REG - Highway Capital PLC - Annual Financial Report
22/06/2022 13:00
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RNS Number : 8275P Highway Capital PLC 22 June 2022
Company registration no. 02991159
HIGHWAY CAPITAL plc
ANNUAL REPORT
For the year ending 28 February 2022
HIGHWAY CAPITAL plc
Contents
Page
Chairman's statement
3
Strategic report
4
Directors'
report
6
Directors' responsibility statement
10
Directors' remuneration
report
11
Corporate
governance
13
Independent auditors'
report
16
Statement of comprehensive
income
21
Statement of financial
position
22
Statement of changes in
equity
23
Statement of cash flows
24
Notes to the
accounts
25
Company
information
32
HIGHWAY CAPITAL plc
Chairman's statement
Year ended 28 February 2022
Dear Shareholders
The year ended February 2022 was a positive one for the Company. Continuous
efforts, in line with the Company's strategy to identify a transactional
opportunity of a large scale, resulted in the major event in the life of the
Company.
As announced on 11 October 2021, Highway Capital Plc entered into Heads of
Terms with Guinevere Capital Esports & Entertainment, opening the way to a
Reverse Takeover Transaction. The agreement led to initiating the procedures
required to enable the re-admission of the Company's shares to trading on the
LSE.
At the time of publication of this report, we are solidly on the way to having
the Reverse Takeover transaction completed in a due course, subject to general
market conditions. I would like also to invite you to follow the new
developments in that regard during the remainder of 2022.
Dr Ludwik Sobolewski
Chairman
20 June 2022
HIGHWAY CAPITAL plc
Strategic report
Year ended 28 February 2022
Review of Business
On 11 October 2021 Highway Capital Plc entered into Heads of Terms with
Guinevere Capital Esports & Entertainment. The Reverse Takeover
transaction is currently being worked on.
Convertible Loan Notes - Current Financial Year
Between 13 July 2021 and 30 November 2021, the Company completed a placing of
£278,000 Convertible Loan Notes for working capital purposes. The notes
have a term of 5 years and are convertible into new shares in the Company.
The Convertible Loan Note issued 13 July 2021 for the amount of £200,000 to
an unconnected investor has a conversion price of 5p per new ordinary share
and has base interest of 10% for the remainder of 2021 moving to 12% interest
per annum from 1 January 2022.
The Convertible Loan Note issued 5 October 2021 for the amount of £3,000 to
an unconnected investor has a conversion price of 5p per new ordinary share
and 5% interest per annum.
The Convertible Loan Note issued 24 November 2021 for the amount of £75,000
to an unconnected investor has a conversion price of 5p per new ordinary share
and 5% interest per annum.
Financial review
Key Highlights
2022 2021
Management fees - 164,500
Administrative expenses (543,132) (299,290)
Operating loss (543,132) (134,790)
Interest receivable 6 9
Basic loss per share 8 (4.73)p (1.17)p
Bank and cash
4,974 41,170
HIGHWAY CAPITAL plc
Strategic report continued
Year ended 28 February 2022
Greenhouse gas emissions and energy consumption
The Company is exempt from the requirements on disclosing its annual quantity
of emissions and energy consumption for which it is responsible.
Future plans for the business
As detailed by the Chairman in his Chairman's Statement, the company is
currently in the process of a Reverse Takeover by Guinevere Capital Esports
& Entertainment, which the directors hope will be successfully concluded
in due course.
Key risks and uncertainties
Foreign currencies: The company deals in a variety of foreign currencies:
Continual review of foreign currency movements to ensure company undertakes
transactions in the most financially beneficial currency and ensuring the
company is not overly exposed in one currency.
Brexit: Changing legislative environment between post Brexit UK and EU may
place additional regularity burdens on the company which make it more
difficult to operate with EU based companies to investments with Europe:
Reviewing strategies to monitor and address the Brexit negotiations and
outcomes.
Crisis in Ukraine: The crisis in Ukraine may impact the Company's ability to
execute an acquisition. However, the Directors will review, on an ongoing
basis, the options for the Company, including raising additional funds.
Approved on behalf of the board of directors:
Dr Ludwik Sobolewski
Chairman
20 June 2022
HIGHWAY CAPITAL plc
Directors' report
Year ended 28 February 2022
Your directors have the pleasure in submitting their report and the audited
accounts for the year ended 28 February 2022, and consider it to be fair,
balanced and understandable.
Principal activity
The Company's business strategy is to identify, evaluate and complete suitable
acquisition opportunities.
Business review and management report
The loss on ordinary activities for the year before taxation was £543,126
(2021: loss £134,781). After taxation and dividends, the loss of £543,126
(2021: loss £134,781) has been transferred to reserves.
The company continues to keep expenditure to a minimum in order to preserve
its cash resources. The company had cash at bank and in hand of £4,974 at 28
February 2022 (2021: £41,170).
Events that have occurred since the end of the financial year are detailed in
note 16 to the accounts. Details of future developments can be found in the
Chairman's statement.
Principle risks and uncertainties
The principal risks and uncertainties that the company faces are in
identifying and acquiring suitable investments. The income of the company
fluctuates with movements in interest rates.
At the date of approving these financial statements the directors are not
aware of any adverse impact arising from the crisis in Ukraine.
Dividends
The directors do not recommend the payment of a final dividend for the year.
Directors
The following directors served during the year to 28 February 2022:
L. Sobolewski (Chairman)
M. Szytko
N. Mayster
B. Patnaik
Details of directors' remuneration, service contracts and interests in the
ordinary shares of the company are included in the directors' remuneration
report on pages 11 and 12.
Mr Mayster retires by rotation and offers himself for re-election at the AGM.
