REG - Milton Capital PLC - Annual Financial Report
28/04/2023 15:30
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RNS Number : 9315X Milton Capital PLC 28 April 2023
28 April 2023
Milton Capital Plc
("Milton" or the "Company")
AUDITED ACCOUNTS FOR THE YEAR ENDED 31 JANUARY 2023
Milton Capital Plc, the cash shell focusing on opportunities in the
technology space, is pleased to announce its audited accounts for the
financial year ended 31 January 2023.
The full accounts can be found below and will be available on the Company's
website shortly.
Milton Capital plc info@milton-cpaital.co.uk (mailto:info@milton-cpaital.co.uk)
Directors or
Malcolm Burne Miltoncapitalplc@gmail.com (mailto:Miltoncapitalplc@gmail.com)
Eran Zucker
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser and
Brefo Gyasi / Guy Miller
Corporate Broker +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
Milton Capital Plc - Chairman's Statement for the period ended 31 January 2023
Dear Shareholders,
The board of Milton Capital Plc is pleased to present its inaugural Annual
Report to shareholders.
I am delighted to announce that our cash shell with a focus on technology has
successfully completed its listing on the London Stock Exchange on 4th October
2022, and we are now officially a public company. This marks an important
milestone for our business and opens up new opportunities for us to create
value for our shareholders.
As a cash shell, our primary objective is to identify and invest in attractive
businesses or assets that have the potential to generate strong returns for
our investors. With our focus on technology, we are particularly interested in
high-growth sectors such as AI, edge computing, quantum computing, machine
learning, automation, robotics, blockchain, nanomaterials and the exploitation
of space. We believe that the rapid pace of technological change and
disruption presents significant opportunities for value creation, and we will
be actively seeking out innovative businesses and technologies that have the
potential to generate significant returns for our shareholders.
Our experienced management team has a proven track record of identifying and
executing successful investments, and we believe that our team's expertise and
network will be a key advantage as we seek out new investment opportunities in
the technology sector. We will continue to be guided by our core principles of
integrity, transparency, and accountability as we navigate the investment
landscape and evaluate potential investments in the technology space.
We believe that building strong relationships with our investors is essential
to our success as a public company, and we are committed to earning and
maintaining your trust. We are also committed to maintaining open and
transparent communication with our shareholders, and we will provide regular
updates on our progress and any material developments. It is important to us
that our shareholders have a clear understanding of our strategy and
investment approach, and we will be as forthcoming as possible with
information that is relevant to our performance. It is worth noting that this
statement has been drafted by ChatGPT, a language model trained by OpenAI, but
it has been reviewed and approved by our management team to ensure that it
accurately reflects our vision and objectives.
Our commitment to technology extends beyond just investing in innovative
businesses and assets. As evidenced by our use of ChatGPT to draft this
statement, we are constantly exploring new and emerging technologies that can
help us achieve our objectives more efficiently and effectively. We believe
that our use of cutting-edge technology reflects the ethos of our company and
our dedication to remaining at the forefront of technological advancement. We
are committed to leveraging technology in all areas of our business to drive
growth and create value for our shareholders.
In conclusion, I would like to thank our shareholders for their support and
confidence in our business. We are excited about the opportunities that lie
ahead in the dynamic and rapidly evolving technology sector, and look forward
to delivering value for our shareholders as we embark on this new chapter in
our journey.
Sincerely,
Eran Zucker
Non-Executive Director
28 April 2023
Milton Capital Plc - Strategic Report for the period ended 31 January 2023
The Directors present their Strategic Report on the Company for the period
ended 31 January 2023.
Principal activity and business review
For the financial period ended 31 January 2023, the Company's principal
activity was a holding company, which has actively pursued its strategy
through the sourcing and assessment of acquisition and investment
opportunities across technology sectors.
Review of business and analysis using key performance indicators
The Company was incorporated on 17 September 2021.
The Company reported a loss for the first reporting period of £98,985 out of
which £25,081 was share based payment.
Net assets amounted to £926,096 at 31 January 2023.
Key performance indicators
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below have been used by the Board to assess
performance over the period to 31 January 2023. The main KPIs for the Company
are listed as follows:
Key Performance indicator 2023
Current assets £960,130
Net assets £926,096
Loss before tax £98,985
Investing policy
Milton Capital Plc was formed with the intention to identify and acquire a
suitable business opportunity or opportunities and undertake an acquisition or
merger or a series of acquisitions or mergers.
The Company intends the main focus of the acquisition strategy to be on the
technology sector, in particular: edge computing, quantum computing,
artificial intelligence, machine learning, automation, robotics, blockchain,
nanomaterials and the exploitation of space.
The Directors see these technologies as having considerable growth potential
for the foreseeable future and many of the prospects they have identified are
in this sector. The Directors believe that any acquisition target will have at
least one of four key components: (i) a strong management team; (ii) an
innovative product proposal (iii) revenue enhancing or cost saving
capabilities; and (iv) high growth potential. It is anticipated that the main
driver of success for the Company will be its focus, during the investment
screening process, on the management involved in the potential target
companies and the potential value creation that the team of people is capable
of realising. The Company intends to own, operate and manage the target
acquisitions. Accordingly, where the Directors feel that a target company
would benefit from their skills and expertise, they may look to seek
representation on the board of the target company.
