Annual results for the year ended 31 December 2023
28/06/2024 16:41
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RNS Number : 4386U Mortgage Chat PLC 28 June 2024
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
28 June 2024
Mortgage Chat PLC
("Mortgage Chat" or the "Company")
Annual results for the year ended 31 December 2023
Mortgage Chat (AQSE: MCAI) is pleased to announce its final audited results
for the year ended 31 December 2023 (the "Accounts" or "Annual Report").
For more information, please visit the Company's website at
https://www.mortgagechat.co/ (https://www.mortgagechat.co/)
The Directors of the Company take responsibility for this announcement.
Mortgage Chat PLC
Jeremy Woodgate Via First Sentinel
First Sentinel Corporate Finance
Brian Stockbridge, Corporate Adviser +44 20 3855 5551
Chairman's Statement (incorporating the Strategic Report)
________________________________________________________________________________________
I am pleased to present the Chairman's Statement and Strategic Report for the
financial results on the Company for the period ended 31 December 2023.
Strategic approach
This year has been one of significant transformation and strategic realignment
for the Company.
Originally, the Company was established to capitalise on the promising
opportunities within the medical cannabis sector. However, as the sector did
not experience the anticipated growth, it became clear that a strategic pivot
was necessary to ensure the long-term success and sustainability of our
business. In the third quarter of 2023, we amended our investment policy to
include opportunities in the technology, fintech, and artificial intelligence
(AI) sectors. This shift allows us to tap into the robust growth and
innovation present in these dynamic fields.
The strategic realignment was accompanied by substantial changes aimed at
repositioning the Company. Key to this transformation was the successful
raising of funds via the issuance of new equity in the Company, which provided
the necessary capital to pay off all existing debts which enables the Company
to pursue its new strategic objectives with a solid foundation.
Additionally, changes were made to the Board of Directors. These changes were
implemented to bring in fresh perspectives and expertise that align with our
new focus areas in technology, fintech, and AI.
I would like to extend my sincere gratitude to all our shareholders, both
existing and new, for their continued support and trust during this period of
change.
As we move forward, we are excited about the opportunities that lie ahead in
the broader technology sectors. We are committed to creating value for
shareholders and are enthusiastic about the future prospects.
Gender of directors and employees
There are two directors of Mortgage Chat Plc who are both men. The Company
recognises the value of the commitment of its key personnel and is conscious
that it must keep appropriate reward systems, both financial and motivational
in place to minimise this area of risk.
Financial performance review
The loss of the Company for the period ended 31 December 2023 before taxation
amounts to £493,350 (31 December 2022: loss of £249,969).
Section 172(1) statement
The Directors continue to act in a way that they consider, in good faith, to
be most likely to promote the success of the Company for the benefit of the
members as a whole.
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 Company is an early-stage investment company quoted on the Access Segment
of the Aquis Stock Exchange and its members will be fully aware, through
detailed announcements, shareholder meetings and financial communications, of
the Board's broad and specific intentions and the rationale for its decisions.
The Company pays its employees and creditors promptly and keeps its costs to a
minimum to protect shareholders funds. When selecting investments, issues such
as the impact on the community and the environment have actively been taken
into consideration.
Jeremy Woodgate
Director
Directors' report
________________________________________________________________________________________
The directors present their report on the Company and its audited financial
statements for the year ended 31 December 2023.
Principal Activity and Business Review
A review of the business for the year, and future developments are set out in the Chairman's Report, incorporating Strategic Report
Dividends
The Directors do not recommend the payment of a dividend for the year.
Review of the business and future developments
A review of the Company's performance, financial position and future prospects
is given in the Chairman's Report, incorporating the Strategic Report.
Directors and their interests
The interests of the Directors at 31 December 2023 in the ordinary share
capital of the Company (all beneficially held) were as follows:
31 December 2023 31 December 2022
No. No. (*)
Gavin Hilary 23,300,000 23,300,000
Sathianathan
Jeremy Woodgate (via nominee company) 27,528,617 -
Derek Lew 250,000,000 -
Peter Wall (via JEAMP Hodl 600,000,000 -
Co)
Philipp 330,000,000 -
Kallerhoff
Sarah Gow (via nominee company) 70,000,000 -
Substantial shareholdings
The substantial shareholders with more than a 3% shareholding as at 31
December 2023 are shown below
Percentage
Alexander Easdale 4.8%
James Easdale 4.8%
First Sentinel Corporate Finance Ltd 8.1%
James Formoli 8.1%
JEAMP Hodl Co 19.3%
JIM Nominees Ltd Des: JARVIS 6.5%
Philipp Kallerhoff 10.6%
Derek Lew 8.1%
Lucas Morea 4.8%
Seguro Nominees Ltd Des: ICCORE 4.8%
Paolo Sidoli 3.2%
Umgawa Ltd 3.2%
Employees
The Company has no directly employed personnel.