He does not have a service contract with the company. Following formal
performance evaluations, the Board believes that the Chairman has performed
effectively and that he should be re-elected.
Biographies of directors
Ludwik Sobolewski, 56, was appointed a non-executive director and Chairman on
22 January 2016. Mr Sobolewski currently serves as CEO of the Bucharest Stock
Exchange, where he has been charged with a mission to implement a deep reform
of the infrastructure of the Romanian capital market, in cooperation with the
Government, the National Bank of Romania, the Romanian Financial Services
Authority and market participants. Prior to joining the Bucharest Stock
Exchange, Mr Sobolewski served as the CEO and President of the Management
Board of the Warsaw Stock Exchange. Mr Sobolewski's background also includes
serving as President of the Association of Polish Lawyers and Executive
Vice-President of the National Depository for Securities. Mr Sobolewski is
currently on the supervisory boards of ZE PAK, a company listed on the Warsaw
Stock Exchange, the Financial Revision Commission of the Sztuka Media Film
Foundation and he is a member of the Council of the Teraz Polska (Poland Now)
Foundation, promoting small and medium entrepreneurship.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
Maciej Szytko, 39, was appointed as a non-executive director on 19 September
2011. He is a Commercial Studies graduate from the University of Westminster.
Maciej has extensive experience in the financial market gained through
participation across a broad range of projects and capital transactions,
including PE/VC projects as well as Equity and Debt Raising for both IPO and
SPO transactions.. He is currently a self-employed adviser and active investor
in public and private companies with a focus on the Commonwealth of
Independent States (CIS) and the Warsaw Stock Exchange (WSE), where his first
financial successes occurred.
Nicolay Mayster, 46, was appointed as non-executive director on 29 April 2019.
He graduated in Tunisia in 1997 with a Bachelor degree in Managerial Sciences,
major - Banking Management. Nicolay started his career in Tunisia as an equity
analyst in Smart Finance, a local research firm. In Bulgaria, he worked as
an analyst and a stock broker for a large brokerage firm before starting
Intercapital in 2001. Nicolay is a Chartered Financial Analyst.
Biswanath Patnaik, 44, was appointed as non-executive director on 27 November
2019. He holds an MBA and a Law degree from Utkal University, and is a
banker with operations in London, Singapore and Dubai. Mr Patnaik is also a
co-owner of a Multispeciality Hospital in Bhubaneswar, India. He is the
Chairman of an international committee of a Social Action Foundation based out
of Delhi, which provides vocational training and education to under privileged
children. Biswanath's family owns three mines in the state of Odisha in
India, which extract iron ore, bauxite and paraphyte.
Substantial shareholdings
At 28 February 2022 the company had been notified, in accordance with the
Disclosure and Transparency Rules of the Financial Services Authority, of the
following notifiable interests in the ordinary share capital of the company:
Number of Ordinary Shares Percentage Holding
Mrs C. C. Rowan 2,375,745 20.68%
M. Szytko 2,622,060 22.82%
N. Mayster 1,900,000 16.54%
D. Wheatley 435,644 3.79%
P. Fellerman 650,000 5.66%
Wildman Asset Management SA 850,000 7.40%
There have been no subsequent notified changes since the year end.
Payment of suppliers
It is the company's policy to pay suppliers in accordance with the terms
agreed for each transaction.
Disclosure of information to auditor
The directors confirm that:
· so far as each director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and
· the directors have taken all the steps they ought to have taken as
directors in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
Qualifying third party indemnity provisions
The company's Articles of Association provide, subject to the provisions of UK
legislation, an indemnity for directors and officers of the company in respect
of liabilities they may incur in defending certain proceedings against them.
Auditors
A resolution proposing that Shipleys LLP be re-appointed as auditors of the
company will be put to the annual general meeting in accordance with Section
485 of the Companies Act 2006.
Going concern
The company is essentially a "cash shell" and apart from some interest
receivable, currently has no regular income stream. The company is therefore
dependent on its cash reserves and the injection of new funding, to fund
ongoing costs. During the year ending 28 February 2022, the Company received
net new loan funding of £278,000 to enable it to pursue its investment
strategy and for working capital purposes.
All loans to the company have been recognised as current on the basis that the
Reverse Takeover is expected in the forthcoming twelve months, at which point
all loans will be converted to equity.
After reviewing the company's budget for 2022/2023 and its medium term plans,
the directors have a reasonable expectation that, given the opportunities for
additional funding as needed, the company will have adequate resources to
continue in operational existence for the foreseeable future. The directors do
not anticipate that the ongoing crisis in Ukraine will significantly impact
the company. The directors continue to adopt the going concern basis in
preparing the annual report and accounts. The financial statements do not
include any adjustments that would result from the going concern basis being
inappropriate.
If the company were unable to trade, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for
further liabilities that might arise and to reclassify fixed assets as current
assets where applicable.
The directors are satisfied that the company will be able to meet its
obligations as they fall due for at least 12 months from the date of approval
of the company's 28 February 2022 balance sheet. As a result, the directors
consider it appropriate to prepare the financial statements on a going concern
basis.
Greenhouse gas emissions and energy consumption
The Company is exempt from the requirements on disclosing its annual quantity
of emissions and energy consumption for which it is responsible.
Post balance sheet events
As detailed by the Chairman in his Chairman's Statement, the company is
currently in the process of a Reverse Takeover by Guinevere Capital Esports
& Entertainment, which the directors hope will be successfully concluded
in due course.
Financial risk management
The company's financial risk management objective is to minimize, as far as
possible, the company's exposure to such risk as detailed in note 18 to the
accounts.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
S172 Statement
The Board believes that, individually and together, they have acted in the way
they consider, in good faith, would be most likely to promote the success of
the Company for the benefit of its members as a whole, having regard to
stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006 in
the decisions taken during the year ended 28 February 2022.
