REG - Milton Capital PLC - AUDITED ACCOUNTS TO 31 JANUARY 2025
29/05/2025 17:15
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RNS Number : 6755K Milton Capital PLC 29 May 2025
29 May 2025
Milton Capital Plc
("Milton" or the "Company")
AUDITED ACCOUNTS FOR THE YEAR ENDED 31 JANUARY 2025
Milton is pleased to announce its audited accounts for the financial year
ended 31 January 2025.
The full accounts can be found below and will shortly be available on the
Company's website.
Enquiries
Milton Capital plc info@milton-capital.co.uk
Directors
Richard Mays
Edward Dawson
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser
Brefo Gyasi / Guy Miller
Corporate Broker
Lucy Williams / Duncan Vasey
Milton Capital Plc
Chairman's Report
for the year ended 31 January 2025
Set up as a Special Purpose Acquisition vehicle ('SPAC ') seeking
opportunities in the Energy sector, the Board, after a review over the past
year of a large number of domestic and international opportunities,
identified an opportunity it felt represented an excellent RTO target for
Milton to combine with. On 8(th) October 2024 we announced that the Company
had entered into an exclusivity and non-binding heads of terms agreement (the
"Exclusivity Agreement") with Horizon Energy Global Corporation (the
"Vendor") in respect of two UK private limited companies in their group.
Horizon, a global energy transition company, wishes to separate its European
assets from its core North American domestic business and believes a
business combination with Milton will provide its shareholders with the best
opportunity to progress these assets. Milton's board believes that the assets
held by the Target Companies represent an outstanding opportunity with high
prospectivity. As previously announced, the intention is that Milton's
executive team will lead the enlarged group supported by non-executive
directors from both Horizon and Milton. The Vendor's well-regarded and
experienced UK-based technical team will supplement the management team of the
combined enterprise. The nature of the transaction would constitute a reverse
takeover (RTO) of Milton, and it is currently envisaged, if the potential
acquisition proceeds, that the enlarged group will seek admission to trading
on AIM. It should be noted, whilst thought achievable, the potential
acquisition will be conditional on a number of conditions precedent, some that
are outside the control of either board. Having made some progress but with
certain key conditions precedent as yet unmet, it was agreed on 3
February 2025 to extend the Exclusivity Agreement until the 31 March 2025,
and further extended on 27 March 2025 to 31 May 2025. At the time of writing
the Company continues to pursue this opportunity and has engaged in a
substantial amount of work to that end. We expect to update shareholders in
the near future. Our shares in line with stock exchange rules remain suspended
at this time.
In common with all hydrocarbon related enterprises, the Company, particularly
as a new fledgling company, faces geo-political and market challenges. We
recognise these but believe that natural gas will be an essential part of the
future transition to a world less reliant on fossil fuels. Enterprises in the
sector will have a role to play for a long time to come and that certain
opportunities will present compelling investment cases. We remain committed
to transforming Milton into a significant energy sector company and growing
value for our stakeholders.
Once again I extend my thanks also to my fellow Board members and our broader
team, to our advisors and consultants, and to our shareholders (founders and
newer shareholders) for their support.
R. P. Mays
Chairman
29 May 2025
Milton Capital Plc
Corporate governance
for the year ended 31 January 2025
The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code 2018 (QCA Code) for small and mid-size quoted
companies. The QCA Code identifies ten principles that are considered 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 or sexual
orientation. Given that the Company is in its embryonic stage of development,
the Company has not yet adopted a formal diversity policy. 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.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2025
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
(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 presently 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 The Company engages with its professional advisers including Brokers and
late, therefore damaging market reputation. Auditors to ensure it complies with relevant reporting requirements.
Ability to raise further funds Our business model depends on our ability to raise debt and/or equity funding The careful management of our resources includes not only making the initial
to finance future investments and overheads in the Company. investment after our appraisal process but continuous ongoing monitoring of
the investee assets/companies and reporting to shareholders.
There can be no guarantee that we will be able to raise funds, particularly in
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 expertise give us confidence that we can, and will, continue to identify
investment opportunities that may not result in an investment being potential investments.
made.
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 three directors; two
Executive Directors and presently one Non-Executive Director. The Board deems
the current composition to b sufficient, given the nature and size of the
Company. The Board maintains that the Board's composition 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 the
Directors during their tenure. 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 Energy 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.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2025
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
Edward Roland Dawson (Managing Director)
Edward Dawson holds both a BEng and an MSc (Investment analysis) degree.
Edward has over 20 years' experience in the energy sector. He has managed,
financed, and been a key investor in the sector. Positions held include: CEO
of Prospex Energy (Founding Director), MD of Peppercoast Petroleum (Founding
Director), and MD of Black Star Petroleum plc; Analyst for RAB Capital's
Energy Fund; Business Development and Finance Manager for Oilexco
Incorporated; and a fund manager for Park Place Capital.
