at 28 February 2025 there is no ultimate controlling party.
21 Prior year adjustment
An error in the 2024 financial statements was identified and corrected. This
has been put through the financial statements as a prior year adjustment.
The 2024 comparatives have been restated for the correction of the error,
details of which are given below.
The prior year adjustment only impacts the February 2024 figures and therefore
no third balance sheet and no comparative prior year balances are required to
be disclosed. The changes have resulted in changes in both the Statement of
Comprehensive Income and the Statement of Financial Position. The prior year
adjustment has resulted in both interest expense and total net liabilities of
the company reducing by £14,115.
Convertible loan note interest
An interest charge was erroneously charged to one of the company convertible
loan notes in the 2024 accounts. It was later realised that no interest was
chargeable. To correct this error, the interest charge calculated at £14,115
has been reversed. The rectification has resulted in the 2024 operating loss
to be £14,115 less than originally stated. The Statement of Financial
Position for 2024 has able been rectified by reducing the Convertible loan
note reserve by the same amount.
22. Events after the reporting period
Tatbels Limited, a company that is controlled by Charles Tatnall, a director,
has made an interest-free loan facility of £150,000 available to the company
since the year end to assist operating cashflow. The amount of the facility
used up to the signing of this report was £107,800.
ENDS
For further information visit www.fandangoholdingsplc.com or contact:
Charles Tatnall Fandango Holdings plc ctatnall@btinternet.com (mailto:ctatnall@btinternet.com)
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