Globe Capital Limited: Annual report For the year ended 31 December 2023
28/06/2024 15:27
Globe Capital Limited
("Globe Capital" or the "Company")
Annual report
For the year ended 31 December 2023
Chairman’s statement
For the year ended 31 December 2023
Globe Capital Limited (AQSE : GCAP) is pleased to announce its audited annual
results for the year ended 31 December 2023.
Chairman’s statement
I am pleased to announce the final audited results for Globe Capital Limited
(the "Company") and its subsidiaries (the "Group") for the year ended December
31, 2023.
Financial performance
The turnover for the year was £Nil (2022: £Nil) and the loss was £99,211
(2022: £94,111). The loss per share was 0.04 pence (2022: 0.04 pence). In the
past year, the Directors have kept operational costs at a minimum, where
possible.
Review of operations
The Company’s investment strategy is to seek and evaluate appropriate
investment opportunities in businesses that offer capital growth.
The Company’s full annual report, includes a going concern note in relation
to the preparation of the financial statements, which confirms that whilst the
Company’s current liabilities exceeded its current assets as at 31 December
2023 by £186,133, continued support is currently being provided by the
Company’s Directors and shareholders Burns Singh Tennent-Bhohi (Glenpani
Group & Eastport Ventures Inc.) and Simon Grant-Rennick. The Auditors have
indicated a material uncertainty which may cast significant doubt about the
Group’s ability to continue as a going concern but have not qualified their
opinion.
The Company is still well placed to take advantage of any opportunities as
they arise through 2024 onwards and will continue to look for further fund
raising opportunities and investments.
Simon Grant Rennick
Chairman
Date: 28 June 2024
The directors of Globe Capital Limited accept responsibility for this
announcement.
For further information
Globe Capital Limited
Darren Edmonston
Tel: +44 (0) 1279 635511
CORPORATE ADVISER AND CONTACT DETAILS:
Peterhouse Capital Limited
Tel: +44 (0) 207 469 0930
Strategic Report
For the year ended 31 December 2023
REVIEW OF BUSINESS
The Company has been unable to pursue any significant investment transactions
this year. As with the previous year, the primary focus has been on reducing
administrative costs and settling legacy debts from prior management, while
the Board considers the most suitable investment strategy, anticipating a more
favourable environment within the capital markets community.
In addition to the Directors who have extended finance to the Company, the
Company's other significant legacy lender, holding a £100,000 6% convertible
redeemable loan note, is now Brustir Pte Ltd. Brustir has been highly
supportive and understanding of the Company's objectives, and discussions up
to the year-end have been positive in seeking a solution to retire this note.
The Company, with the support of its Board and shareholders, remains committed
to evaluating suitable investment opportunities and will continue to maintain
a disciplined cost base while preparing for a more favorable market.
POST YEAR-END REVIEW
The Board of Directors has been engaged in positive conversations and is
excited to enter the next financial period with promising discussions ongoing.
Consistent with the Company’s activity up to the year-end 2023, the Board
has not significantly progressed any investment transactions as of the date of
this report.
Key considerations for the Company's future success include reassessing its
current investment policy, evaluating distressed operating assets, and
retiring its final creditor, Brustir Pte Ltd. Brustir, which acquired a legacy
convertible loan note last year, has been an extremely supportive lender.
Ongoing discussions with Brustir are focused on potential solutions to redeem
the outstanding balance and associated interest.
OUTLOOK
The Board are committed to deliver value to the shareholders of the Company
and whilst presented with current market challenges remain optimistic of
identifying investment opportunities that present attractive growth profiles.
Burns Singh Tennent-Bhohi
Director
Date: 28 June 2024
DIVIDENDS
No dividends have been declared for the year ended 31 December 2023.
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2023
Note 2023 2022
GBP GBP
Revenue - -
Administrative expenses (88,057 ) (87,018 )
Finance costs (11,154 ) (7,093 )
Loss before income tax 5 (99,211 ) (94,111 )
Income tax 6 - -
Loss and other comprehensive loss for the year (99,211 ) (94,111 )
Loss per share 7 Pence Pence
Basic and diluted (0.04 ) (0.04 )
All operations are considered to be continuing.