Edward has an enviable exploration drilling success record, has led through
all stages of the company growth cycle and created significant value for
stakeholders along the way.
Richard Mays (Executive Chairman)
Richard Mays holds LLB, LLM, PhD degrees and is a Solicitor in Scotland.
Formerly Professor and Depute Dean of the Aberdeen Business School he has
extensive industry, commercial and legal experience for numerous Exploration
and Production companies and oil and gas contractors. He has leadership
experience in London Stock Exchange listed companies at DEO Petroleum plc
(founding director), at Oilexco North Sea and Prospex Energy plc (founding
director). He also served as Executive Chairman of Peppercoast Petroleum plc
and Black Star Petroleum plc (founding director), both private companies. He
was formerly Vice President Business Development at Canadian Overseas
Petroleum Limited.
Nicholas Pillar (Non-Executive Director)
Nick Pillar holds a BSc in Applied Geology and has over 40 years of experience
in the oil and gas industry. He started his career working for Geophysical
Services Inc in the field and office before joining Enterprise Oil plc in 1990
where he became Head of Geophysical Operations. He spent 2 years as Chief
Geophysicist for Enterprise where he led a team of 60 staff before the company
was taken over by Shell in 2002. Two years were spent in Malaysia with
Petronas Carigali as a consultant. On returning to the UK Nick was asked to
build the service division of Ikonscience, a niche rock physics company,
subsequently becoming Ikon's Operations Director. He has also undertaken
tutoring work at Imperial College, London. In his most recent post, he served
for 10 years as Head of Geophysics for Canadian Overseas Petroleum Limited
where he undertook geophysical analysis of opportunities and assets in the
UKCS, West Africa, and North America.
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 or assets as part of its due diligence
processes.
The Board places great importance on the responsibility of accurate financial
statements. 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.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2025
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.
Until an acquisition is made, the Company will not have separate audit and
risk, nomination or remuneration committees. The Board as a whole will review
audit and risk matters, as well as the Board's size, structure and composition
and the scale and structure of the Directors' remuneration and fees, taking
into account the interests of the shareholders and the performance of the
Company. The Board will take responsibility for the appointment of auditors
and agreement of their audit fees, monitor and review the integrity of the
Company's financial statements and take responsibility for any formal
announcements of the Company's financial performance. Following the completion
of an acquisition, the Board intend to put in place audit and risk, nomination
and remuneration committees.
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 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
of the enlarged entity,
Richard Mays
Chairman
29 May 2025
Milton Capital Plc
Directors' Remuneration Report
for the year ended 31 January 2025
This report sets out the remuneration policy operated by Milton Capital Plc in
respect of the Executive and Non-Executive Directors.
Remuneration Committee
The remuneration policy is the responsibility of the Board of Directors as a
whole. The Remuneration Committee has not yet been formed, though the Board
intends to put one in place following the completion of an acquisition. No
Director is involved in discussions relating to their own remuneration.
Remuneration policy for Executive Directors
The Board sets a remuneration policy that aims to align Executive Directors'
remuneration with shareholders' interests and attract and retain the best
talent for the benefit of the Group. The remuneration of the Executive
Director during the year is set out below.
Basic salary
Basic salaries are reviewed annually. The review process is managed by the
Board with reference to market salary data and the Executive Directors'
performance and contribution to the Company during the year.
Bonuses
There is currently no bonus scheme in place.
Longer term incentives
In order to incentivise and retain the Executive Directors, and align their
interests with those of shareholders, the Company has granted share options in
the current year. The share options issued during the year will vest and
become exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
Pension
The Company operates a defined contribution pension scheme which is available
to all employees. The assets of the scheme are held separately from those of
the Company in independently administered funds.
Executive Directors service contracts and termination provisions
The service contracts of the Executive Directors are approved by the Board.
The service contract may be terminated by either party giving notice to the
other. The details of the Directors' contracts are summarised below:
Date of Contract Notice period
Edward Dawson - 30 October 2023 - 3 months-notice. Edward was appointed
Chief Executive Officer and an Executive Director on 30 October 2023. He was
paid £100,000 during the year under review and qualifies for employee
benefits including participation in option schemes.
Richard Mays - Richard was appointed Executive Chairman on 16 May 2024 with 3
months-notice. He was paid £50,000 during the year under review and qualifies
for employee benefits, including participation in option schemes.
Non-Executive Directors' service contracts and remuneration
The remuneration of the Non-Executive Directors is determined by the Board
having regard to market comparatives, and independent advice is sought to
ensure parity is maintained with similar businesses.