Engagement with employees
The Company currently does not have any employees other than directors or
customers, but recognizes that the long-term success of the business relies on
effective engagement with customers and employees.
Engagement with suppliers
The Company's only suppliers currently are those supplying professional
services. The Company manages relationships with suppliers as closely as
possible to ensure the services provided meet the Company's high standards.
Engagement with shareholders
Feedback from investors is obtained through direct interaction between the
Company's Board. The voting record at the Company's general meetings is
monitored for any investor feedback/issues.
The Board recognizes the importance of effective communication with its
shareholders. A range of corporate information is available on the Company's
website and this statement and the information within the Company's Annual
Report provide details to stakeholders on how the Company is governed. Company
performance is communicated to its shareholders and the market in its results
announcements, with further trading updates made where required and
appropriate
By order of the board
Maciej Szytko Director
20 June 2022
HIGHWAY CAPITAL plc
Directors' responsibility statement
Year ended 28 February 2022
The directors are responsible for preparing the strategic report and the
directors' report and the accounts in accordance with applicable law and
regulations.
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the company and of
the profit or loss for that period. In preparing those accounts, the directors
are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable UK accounting standards, including FRS 102
have been followed, subject to any material departures disclosed and explained
in the accounts;
· notify its shareholders in writing about the use of disclosure
exemptions, if any, of FRS 102 used in the preparation of accounts; and
· prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the accounts comply with the Companies Act 2006.
They are also responsible for the system of internal control, and for taking
such steps as are reasonably open to them to safeguard the assets of the
company and to prevent and detect fraud and other irregularities. The
directors are also responsible for ensuring that all information relevant to
the audit has been made available to the auditors.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The directors confirm that:
- so far as each director is aware, there is no
relevant audit information of which the company's
auditor is unaware; and
- the directors have taken all the steps that they
ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the
company's auditor is aware of that information.
Under applicable law and regulations, the directors are also responsible for
preparing a strategic report, a directors' report, directors' remuneration
report and corporate governance statement that comply with that law and those
regulations.
The directors confirm that, to the best of their knowledge and belief:
- the accounts in this document, prepared in
accordance with applicable UK law and accounting
standards, give a true and fair view of the assets, liabilities, financial
position and loss of the company; and
- the business review and management report in the
directors' report includes a true and fair review
of the development and performance of the business and the position of the
company, together with a description of the principal risks and uncertainties
that it faces.
By order of the board
Maciej Szytko Director
20 June 2022
HIGHWAY CAPITAL plc
Directors' remuneration report
Year ended 28 February 2022
Introduction
The information included in this report is not subject to audit other than
where specifically indicated.
Remuneration committee
The remuneration committee consists of the non-executive directors, Ludwik
Sobolewski and Maciej Szytko. This committee's primary function is to review
the performance of executive directors and senior employees and set their
remuneration and other terms of employment. Since the disposal of its trading
subsidiary on 24 January 2001, the company has only had one executive director
and no senior employees. The committee is also responsible for administering
any share option scheme or bonus schemes.
The remuneration committee determines the company's policy for the
remuneration of directors, having regard to the UK Corporate Governance Code
and its provisions on directors' remuneration.
The remuneration policy
It is the aim of the committee to remunerate directors competitively and to
reward performance. Details of the remuneration packages of individual
directors are set out below. There are currently no long term incentive plans,
performance bonuses or pension schemes in place. The only share options in
issue were to a former director, Dominic Wheatley, and these lapsed during the
period under review. The views of the shareholders have been considered in
the formulation of the remuneration policy, including through meeting at the
AGM. At the last AGM held, a resolution was passed to approve the directors'
remuneration report. It is the intention to implement a similar directors'
remuneration policy in 2022/2023 to that in 2021/2022.
11
HIGHWAY CAPITAL plc
Directors' remuneration report continued
Year ended 28 February 2022
Service agreements and terms of appointment
None of the directors has a service contract with the company.
Directors' interests
The directors' interests in the share capital of the company are shown below.
All interests are beneficial.
Number of ordinary shares
M. Szytko
N. Mayster
There have been no notified changes in the interests of the directors since
the year end.
Directors' emoluments (audited)
Directors' emoluments including amounts payable to third parties in respect of
directors' services are comprised as follows:
Basic Compensation Taxable 2022 2021
Non-executive directors:
Fees Salary
payment
Benefits
Total Total
L. Sobolewski
36,000
-
- -
36,000 36,000
M. Szytko
60,000
-
- -
60,000 60,000
N.
Mayster
-
-
-
-
- -
B. Patnaik
- - -
-
£96,000 £-
£- £-
£96,000 £96,000
No pension contributions were made by the company on behalf of its directors.
No director currently has share options, and no share options were granted to
or exercised by the directors during the period under review. In connection
with his resignation on 20 April 2016, Mr Wheatley was granted 150,000 options
to subscribe for new ordinary shares in Highway Capital plc at a price of 20
pence per share at any time until 20 April 2021, which lapsed during the
period under review.
Approval by shareholders
At the next annual general meeting of the company a resolution approving this
report is to be proposed as an ordinary resolution.
This report was approved by the board on 20 June 2022 and signed on its behalf
by:
Dr Ludwik Sobolewski
Chairman and Head of Remuneration Committee
HIGHWAY CAPITAL plc
Corporate governance
Year ended 28 February 2022
The policy of the Board is to manage the affairs of the company with reference
to the UK Corporate Governance Code, which is publicly available from the
Financial Reporting Council. In July 2013 the company changed from a Premium
to a Standard listing. The listing is currently suspended.