Creditor payment policy
The policy of the Company is to:
(a) Agree the terms of payment with suppliers when settling the
terms of each transaction;
(b) Ensure that suppliers are made aware of the terms of payment
by inclusion of the relevant terms in contracts; and
(c) Pay in accordance with its contractual and other legal
obligations provided suppliers comply with the terms and conditions of supply.
Charitable donations
During the period, the Company made no charitable donations (2022 - £Nil).
Financial reporting
The Board has ultimate responsibility for the preparation of the annual
audited accounts. A detailed review of the performance of the Company is
contained in the Chairman's report (incorporating the strategic report).
Presenting the Chairman's report (incorporating the strategic report) and
Director's Report, the Board seeks to present a balanced and understandable
assessment of the Company's position, performance and prospects.
Internal control
A key objective of the Directors is to safeguard the value of the business and
assets of the Company. This requires the development of relevant policies
and appropriate internal controls to ensure proper management of the Company's
resources and the identification and mitigation of risks which might serve to
undermine them. The Directors are responsible for the Company's system of
internal control and for reviewing its effectiveness. It should, however, be
recognised that such a system can provide only reasonable and not absolute
assurance against material misstatement or loss.
Risk management
The directors have in place a process of regularly reviewing risks to the
business and monitoring associated controls, actions and contingency plans.
Risk is further discussed in Note 13.
Directors' indemnities
The Company has put in place qualifying third party indemnity provisions for
all of the Directors of the Company which was in force at the date of approval
of this report.
Going concern
The Directors noted the losses that the Company has made for the year ended 31
December 2023. The Directors have prepared cash flow forecasts up until June
2025 which take account of the current cost and operational structure of the
Company.
The Company meets its working capital requirements from its cash and cash
equivalents. The Company is pre-revenue, and to date has raised finance for
its activities through the issue of equity. The Directors have prepared a
detailed forecast for the 12 months following the date of signing this report
based on forecasted expenditure, including all required spend to meet its
corporate overhead costs. This forecast has been stress tested by Management.
However the Company's ability to meet future operational objectives through to
completing an acquisition will be reliant on raising further finance.
The Directors are confident that further funds can be raised and it is
appropriate to prepare the financial statements on a going concern basis,
however there can be no certainty that any financing will complete. These
conditions indicate existence of a material uncertainty related to events or
conditions that may cast significant doubt about the Company's ability to
continue as a going concern, and, therefore, that it may be unable to realise
its assets and discharge its liabilities in the normal course of business. The
auditors have made reference to this material uncertainty within their audit
report. These financial statements do not include the adjustments that would
be required if the Company could not continue as a going concern.
Auditors
The auditors, RPG Crouch Chapman LLP, will be proposed for reappointment in
accordance with section 485 of the Companies Act 2006.
This report was approved by the Board on 26 June 2024 and signed on its behalf
by Jeremy Woodgate, Director of the Company.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the
financial statements, in accordance with applicable law.
Company law requires the directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK-adopted international accounting standards
(UK-adopted IAS).
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 of the Company for that
period. In preparing the 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 they have been prepared in accordance with IFRS as
adopted by the UK, subject to any material departures disclosed and explained
in the financial statements.
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either intend
to liquidate the Company or to cease operations or have no realistic
alternative but to do so.
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 Companies
Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
Website publication
The Directors are responsible for the maintenance and integrity of the
Company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions
Statement of disclosure to auditors
So far as the Directors are aware, there is no relevant audit information of
which the Company's auditors are unaware.
Additionally, the Directors have taken all the necessary steps that they ought
to have taken as directors in order to make themselves aware of all relevant
audit information and to establish that the Company's auditors are aware of
that information.
Independent auditor's report to the members of Mortgage Chat Plc
Opinion
We have audited the financial statements of Mortgage Chat Plc (the 'Company')
for the year ended 31 December 2023 which comprise the Statement of
Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity, the Statement of Cash Flows and the related notes to the
financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the Company financial statements is applicable law and UK-adopted
International Financial Reporting Standards (IFRS).