Globe Capital Limited
Consolidated statement of financial position
As at 31 December 2023
Note 2023 2022
GBP GBP
Non-current assets
Goodwill 8 - -
Financial assets at fair value through profit or loss 9 2,966 4,482
2,966 4,482
Current assets
Other receivables and prepayments 10,945 10,540
Cash and cash equivalents 1,801 2,062
12,746 12,602
Current liabilities
Other payables 10 198,879 183,710
Net current liabilities (186,133 ) (171,108 )
Total assets less current liabilities (183,167 ) (166,626 )
Non-current liabilities
Amounts due to related companies 11 136,671 78,000
Amounts due to directors 11 111,776 87,777
248,447 165,777
Net liabilities (431,614 ) (332,403 )
Capital and reserves
Share capital 12(a) 645,094 645,094
Share premium account 940,226 940,226
Reserves (2,016,934 ) (1,917,723 )
Total equity (431,614 ) (332,403 )
Approved and authorised for issue by the Board of Directors on 28 June 2024
Globe Capital Limited
Company statement of financial position
As at 31 December 2023
Note 2023 2022
GBP GBP
Non-current assets
Investment in Subsidiary 1,250 1,250
Goodwill 8 - -
Financial assets at fair value through profit or loss 9 2,966 4,482
4,216 5,732
Current assets
Other receivables and prepayments 10,844 10,440
Loans receivables 1,801 2,062
12,645 12,502
Current liabilities
Other payables 10 198,879 183,711
Net current liabilities (186,234 ) (171,209 )
Total assets less current liabilities (182,018 ) (165,477 )
Non-current liabilities
Amount due to related companies 11 136,671 78,000
Amounts due to directors 11 111,776 87,777
248,447 165,777
Net liabilities (430,465 ) (331,254 )
Capital and reserves
Share capital 12(a) 645,094 645,094
Share premium account 940,226 940,226
Reserves (2,015,785 ) (1,916,574 )
Total equity (430,465 ) (331,254 )
The loss of the parent company for the year ended 31(st) December 2023 was
£99,211 (2022 - £84,352)
Approved and authorised for issue by the Board of Directors on 28 June 2024
Globe Capital Limited
Statement of changes in equity
For the year ended 31 December 2023
Group
Share Share Accumulated
capital premium losses Total
GBP GBP GBP GBP
As at 1.1.2022 645,094 940,226 (1,823,612 ) (238,292 )
Loss and total comprehensive loss for the year - - (94,111 ) (94,111 )
As at 31.12.2022 and 1.1.2023 645,094 940,226 (1,917,723 ) (332,403 )
Loss and total comprehensive loss for the year - - (99,211 ) (99,211 )
As at 31.12.2023 645,094 940,226 (2,016,934 ) (431,614 )
Company
Share Share Accumulated
capital premium losses Total
GBP GBP GBP GBP
As at 1.1.2022 645,094 940,226 (1,832,222 ) (246,902 )
Loss and total comprehensive loss for the year - - (84,352 ) (84,352 )
As at 31.12.2022 and 1.1.2023 645,094 940,226 (1,916,574 ) (331,254 )
Loss and total comprehensive loss for the year - - (99,211 ) (99,211 )
As at 31.12.2023 645,094 940,226 (2,015,785 ) (430,465 )
Globe Capital Limited
Consolidated statement of cash flows
For the year ended 31 December 2023
2023 2022
GBP GBP
Cash flows from operating activities
Loss before income tax (99,211 ) (94,111 )
Adjustments for:
Increase in value of Financial Assets 1,516 3,756
Interest expenses 11,154 7,093
Operating loss before working capital changes (86,541 ) (83,262 )
Changes in working capital:
Other receivables and prepayments (405 ) (1,696 )
Increase/(Decrease) in creditors 4,015 (18,915 )
Net cash used in operating activities (82,931 ) (103,873 )
Cash flows from investing activities
Increase in loans from related parties 58,671 45,500
Increase in directors loan 23,999 33,542
Net cash from investing activities 82,670 79,042
Net decrease in cash and cashEquivalents (261 ) (24,831 )
Cash and cash equivalents at beginning of the year 2,062 26,893
Cash and cash equivalents at end of the year 1,801 2,062
Analysis of cash and cash equivalents
Cash and bank balances 1,801 2,062
1. General information
Globe Capital Limited (the “Company”, together with its subsidiaries, the
“Group”) is an exempted company limited by shares and incorporated in the
Cayman Islands on 18 September 2009. The address of the Company’s registered
office is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111,
Cayman Islands.