The Non-Executive Directors have not received any pension, bonus, or benefits
from the Group. Options granted are detailed below. Their Letters of
Appointment are reviewed by the Board annually.
Directors' remuneration (audited)
The remuneration of the Directors in office during the year was as follows:
Salaries and fees Pension contributions Share-based payment 2025 2024
£ £ £ £ £
Executive Directors
Edward Dawson 100,000 1,448 1,122 102,570 23,033
Richard Mays 50,000 - 1,122 51,122 4,015
Non-Executive Directors
Nicholas Pillar 12,500 - 281 12,781 3,816
Malcolm Burne - resigned 31 May 2024 - - 281 281 66
162,500 1,448 2,806 166,754 30,930
Milton Capital Plc
Directors Remuneration Report
for the year ended 31 January 2025
Directors' shareholdings
The Directors who served during the year, together with their beneficial
interest in the shares of the Company are as
follows:
2025 2024
No. of shares No. of shares
Executive Director
Edward Dawson 5,000,000 4,000,000
Richard Mays 4,500,000 4,000,000
Non-Executive Directors
Nicholas Pillar 2,000,000 -
Malcolm Burne - resigned 31 May 2024 N/A 8,000,000
The Company has adopted MAR-compliant policies regarding Directors' dealing in
the Company's shares.
Directors' share options
Details of the share options held by the Directors at the year-end, who served
during the year are as follows:
Director Date of grant At 31 January 2025 Exercise price Date from which exercisable Final date of exercise
Executive Director
Edward Dawson 06/11/2024 3,000,000 1.50p Note 05/11/2026
Richard Mays 06/11/2024 3,000,000 1.50p Note 05/11/2026
Non-Executive Directors
Nicholas Pillar 06/11/2024 750,000 1.50p Note 05/11/2026
Note: The share options will vest and become exercisable after the Company
enters into a substantial transaction, as determined by the Directors acting
reasonably.
The Directors' Remuneration Report was approved by the Board.
Richard Mays
Executive Chairman
29 May 2025
Milton Capital Plc
Strategic Report
for the year ended 31 January 2025
The Directors present their Strategic Report on the Company for the year ended
31 January 2025.
REVIEW OF BUSINESS
The Company reported a loss for the year of £372,629 (2024: £193,932).
Net assets at 31 January 2025 amounted to £363,002 (2024: £732,825).
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 year to 31 January 2025. The main KPIs for the Company
are listed as follows:
Key performance indicator 2025 2024
£ £
Cash and cash equivalents 390,624 792,460
Net assets 363,002 732,825
Loss before tax 372,629 193,932
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 focuses its acquisition strategy on the energy sector, including,
but not limited to, late stage, drill-ready oil and gas exploration.
The Company's efforts in identifying opportunities will not be limited to a
particular industry or geographic location. However, given the collective
experience of the Directors, the Company will primarily focus on opportunities
in the energy sector. In particular, the focus within this sector will be in
light to medium hydrocarbon exploration and extraction and natural hydrogen.
The Directors believe these types of investment opportunities are integral to
the energy transition, and, as such, will provide considerable growth
potential for shareholders.
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.
The Directors and management are working diligently to implement the Company's
strategy. As stated in the prospectus, if an Acquisition has not been
announced within 24 months of Admission, the Board will consult with the
Shareholders as to the future direction of the Company.
ENVIRONMENTAL RESPONSIBILITY
The Company believes that any matters related to environmental responsibility
are not currently applicable as there are no field operating activities.
Nevertheless, the Company recognises the importance of environmental
responsibility and will always comply with local regulatory environmental
requirements in the event where operational activities occur.
SOCIAL, COMMUNITY AND HUMAN RIGHTS RESPONSIBILITY
The Company recognises the responsibility towards partners, suppliers,
investors, lenders and the local community in which future operational
activities will take place.
Currently, the Company has no employees other than the Directors.
GENDER AND ETHNICITY ANALYSIS
The three directors are all male. The female board member quota has not been
met due to the Company being in the early stages of its development. All
current board members are British. The Company does not discriminate on the
grounds of age, gender, nationality, ethnic or racial origin, non-job-related
disability, sexual orientation or marital status. The Company gives due
consideration to all applications and provides training and the opportunity
for career development wherever possible. The Board does not tolerate
discrimination of any form, positive or negative and all appointments are
based solely on merit.
SECTION 172(1) STATEMENT
The Directors' 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.
Milton Capital Plc
Strategic Report - continued
for the year ended 31 January 2025
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 the Equity Shares (Shell Companies) 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 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 Milton Capital 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.