Application of principles of good governance Board of directors
The board currently comprises the non-executive Chairman, Ludwik Sobolewski,
and the three non-executive directors, Maciej Szytko, Nicolay Mayster and
Biswanath Patnaik. The articles of association require a third, but not
greater than a third, of the directors to retire by rotation each year. Since
the disposal of the company's trading subsidiary on 24 January 2001 the
company has not had a Chief Executive. The Board intends to appoint a Chief
Executive when a new business is acquired.
There are regular board meetings each year and other meetings are held as
required to direct the overall company strategy and operations. Board meetings
follow a formal agenda covering matters specifically reserved for decision by
the Board. These cover key areas of the company's affairs including overall
strategy, acquisition policy, approval of budgets, major capital expenditure
and significant transactions and financing issues.
The board has delegated certain responsibilities, within defined terms of
reference, to the audit committee and the remuneration committee as described
below. The appointment of new directors is made by the board as a whole.
During the year ended 28 February 2022, there were 12 Board meetings, 1 audit
committee meeting and 1 remuneration committee meeting. All meetings were
fully attended.
The board undertakes a formal annual evaluation of its own performance and
that of its committees and individual directors, through discussions and
one-to-one reviews with the Chairman and the senior independent director. The
terms and conditions of appointment of the non-excutive directors are
available for inspection at Eden House, Reynolds Road, Beaconsfield HP9 2FL.
Audit committee
The audit committee is currently headed by Ludwik Sobolewski, the Chairman,
and also comprises Maciej Szytko. The committee's terms of reference are in
accordance with the UK Corporate Governance Code.
The committee reviews the company's financial and accounting policies, interim
and final results and annual report prior to their submission to the board,
together with management reports on accounting matters and internal control
and risk management systems. It reviews the auditors' management letter and
considers any financial or other matters raised by both the auditors and
employees.
The committee considers the independence of the external auditors and ensures
that their objectivity and independence are not impaired. During the year no
non-audit services were provided by the external auditors.
The committee has primary responsibility for making recommendations to the
board in respect of the appointment, reappointment and removal of the external
auditors.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2022
Remuneration committee
The remuneration committee is currently headed by Ludwik Sobolewski, the
Chairman, and also comprises Maciej Szytko.
The committee's primary function is to review the performance of directors and
senior employees and to set their remuneration and other terms of employment.
It is also responsible for administering any share option and bonus schemes.
Relations with shareholders
The company encourages two-way communication with both its institutional and
private investors and responds promptly to all queries received. An
understanding of the views of the major shareholders of the company has been
developed, including through meeting at the AGM.
Internal controls
The directors are responsible for internal control in the company and for
reviewing its effectiveness. Procedures have been designed for safeguarding
assets against unauthorised use or disposition; for maintaining proper
accounting records; and for the reliability of financial information used
within the business or for publication. Such procedures are designed to manage
rather than eliminate the risk of failure to achieve business objectives and
can only provide reasonable and not absolute assurance against material error,
losses or fraud. In addition, there is an ongoing process in place for
identifying, evaluating and managing the significant risks faced by the
company.
The key procedures that the directors have established are designed to provide
effective internal control within the company and are regularly reviewed by
the board. This is in accordance with The Turnbull Guidance provided by the
Institute of Chartered Accountants in England and Wales. Such procedures have
been in place throughout the period under review and up to the date of
approval of the annual report and accounts.
Due to the size of the company, all key decisions are made by the board and
the assessment and management of risk is an integral part of the board's
decision-making process.
The company's organisational structure has clear lines of responsibility and
the board continues to review systems to monitor and investigate the major
business risks facing the company.
The board has established control procedures for all key financial areas of
the business, which enable the board to maintain full and effective control.
These controls include defined procedures for seeking and obtaining approval
for major transactions and controls relating to the security of assets. The
company operates a comprehensive budgeting and financial reporting system.
The directors have reviewed the effectiveness of the company's systems of
internal control as they operated during the period under review and consider
that there have been no material losses, contingencies or uncertainties caused
by weaknesses in internal controls. The directors do not consider that an
internal audit function is presently necessary as the company is a "cash
shell".
Going concern
The company is essentially a "cash shell" and apart from some interest
receivable, currently has no regular income stream. The company is therefore
dependent on its cash reserves and the injection of new funding, to fund
ongoing costs. During the year ending 28 February 2022, the Company received
net new loan funding of £278,000 to enable it to pursue its investment
strategy and for working capital purposes.
All loans to the company have been recognised as current on the basis that the
Reverse Takeover is expected in the forthcoming twelve months, at which point
all loans will be converted to equity.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2022
Going concern - continued
After reviewing the company's budget for 2022/2023 and its medium term plans,
the directors have a reasonable expectation that, given the opportunities for
additional funding as needed, the company will have adequate resources to
continue in operational existence for the foreseeable future. The directors
do not anticipate that the ongoing crisis in Ukraine will significantly impact
the company. The directors continue to adopt the going concern basis in
preparing the annual report and accounts. The financial statements do not
include any adjustments that would result from the going concern basis being
inappropriate.
If the company were unable to trade, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for
further liabilities that might arise and to reclassify fixed assets as current
assets where applicable.
The directors are satisfied that the company will be able to meet its
obligations as they fall due for at least 12 months from the date of approval
of the company's 28 February 2022 balance sheet. As a result, the directors
consider it appropriate to prepare the financial statements on a going concern
basis.
Statement of compliance
In the opinion of the directors, the company has complied throughout the year
ended 28 February 2022 with all provisions relevant to a company of its size
set out in the UK Corporate Governance Code, except for the items outlined
below.
Code provision A.2.1 - Since the disposal of the company's trading subsidiary
on 24 January 2001 the company has not had a Chief Executive. The board
intends to appoint a Chief Executive when a new business is acquired.