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs as at
31 December 2023 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRS; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the accounting policies, concerning the
Company's ability to continue as a going concern. The matters explained in
Note 2 indicate that the Company needs to raise further finance to fund its
development plans. As at the date of approval of these financial statements
there are no legally binding agreements relating to securing the required
funds. These events or conditions along with the matters set forth in Note 2
indicate the existence of a material uncertainty which may cast significant
doubt over the Company's ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
We have highlighted going concern as a key audit matter. 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 Company's
ability to continue to adopt the going concern basis of accounting included:
· Reviewing the cash flow forecasts prepared by management for the
period up to July 2025 ;
· Discussing and challenging they underlying assumptions used in
preparing those forecasts;
· Sensitising the forecast to a range of future scenarios;
· Reviewing post-year end RNS announcements; and
· Assessing the adequacy of going concern disclosures within the Annual
Report and Financial Statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular we looked at
where the directors made subjective judgements, for example in respect of
significant accounting estimates. As in all of our audits, we also addressed
the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to issue an opinion on the financial statements as a whole, taking
into account the current structure of the Company, the accounting processes
and controls, and the industry in which it operates.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified such as valuation,
classification and impairment of investments, including those 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. The use of the Going Concern basis of accounting was
assessed as a key audit matter and has already been covered in an earlier
section of this report. The other key audit matters identified are described
below:
Key audit matter How our work addressed this matter
Carrying value of investments Our work included:
The Company holds an unlisted investment, which has been held at cost less · Reviewing the valuation workings prepared by management, flexing these
impairment. accordingly to review for any indicators of impairment and checking that the
value in use model is appropriate;
As the estimates and assumptions required to perform a valuation of an
unlisted investment involve a significant degree of judgement, we considered · Testing the integrity of the valuation model and forecast figures;
this to be a key audit matter.
· Discussing with management the assumptions used and obtaining support
for key assumptions;
· Sensitising the valuation model for key assumptions and considering if
the disclosures in the financial statements reflect appropriately the
requirement to disclosure key judgements and estimates; and;
· Assessing the treatment to ensure appropriate disclosures are included
for the valuation in the financial statements.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, 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.
We have based materiality on 2% of gross assets. This benchmark is considered
to be the most significant determinant of the Company's financial performance
used by the users of the financial statements. Overall materiality for the
Company was set at £4,000.
We agreed with the Directors that we would report on all differences in excess
of 5% of materiality relating to the group financial statements. We also
report to the Directors on financial statement disclosure matters identified
when assessing the overall consistency and presentation of the consolidated
financial statements.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. 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. In connection with our audit of the financial
statements, 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities on
page 7, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's
financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the legal and regulatory frameworks
within which the Company operates focusing on those laws and regulations that
have a direct effect on the determination of material amounts and disclosures
in the financial statements. The laws and regulations we considered in this
context were the Companies Act 2006 and relevant taxation legislation.
· We identified the greatest risk of material impact on the financial
statements from irregularities, including fraud, to be the override of
controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals and
reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 8 May 2024. 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.
Mark Wilson MA, FCA
Senior Statutory Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Registered Auditors
40 Gracechurch Street
London
EC3V 0BT
26 June
2024
Financial statements
Statement of comprehensive income for the year ended to 31 December 2023
________________________________________________________________________________________
Year ended Year ended
31 December 31 December
2023 2022
Note £'000 £'000
Realised loss on financial asset at fair value - 55
Administration expenses 5 218 195
Operating profit/(loss) 5 (218) (250)
Impairment of investment 275 -
Profit/(Loss) before taxation (493) (250)
Taxation 7 - -
Profit/(Loss) for the period (493) (250)
Other comprehensive income
Transfer to income statement - -
Other comprehensive income for the period net of taxation - -
Total comprehensive income for the year (493) (250)
Earnings per share
Basic (pence) 8 (0.09) (0.09)
Diluted (pence) 8 (0.09) (0.09)
The accompanying accounting policies and notes on pages 18 to 35 form part of
these financial statements.