The global financial markets are experiencing continued volatility and
geopolitical issues and tensions continue to arise. Many countries have
continued to experience recession or negligible growth rates, which have had,
and may continue to have, an adverse effect on consumer and business
confidence. The resulting low confidence has led to low levels of demand for
many products across a wide variety of industries. The Company cannot
predict the severity or extent of these recessions and/or periods of slow
growth. Accordingly, the Company's estimate of results of operations,
financial condition and prospects of an acquisition target will be uncertain
and may be adversely impacted by unfavourable general global, regional and
national macroeconomic conditions.
ON BEHALF OF THE BOARD:
E Dawson
Director
29 May 2025
Milton Capital Plc
Report of the Directors
for the year ended 31 January 2025
The Directors present their report together with the audited financial
statements for the year ended 31 January 2025.
DIVIDENDS
No dividends will be distributed for the year ended 31 January 2025.
EVENTS SINCE THE END OF THE YEAR
Events after the reporting date are disclosed in note 17.
DIRECTORS
The following directors held office during the whole of the period from
1 February 2024 to the date of this report.
Edward Dawson
Dr. Richard Mays
Nicholas Pillar
Other changes in directors holding office are as follows:
Malcolm Burne - resigned 31 May 2024
Share warrants
The Directors of the Company held share warrants granted under the Company
warrants schemes to subscribe for shares as indicated below. No share warrants
were exercised during the year. Full details of the share warrants are
disclosed in note 18 to the financial statements.
2025 2024
Share warrants No. of shares No. of shares
Edward Dawson 8,000,000 8,000,000
Richard Mays 8,000,000 8,000,000
Nicholas Pillar - -
Malcolm Burne - resigned 31 May 2024 N/A 16,000,000
FINANCIAL INSTRUMENTS
The Company's financial risk management objectives and policies are set out in
note 14 to the financial statements.
POLITICAL DONATIONS AND EXPENDITURE
There were no political donations made for the year ended 31 January 2025.
CHARITABLE DONATIONS
The Company has made no charitable donations during the period.
FUTURE DEVELOPMENT
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.
SIGNIFICANT SHAREHOLDERS
As at 31 January 2025 (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:
Shareholders Number of ordinary shares Percentage of
issued share capital
Richard Cayne 13,600,000 13.60%
Andrew Scott 8,000,000 8.00%
Borden James 5,000,000 5.00%
Peterhouse 2 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%
The market value of the Company's shares at 31 January 2025 was 0.575p and the
high and low share prices during the period were 1.05p and 0.55p respectively.
The shares have been suspended since 8 October 2024.
Milton Capital Plc
Report of the Directors - continued
for the year ended 31 January 2025
RELATED PARTY TRANSACTIONS
Related party transactions and relationships are disclosed in note 15.
GOING CONCERN
The Company has reported a loss for the year of £372,629 (2024: £193,932).
The Company had cash at bank at the year-end of £390,624 (2024: £792,460).
The Company was established as a Special Purpose Acquisition Company and was
listed on the Main Market of the London Stock Exchange in October 2022.
Funding is sufficient for the foreseeable future as the Company continues to
search for suitable acquisitions.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
SHARE CAPITAL
Details of the Company's share capital is set out in Note 12. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 January 2025, there were 100,000,000 ordinary
shares of 1p par value each in issue.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only three
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.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Company's
auditors are unaware, and each Director has taken all the steps that he ought
to have taken as a Director in order to make himself aware of any relevant
audit information and to establish that the Company's auditors are aware of
that information.
AUDITORS
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson
LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an
audit registration with the engagement transitioning to MHA Audit Services
LLP.
MHA will be proposed for reappointment in accordance with section 485 of the
Companies Act 2006.
ON BEHALF OF THE BOARD:
E Dawson
Director
29 May 2025
Milton Capital Plc
Statement of Directors' Responsibilities
for the year ended 31 January 2025
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 giving a true and fair view
are 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 with the Companies Act, have 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.
Report of the Independent Auditors to the Members of
Milton Capital Plc
For the purpose of this report, the terms "we" and "our" denote MHA 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 page 15 that sets out the key audit matters
and how our audit addressed the key audit matters, the terms "we" and "our"
refer to MHA. The "Company" is defined as Milton Capital Plc. The relevant
legislation governing the Company is the United Kingdom Companies Act 2006
("Companies Act 2006").
Opinion
We have audited the financial statements of Milton Capital Plc for the year
ended 31 January 2025. 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 18 of the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the company's financial statements is applicable law and UK adopted
international accounting standards.
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 January 2025 and of the Company's loss for the year then ended;
· have been properly prepared in accordance with UK adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
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 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 concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the Directors' assessment of the entity'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 its business model.
· The evaluation of how those risks might impact on the Company's
available financial resources.
· Where additional resources may be required, the reasonableness
and practicality of the assumptions made by the Directors when assessing the
probability and likelihood of those resources becoming available.
· Liquidity considerations including examination of the Company's
cash flow projections.