Code provision B.2.1 - A nomination committee has not been set up, as the
directors consider that it is not appropriate while the company is a "cash
shell" without any employees. The board intends to set up a nomination
committee when a new business is acquired.
Code provision C.3.1 - Since the appointment of Ludwik Sobolewski as
non-executive Chairman on 22 January 2016, the company has had one rather than
at least two independent non-executive directors on the audit committee.
HIGHWAY CAPITAL plc
Independent Auditors' Report to the members of Highway Capital plc
Year ended 28 February 2022
Opinion
We have audited the financial statements of Highway Capital Plc (the
'Company') for the year ended 28 February 2022 which comprise the statement of
comprehensive income, statement of financial position, statement of changes in
equity, statement of cash flows and the related notes, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and United Kingdom
Accounting Standards, including FRS 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as
at 28 February 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard, 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.
Conclusions relating to going concern
We draw attention to note 1 in the financial statements, which indicates that
the Company incurred a net loss of £543,126 and had net liabilities of
£1,669,035. As stated in note 1, these events or conditions, along with the
other matters as set forth in note 1, indicate that a material uncertainty
exists that may cast significant doubt on the Company's ability to continue as
a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below are those that had
the greatest effect on our audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team.
Risk How the scope of our audit responded to the risk
Management override of controls
Journals can be posted that significantly alter the Financial Statements of We examined journals posted around the year end, specifically focusing on
the entity. areas which are more easily manipulated such as accruals, prepayments and the
bank reconciliation.
Going Concern
There is a risk that the entity may not be a going concern due to net We made enquiries with the Directors regarding how the Company will continue
liabilities and lack of revenue. to fund expenditure over the coming year. Attention was focused on the
additional loans to be provided by shareholders and potential third parties as
required to ensure the entity meets its liabilities as they fall due for at
least 12 months from audit sign off.
Bank letter
The bank letter was not received at the date of the audit, giving rise to the We examined bank statements and other supporting records to ensure that
potential for undisclosed liabilities. balances agreed, and to look for evidence of any undisclosed financial
liabilities.
Company status and listing rules
Risk of non-compliance with listed company status. We held discussions with management together with
review of correspondence with the bank and LSE
documentation indicated no signs of non-compliance.
Convertible loans
Risk that convertible loans had not been calculated correctly. The assumptions used around company cost of capital for the purposes of the
calculation were reviewed with comparisons to similar loans with third
parties. The calculations were reviewed.
Accounting Estimates
Potential risk of inappropriate accounting estimates around accruals giving Accruals were agreed to expected costs and supporting documentation, and other
rise to misstatement in the accounts. areas were examined to identify any potential accounting estimates.
Creditors
Risk that creditors have been understated as no audit accrual or audit fee can Substantive testing undertaken within unreconciled liabilities and accruals in
be seen at the planning stage which a review of post year end payments, statements and invoices were
obtained and examined to ensure creditors at the reporting date had not been
understated.
Our audit procedures relating to these matters were designed in the context of
our audit of the Financial Statements as a whole, and not to express an
opinion on individual accounts or disclosures. Our opinion on the Financial
Statements is not modified with respect to any of the risks described above,
and we do not express an opinion on these individual matters.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Our application of materiality
We define materiality as the magnitude of misstatement in the Financial
Statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality both
in planning and in the scope of our audit work and in evaluating the results
of our work.
We determined materiality for the Company to be £23,642, which is less than
5% of results before tax and less than 2% of net liabilities. We agreed with
the Audit Committee that we would report to them all audit differences in
excess of 5% of materiality, as well as differences below that which would, in
our view, warrant reporting on a qualitative basis. We also report to the
Audit Committee on disclosure matters that we identified when assessing the
overall presentation of the Financial Statements.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report 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, or returns
adequate for our audit have not been received from branches not visited by us;
or
the financial statements are not in agreement with the accounting
records and returns; or
certain disclosures of directors' remuneration specified by law
are not made; or
we have not received all the information and explanations we
require for our audit.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 10, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial
statements, the directors are responsible for assessing the company's ability
to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease operations, or
have no realistic alternative but to do so.
Auditor'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 obtained an understanding of the legal and regulatory frameworks
that are applicable to the Company and determined the most significant are
those that relate to the reporting framework ((FRS 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice), the Companies Act 2006)) and the
relevant tax compliance regulations in which the Company operates.
· We understood how the Company is complying with those frameworks by
making enquiries on the management and those responsible for legal and
compliance procedures. We corroborated our enquiries through our review of
board minutes and any correspondence received from regulatory bodies.
· We assessed the susceptibility of the Company's financial
statements to material misstatement, including how fraud might occur by
enquiring with management during the planning, fieldwork and completion phase
of our audit. We considered the controls that the Company has established to
address risks identified, or that otherwise prevent, deter and detect fraud
and how management monitors those controls. Where the risk was considered to
be higher, we performed audit procedures to address each identified fraud risk
including revenue recognition. These procedures included testing manual
journals and were designed to provide reasonable assurance that the financial
statements were free from fraud or error.
· Based on this understanding we designed our audit procedures to
identify non-compliance with such laws and regulations. Our procedures
involved journal entry testing, with a focus on manual journals and journals
indicating large or unusual transactions based on our understanding of the
business; enquiries of the management and focus testing.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
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.