Statement of financial position at 31 December 2023
________________________________________________________________________________________
31 December 31 December
2023 2022
Note £'000 £'000
Current assets
Trade and other receivables 10 2 14
Financial Investments - 275
Cash and cash equivalents 161 32
163 321
Total assets 163 321
Current liabilities
Trade and other payables 11 (153) (101)
(153) (101)
Net current assets 10 220
Net assets 10 220
Equity
Share Capital 12 958 674
Share premium account 583 583
Retained earnings (1,531) (1,037)
10 220
The financial statements of Mortgage Chat Plc (registered number 11540119)
were approved by the Board of Directors and authorised for issue on 26 June
2024 and were signed on its behalf by Jeremy Woodgate, Director of the Company
The accompanying accounting policies and notes on pages 16 to 32 form part of
these financial statements.
Statement of changes in equity for the year ended to 31 December 2023
________________________________________________________________________________________
Share Share Share based Retained Total
Capital Premium payment Earnings
reserve
£'000 £'000 £'000 £'000 £'000
At 31 December 2021 674 583 - (787) 470
(Loss) for the period - - - (250) (250)
Total Comprehensive Income - - - (250) (250)
Shares issued - - - - -
Share issue costs - - - - -
Consolidation of shares* - - - - -
Transfer with equity - - - - -
Total contributions by and distributions to owners of the Company 674 583 - (250) (250)
At 31 December 2022 674 583 - (1,037) 220
Loss for the period (494) (494)
Total Comprehensive Income (494) (494)
Shares issued 284 - - - 284
Share issue costs - - - - -
Transfer with equity - - - - -
Total contributions by and distributions to owners of the Company 284 - - (494) (210)
At 31 December 2023 958 583 - (1,531) 10
Statement of cash flows for the year ended 31 December 2023
________________________________________________________________________________________
Year ended Year ended
31 December 31 December
2023 2022
£'000 £'000
Cash flows from operating activities
Operating profit/(loss) (218) (250)
Share based
payments
Decrease in trade and other receivables 11 5
Increase in trade and other payables 52 30
Realised loss on financial asset at fair value - 55
Net cash outflow in operating activities (155) (160)
Investing activities
Receipts on sale of investments - 45
Payments on purchase of investments - (100)
Net cash inflow/(outflow) in investing activities - (55)
Financing activities
Issue of share capital 284 -
Issue costs - -
Net cash (outflow)/inflow from financing activities 284 -
Net (decrease)/increase in cash and cash equivalents 129 (215)
Cash and cash equivalents at beginning of period 32 247
Cash and cash equivalents at end of period 161 32
Notes to the financial statements
1 General Information
Mortgage Chat Plc is public limited company domiciled in the United Kingdom
and listed on AQUIS. The Company's registered office is 85 Portland Road,
Great Portland Street, London, United Kingdom, W1W 7LT.
The Company's initial investment policy was to invest in and/or acquire
companies and/or projects within companies that provide ancillary products and
services which serve the Medicinal Cannabis sector, not just in Europe, but in
markets globally (with a particular focus on the United Kingdom, Europe and
Israel) that are internationally recognised as having well-developed and
reputable laws and regulations for the research and production of Medicinal
Cannabis, and that comply with the United Nations' Convention on Narcotic
Drugs. The company also reserved the right to invest in products and services
related to the production of Cannabis Based Medicinal Products (CBMPs) where
appropriate. The investment policy was amended following a resolution being
passed at the Company's General Meeting held on 11 December 2023 to allow the
Company to acquire one or more investments in quoted or unquoted businesses or
companies (in whole or in part) or to develop its own trading business in the
technology, fintech and AI sectors.
2 Summary of Significant Accounting Policies
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The financial statements have been prepared in accordance with the Company's
accounting policies approved by the Board and described below. Information on
the application of these accounting policies, including areas of estimation
and judgement is given in 'Key accounting judgements and estimates.' Where
appropriate, comparative figures are reclassified to ensure a consistent
presentation with current year information.
Basis of Preparation of Financial Statements
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union and as
applied in accordance with the provisions of the UK Companies Act 2006. The
principal accounting policies adopted by the Company are set out below.
The Financial Statements are presented in Pounds Sterling (£'000) rounded to
the nearest pound (£'000). The preparation of financial statements in
conformity with IFRSs requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Company's Accounting Policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the Financial Statements are disclosed in Note 3.
New standards, amendments and interpretations adopted by the Company:
(a) New and amended standards mandatory for the first time for the
financial periods beginning on or after 1 January 2023
No new and/or revised Standards and Interpretations have been required to be
adopted, and/or are applicable in the current year by/to the Company, as
standards, amendments and interpretations which are effective for the
financial year beginning on 1 January 2023 are not material to the Company.