· Cash flow forecasts 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.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Materiality 2025 2024
Company £18.2k £46.3k 5% (2024: 5%) of net assets
Key audit matters
Recurring · 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 year-end estimations.
· We tested the basis of accounting estimates of a subjective
nature, such as year-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 Nothing has come to our attention in regard to the entries made into the
accounting system and subsequent disclosure which would indicate any
management override of controls.
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.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Materiality in respect of the Company was set at £18,150 (2024: £46,300)
which was determined on the basis of 5% (2024: 5%) of the Company's net
assets. Net assets were 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 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 £12,705 (2024: £32,410) which represents
70% (2024: 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 £908
(2024: £2,315) 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.
Climate-related risks
In planning our audit and gaining an understanding of the Company, we
considered the potential impact of climate-related risks on the business and
its financial statements.
We have completed an assessment on the climate-related risks and concluded
that they are not material to these financial statements, including with
regards to the portfolio of investments held. Owing to a number of factors,
including the fact the Company has not issued a net zero target and no
challenges being received from stakeholders, the risk is considered low
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.
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 about internal control and risk management
systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Rules and Transparency Rules sourcebook made by the Financial Conduct
Authority (the FCA Rules), is consistent with the financial statements and has
been prepared in accordance with applicable legal requirements; and
· information about the company's corporate governance code and
practices and about its administrative, management and supervisory bodies and
their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA
Rules.
In the light of the knowledge and understanding of the company and their
environment obtained in the course of the audit, we have not identified
material misstatements in:
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
· the information about internal control and risk management
systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
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'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 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.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
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 the bank 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 3 years, initially under the legal entity MacIntyre Hudson LLP and
subsequently under MHA Audit Services LLP.
We did not provide any non-audit services which are prohibited by the FRC's
Ethical Standard to the 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, 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.
The Company is required to include these financial statements in an annual
financial report prepared under Disclosure Guidance and Transparency Rules
4.1.15R to 4.1.18R. This auditor's report provides no assurance over whether
the annual financial report has been prepared in accordance with those
requirements.
Jason Mitchell MBA BSc FCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
SL6 3UD
Date: 29 May 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability
partnership in England and Wales (registered number OC455542)
Milton Capital Plc
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 January 2025
2025 2024
Notes £ £
Administrative expenses (375,985) (193,271)
Share-based payment charges (2,806) (661)
OPERATING LOSS (378,791) (193,932)
Finance income 6 237 -
Finance costs 6 (75) -
LOSS BEFORE INCOME TAX 7 (378,629) (193,932)
Income tax 8 - -
LOSS FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE COMPANY (378,629) (193,932)
LOSS PER SHARE 9
Basic and diluted loss (pence per share) (0.38)p (0.19)p
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc (Registered number: 03896382)
Statement of Financial Position
31 January 2025
2025 2024
Notes £ £
CURRENT ASSETS
Trade and other receivables 10 28,258 3,847
Cash and cash equivalents 11 390,624 792,460
TOTAL CURRENT ASSETS 418,882 796,307
TOTAL ASSETS 418,882 796,307
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 12 1,000,000 1,000,000
Share-based payment reserve 28,548 25,742
Retained earnings (671,546) (292,917)
TOTAL EQUITY 357,002 732,825
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 13 61,880 63,482
TOTAL LIABILITIES 61,880 63,482
TOTAL EQUITY AND LIABILITIES 418,882 796,307
The financial statements were approved by the Board of Directors, and
authorised for issue on 29 May 2025 and were signed on its behalf by:
Edward Dawson
Director
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Statement of Changes in Equity
for the year ended 31 January 2025
Share capital Share-based payment reserve Retained earnings Total
£ £ £ £
Balance at 1 February 2023 1,000,000 25,081 (98,985) 926,096
Changes in equity
Loss for the year - - (193,932) (193,932)
Issue of shares - - - -
Equity-settled share-based payments - 661 - 661
Balance at 31 January 2024 1,000,000 25,742 (292,917) 732,825
Changes in equity
Loss for the year - - (378,629) (378,629)
Equity-settled share-based payments - 2,806 - 2,806
Balance at 31 January 2025 1,000,000 28,548 (671,546) 357,002
Share capital - The nominal value of the issued share capital.
Share-based payment reserve - The fair value of the share-based payment,
determined at the grant date, and expensed over the vesting period.
Retained earnings - Accumulated comprehensive income for the year and prior
periods.
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Statement of Cash Flows
for the year ended 31 January 2025
2025 2024
Notes £ £
Cash outflow from operations 1 (401,836) (167,670)
Decrease in cash and cash equivalents (401,836) (167,670)
Cash and cash equivalents at beginning of year 2 792,460 960,130
Cash and cash equivalents at end of year 2 390,624 792,460
The notes to the Statement of Cash Flows are shown on page 23.