The Directors believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying,
evaluating and funding suitable acquisition opportunities.
Future developments
The Directors expect to continue to execute the Company's strategy in sourcing
and assessing acquisition and investment opportunities across its stated
sectors of focus.
Promotion of the Company for the benefit of the members as a whole
The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
● Consider the likely consequences of any decision in the long term,
● Act fairly between the members of the Company,
● Maintain a reputation for high standards of business conduct,
● Consider the interests of the Company's employees,
● Foster the Company's relationships with suppliers, customers and
others, and
● Consider the impact of the Company's operations on the community
and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
The Company is quoted on Standard Segment of the Main Market on the London
Stock Exchange. Its members are kept informed, through detailed announcements,
shareholder meetings and financial communications of the Board's broad and
specific intentions and the rationale for its decisions. The Board recognises
its responsibility for setting and maintaining a high standard of behaviour
and business conduct. There is no special treatment for any group of
shareholders and all material information is disseminated through appropriate
channels and available to all through the Company's news releases and website.
When selecting investments, issues such as the impact on the community and the
environment have actively been taken into consideration. The Company's
approach is to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being a responsible business. The Company pays its
creditors promptly and keeps its costs to a minimum to protect shareholders
funds. There were no employees in the Company other than the two Directors in
the current year therefore effectiveness of employee policies is not relevant
for the Company.
Principal risks and uncertainties
The Company's primary risk is that it may not be able to identify suitable
investment opportunities or there is no guarantee that investment
opportunities will be available, and the Company may incur costs in conducting
due diligence into potential investment opportunities that may not result in
an investment being made. The Directors believe that their broad, collective
experience, together with their extensive network of contacts, will assist
them in identifying, evaluating and funding suitable acquisition
opportunities.
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary shares or by other means. However, the ability to fund future
investments and overheads in More Acquisitions Plc as well as the ability of
investments to return suitable profit cannot be guaranteed, particularly in
the current economic climate. The Directors stringently monitor the Company's
expenses. As a cash shell, the annual outgoings are minimal. Both Directors
have an active presence in the finance sectors and will be able to raise
future funding if required.
This report was approved by the board of directors on 27 April 2023 and signed
on its behalf by
Eran Zucker
Non-Executive Director
Milton Capital Plc - Directors' Report for the period ended 31 January 2023
The Directors present their report together with the audited financial
statements for the period ended 31 January 2023.
Results and dividends
The trading results for the period ended 31 January 2023 and the Company's
financial position at that date are shown in the attached financial
statements.
The Directors do not recommend the payment of a dividend for the first
reporting period ended 31 January 2023.
Principal activities and review of the business
The Company was formed on 17 September 2021 as a cash shell with the aim to
undertake one or more acquisitions, which may be in the form of a merger,
capital stock exchange, asset acquisition, stock purchase or a scheme
arrangement of a majority interest in a company or business. The Company
shares were admitted to trading on the Standard List of the Main Market on the
London Stock Exchange on 4 October 2022.
A review of the business is included within the Chairman's Statement and
Strategic Report.
Directors serving during the year
Mr Malcolm Burne Appointed on 11 October 2021
Mr Eran Zucker Appointed on 11 January 2022
Mr Michael Hobon Willis Appointed on 11 October 2021, Resigned on 11 January 2022
Mr Ian Hedley Wallis Appointed on 11 October 2021, Resigned on 11 January 2022
Directors' interests
The Directors at the date of these financial statements who served, and their
interest in the ordinary shares of the Company, are as follows:
31 January 2023
Number of Warrants
ordinary Shares
Mr Malcolm Burne 18,000,000 36,000,000
Mr Eran Zucker 1,999,900 3,999,800
Mr Michael Hobon Willis - -
Significant shareholders
As at 31 January 2023 (and 21 days prior to the AGM), so far as the Directors
are aware, the parties (other than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal value of the
Company's share capital is as follows:
Shareholder Number of Percentage of Issued Share Capital
Ordinary Shares
Richard Cayne 25,000,000 25.00%
Malcolm Burne 18,000,000 18.00%
Fiske Plc 7,500,000 7.50%
Peterhouse Capital Limited 5,000,100 5.00%
Antoine Salame 5,000,000 5.00%
Borden James 5,000,000 5.00%
Richard Edwards 5,000,000 5.00%
P3 Capital Limited 3,700,000 3.70%
P4 Capital Limited 3,300,000 3.30%
Flare Capital Limited 3,250,000 3.25%
Related party transactions
Related party transactions and relationships are disclosed in note 12.
Going concern
The Company has reported a loss for the period of £98,985.
The Company had receivables reserves at the year-end of £960,130.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
Share capital
Details of the Company's share capital is set out in Note 8. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 January 2022, there were 100,000,000 ordinary
shares of 1p par value each in issue.
Events after the reporting date
Events after the reporting date are disclosed in note 15.
Greenhouse gas emissions, energy consumption and energy efficiency
As the Company has not completed its first acquisition and has on only two
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture, however the Company will continue to review this
position as it executes its investment and acquisition strategy.
Political donations
There were no political donations made for the period ended 31 January 2023.