The Group is principally engaged in the promotion of companies from the UK and
EU within the gulf region.
2. Basis of preparation
(a) Statement of compliance
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS. The financial statements
have been prepared under the historical cost convention as modified by the
revaluation of certain assets. The Historical Financial Information is
presented in pounds sterling, which is the functional currency of the company.
(b) The following standards and interpretations apply for the
first time to financial reporting periods commencing on or after 1 January
2022:
Effective date - Annual periods beginning on or after: Expected Impact
Amendment to IFRS 3 – References to the Conceptual Framework updated 1 January 2022 No
Amendments to IAS 16 – Proceeds before intended use 1 January 2022 No
Amendments to IAS 37 – Onerous Contracts 1 January 2022 No
Annual improvements to IFRS Standards 2018-2020 cycle – IFRS 1, IFRS9, IFRS 16 and IAS41 1 January 2022 No
2. Basis of preparation (Cont’d)
The following standards and interpretations apply for the first time to
financial reporting periods commencing on or after 1 January 2023:
Effective date - Annual periods beginning on or after: Expected Impact
Amendments to IFRS 4 – Expiry date of the deferral approach 1 January 2023 No
Initial application of IFRS 17 - Insurance contracts 1 January 2023 No
Amendments to IFRS 17 – Comparative information for initial application 1 January 2023 No
Amendments to IAS 8 – Definition of accounting estimates 1 January 2023 No
Amendments to IAS 1 – Disclosure of accounting policies 1 January 2023 Yes
Amendments to IAS 12 – Deferred tax assets and liabilities arising from a single transaction 1 January 2023 No
Amendments to IAS 1 – Classification of liabilities as current or non-current with covenants 1 January 2024 No
Amendments to IFRS 16 – Lease liability in a sale and leaseback 1 January 2024 No
(c) Adoption of going concern
When preparing the consolidated financial statements, the Group’s ability to
continue as a going concern has been assessed. These consolidated financial
statements have been prepared by the directors of the Company (the
“Directors”) on a going concern basis notwithstanding that the Group
incurred a net loss of GBP99,211 for the year ended 31 December 2023 and as at
that date, the Company’s current liabilities exceeded its current assets by
GBP186,133 and its total liabilities exceeded its total assets by GBP431,614
respectively as Glenpani Group and Simon Grant Rennick, a shareholder and the
company’s director, has indicated to provide continuing financial support to
the Group.
3. Critical accounting estimates and judgements
Estimates and judgements are evaluated and are based on these consolidated
financial statements and previous experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. However, there are no estimates or assumptions used on these
consolidated financial statements that the Directors expect will have a
significant risk of causing material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
4. Significant accounting policies
(a) Basis of measurement
The consolidated financial statements have been prepared on the historical
cost basis as modified by the revaluation of financial assets at fair value
through profit or loss.
(b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company. Control is achieved when
the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its
involvement with the investee; and
has the ability to use its power to affect its returns.
The Group reassesses 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 listed above.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statement of profit or loss
and other comprehensive income from the date the Group gains control until the
date when the Group ceases to control the subsidiary. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by other members of the
Group.
All intra-group transactions, balances, income and expenses are eliminated in
full on consolidation.