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Notes to the Statement of Cash Flows
for the year ended 31 January 2025
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH OUTFLOW
FROM OPERATIONS
2025 2024
£ £
Cash flows from operations
Operating loss (378,791) (193,932)
Finance income 237 -
Finance costs (75) -
Cash outflow from operations (378,629) (193,932)
Increase in trade and other receivables (24,411) (3,847)
(Decrease)/increase in trade and other payables (1,602) 29,448
Equity settled share-based payments 2,806 661
Net cash outflow from operations (401,836) (167,670)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in
respect of cash and cash equivalents are in respect of these Statement of
Financial Position amounts:
Year ended 31 January 2025 31.01.25 01.02.24
£ £
Cash and cash equivalents 390,624 792,460
Year ended 31 January 2024 31.01.24 01.02.23
£ £
Cash and cash equivalents 792,460 960,130
Milton Capital Plc
Notes to the Financial Statements
for the year ended 31 January 2025
1. STATUTORY INFORMATION
Milton Capital Plc is a public limited company registered in England and Wales
and is listed on the Equity Shares (Shell Companies) of the Main Market on the
London Stock Exchange.
The Company's registered number and registered office address can be found on
the Company Information page.
The Company's principal activity is that of a Special Purpose Acquisition
Company.
The presentation currency of the financial statements is the Pound Sterling
(£), rounded to the nearest £1.
2. MATERIAL ACCOUNTING POLICIES
Basis of preparation
The Company's financial statements have been prepared in accordance with UK
adopted International Accounting Standards in conformity with the requirements
of the Companies Act 2006 as they apply to the financial statements of the
Company.
These financial statements have been prepared under the historical cost
convention.
Going concern
The Company has reported a loss for the year of £378,629.
The Company had cash balances at the year-end of £390,624.
The Company was established as a Special Purpose Acquisition Company and it is
unlikely to make any profit until the successful completion of an acquisition.
In undertaking the going concern review, the Directors have prepared detailed
financial forecasts and cash flows looking beyond 12 months from the date of
the approval of these financial statements. Funding is sufficient for the
foreseeable future as the Company continues to search for suitable
acquisitions. A review period of 12 months is considered appropriate.
On 8 October 2024 the Company announced that it had entered into an
exclusivity and non-binding heads of terms agreement (the "Exclusivity
Agreement") with Horizon Energy Global Corporation (the "Vendor") in respect
of two UK private limited companies in their group. As at the date of
approving these financial statements, the Company continues its discussions
with the Vendor, including the extension of the Exclusivity Agreement beyond
31 May 2025
The Directors therefore consider that the Company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial
institutions. Cash equivalents are short-term, highly-liquid investments with
original maturities of three months or less (as at their date of
acquisition). Cash equivalents are readily convertible to known amounts of
cash and subject to an insignificant risk of change in that cash value.
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.
Financial assets
The Company's financial assets comprise trade and other receivables and 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 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.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
2. MATERIAL ACCOUNTING POLICIES - continued
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 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).
Employee benefit costs
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to the income statement in
the period to which they relate.
Equity-settled share-based payment
The Company makes equity-settled share-based payments. The fair value of
options and warrants granted is recognised as an expense, with a corresponding
increase in equity. The fair value is measured at grant date and spread over
the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. The fair value of the options and
warrants granted is measured based on the Black-Scholes framework, taking into
account the terms and conditions upon which the instruments were granted. At
each statement of financial position date, the Company revises its estimate of
the number of options that are expected to become exercisable. It recognises
the impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
Accounting standards issued but not yet effective
and/or adopted
As at the date of approval of these financial statements, the following
standards were in issue but not yet effective. These standards have not been
adopted early by the Company as they are not expected to have a material
impact on the Company's financial statements.
Effective date (period beginning on or after)
IFRS 18 Presentation and disclosures in financial statements 01/01/2027
IFRS 19 Subsidiaries without public accountability: disclosures 01/01/2027
IFRS 9 and IFRS 7 Amendment - Classification and measurement of financial instruments 01/01/2026
IFRS 1 Amendment - Hedge accounting for first-time adopter 01/01/2026
IFRS 7 Amendment - Financial instruments disclosures: Gain or loss on derecognition 01/01/2026
IFRS 7 Amendment - Financial instruments disclosures: deferred difference between 01/01/2026
fair value and transaction price
IFRS 7 Amendment - Financial instruments disclosures: Introduction and credit risk 01/01/2026
disclosures
IFRS 9 Amendment - Financial instruments: Lessee derecognition of lease liabilities 01/01/2026
IFRS 9 Amendment - Financial instruments: Transaction price 01/01/2026
IFRS 10 Amendment - Consolidated financial statements: Determination of a 'de facto 01/01/2026
agent'
IAS 7 Amendment - Statement of Cash Flows: Cost method 01/01/2026
IFRS 9 and IFRS 7 Amendment - Contracts referencing nature-dependent electricity 01/01/2026
The International Financial Reporting Interpretations Committee has also
issued interpretations which the Company does not consider will have a
significant impact on the financial statements.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of the financial information in conformity with UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates that affect the reported amounts of assets and
liabilities at the date of the financial information and the reported amounts
of revenue and expenses during the reporting period. Although these estimates
are based on management's best knowledge of the amounts, events or actions,
actual results ultimately may differ from these estimates.