Charitable donations
The Company has made no charitable donations during the period.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of approval of the
report:
● there is no relevant audit information of which the Company's
auditor is unaware; and
● the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
Auditor
MHA MacIntyre Hudson have expressed their willingness to continue in office as
auditor and will be proposed for reappointment at the Annual General Meeting.
This report was approved by the board of directors on 27 April 2023 and signed
on its behalf by
Eran Zucker
Non-Executive Director
Milton Capital Plc - Directors' Remuneration Report for the period ended 31
January 2023
The Directors' do not receive any remuneration for their respective roles.
There are no other benefits paid to Directors outside of their service fees,
save for ordinary course reimbursable expenses properly incurred in the
performing their duties as Directors. The Company does not operate a pension
scheme.
The Directors are holders of warrants as stipulated by their existing
shareholdings. Details of the warrant issues are detailed below.
Warrant issues
On Admission, the Company issued 200,000,000 Investor Warrants. The Investor
Warrant entitles the holder to subscribe for one Ordinary Share at £0.015 per
Ordinary Share. The Investor Warrants are exercisable either in whole or in
part for a period of 5 years from the date of Admission. The Investor Warrants
have an accelerator clause which applies if the Company announces and signs a
sale and purchase agreement within 60 months of Admission. The Company will
serve notice on the Investor Warrant holders to exercise their warrants in
this event. When the Company serves notice, any Investor Warrants remaining
unexercised after 7 calendar days following the notification of the notice
will be cancelled.
As of 31 January 2023, none of these warrants have been converted into shares.
Milton Capital Plc - Corporate Governance Report for the period ended 31
January 2023
The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code (QCA Code) for small and mid-size quoted companies.
The QCA Code identifies ten principles that they consider to be appropriate
arrangements and asks companies to provide an explanation on how they are
meeting the principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size, and complexity
of the Company and its business.
These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10
principles of the QCA code and the information below was last updated on 22
November 2022.
1. Establish a strategy and business model which promotes long-term
value for shareholders
The Company's strategy is to undertake one or more acquisitions, which may be
in the form of a merger, capital stock exchange, asset acquisition, stock
purchase or a scheme arrangement of a majority interest in a company or
business. The Board maintains close dialogue with several funds, specialist
funding businesses and brokers to help identify suitable investment
opportunities.
The Board considers that the key challenge in executing the Company's plan is
identifying opportunities where it is likely that the investee will progress
rapidly and the investment will therefore rise in value.
The Board intends to deliver shareholder returns through capital appreciation.
Challenges to delivering strategy, long-term goals and capital appreciation
are an uncertainty in relation to organisational, operational, financial and
strategic risks, all of which are outlined in the Risk Management section
below, as well as steps the Board takes to protect the Company by mitigating
these risks and secure a long-term future for the Company.
Given the size of the Company, we believe the strategy and business model we
have adopted is consistent with our goal of promoting long term value for
shareholders.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other Regulatory
News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.
The Company's website is kept updated and contains details of relevant
developments and has a facility for questions to be addressed to the Company
and it is the Board's commitment that all reasonable questions are answered
promptly.
3. Take into account wider stakeholder and social responsibilities and
their implications for long-term success
The Company's business is focused on making and appraising investments. As
such, stakeholder and social responsibilities, in terms of impact on society,
the communities within which the Company operates and the environment, apply
less than that of an operating company. Therefore, the Company appraises its
social responsibilities as part of its investment appraisal process.
The key resource on which the Company relies is the collective experience of
the Directors. All employees within the Company are valued members of the
team, and the Board seeks to implement provisions to retain and incentivise
all its employees. The Company offers equal opportunities regardless of race,
gender, gender identity or reassignment, age, disability, religion of sexual
orientation.
In terms of its shareholders, the Company aims to provide transparent and
balanced information to encourage support and confidence in the Board's
approach.
The Board recognises that the long-term success of the Company is reliant upon
the efforts of employees, regulators and many other stakeholders and has close
ongoing relationships with a broad range of its stakeholders.
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk
management process and it oversees and regularly reviews the current risk
management and internal control mechanisms.
The Company considers risk management to fall into two broad categories, being
the investment activity of the Company and the operations of the Company.
(a) The investment risk is considered as part of the appraisal processes and
by way of due diligence and ongoing monitoring.
(b) The Company uses internal appraisal and the annual audit to ensure
financial risks are evaluated in detail. Board meetings are also used for the
directors to raise any issues relating to business risk arising from the
Company's business model and operations.
Dealings in the Company's shares are monitored and any dealings must first be
approved by the Non-executive Director.
The risk assessment matrix below sets out and categorises key risks, and
outlines the mitigating actions which are in place. This matrix is updated as
changes arise in the nature of risks or the mitigating actions implemented,
and the Board reviews these on a regular basis. The Company has identified the
principal risks to the Company achieving its objectives as follows:
Risk Potential Impact Mitigation
Dependence on the Company's Directors, who are the only employees. As a consequence of a failure by the Executive Management Team: The Company has very simple operations, its assets consist of only cash and
prepayments.
· Quarterly management information is not adequate/ received in a
timely fashion.
· Annual or interim reports or other market updates are filed late,
therefore damaging market reputation.