(c) Business combination and goodwill
Business combination is accounted for using the acquisition method. The
consideration transferred is measured at the acquisition date fair value which
is the sum of the acquisition date fair values of assets transferred by the
Group, liabilities assumed by the Group from the former owners of the acquiree
and the equity interests issued by the Group in exchange for control of the
acquiree. For each business combination, the acquirer measures the
non-controlling interest in the acquiree either at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition
costs are expensed as incurred.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair
value of the acquirer’s previously held equity interest in the acquiree is
re-measured to fair value as at the acquisition date through profit or loss.
4. Significant accounting policies (cont’d)
(c) Business combination and goodwill (cont’d)
Any contingent consideration to be transferred by the acquirer is recognised
at fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration which is deemed to be an asset or a liability is
recognised either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it shall not
be re-measured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of
the consideration transferred, the amount recognised for non-controlling
interests and any fair value of the Group’s previously held equity interests
in the acquire over the identifiable assets acquired and liabilities assumed.
If the sum of this consideration and other items are lower than the fair value
of the net assets of the subsidiary acquired, the difference is, after
reassessment, recognised in profit or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. Goodwill is tested for impairment annually or more
frequently if events or changes in circumstances indicate that the carrying
value may be impaired. The Group performs its annual impairment test of
goodwill as at 31 December. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date, allocated to
each of the Group’s cash generating units, or group of cash-generating
units, that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group are assigned
to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the
cash-generating unit to which the goodwill relates. Where the recoverable
amount of the cash-generating unit (group of cash generating units) is less
than the carrying amount, an impairment loss is recognised. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Where goodwill forms part of a cash-generating unit and part of the operation
within that unit is disposed of, the goodwill associated with the operation
disposed of is included in the carrying amount of the operation when
determining the gain or loss on disposal of the operation. Goodwill disposed
of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
(d) Segment reporting
A business segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments. A geographical segment is engaged in
providing products or services within a particular economic environment that
are subject to risks and returns different from those of segments operating in
other economic environments.
The Directors consider the group is an investing group and no segmental
analysis is necessary.
4. Significant accounting policies (cont’d)
(e) Taxation
Income tax expense comprises current and deferred tax. Income tax expense is
recognised in profit or loss except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in equity.
Current income tax is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantively enacted at the end of the
reporting period, and any adjustment to tax payable in respect of previous
years.
Deferred income tax is recognised using the liability method, providing for
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the
initial recognition of goodwill, the initial recognition of assets or
liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit, and differences relating to
investments in subsidiaries and jointly ventures to the extent that they
probably will not reverse in the foreseeable future. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively
enacted at the end of the reporting period.
(f) Foreign currency transactions
Transactions in currencies other than the functional currency are translated
at the foreign exchange rate ruling at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the end of the
reporting period are translated at the foreign exchange rate ruling at that
date. Foreign exchange differences arising on translation are recognised in
profit or loss.
4. Significant accounting policies (cont’d)
(g) Financial assets
The Group classifies its financial assets into one of the following
measurement categories at initial recognition as subsequently measured at:
fair value through profit or loss and amortised cost. The classification
depends on the Group’s business model for managing its financial instruments
and the contractual cash flow characteristics of the instruments, or the
election of fair value option. All financial assets are recognised initially
at fair value. Except for financial assets carried at fair value through
profit or loss, all transaction costs of financial assets are included in
their initial carrying amounts.
Financial assets at fair value through profit or loss
A financial asset which has been acquired or incurred principally for the
purpose of selling in the short term or is part of a portfolio of identified
financial instruments that are managed together and for which there is
evidence of a recent actual pattern of short-term profit-taking is classified
as held for trading. Derivatives are also classified as held for trading
unless they are designated as effective hedging instruments.
These assets are recognised initially at fair value, with transaction costs
taken directly to profit or loss, and are subsequently re-measured at fair
value.
Gains and losses from changes in the fair value of such assets (excluding the
interest component) are reported in net trading gain/loss or net gain/loss on
financial instruments designated at fair value through profit or loss. The
interest component is reported as part of the interest income. Dividend income
of this category are also recognised in net trading gain/loss or net gain/loss
on financial instruments designated at fair value through profit or loss when
the Group’s right to receive payment is established.