There are no critical accounting judgements, estimates or assumptions is
respect of these financial statements.
4. TRADING ACTIVITY AND OPERATING SEGMENTS
As a SPAC the Company has no trading activities and hence has no operating
segments.
5. EMPLOYEES AND DIRECTORS
Staff costs, including Directors, consists of:
2025 2024
£ £
Wages and salaries 162,500 30,000
Social security costs 10,886 -
Other pension costs 1,448 269
174,834 30,269
The number of employees, including Directors, during the year was:
2025 2024
Number Number
Directors 4 5
Included in the above is the remuneration of the highest paid Director as
follows:
2025 2024
£ £
Salaries and other short-term employee benefits 100,000 22,500
Post employment benefits 1,448 269
Share-based payments 1,122 264
102,570 23,033
The Company paid contributions into defined contribution personal pension
schemes in respect of one Director during the year (2024: 1). The Director was
auto-enrolled at minimum contribution levels. The charge to the Statement of
Profit or Loss represents the amounts paid to the scheme. At the year end,
the amount due to the pension scheme was £226 (2024: £718).
Details of the Directors' remuneration is disclosed in the Directors'
Remuneration Report on page 7.
6. NET FINANCE INCOME
2025 2024
£ £
Finance income
Other interest receivable 237 -
237 -
Finance costs
Interest on overdue tax 75 -
75 -
Net finance income 162 -
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
7. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2025 2024
£ £
Auditor's remuneration 25,000 24,000
8. INCOME TAX
No liability to UK corporation tax arose for the year ended 31 January 2025
nor for the period ended 31 January 2024.
Factors affecting the tax expense
The tax assessed for the year differs to the standard rate of corporation tax
in the UK. The difference is explained below:
2025 2024
£ £
Factors affecting the tax charge for the year:
Loss before income tax (378,629) (193,932)
Loss before income tax multiplied by effective rate of UK corporation tax of (94,657) (46,601)
25.00% (2024: 24.03%)
Effects of
Non-deductible expenses 513 159
Tax losses not utilised 94,144 46,442
93,157 46,601
Current tax charge - -
The Company has incurred tax losses for the period 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.
The main UK corporation tax rate changed from 19% to 25% with effect from 1
April 2023, resulting in an effective rate in the year of 24.03% for 2024.
9. EARNINGS PER SHARE
The earnings and number of shares used in the calculation of loss per ordinary
share are set out below:
2025 2024
£ £
Loss for the financial year (372,629) (193,932)
Weighted average number of shares 100,000,000 100,000,000
Basic loss per share (0.38)p (0.19)p
The loss and weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options and share warrants (note 18) would have the
effect of reducing the loss per share and would therefore not be dilutive
under IAS 33 'Earnings per share'.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
10. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Current:
VAT 8,906 -
Prepayments 19,352 3,847
28,258 3,847
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
These balances are not financial instruments and are not measured at amortised
cost.
11. CASH AND CASH EQUIVALENTS
2025 2024
£ £
Bank accounts 390,624 792,460
The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair value.
12. CALLED UP SHARE CAPITAL
2005 2004 2005 2004
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 1p each 100,000,000 100,000,000 1,000,000 1,000,000
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.
13. TRADE AND OTHER PAYABLES
2025 2024
£ £
Current:
Trade payables 31,872 11,871
Other payables 226 11,684
Accruals 26,901 32,592
Total financial liabilities, excluding loans and borrowings, classified as 58,999 56,147
financial liabilities measured at amortised cost
Social security and other taxes 2,881 7,335
Total current trade and other payables 61,880 63,482
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.
14. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Company, from which financial
instrument risk arises are as follows:
- Trade and other receivables
- Cash and cash equivalents
- Trade and other payables
A summary of the financial instruments held by category is provided below:
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
14. FINANCIAL INSTRUMENTS - continued
2025 2024
Financial assets measured at amortised costs: £ £
Trade and other receivables - -
Cash and cash equivalents 390,624 792,460
390,624 792,460
2025 2024
Financial liabilities measured at amortised costs: £ £
Trade and other payables 58,999 56,147
Total financial liabilities 58,999 56,147
Items not measured at amortised cost that do not meet the definition of
financial instruments have been excluded from this note.