Ability to raise further funds Our business model depends on our ability to raise debt and/or equity funding The careful management of our investments underpin our success to date in
to finance future investments and overheads in the Company. raising funds. This includes not only making the initial investment after our
appraisal process but continuous ongoing monitoring of the investee companies
There can be no guarantee that we will be able to raise funds, particularly in and reporting positive news.
the current economic climate.
Ability to identify further suitable investment opportunities There is no guarantee that investment opportunities will be available, and the The detailed due diligence carried out coupled with the Board's knowledge and
Company may incur costs in conducting due diligence into potential investment expertise give us confidence that we will continue to identify potential
opportunities that may not result in an investment being made. investments.
The Board considers that an internal audit function is not considered
necessary or practical due to the size of the Company and the day-to-day
control exercised by the Directors. However, the Board will monitor the need
for an internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its control
systems.
5. Maintain the Board as a well-functioning, balanced team led by the
Chair
The Board recognises the QCA recommendation for a balance between Executive
and Non-executive Directors and the recommendation that there be at least two
Independent Non-executives. The Board consists of two directors; one Executive
Director and one Non-executive Director. The Board deems the current
composition to be sufficient, given the nature and size of the Company. The
Board maintains that the Board's compositions will be frequently reviewed as
the Company develops.
The Directors of the Company are committed to sound governance of the
business, and each devotes sufficient time to ensure this happens. The Board
held four Board meetings in the period. All meetings were attended by both
Directors. Board meetings cover regular business, investments, finance, and
operations.
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in
the financial services industry. The Board believes they have the requisite
mix of skills and experience to successfully execute the business strategy in
order to meet the Company's objectives.
Malcolm Burne - (Executive Director) (date of appointment: 11 October 2021)
Malcolm Burne started his long career with a leading firm of London
Stockbrokers as an equities analyst and later became a financial columnist
with the Financial Times and other business publications. He has started a
number of businesses in the financial, technology and natural resources
sectors not only in UK but also Australia, Hong Kong and North America. He has
been the architect of a substantial number of SPACS usually targeting new
trends and has completed many reverse takeovers. Malcolm has sat on the boards
of numerous public companies, including Main Market companies such as GRIT
Investment Trust Plc and Golden Prospect. He was a director of Auctus Growth
Plc, a Standard List special purpose acquisition company, which acquired HeiQ
Materials AG and was re-admitted to Standard List in December 2020. Malcolm is
also a founder director of Star Tech NG Plc, a pre-IPO fund in US growth tech.
As a corporate financier and venture capital investor Malcolm has a
significant investment portfolio of private companies in the new economy and
fintech space some of which he is a director representing his shareholding.
Eran Zucker - (Non-Executive Director) (date of appointment: 11 January 2022)
Having joined Peterhouse Capital Limited in 2007, Eran has over 15 years of
experience dealing with a range of transactional and advisory work, including
company affairs, restructurings, mergers and acquisitions, and IPOs. Eran
works with companies in both the UK and international markets, listed on the
Standard List, AIM and AQSE Growth Market. Over his career, Eran has been
instrumental in advising several reverse takeovers of technology and life
sciences companies, including Rule 3 independent advisory, financial advisory
for Main Market companies and corporate advisory for a combination of AIM and
AQSE Growth Market companies. Starting as an associate at Lion Capital
Corporation Limited, Eran Is now a Managing Director at Peterhouse, leading
transactions on AIM and the Standard List. With more than 15 years of
experience in driving innovation and technology companies to list on the
London markets, Eran is well connected to the Israeli innovation ecosystem.
Eran holds a Masters in Finance degree from London Business School and First
Class Honours degree in Business Studies from Cass Business School, City
University London. He is also a combat medic and a trained chef.
7. Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board.
As the Company is a cash shell, the Board deems the current structure to be
sufficient.
As the Company grows, it expects to expand the Board and with the Board
expansion, re-consider the need for Board evaluation.
In view of the size of the Board, the responsibility for proposing and
considering candidates for appointment to the Board as well as succession
planning is retained by the Board. All Directors submit themselves for
re-election at the AGM at regular intervals.
8. Promote a corporate culture that is based on ethical values and
behaviours
The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisers and
service providers.
The Board further considers the activities of and persons involved with
potential investee companies as part of its due diligence processes.
The Board places great importance on the responsibility of accurate financial
statements and auditing standards which comply with the Auditing Practice
Board's (APB's) and Ethical Standards for Auditors. The Board places great
importance on accuracy and honesty, and seeks to ensure that this aspect of
corporate life flows through all that the Company does.
A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback.
9. Maintain governance structures and processes that are fit for purpose
and support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expects these to evolve over time, in
line with the Company's growth.
The Executive Director is responsible for the day-to-day management of the
Company's activities.
The matters reserved for the Board are:
(a) Defining the long-term strategy for the Company;
(b) Approving all major investments;
(c) Approving any changes to the Capital and debt structure of the Company
(d) Approving the full year and half year results and reports;
(e) Approving resolutions to be put to the AGM and any general meetings of
the Company;
(f) Approving changes to the Advisory team; and
(g) Approving changes to the Board structure.
10. Communicate how the Company is governed and is performing by maintaining
a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting and the Board discloses the
result of General Meetings by way of announcement.
The Company's first annual financial statements will be publicly announced
once audited and will also be available on the Company's website and at the
Company's registered office.