Financial assets at amortised cost
Financial assets are classified as subsequently measured at amortised cost if
both of the following conditions are met: (i) the financial assets are held
within a business model with the objective to hold financial assets in order
to collect contractual cash flows (“hold-to-collect” business model), and
(ii) the contractual terms of the financial asset give rise to cash flows that
are solely payments of principal and interest on the principal amount
outstanding on specified dates. They are initially recognised at fair value
plus any directly attributable transaction costs and are subsequently measured
at amortised cost using the effective interest method less allowances for
impairment losses. Interest income which includes the amortisation of premium
or discount is calculated using the effective interest method and is
recognised in the profit or loss, gains or losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
4. Significant accounting policies (cont’d)
(h) Receivables and allowance for expected credit losses
Receivables are recognised when the Group has an unconditional right to
receive consideration. A right to receive consideration is unconditional if
only the passage of time is required before the payment of consideration is
due. Receivables are measured at amortised cost using the effective interest
rate method less allowance for expected credit losses (“ECLs”).
ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the present value of all expected cash shortfalls (i.e. the
difference between the cash flows due to the Group in accordance with the
contract and the cash flows that the Group expects to receive).
In measuring ECLs, the Group takes into account reasonable and supportable
information that is available without undue cost or effort. This includes
information about past events, current conditions and forecasts of future
economic conditions.
ECLs are measured on either of the following bases:
* 12-month ECLs: these are losses that are expected to result from possible
default events within the 12 months after the reporting date; and
* Lifetime ECLs: these are losses that are expected to result from all
possible default events over the expected lives of the items to which the ECL
model applies.
Loss allowances for trade receivables are always measured at an amount equal
to lifetime ECLs. For other receivables, the Group recognises a loss
allowance equals to 12-month ECLs unless there has been a significant increase
in credit risk of the other receivables since initial recognition, in which
case the loss allowance is measured at an amount equals to lifetime ECLs.
In assessing whether the credit risk of a receivable has increased
significantly since initial recognition, the Group compares the risk of
default occurring on the receivable assessed at the reporting date with that
assessed at the date of initial recognition. In making this reassessment,
the Group considers that a default event occurs when (i) the borrower is
unlikely to pay its credit obligations to the Group in full, without recourse
by the Group to actions such as realising security (if any is held); or (ii)
the financial asset is 90 days past due. The Group considers both
quantitative and qualitative information that is reasonable and supportable,
including historical experience and forward-looking information that is
available without undue cost or effort.
4. Significant accounting policies (cont’d)
(h) Receivables and allowance for expected credit losses
(cont’d)
Depending on the nature of the receivables, the assessment of a significant
increase in credit risk is performed on either an individual basis or a
collective basis. When the assessment is performed on a collective basis, the
receivables are grouped based on shared credit risk characteristics, such as
past due status and credit risk ratings.
ECLs are remeasured at each reporting date to reflect changes in the
receivables’ credit risk since initial recognition. Any change in the ECLs
amount is recognised in profit or loss. The Group recognises an impairment
gain or loss for all receivables with a corresponding adjustment to their
carrying amount through a loss allowance account.
At each reporting date, the Group assesses whether a financial asset is
credit-impaired. A financial asset is considered credit-impaired if there is
observable evidence that the debtors have significant difficulties.
The gross carrying amount of receivable is written off (either partially or in
full) to the extent that there is no realistic prospect of recovery. This is
generally the case when the Group determines that the debtor does not have
assets or sources of income that could generate sufficient cash flows to repay
the amounts subject to the write-off. Subsequent recoveries of an asset that
was previously written off are recognised as a reversal of impairment in
profit or loss in the period in which the recovery occurs.
(i) Impairment of non-financial assets
At the end of each reporting period, the Group determines whether there is any
indication of impairment of assets. If there is any indication of impairment,
the recoverable amount of the relevant asset or group of assets is estimated
and compared with the carrying amount.