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, credit 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.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's credit risk is primarily attributable to its cash
deposits. The credit risk on liquid funds is limited because the
counterparties are banks with high credit ratings assigned by international
credit-rating agencies. The maximum exposure is the asset recognised.
Liquidity risks
Liquidity risk arises from the Company's management of working capital. It
is the risk that the Company will encounter difficulty in meeting its
financial obligations as they fall due. The Board receives cash flow
projections for a minimum period of 12 months, together with information
regarding cash balances monthly.
The Company is principally funded by equity and invests in short-term
deposits, having access to these funds at short notice. The Company's policy
throughout the period has been to minimise interest rate risk by placing funds
in risk free cash deposits but also to maximise the return on funds placed on
deposit.
All cash deposits attract a floating rate of interest. The benchmark rate
for determining interest receivable and floating rate assets is linked to the
UK base rate.
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.
14. RELATED PARTY DISCLOSURES
During the year, there were consultancy fees of £22,400 (2024: £5,760)
charged by Sallork Legal and Commercial Consulting Limited ("Sallork").
Included in trade and other payables at the year-end is £7,200 (2024:
£5,760) owing to Sallork. Richard Mays is a director and shareholder of this
company.
During the year, there were travel expenses of £nil (2024: £802) paid by
Spagyric 3 Limited on behalf of the Company. Included in trade and other
payables at the year-end is £nil (2024: £802) owing to Spagyric 3 Limited.
Edward Dawson is a director and shareholder of this company.
At the year end, the amounts owed to Directors included in trade and other
payables relating to unpaid remuneration and fees were as follows. There are
no terms as to interest or repayment in respect of these balances.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
15. RELATED PARTY DISCLOSURES - continued
2025 2024
£ £
Edward Dawson - 5,034
Richard Mays - 3,465
Nick Pillar - 3,000
16. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
17. EVENTS AFTER THE REPORTING PERIOD
Since October 2024, the Company has been in discussions about the potential
acquisition of certain subsidiaries of Horizon Energy Global Corporation (the
"Vendor"). Since the year end, the Company and the Vendor have by mutual
agreement, extended the Exclusivity Agreement in respect of the potential
acquisition until 31 May 2025.
18. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 January 2025 outstanding awards to subscribe for ordinary shares of 1p
each in the Company, granted in accordance with the rules of the share option
scheme, were as follows:
2025 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward 7,500,000 2.77 1.50
Carried forward 7,500,000 1.77 1.50
2024 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward - - -
Granted during the year 7,500,000 3.00 1.50
Carried forward 7,500,000 2.77 1.50
The options were not exercisable at the year end. They vest and become
exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
Volatility was determined by reference to the standard deviation of expected
share price returns based on a statistical analysis of daily share prices over
a 1-year period to grant date.
The following table lists the inputs to the model used to calculate the
share-based payment charge for the options outstanding at 31 January 2025:
Date granted 06/11/2023
Number of shares 7,500,000
Expiry date 05/11/2026
Exercise price 1.50p
Expected life of warrants (years) 3
Fair value at grant date £0.0019
Dividend yield 0.0%
Expected volatility 42.3%
Risk-free interest rate 4.38%
Model used Black-Scholes
All of the share options are equity settled and the charge for the year is
£2,806 (2024: £661).
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2025
18. SHARE-BASED PAYMENT TRANSACTIONS - continued
Share warrants
At 31 January 2024 and 31 January 2025, outstanding warrants to subscribe for
ordinary shares of 1p each in the Company, granted in accordance with the
warrant instruments issued by the Company were as follows:
2025 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward 205,000,000 3.68 1.50
Carried forward 205,000,000 2.68 1.50
2024 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward 205,000,000 4.68 1.50
Carried forward 205,000,000 3.68 1.50
As of 31 January 2025, none of these warrants have been converted into shares.
The following table lists the inputs to the model used for the warrants
outstanding at 31 January 2025:
Date granted 04/10/2022 04/10/2022
Number of shares 5,000,000 200,000,000
Expiry date 03/10/2027 03/10/2027
Expected life of warrants (years) 5 5
Exercise price 1.50p 1.50p
Fair value at grant date £0.0058 N/A
Dividend yield 0% N/A
Expected volatility 70.00% N/A
Risk-free interest rate 2.25% N/A
Model used Black-Scholes N/A
The 200,000,000 Investor warrants fall outside the scope of IFRS 2 -
Share-based payment and as such no charge has been made in respect of these
warrants.
The remaining warrants are equity settled and the charge for the year is £nil
(2024: £nil).
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