Information on the Investor Relations section of the Company's website is kept
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars. Shareholders with
a specific enquiry can contact us on the website contact page.
The Board, so far as is practicable given the Company's size and stage of its
development, has voluntarily adopted the QCA Code as its chosen corporate
governance framework. There are certain provisions of the QCA Code which the
Company will not adhere to currently, and their adoption will be delayed until
such time as the Directors believe it is appropriate to do so. It is
anticipated that this will occur concurrently with the Company's first
material investment or acquisition.
Following such an acquisition, the Company will seek to develop its corporate
governance position and will address key differences to the QCA Code.
Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified
additional executive and non-executive directors including independents;
ii. the implementation of audit, remuneration and nomination
committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process
covering the Board and Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility
policy; and
vi. an enhanced risk management and governance framework
tailored to the operating assets and strategic direction of the enlarged
entity.
Eran Zucker
Non-executive Director
28 April 2023
Statement of Directors' Responsibilities to the members of Milton Capital Plc
for the period ended 31 January 2023
Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law they are required to prepare financial
statements in accordance with the UK adopted international accounting
standards (IAS).
The financial statements are required by law and IAS to present fairly the
financial position and performance of the Company; the Companies Act 2006
provides in relation to such financial statements that references in the
relevant part of the Act to financial statements give a true and fair view and
references to their achieving a fair presentation.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for the period. The Directors
are also required to prepare financial statements in accordance with the rules
of the London Stock exchange.
In preparing the Company's financial statements, 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 adopted international accounting
standards (IAS), in conformity to the Companies Act, been followed, subject to
any material departures disclosed and explained in the financial statements.;
● prepare the financial statements on a going concern basis
unless it is inappropriate to assume 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 financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Website publication
Financial statements are published on the Company's website in accordance with
legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's website is the
responsibility of the Directors. The Directors' responsibility also extends
to the ongoing integrity of the financial statements contained therein.
Independent Audit Report to the members of Milton Capital Plc for the period
ended 31 January 2023
For the purpose of this report, the terms "we" and "our" denote MHA MacIntyre
Hudson in relation to UK legal, professional and regulatory responsibilities
and reporting obligations to the members of Milton Capital Plc (the
'Company'). For the purposes of the table on pages 14 to 20 that sets out the
key audit matters and how our audit addressed the key audit matters, the terms
"we" and "our" refer to MHA MacIntyre Hudson. The relevant legislation
governing the Company is the United Kingdom Companies Act 2006.
Opinion
We have audited the financial statements of Milton Capital Plc for the period
ended 31 December 2022.
The financial statements that we have audited comprise:
· the Statement of Profit or Loss and Other Comprehensive Income;
· the Statement of Financial Position;
· the Statement of Changes in Equity;
· the Statement of Cash Flows; and
· Notes 1 to 16 to the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK adopted International
Financial Reporting Standards('UK adopted IFRS').
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 January 2023 and of the loss for the period then ended;
· the Company financial statements have been properly prepared in
accordance with UK adopted IFRS;
· have been prepared in accordance with the requirements of the
United Kingdom Companies Act 2006.
Our opinion is consistent with our reporting to the Board of Directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor'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 as applied to listed public interest entities, and we have fulfilled
our ethical responsibilities in accordance with those requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going basis of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the Directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting included:
· The consideration of inherent risks to the Company's operations
and specifically their business model of searching for suitable acquisition
targets.
· The evaluation of how those risks might impact on the available
financial resources.
· Liquidity considerations including examination of cash flow
projections for the Company.
· The evaluation of the base case scenarios and stress scenarios
and the respective sensitivities and rationale
· Viability assessments, including consideration of reserve levels
and business plans.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2022
Company £46.5k 5% of net assets
Key audit matters
· Management override of controls
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those matters which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Management override of controls
Key audit Management is in a unique position to perpetrate fraud because of management's
ability to manipulate accounting records and prepare fraudulent financial
matter description statements by overriding controls that otherwise appear to be operating
effectively. Due to the unpredictable way in which such override could occur,
this is deemed a key audit matter for this engagement.
How the scope of our audit responded to the key audit matter Our audit procedures included:
Controls testing - Given the nature of the business at the reporting date and
the associated accounting records, there are very few transactions and/or
journals. As such, we evaluated the design and implementation of key controls
around bank payments and receipts, as well as considerations relating to
financial reporting.
We performed detailed reviews and testing of journal entries made,
particularly those considered to rely on greater levels of judgement, such as
period-end estimations.
We tested the basis of accounting estimates of a subjective nature, such as
period-end accruals, to understand the judgments made, assessment of potential
management bias and assessed the adequacy of disclosures for compliance with
the accounting standards and regulatory considerations.
Key observations communicated to the Company's members The results of our testing were satisfactory, and we considered that entries
made into the accounting system and subsequent disclosure made into the
financial statements were deemed to have an appropriate supporting basis and
there was no indication of any management bias.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is
used in planning the scope of our work, executing that work and evaluating the
results.
Materiality was set at £46,500 which was determined on the basis of 5% of the
Company's net assets. Net assets was deemed to be the appropriate benchmark
for the calculation of materiality as this is a key area of the financial
statements because this is the metric by which the performance and risk
exposure of the Company is principally assessed. This is also the metric
against which users assess the ability of the Company to continue in its
search for suitable acquisition targets.
Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality was set at £32,550 which represents 70% of the above
materiality levels.
The determination of performance materiality reflects our assessment of the
risk of undetected errors existing, the nature of the systems and controls.
We agreed to report any corrected or uncorrected adjustments exceeding
£2,325 to the Board of Directors as well as differences below this threshold
that in our view warranted reporting on qualitative grounds.
The control environment
We evaluated the design and implementation of those internal controls of the
Company, which are relevant to our audit, such as those relating to the
financial reporting cycle.
Reporting on other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
Directors' remuneration report
Those aspects of the director's remuneration report which are required to be
audited have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received by branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· the part of the directors' remuneration report to be audited is
not in agreement with the accounting records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the Parent 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 Group or Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
These audit procedures were designed to provide reasonable assurance that the
financial statements were free from fraud or error. The risk of not detecting
a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud
is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and
regulations is from events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities,
including fraud
The extent of the procedures undertaken to identify and assess the risks of
material misstatement in respect of irregularities, including fraud, included
the following:
· We considered the nature of the industry and sector the control
environment, business performance including remuneration policies and the
Company's own risk assessment that irregularities might occur as a result of
fraud or error. From our sector experience and through discussion with the
directors, we obtained an understanding of the legal and regulatory frameworks
applicable to the Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the financial
statements.
· We enquired of the directors and management concerning the
Company's policies and procedures relating to:
- identifying, evaluating and complying with the laws and regulations
and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they had
any knowledge of actual or suspected fraud; and
- the internal controls established to mitigate risks related to fraud
or non-compliance with laws and regulations.
· We assessed the susceptibility of the financial statements to
material misstatement, including how fraud might occur by evaluating
management's incentives and opportunities for manipulation of the financial
statements. This included utilising the spectrum of inherent risk and an
evaluation of the risk of management override of controls.
Audit response to risks identified
In respect of the above procedures:
· we corroborated the results of our enquiries through our review
of the minutes of the Company's board meetings;
· audit procedures performed by the engagement team in connection
with the risks identified included:
- reviewing financial statement disclosures and testing to supporting
documentation to assess compliance with applicable laws and regulations
expected to have a direct impact on the financial statements;
- testing journal entries, including those posted to unusual account
combinations;
- evaluating the business rationale of significant transactions, and
reviewing accounting estimates for bias;
- enquiry of management around actual and potential litigation and
claims;
- challenging the assumptions and judgements made by management in its
significant accounting estimates; and
- obtaining confirmations from third parties to confirm existence of a
sample of balances.
· we communicated relevant laws and regulations and potential fraud
risks to all engagement team members, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 17 March 2023. The period of total
uninterrupted engagement including previous renewals and reappointments of the
firm is 1 years.
We did not provide any non-audit services which are prohibited by the FRC's
Ethical Standard to the Group or the Parent Company, and we remain independent
of the Company in conducting our audit.
Use of our report
This report is made solely to the Company's members in accordance with Chapter
3 of Part 16 of the Companies Act. 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 for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rule (DTR) 4.1.14R, these financial statements form part of the
European Single Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in accordance with the
ESEF Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson, Statutory Auditor
Maidenhead, United Kingdom
Milton Capital Plc: Statement of Profit or Loss and Other Comprehensive Income
for the period ended 31 January 2023
Notes 2023 (*)
£
Administrative expenses 2 (96,485)
(96,485)
Operating loss
Net finance expenses (2,500)
Loss before taxation from continuing operations (98,985)
Income tax 4 -
Loss for the period from continuing operations (98,985)
Loss for the period attributable to the owners of the Company and total (98,985)
comprehensive loss for the period
Loss per share attributable to the owners of the Company
From loss from continuing operations/loss for the period:
Basic and diluted (pence per share) 5 (0.1) p
(*) For the reporting period since 17 September 2021 till 31 January 2023.
The notes on pages 17 to 25 form part of these financial statements.
Milton Capital Plc: Statement of Financial Position as at 31 January 2023
Notes 2023
£
Current assets
Cash and cash equivalents 6 960,130
Total current assets 960,130
Total assets 960,130
Current liabilities
Trade and other payables 7 (34,034)
Total current liabilities (34,034)
Total liabilities (34,034)
Net assets 926,096
Shareholders' equity
Share capital 8 1,000,000
Share based payments reserve 9 25,081
Retained earnings (98,985)
Total shareholders' equity 926,096
The financial statements were approved by the Board, authorised for issue on
● 2023 and were signed on its behalf by:
Eran Zucker
Non-Executive Director
Registered number: 13628457
The notes on pages 17 to 25 form part of these financial statements
Milton Capital Plc: Statement of Changes in Equity for the period ended 31
January 2023
Share Retained Total
capital earnings
£ £ £
Balance at 17 September 2021 - - -
Total comprehensive loss for the period ended - (98,985) (98,985)
Issue of warrants - 25,081 25,081
Shares issued in period 1,000,000 - 1,000,000
Balance at 31 January 2023 1,000,000 (98,985) 926,096
Share capital
Share capital represents the nominal value on the issue of the Company's
equity share capital, comprising £0.01 ordinary shares.