Shane Moloney (Senior Statutory
Auditor)
For and on behalf of Shipleys
LLP
Chartered Accountants & Statutory Auditor
10 Orange Street, Haymarket
London WC2H 7DQ
20 June 2022
HIGHWAY CAPITAL plc
Statement of comprehensive income
Year ended 28 February 2022
Notes 2022 2021
£ £
Management fees 2 - 164,500
Administrative expenses (543,132) (299,290)
Operating loss 3 (543.132) (134,790)
Interest receivable 6 9
Administrative expenses (183,689) (178,759)
Loss for the financial period and total comprehensive income (543,126) (134,781)
Basic loss per share 8 (4.73)p (1.17)p
Diluted loss per share 8 (4.73)p (1.17)p
Basic loss per share from continuing operations 8 (4.73)p (1.17)p
Diluted loss per share from continuing operations 8 (4.73)p (1.17)p
Continuing operations
There are no acquired or discontinued operations in the above two financial
periods.
Statement of comprehensive income
The company has no items of other comprehensive income other than the profit
or loss for the above two financial periods.
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of financial position
As at 28 February 2022
Notes 2022 2021
£ £
Current assets
Debtors 10 27,470 17,231
Cash at bank and in hand 4,974 41,170
32,444 58,401
Creditors: amounts falling due within one year 11 (1,701,479)) (718,372)
Net current liabilities (1,669,035) (659,971)
Total assets less current liabilities (1,669,035) (659,971)
Creditors: amounts due after more than one year 12 - (465,938)
Net liabilities £(1,669,035) £(1,125,909)
Capital and reserves
Share capital 14 229,804 229,804
Share premium account 17 474,971 474,971
Profit and loss account 17 (2,373,810) (1,830,684)
Total equity shareholders' deficit £(1,669,035) £(1,125,909)
Approved by the board on 20 June 2022
Ludwik Sobolewski
Chairman
Company registration no. 02991159
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of changes in equity
Year ended 28 February 2022
Share Share Profit Total
capital Premium and loss
account account
Balance at 1 March 2020 229,804 474,971 (1,695,903) (991,128)
Period ended 28 February 2021:
Loss and total comprehensive income for the year - - (134,781) (134,781)
Issue of new equity (net of costs) - - - -
Balance at 28 February 2021 229,804 474,971 (1,830,684) (1,125,909)
Period ended 28 February 2022:
Loss and total comprehensive income for the year - - (543,126) (543,126)
Issue of new equity (net of costs) - - - -
Balance at 28 February 2022 £229,804 £474,971 £(2,373,810) £(1,669,035)
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of cash flows
Year ended 28 February 2022
2022 2021
£ £
Cash flows from operating activities
Loss for the financial period (543,126) (134,781)
Adjustments for:
Interest receivable (6) (9)
Changes in:
Trade and other debtors (10,239) (10,665)
Trade and other creditors 237,901 4,099
Cash generated from operations (315,470) (141,356)
Interest received 6 9
Net cash from operating activities (315,464) (141,347)
Cash flows from financing activities
Issue of new equity (net of costs) - -
Proceeds from loans to company 278,000 408,572
Repayment and conversion of loans to company - (227,615)
Net cash from financing activities 278,000 180,957
Net (decrease)/ increase in cash and cash equivalents (37,464) 39,610
Cash and cash equivalents at beginning of period 37,153 (2,457)
Cash and cash equivalents at end of period (311) 37,153
Net cash reconciliation
Cash at bank and in hand 4,974 41,170
Bank loans and overdrafts (note 11) (5,285) (4,017)
Cash and cash equivalents at end of period (311) 37,153
The notes on pages 25 to 31 form part of these Financial Statements
HIGHWAY CAPITAL plc
Notes to the accounts
Year ended 28 February 2022
The company is a public limited company (limited by shares) incorporated in
the United Kingdom. The registered office and principal place of business
address is Eden House, Reynolds Road, Beaconsfield, Buckinghamshire, HP9 2FL.
The principal activity of the company is to identify, evaluate and complete
suitable acquisition opportunities.
1.
Accounting policies
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, "The
Financial Reporting Standard applicable in the UK and the Republic of
Ireland".
Basis of accounting
The accounts have been prepared under the historical cost convention and in
accordance with applicable accounting standards.
Highway Capital plc does not prepare consolidated accounts and the directors
have therefore continued to prepare its accounts in accordance with FRS 102
rather than international accounting standards.
The financial statements are prepared in sterling, which is the functional
currency of the entity.
Going concern
The company is essentially a "cash shell" and apart from some interest
receivable, currently has no regular income stream. The company is therefore
dependent on its cash reserves and the injection of new funding, to fund
ongoing costs. During the year ending 28 February 2022, the Company received
net new loan funding of £288,000 to enable it to pursue its investment
strategy and for working capital purposes.
After reviewing the company's budget for 2022/2023 and its medium term plans,
the directors have a reasonable expectation that, given the opportunities for
additional funding as needed, the company will have adequate resources to
continue in operational existence for the foreseeable future. The directors
continue to adopt the going concern basis in preparing the annual report and
accounts. The financial statements do not include any adjustments that would
result from the going concern basis being inappropriate.
All loans to the company have been recognised as current on the basis that the
Reverse Takeover is expected in the forthcoming twelve months, at which point
all loans will be converted to equity.
If the company were unable to trade, adjustments would have to be made to
reduce the value of the assets to their recoverable amounts, to provide for
further liabilities that might arise and to reclassify fixed assets as current
assets where applicable.
The directors are satisfied that the company will be able to meet its
obligations as they fall due for at least 12 months from the date of approval
of the company's 28 February 2022 balance sheet. As a result, the directors
consider it appropriate to prepare the financial statements on a going concern
basis.The accounts do not include any adjustments that would result if the
company were unable to continue as a going concern.
At the date of approving these financial statements the directors are not
aware of any significant adverse impact arising from the crisis in Ukraine.
Consolidation
At 28 February 2022, Highway Capital plc was a stand-alone company and is
therefore not required to prepare consolidated accounts.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect of taxation
deferred by timing differences between the treatment of certain items for
taxation and accounting purposes, if those timing differences are
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
Deferred taxation continued
not permanent and have originated but not reversed by the balance sheet date.