(b) New standards, amendments and interpretations in issue but not
yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Issued Effective date
IAS 1 Presentation of Financial Statements - Amendments regarding the Jan / Jul 2020 1 January 2024
classification of debt with covenants
IFRS S1 General Requirements for disclosure of Sustainability-related June 2023 1 January 2024 *
Financial Information - Original Issue
IFRS S2 Climate-related Disclosures - Original issue June 2023 1 January 2024 *
IAS 7 Statement of Cash Flows - Amendments regarding supplier finance May 2023 1 January 2024
arrangements
IFRS 7 Financial Instruments: Disclosures - Amendments regarding supplier May 2023 1 January 2024
finance arrangements
IFRS 7 Financial Instruments: Disclosures - Amendments regarding the May 2024 1 January 2026 *
classification and measurement of financial instruments
IFRS 18 Presentation and Disclosure in Financial Statements - Original issue April 2024 1 January 2027 *
* Subject to UK endorsement
The Company is evaluating the impact of the new and amended standards above. The Directors believe that these new and amended standards are not expected to have a material impact on the Company's results or shareholders' funds.
These new and amended standards are not expected to have a material impact on
the Company's results or shareholders' funds.
Going Concern
The Directors noted the losses that the Company has made for the Year Ended 31
December 2023. The Directors have prepared cash flow forecasts which take
account of the current cost and operational structure of the Company.
The Company meets its working capital requirements from its cash and cash
equivalents. The Company is pre-revenue, and to date has raised finance for
its activities through the issue of equity. The Directors have prepared a
detailed forecast for the 12 months following the date of signing this report
based on forecasted expenditure, including all required spend to meet its
corporate overhead costs. This forecast has been stress tested by Management.
However the Company's ability to meet future operational objectives through to
completing an acquisition will be reliant on raising further finance.
The Directors are confident that further funds can be raised and it is
appropriate to prepare the financial statements on a going concern basis,
however there can be no certainty that any financing will complete. These
conditions indicate existence of a material uncertainty related to events or
conditions that may cast significant doubt about the Company's ability to
continue as a going concern, and, therefore, that it may be unable to realise
its assets and discharge its liabilities in the normal course of business. The
auditors have made reference to this material uncertainty within their audit
report. These financial statements do not include the adjustments that would
be required if the Company could not continue as a going concern.
Revenue and other income
Revenue is recognised when persuasive evidence of an arrangement exists,
profit has derived from investments or services have been rendered, prices are
fixed or determinable and there is a probability that economic benefits will
flow to the Company. Realised profits or losses are recognised at the time in
which a contract is entered into to sell and investment. Unrealised profits or
losses are recognised when the fair value of financial investments is measured
at each period end. Other income relates to services provided and is
recognised at the time the service is delivered.
Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker (CODM). The CODM, who
is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes
strategic decisions.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
Financial instruments
Financial assets and financial liabilities are recognised on the Company's
statement of financial position when the Company becomes a party to the
contractual provisions of the instrument.
The Company's activities give rise to some exposure to the financial risks of
changes in interest rates and foreign currency exchange rates. The Company
has no borrowings and is principally funded by equity, maintaining all its
funds in bank accounts.
Financial assets
The Company classifies its financial assets into one of the categories
discussed below, depending on the purpose for which the asset was acquired.
The Company's accounting policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money derivatives and out-of-money derivatives
where the time value offsets the negative intrinsic value. They are carried in
the statement of financial position at fair value with changes in fair value
recognised in the consolidated statement of comprehensive income in the
finance income or expense line. Other than derivative financial instruments,
which are not designated as hedging instruments, the Company does not have any
assets held for trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
Amortised Cost
These assets comprise the types of financial assets where the objective is to
hold these assets in order to collect contractual cash flows and the
contractual cash flows are solely payments of principal and interest.
They are initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method, less
provision for impairment. Impairment provisions for current and non-current
trade receivables are recognised based on the simplified approach within IFRS
9 using a provision matrix in the determination of the lifetime expected
credit losses. During this process the probability of the non-payment of the
trade receivables is assessed. This probability is then multiplied by the
amount of the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For the receivables, which are
reported net, such provisions are recorded in a separate provision account
with the loss being recognised in the consolidated statement of comprehensive
income. On confirmation that the receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset, based on analysis of internal or external
information. For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month expected credit
losses along with gross interest income are recognised. For those for which
credit risk has increased significantly, lifetime expected credit losses along
with the gross interest income are recognised. For those that are determined
to be credit impaired, lifetime expected credit losses along with interest
income on a net basis are recognised.