Retained earnings
Retained earnings represent the cumulative net losses of the Company
recognised through the Statement of Profit or Loss and Other Comprehensive
Income.
The notes on pages 17 to 25 form part of these financial statements.
Milton Capital Plc: Statement of Cash Flowsfor the period ended 31 January
2023
2023 (*)
Note £
Operating activities
Loss for the period ended 31 January 2023 9 (98,985)
Adjustments to reconcile profit before tax to net cash flows
Share based payment 25,081
Working capital adjustments
Increase in trade and other payables 7 34,034
Net cash used in operating activities (39,870)
Financing activities
Proceeds from issue of equity 8 1,000,000
Net cash generated from financing activities 1,000,000
Net increase in cash and cash equivalents -
Cash and cash equivalents at start of the year -
Cash and cash equivalents at end of the year 960,130
(*) For the reporting period since 17 September 2021 till 31 January 2023.
The notes on pages 17 to 25 form part of these financial statements.
Milton Capital Plc: Notes to the Financial Statements for the period ended 31
January 2023
Accounting policies
General information
Milton Capital Plc (the "Company") is a public limited company incorporated
and domiciled in the United Kingdom. The address of its registered office is
3(rd) Floor, 80 Cheapside, London, EC2V 6EE.
The Company is listed on the standard segment of the main market of the London
Stock Exchange.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below.
Basis of preparation
These financial statements have been prepared in accordance with the UK
adopted International Accounting Standards and Companies Act 2006.
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of assets and liabilities held at
fair value.
These are the first financial statements of the company.
The preparation of financial statements in conformity with the UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the Company's accounting policies. There were no
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates were significant in the financial statements.
Financial statements are prepared in Sterling and to the nearest whole pound.
Going concern
The Company has reported a loss for the year of £98,985.
The Company had other receivables balance at the year-end of £960,130.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
New standards, amendments and interpretations adopted by the Company
Standard Impact on initial application Effective date
Amendments to IAS 1 Classification of liabilities as current or non- current 1 January 2024
New standards, amendments and interpretations not yet adopted
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Financial instruments
Financial assets and financial liabilities are recognised in the Company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less from inception.
For the purpose of the cash flow statement, cash and cash equivalents consist
of cash and cash equivalents as defined above.
New standards, amendments and interpretations not yet adopted
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Financial instruments
Financial assets and financial liabilities are recognised in the Company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less from inception.
For the purpose of the cash flow statement, cash and cash equivalents consist
of cash and cash equivalents as defined above.
Financial assets
The Company's financial assets comprise cash and cash equivalents. Financial
assets are stated at amortised cost less provision for expected credit losses.
Financial liabilities
The Company classifies its financial liabilities in the category of financial
liabilities measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Operating loss
Operating loss is stated after crediting all items of operating income and
charging all items of operating expense.
Current taxation
The tax currently payable is based on taxable profit or loss for the period
and is calculated using rates and laws that are enacted, or substantively
enacted, at the reporting date. Taxable profit or loss differs from net profit
or loss as reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
1. Nature of expenses
2023 (*)
£
Share based payment 25,081
Listing expenses 44,274
Bank fees 2,500
Audit fee 18,000
Legal fees 8,400
Other expenses 730
98,985
(*) For the reporting period since 17 September 2021 till 31 January 2023.
2. Staff costs, including Directors
During the year the Company had no employees. The Company employs only two
Directors.
2023
£
Wages and Salaries -
Social security taxes -
-
The Directors did not earn/ accrue any fees or salaries for the period ended
31 October 2022.
Directors' and key management personnel
Directors' remuneration for the period ended 31 January 2023 is as follows:
Salary Fees Share based payments Total
£ £ £ 2023
£
Malcolm Burne - - - -
Eran Zucker - - - -
- - - -
Both directors were issued investor warrants during the period based on their existing investments, with Malcolm Burne holding 36,000,000 and Eran Zucker holding 3,999,800. Details of the warrant terms are included in note 9.
3. Taxation
The tax assessed on loss before tax for the period differs to the applicable
rate of corporation tax in the UK for small companies of 19% The differences
are explained below:
2023
£
Analysis of income tax expense:
Current tax -
Deferred tax -
Total income tax expense -
Loss before tax (98,985)
Profit before tax multiplied by effective rate of corporation tax of 19% -
Effect of:
Capital allowances -
Expenses not deductible for tax purposes -
Losses carried forward (98,985)
Tax charge in the income statement -
The Company has incurred tax losses for the year and a corporation tax expense
is not anticipated. The amount of the unutilised tax losses has not been
recognised in the financial statements as the recovery of this benefit is
dependent on future profitability, the timing of which cannot be reasonably
foreseen.
On 10 June 2021, the UK Government's proposal to increase the rate of UK
corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into
UK law.
4. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per
ordinary share are set out below:
2023
Basic loss per share
Loss for the financial period (98,985)
Weighted average number of shares 25,588,271
Loss per share (pence) (0.4) p
As at the end of the financial period ended 31 October 2022, there were
256,250,005 share warrants in issue, which had an anti-dilutive effect on the
weighted average number of shares.
5. Cash and cash equivalents
2023
£
Trust account 960,130
960,130
During the period the Company raised a total amount of £1,000,000. The funds
were deposit from investors on a trust account on behalf of the Company. The
Company has access to these funds and interest receivable from being held in
the trust account.