The deferred tax balance has not been discounted.
Foreign currencies
Profit and loss account transactions denominated in foreign currencies are
translated into sterling and recorded at the rate of exchange ruling at the
date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the rate of exchange ruling at the
balance sheet date. All differences are taken to the profit and loss
account.
Turnover
Revenue relates to management fees receivable for services carried out in the
UK, and is recognised on the delivery of services to which it relates at the
fair value of the consideration received or receivable based on agreed rates
net of discounts, VAT and other sales related taxes.
Interest receivable
Interest receivable is recognised as income in the period on the effective
income basis.
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised where
the revision affects only that period, or in the period of the revision and
future periods where the revision affects both current and future periods.
The directors have considered the above and do not believe that there are any
estimates or assumptions which have a significant effect on the amounts
recognised in the financial statements that require disclosure.
Financial instruments and financial liabilities
The Company's financial instruments comprise cash, trade debtors and trade
creditors that arise directly from its operations and are measured at their
transaction price. The Company's policy has been, and continues to be, that no
speculative trading in financial derivatives shall be undertaken.
Basic financial liabilities, including creditors, bank loans, loans from
investors and convertible loan notes, are initially recognized at transaction
price unless the arrangement constitutes a financing transaction, where the
debt instrument is measured at the present value of the future payments
discounted at a market rate of interest. Financial liabilities classified as
payable within one year are not amortised.
Borrowing costs directly attributable to the acquisition, construction or
production of a qualifying asset are capitalised as part of the cost of that
asset. Other borrowing costs are recognised as an expense in the period in
which they are incurred.
2. Turnover
Turnover relates to management fees receivable for services carried out in the
UK - £nil (2021: £164,500).
3. Operating loss
This is stated after charging: 2022 2021
Directors' remuneration - Salaries and fees £96,000 £96,000
Auditors' remuneration - Audit fees £15,000 £15,000
Auditors' remuneration - Non-audit fees £97,500 -
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
4. Employees
The average number of employees, including directors and key management
personnel, during the year was made up as follows:
2022 2021
No. No.
Directors 4 4
4 4
Employee costs, including directors and key management personnel, during the
year amounted to:
2022 2021
Salaries and fees 96,000 96,000
£96,000 £96,000
5. Directors' remuneration
Salaries and fees
96,000
96,000
£96,000
£96,000
5. Directors' remuneration
Information relating to directors' emoluments is included in the directors'
remuneration report on pages 11 and 12
There were no key management personnel in the year, other than directors.
6. Taxation Based on the loss for the year:
2022 2021
U.K. corporation tax at 19% (2021: 19%) - -
£- £-
The tax assessed on the loss on ordinary activities for the period is lower
than the standard rate of corporation tax in the UK of 19% (2021: 19%).
Factors affecting the tax credit for the year
Loss on ordinary activities before taxation £(543,126) £(134,781)
Loss on ordinary activities before taxation multiplied by the small company £(103,194) £(25,608)
rate of UK corporation tax of 19% (2021: 19%)
Effects of:
Current period tax losses not utilized 58,136 25,600
Disallowed expenditure 45,058 8
£103,194 £25,608
Current tax credit £- £-
The company has estimated losses of £2,659,000 (2021: £2,353,000) that may
be available for carry forward against future profits, and estimated capital
losses of £1,471,000 (2021: £1,471,000) that may be available for carry
forward against future chargeable gains. No deferred tax asset has been
recognised in the accounts in respect of these unrelieved losses.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
7. Dividends
2022 2021
Interim dividend paid per
share
- -
£- £-
8. Loss per share
The loss per ordinary share calculation has been based on the loss
attributable to ordinary shareholders of £543,126 (2021 loss: £134,781),
divided by 11,490,201 (2021: 11,490,201), being the weighted average number of
ordinary shares in issue during the year. There is no difference between the
basic and the diluted loss per ordinary share. There are no discontinued
operations in either period and, therefore, the basic and the diluted loss per
ordinary share from continuing operations are the same as the basic and the
diluted loss per ordinary share.
9. Capital commitments
At 28 February 2022 the company had no capital commitments or contracts for
capital expenditure (2021: £nil).
10. Debtors
2022 2021
Other debtors 27,470 10,231
Prepayments - 7,000
£27,470 £17,231
11. Creditors: amounts falling due within one year
2022 2021
Loans payable 998,938 255,000
Bank overdraft 5,285 4,017
Trade creditors 225,921 22,575
Accruals 471,335 436,780
£1,701,479 £718,372
The loan note holders have all confirmed that they wish to convert their loans
to equity when the company completes a suitable acquisition.
These loans are unsecured, convertible at the holder's request into new
ordinary shares in the company at a price of 5 or 10 pence per share; in the
event that the loans are not repaid or converted prior to their maturity date
then they will attract accrued interest at a rate of 5% or 12% per annum..
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
12. Creditors: amounts due after more than one year
(a) The creditors due after more than one year of £nil (2021: £465,938)
are made up of loans payable.. These loans are unsecured, repayable after two
or five years, convertible at the holder's request into new ordinary shares in
the company at a price of 5 or 10 pence per share; in the event that the loans
are not repaid or converted prior to their maturity date then they will
attract accrued interest at a rate of 5%per annum.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts, based on a
19% rate of tax, amounts to £784,000 (2021: based on a 19% rate of tax
£726,000). Of this amount, £279,000 may be recoverable by the company
against future chargeable gains, and £505,000 may be recoverable against
future profits.