The recoverable amount is the higher of an asset’s fair value less costs to
sell and value in use. For the purpose of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). If the recoverable amount of an asset or a
group of assets is less than its carrying amount, the carrying amount of the
asset or group of assets is reduced to the recoverable amount. Impairment
losses are recognised as an expense in profit or loss.
4. Significant accounting policies (cont’d)
(j) Payables
Payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, unless the effect of
discounting would be immaterial in which case they are stated at cost.
(k) Provisions
Provision is recognised in the consolidated statement of financial position
when the Group has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefits will be
required to settle the obligation, and the obligation can be reliably
measured. If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where appropriate, the risks
specific to the liability.
(l) Cash equivalents
Cash equivalents includes cash in hand, deposits held at call with banks,
other short-term highly liquid investments with original maturities of three
months or less, and bank overdrafts.
(m) Employee benefits
Salaries, annual bonuses, paid annual leave, contributions to defined
contribution retirement plans and the cost of non-monetary benefits are
accrued in the period in which the associated services are rendered by
employees. Where payment or settlement is deferred and the effect would be
material, these amounts are stated at their present values.
(n) Related parties
A person or a close member of that person’s family is related to the Group
if that person:
1. has control or joint control over the Group;
2. has significant influence over the Group; or
3. is a member of the key management personnel of the Group or the Group 's
parent.
4. Significant accounting policies (cont’d)
(n) Related parties (cont’d)
An entity is related to the Group if any of the following conditions applies:
1. The entity and the Group are members of the same group (which means that
each parent, subsidiary and fellow subsidiary is related to the others).
2. One entity is an associate or a joint venture of the other entity (or an
associate or a joint venture of a member of a group of which the other entity
is a member).
3. Both entities are joint ventures of the same third party.
4. One entity is a joint venture of a third entity and the other entity is an
associate of the third entity.
5. The entity is a post-employment benefit plan for the benefit of employees
of either the Group or an entity related to the Group.
6. The entity is controlled or jointly controlled by a person identified in
the preceding paragraph.
7. A person identified in (i) of the preceding paragraph has significant
influence over the entity or is a member of the key management personnel of
the entity (or of a parent of the entity).
8. The entity, or any member of a group of which it is a part, provides key
management personnel services to the Group or to the Group 's parent.
Close members of the family of a person are those family members who may be
expected to influence, or be influenced by, that person in their dealings with
the entity.
(o) Events after the reporting period
Events after the reporting period that provide additional information about
the Group’s position at the end of the reporting period or those that
indicate the going concern assumption is not appropriate are adjusting events
and are reflected in the financial statements. Events after the reporting
period that are not adjusting events are disclosed in the notes to the
financial statements when material.
5. Loss before income tax 2023 2022
GBP GBP
Loss before income tax is stated after charging:
Directors’ remuneration 24,000 24,000
Auditors remuneration 8,500 8,500
Exchange loss, net 478 2,751
Interest expenses 11,154 7,093
6. Income tax
(a) No provision for income tax has been made in these
consolidated financial statements as the Group has no estimated taxable profit
in the jurisdiction in which it operates.
Income tax is reconciled to loss before income tax as follows:
2023 2022
GBP GBP
Loss before income tax (99,211 ) (94,111 )
Loss before income tax at applicable tax rates (18,850 ) (17,881 )
Tax effect of expenses not deductible 18,850 17,881
Income tax - -
(b) The Group had no significant temporary differences at the
end of the reporting period.
7. Loss per share
Basic loss per share is calculated by dividing loss for the year attributable
to shareholders by the weighted average number of Ordinary Shares outstanding
during the year.
2023 2022
Loss attributable to shareholders (in GBP) (99,211 ) (94,111 )
Weighted average number of Ordinary Shares in issue 255,919,752 255,919,752
Basic loss per share (in pence) (0.04 ) (0.04 )
Diluted loss per share N/A N/A
The Group had no potential dilutive instruments during the current and
preceding years.
8. Goodwill
The Group tests goodwill annually for impairment or more frequently if there
are indications that goodwill might be impaired.