On the 1 February 2023, the net funds were transferred from the trust account
to the Company own bank account.
6. Trade and other payables
2023
£
Trade payables 1,534
Accruals 32,500
34,034
All trade and other payables fall due for payment within one year. The
Directors consider that the carrying value of trade and other payables
approximates to their fair value.
7. Share capital
Issued and fully paid 2023 2023
£
Number
At 17 September 2021 - at incorporation (a) 1 1
Total shares at £1 each 1 1
Share consolidation:
1 share at £1 per share, consolidated into
100 shares at £0.01 per share 100 1
Total shares at £0.01 each 100 1
Ordinary shares issued at £0.01 (b) 4,999,900 49,999
Ordinary shares issued at £0.01 (c) 95,000,000 950,000
At 31 January 2023 100,000,000 1,000,000
(a) On incorporation, the Company issued 1 Ordinary Share at £1 nominal
value. On 1 November 2021, the Company consolidated the 1 Ordinary Share at
£1 in issue into 100 Ordinary Shares at £0.01 each.
(b) On 21 March 2022, the Company issued 4,999,900 new Ordinary Shares at
£0.01 per share.
(c) On 4 October 2022, 95,000,000 new Ordinary Shares were issued at
£0.01 per share.
The holder of ordinary shares is entitled to receive dividends as and when
declared by the Company. All ordinary shares carry one vote per share without
restriction.
8. Warrants
2023 2023
Weighted average exercise price (p) Number
Outstanding at the beginning of the period - -
Issued during year - investor warrants 1.5p 200,000,000
Issued during year - broker warrants 1.5p 5,000,000
Outstanding at the end of the period 1.5p 205,000,000
Investor warrants
On Admission, the Company issued 200,000,000 Investor Warrants. The Investor
Warrant entitles the holder to subscribe for one Ordinary Share at £0.015 per
Ordinary Share. The Investor Warrants are exercisable either in whole or in
part for a period of 5 years from the date of Admission. The Investor Warrants
have an accelerator clause which applies if the Company announces and signs a
sale and purchase agreement within 60 months of Admission. The Company will
serve notice on the Investor Warrant holders to exercise their warrants in
this event. When the Company serves notice, any Investor Warrants remaining
unexercised after 7 calendar days following the notification of the notice
will be cancelled.
As of 31 January 2023, none of these warrants have been converted into shares.
Broker warrants
On Admission, the Company issued 5,000,000 Broker Warrants to Peterhouse
Capital Limited. The Broker Warrants are exercisable at £0.015 per Ordinary
Share and are exercisable either in whole or in part for a period of 5 years
from the date of Admission. The Broker Warrants are non-transferable. The
Broker Warrants have an accelerator clause which applies if the Company
announces and signs a sale and purchase agreement within 60 months of
Admission. The Company will serve notice on the Broker Warrant holders to
exercise their warrants in this event. When the Company serves notice, any
Broker Warrants remaining unexercised after 7 calendar days following the
notification of the notice will be cancelled.
As the warrants were issued to the brokers assisting with the raise upon
re-listing, the fair value of these warrants, £25 thousands, was treated as a
share issue cost and debited against retained earnings through profit and
loss.
As of 31 January 2023, none of these warrants have been converted into shares.
The following table list the inputs to the model used for the warrants plan
for the year ended 31 January 2023:
4 October 2022
Weighted average fair values of shares at the measurement date £0.0058
Dividend yield 0%
Expected volatility 70%
Risk-free interest rate 2.25%
Expected life of warrants (years) 5
Weighted average share price £0.011
Model used Black-Scholes
9. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial instruments held by
the Company:
Financial assets Receivables
Note 2023
£
Cash and cash equivalents 6 960,130
960,130
Financial liabilities Financial liabilities measured at amortised cost
Note 2023
£
Trade and other payables 7 32,500
32,500
The Company's financial instruments comprise of other receivables and payables
that arise directly from the Company's operations. The main purpose of these
instruments is to ensure that the Company has sufficient resources to fulfil
its investment strategy. The main risks arising from holding these financial
instruments are market risk and liquidity risk.
Market risk
All trading instruments are subject to market risk, the potential that future
changes in market conditions may make any future investments less valuable,
due to fluctuations in security prices, as well as interest and foreign
exchange rates. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring sufficient liquid
assets are available to meet foreseeable needs and to invest liquid funds
safely and profitably. All cash balances are immediately accessible, and the
Company holds no trades payable that mature in greater than 3 months, hence a
contractual maturity analysis of financial liabilities has not been presented.
Since these financial liabilities all mature within 3 months, the Directors
believe that their carrying value reasonably equates to fair value.
Capital Disclosure
The Company defines capital as issued capital and retained earnings as
disclosed in statement of changes in equity. The Company manages its capital
to ensure that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not have any
externally imposed financial requirements.
12. Related party transactions
During the year, the Company issued 2,700,000 ordinary shares and 5,000,000
broker warrants to Peterhouse Capital Limited, a company connected to one of
the Company's director.
13. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
14. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
15. Capital Commitments
There were no contracts for capital expenditure at the period end.
16. Contingent Liabilities or assets
There were no contingent liabilities or assets at the period end.
***
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