The Company considers a financial asset in default when contractual payments
are 180 days past due. However, in certain cases, the Company may also
consider a financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements
held by the Company. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
The Company's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. 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, and - for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.
Financial investments
Non-derivative financial assets comprising the Company's strategic financial
investments in entities not qualifying as subsidiaries, associates or jointly
controlled entities. These assets are classified as financial assets at fair
value through profit or loss. They are carried at fair value with changes in
fair value recognised through the income statement. Where there is a
significant or prolonged decline in the fair value of a financial investment
(which constitutes objective evidence of impairment), the full amount of the
impairment is recognised in the income statement.
Listed investments are valued at closing bid price on 31 December 2023.
Unlisted investments that are not publicly traded and whose fair value cannot
be measured reliably, are measured at fair value through profit and loss, less
impairment.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous market
for the asset or liability
The principal or the most advantageous market must be accessible by the
Company.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities;
· Level 2 - Valuation techniques for which the lowest level input that
is significant to the fair value measurement is directly or indirectly
observable
· Level 3 - Valuation techniques for which the lowest level input that
is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes
of assets and liabilities on the basis of the nature, characteristics and
risks of the asset or liability and the level of the fair value hierarchy, as
explained above.
Trade and other receivables
Trade receivables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective interest rate
method. Trade and other receivables are accounted for at original invoice
amount less any provisions for doubtful debts. Provisions are made where there
is evidence of a risk of non-payment, considering the age of the debt,
historical experience and general economic conditions. If a trade debt is
determined to be uncollectable, it is written off, firstly against any
provisions already held and then to the statement of comprehensive income.
Subsequent recoveries of amounts previously provided for are credited to the
statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in
profit or loss in accordance with the expected credit loss model under IFRS 9.
For trade and other receivables which do not contain a significant financing
component, the Company applies the simplified approach. This approach requires
the allowance for expected credit losses to be recognised at an amount equal
to lifetime expected credit losses. For other debt financial assets the
Company applies the general approach to providing for expected credit losses
as prescribed by IFRS 9, which permits for the recognition of an allowance for
the estimated expected loss resulting from default in the subsequent 12-month
period. Exposure to credit loss is monitored on a continual basis and, where
material, the allowance for expected credit losses is adjusted to reflect the
risk of default during the lifetime of the financial asset should a
significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk
of default. A review of the historical occurrence of credit losses indicates
that credit losses are insignificant due to the size of the Company's clients
and the nature of its activities. The outlook for the natural resources
industry is not expected to result in a significant change in the Company's
exposure to credit losses. As lifetime expected credit losses are not expected
to be significant the Company has opted not to adopt the practical expedient
available under IFRS 9 to utilise a provision matrix for the recognition of
lifetime expected credit losses on trade receivables. Allowances are
calculated on a case-by-case basis based on the credit risk applicable to
individual counterparties.
Financial liabilities
The Company's financial liabilities include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
This category generally applies to trade and other payables.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities
at fair value through profit and loss or other liabilities, as appropriate.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
The fair values for the Company's assets and liabilities are not materially
different from their carrying values in the financial statements.
Equity
Share capital is determined using the nominal value of shares that have been
issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Retained earnings include all current and prior period results as disclosed in
the income statement.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks.
Foreign exchange
Transactions in currencies other than Sterling are recorded at the rates of
exchange prevailing on the dates of the transactions. At each balance sheet
date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the balance sheet date.
Gains and losses arising on retranslation are included in the income statement
for the period.
Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value
measurements. IFRS 13 does not change when an entity is required to use fair
value, but rather provides guidance on how to measure fair value under IFRS
when fair value is required or permitted. The resulting calculations under
IFRS 13 affected
the principles that the Company uses to assess the fair value, but the
assessment of fair value under IFRS 13 has not materially changed the fair
values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the
Company. It requires specific disclosures about fair value measurements and
disclosures of fair values, some of which replace existing disclosure
requirements in other standards.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from the net profit as reported in the income statement because
it excludes items of income or expense that are taxable or deductible in other
periods and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the tax expected to be payable or recoverable on the
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
The Company has reoccurring tax losses which can be used to offset future
profits. A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against which the asset
can be utilised. No deferred tax asset has been recognised in the current
year.