As at 31 December 2022 and 2023, the goodwill of GBP1,150 in relating to the
acquisition of Globe Capital Administration Limited was fully impaired.
9. Financial assets at fair value through profit or loss 2023 2022
Company Group Company Group
GBP GBP GBP GBP
At fair value:
Listed equity investments 2,966 2,966 4,482 4,482
The fair value of the listed equity investments is
based on quoted market price as at 31 December 2023.
10. Other payables
Other Payables less than one year
2023 2022
Company Group Company Group
GBP GBP GBP GBP
Trade Creditors 42,647 42,647 20,618 20,617
Other payables 136,000 136,000 151,093 151,093
Accruals 20,232 20,232 12,000 12,000
198,879 198,879 183,711 183,710
Included in other payable of £100,000 is bearing an interest rate of 6% per
annum, unsecured and repayable within one year.
11. Amounts due to related companies and directors
Amount due to Glenpani Group is unsecured, interest-free and not repayable
within one year.
Amount due to Eastport Ventures Inc is bearing interest rate at 10% per annum,
unsecured and not repayable within one year.
Amounts due to directors are unsecured, interest-free and not repayable within
one year.
2023 2022
GBP GBP
Glenpani Group 57,977 50,000
Eastport Ventures Inc 78,694 28,000
Directors loan accounts 111,776 87,777
248,447 165,777
The maximum balance payable to the directors during the year was:
2023 2022
GBP GBP
Mr Simon Grant Rennick 42,042 42,042
Mr Darren George Edmonston 69,734 45,735
111,776 87,777
12. Share capital and capital management
(a) Share capital 2023 2022
GBP GBP
Authorised:
93,804,979,600 Ordinary Shares of 0.01 pence each 9,380,498 9,380,498
4,146,600 Class A Non-Voting Shares of 9 pence each 373,194 373,194
24,879,600 Class B Non-Voting Shares of
0.99 pence each 246,308 246,308
10,000,000 10,000,000
Issued and fully paid:
255,919,752 Ordinary Shares of 0.01 pence each 25,592 25,592
4,146,600 Class A Non-Voting Shares of 9 pence each 373,194 373,194
24,879,600 Class B Non-Voting Shares of
0.99 pence each 246,308 246,308
645,094 645,094
(b) Capital management
The Group’s policy is to maintain a strong capital base so as to maintain
investors, creditors and market confidence and to sustain future development
of the business. The Directors manage the Group’s affairs to achieve
shareholder returns through capital growth and income.
The Group is not subject to any externally imposed capital requirements.
13. Related party transactions
Apart from the transactions disclosed elsewhere in the notes to the
consolidated financial statements, the Group had the following material
transactions with its related parties during the year:
Included in Non-Current Liabilities and other payables is an amount of
£57,977 (2022- £50,000) payable to Glenpani Group a Company which Mr Burns
Singh Tennent-Bhohi is Chairman and 100% Shareholder.
Included in Non-Current Liabilities and other payables is an amount of
£78,694 payable to Eastport. Ventures Inc., a Company which Mr Burns Singh
Tennent-Bhohi is Chairman, a material shareholder (more than 25% less than
50%) and founding partner of. Mr Simon Grant-Rennick is also a Non-Executive
Director of Eastport Ventures Inc.
Amounts due to directors within Non-current liabilities include £42,042 (2022
- £42,042) payable to Mr Simon Grant Rennick and Mr Darren George Edmonston
£69,734 (2022 - £45,735), both directors of the company.
During the year accountancy fees of £8,515 (2022 - £4,900) was payable to
EDS Solutions Limited Trading As Bushwood Accountants a company which Mr
Darren George Edmonston is a director and a shareholder. Included within
current liabilities, other payables was an amount owing at the year end of
£3,590 (2022 - £3,500).
14. Financial risk management
The Group’s activities expose it to a variety of financial risks: credit
risk, liquidity risk, currency risk and market price risk. Risk management is
carried out by the Directors.