14. Share capital Number of Shares Nominal Value Number of Shares Nominal Value
2022 2022 2021 2021
Allotted, called-up and fully paid:
Ordinary shares of 2p each 11,490,201 £229,804 11,490,201 £229,804
Each 2p ordinary share is entitled to one vote in any circumstances; All
dividends shall be apportioned and paid proportionately to the amount paid up
on the ordinary shares during any proportion or proportions of the period in
respect of which the dividend is paid; No shares of the company are currently
redeemable or liable to be redeemed at the choice of the company or the
shareholder.
The company also has convertible loan notes in issue which if fully converted
would increase the number of ordinary shares allotted by 13,979,320 shares.
These shares would benefit from all the rights and benefits as detailed above.
15. Related party transactions
The company has no ultimate controlling party.
As at the balance sheet date, there are loans of £31,288 (2021: £31,288) due
from the company to B Patnaik, a director; and £70,000 (2021: £70,000) due
to D Zych, a former director and a shareholder. The terms of these loans are
set out in note 12 above.
As at the balance sheet date there is a loan of £255,000 (2021: £255,000)
due from the company on normal commercial terms to N Mayster a director and
shareholder of Highway Capital PLC. The terms are interest at 5% and this is
considered reasonable and in line with third party market rates available to
the entity.
No other related party transactions were undertaken as such that are required
to be disclosed under FRS 102.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
16. Post balance sheet events
As detailed by the Chairman in his Chairman's Statement, the company is
currently in the process of a Reverse Takeover by Guinevere Capital Esports
& Entertainment, which the directors hope will be successfully concluded
in due course.
At the date of approving these financial statements the directors are not
aware of any significant adverse impact arising from the crisis in Ukraine
17. Reserves
Share premium account - This reserve records the amount above the nominal
value received for shares sold, less transaction costs.
Profit and loss account - This reserve records retained earnings and
accumulated losses.
18. Other financial commitments
At 28 February 2022 the company had no commitments under non-cancellable
operating leases or finance leases (2021: £nil).
19. Financial instruments
The Company's financial instruments comprise cash, trade debtors and trade
creditors that arise directly from its operations. The Company's policy has
been, and continues to be, that no speculative trading in financial
derivatives shall be undertaken.
The cash is held in bank current and premium accounts and on treasury deposit,
which receive varying rates of interest that is recognised on a receivable
basis. All financial assets and liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated by discounting
expected future cash flows at prevailing interest rates, is not materially
different from their book value, and is as follows:
2022 2021
Financial assets
Trade and other receivables 27,470 17,231
Cash at bank 4,974 41,170
£32,444 £58,401
Financial liabilities
Bank overdraft 5,285 4,017
Trade and other payables 697,256 459,355
Loans payable 998,938 255,000
£1,701,479 £718,372
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
The fair value of the financial assets and financial liabilities is equal to
their carrying values. All financial assets are categorized as loans and
receivables and all financial liabilities are categorized as financial
liabilities at amortized cost.
Hedging
The Company makes no use of forward currency contracts, other financial
derivatives or hedging.
Interest rate risk
The Company does not have an interest rate policy in isolation but regularly
reviews the interest rates being received on deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk is to align the
anticipated timing of expenditure with the availability of its cash balances.
20. Net debt reconciliation
1 March 28 February 2022
2021 Cash flows £
£ £
Cash at bank and in hand 41,170 (36,196) 4,974
Bank overdrafts (4,017) (1,268) (5,285)
37,153 (37,464) (311)
HIGHWAY CAPITAL plc
Company information
Directors
Ludwik Sobolewski (non-executive Chairman)*
Maciej Szytko (non-executive director)*
Nickolay Mayster (non-executive director)
Biswanath Patnaik (non-executive director)
Secretary, registered office, and
principal Maciej Szytko
place of business
Eden House, Reynolds Road
Beaconsfield HP9 2FL
Place of
incorporation
England and Wales
Registrars and share transfer
office
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Share price
information
Information about the day-to-day movement of the
Company's share price can be obtained from the London Stock Exchange: Code HWC
Auditors
Shipleys LLP
Chartered Accountants 10 Orange Street London WC2H 7DQ
Bankers
Barclays Bank Plc
The Lea Valley Group 78 Turners Hill
Cheshunt
Herts EN8 9BW
Solicitors Goodman
Derrick
10 St Bride Street
London EC4A 4AD
HIGHWAY CAPITAL plc
THE FOLLOWING DOES NOT FORM PART OF THE FINANCIAL STATEMENTS
Financial review
Year to Year to Year to Year to Year to
28.2.2022 28.2.2021 29.2.2020 28.2.2019 28.2.2018
Management fees - 164,500 - - -
Other income - - - - -
Administrative expenses (543,132) (299,290) (292,425) (207,689) (178,756)
Operating profit/(loss) (543,132) (134,790) (292,425) (207,689) (178,756)
Profit on disposal of subsidiaries - - - - -
Income from fixed asset investments - - - - -
Interest receivable 6 9 44 8,326 33,209
Amount written back/(off) investments - - - (38,172) 199,925
Profit/(loss) on ordinary activities before taxation (543,126) (134,781) (292,381) (237,535) 54,378
Taxation - - - - -
Profit/(loss) on ordinary activities after taxation (543,126) £(134,781) £(292,381) £(237,535) £54,378
Earnings/(loss) per share (4.73)p (1.17)p (2.54)p (2.48)p 0.57p
Diluted earnings/(loss) per share (4.73)p (1.17)p (2.54)p (2.48)p 0.55p
Dividend per share nil nil nil nil nil
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AnnouncementREG - Highway Capital PLC - Issue of Debt
AnnouncementREG - Highway Capital PLC - AGM Statement
AnnouncementREG - Highway Capital PLC - Notice of AGM
Announcement