1. Credit risk
Credit risk is the risk that a party to a financial instrument will cause a
financial loss for the Group by failing to discharge an obligation. The Group
manages credit risk by setting up credit control policy and periodic
evaluation of credit performance of the other parties, measured by the extent
of past due or default.
Management makes periodic assessment on the recoverability of receivables
based on historical payment records, the length of overdue period, the
financial strength of the debtors and whether there are any disputes with the
debtors.
The credit quality of other and loan receivables was assessed with reference
to historical information about the counterparties default rates and financial
position of the counterparties. The Directors have conducted a ECLs review and
opined that except for those unrecoverable items that have been written off,
the credit risk of the remaining items was low due to the sound collection
history of due from them. Therefore, ECL rate of these items was assessed to
be close to zero and no provision was made as at 31 December 2023 and 2022.
The Group’s deposits with banks are placed with certain banks in overseas,
which the management believes are of high credit quality. Accordingly, the
overall credit risk is considered limited.
1. Liquidity risk
Liquidity risk is the risk that the Group will encounter differently in
meeting obligations associated with financial liabilities. The Group manages
liquidity risk by obtaining continuing financial support from a shareholder to
meet its liabilities when they fall due.
The maturity profile of the non-derivative financial liabilities of the Group
as at 31 December 2023, based on contractual undiscounted obligations, is as
follows:
2023 2022
GBP GBP
Other payables 198,879 183,710
Amount due to related companies 152,410 78,000
Amounts due to directors 111,776 87,777
463,065 349,487
Due for payment:
Within one year or on demand 198,879 183,710
In the second to fifth years 264,186 165,777
463,065 349,487
14. Financial risk management (cont’d)
1. Currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. The Group manages currency risk, when it is considered significant,
by entering into appropriate currency forward contracts.
1. Market price risk
Market price risk is the risk that the fair value or future cash flows of a
financial instrument traded in the market will fluctuate because of changes in
market prices. The Group manages market price risk, when it is considered
significant, by entering into appropriate derivative contracts.
The Group is exposed to market price risk for its financial assets at fair
value through profit or loss. As the Company’s policy is only to invest on
such investments with its surplus funds, the exposure does not have
significant impact on the Company’s financial position.
Should the market value of the Group’s financial assets at fair value
through profit or loss fluctuate by 10% as at 31 December 2023, the financial
assets at fair value through profit or loss would increase/decrease by GBP264
(2022 : £3,756), and the Company’s loss for the year then ended would
decrease/increase by the same amount.
(b) Fair value
(i) Financial instruments carried at fair value
The level into which a fair value measurement is classified is determined with
reference to the observability and significance of the inputs used in the
valuation techniques as follows:
Level 1: Fair value measured using unadjusted quoted prices in active markets
for identical assets or liabilities at the measurement date.
Level 2: Fair value measured using observable inputs and not using
significant unobservable inputs. Unobservable inputs are inputs for which
market data are not available.
Level 3: Fair value measured using significant unobservable inputs.
As at 31 December 2023, the Group’s financial assets at fair value through
profit or loss of GBP2,966 (2022: GBP4,482) are carried at fair value based on
Level 1 of the fair value hierarchy.
During the year ended 31 December 2023, there was no significant transfer
between financial instruments in Level 1 and Level 2, or transfer into or out
of Level 3 of the fair value hierarchy.
(ii) The carrying amounts of the Group’s other financial
assets and financial liabilities approximate their fair values.
15. Subsidiaries
Details of subsidiary as at 31 December 2022 and 2023 are as follows:
Equity percentage
Place of held the Company Principal
Name of company establishment Directly Indirectly activity
Globe CapitalAdministration Limited Great Britain 100% - Inactive
The registered address for Globe Capital Administration Limited, is The Barn,
Tednambury Farm, Tednambury, Bishops Stortford CM23 4BD.
The registered office of the previous subsidiary, Vogel Marketing Consultants
FZE, was Unit I1-106C, Ajman Free Zone Authority, Near Ajman Port, AJMAN
(U.A.E.), P.O.Box - 932
16. Ultimate Controlling Party
There is no controlling party.
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