Impairment of non-current assets
The carrying values of all non-current assets are reviewed for impairment when
there is an indication that the assets might be impaired. Any provision for
impairment is charged to the statement of comprehensive income in the year
concerned.
Impairment losses on other non-current assets are only reversed if there has
been a change in estimates used to determine recoverable amounts and only to
the extent that the revised recoverable amounts do not exceed the carrying
values that would have existed, net of depreciation or amortisation, had no
impairments been recognised.
Provisions
Provisions are recognised when the Company has a present obligation as a
result of a past event, it is probable that the Company will be required to
settle that obligation and a reliable estimate can be made of the amount of
the obligation. The amount recognised as a provision is the best estimate of
the consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding the
obligation.
Share based payments
The Company issues equity-settled share-based benefits to employees. All
equity-settled share-based payments are ultimately recognised as an expense in
profit or loss with a corresponding credit to reserves.
Share-based payments relating to the subsidiary company increase the carrying
value of the investment in the subsidiary and are included in the loss on
disposal of the subsidiary.
If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior periods if share options ultimately exercised are
different to that estimated on vesting.
Upon exercise of any share options the proceeds received net of attributable
transaction costs are credited to share capital, and where appropriate share
premium.
3 Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the Company's accounting policies, as described in
note 2, management has made the following judgements that have the most
significant effect on the amounts recognised in the financial statements.
Unlisted investments
The Company is required to make judgments over the carrying value of
investments in unquoted companies where fair values cannot be readily
established and evaluate the size of any impairment required. It is important
to recognise that the carrying value of such investments cannot always be
substantiated by comparison with independent markets and, in many cases, may
not be capable of being realised immediately. Management's significant
judgement in this regard is that the value of their investment represents
their cost less previous impairment. The Company and its Directors conducted a
thorough impairment review as at 31 December 2023 of the Company's £275,000
investment in Product Earth Expo UK Ltd. The Company has decided to fully
impair the investment due to its complete loss in recoverable value. .
4 Segmental information
Segmental analysis is not applicable as there is only one operating segment of
the continuing business - investment activities. The performance measure of
investment activities is considered by the Board to be profitability and is
disclosed on the face of the statement of comprehensive Income. The Board will
continually review the segmental analysis of the business on an ongoing basis
and at each reporting date.
5 Operating Loss
Year to 31 Year to 31
Dec 2023 Dec 2022
£'000 £'000
Operating loss is stated after charging:
General administration expenditure 9 8
Audit and accountancy 33 25
Legal and 133 48
professional
11 5
Consultancy
32 109
Directors fees - -
Listing costs - 55
Disposal of investment
218 250
In addition to auditors' remuneration shown above, the auditors received the
following fees
2023 2022
£'000 £'000
Audit of the Company Financial Statements 20 25
Non-audit fees - other assurance in connection with listing - -
Non-audit fees - tax - -
20 25
6 Directors fees Fees and
salaries Total
2023 £'000 £'000
Peter Wall 55 55
Gavin Hilary Sathianathan (41) (41)
Philipp Kallerhoff 28 28
Er's NIC (10) (10)
32 32
2022 £'000 £'000
Sharon Segal 15 15
Gavin Hilary Sathianathan 57 57
Toby Waldock Shillitto 26 26
Er's NIC 11 11
109 109
There were no employees other than directors.
7 Taxation Year to 31 Year to 31
Dec 2023 Dec 2022
£'000 £'000
Total current tax - -
2023 2022
£'000 £'000
Profit/(Loss) on ordinary activities before tax (493) (250)
UK Corporation tax @ 25% (2022: 19%) (123) (47)
Factors affecting charge for the period:
Losses arising in territories where no tax is charged - -
Impairment losses not deductible for tax purposes 69 -
Unrelieved tax losses carried forward 54 47
Current tax charge for the period - -
8 Earnings/(loss) per share
2023 2022
The calculation of loss per share is based on the loss after taxation divided £'000 £'000
by the weighted average number of shares in issue during the period:
Net Profit/(loss) after taxation (£000's) (493) (250)
Number of shares
Weighted average number of ordinary shares for the purposes of basic 554,980,432 269,857,144
earnings/(loss) per share
Basic earnings/(loss) per share (expressed in pence) (0.09p) (0.09p)
diluted earnings/(loss) per share (expressed in pence) (0.09p) (0.09p)
9 Trade and other receivables 31 December 31 December
2023 2022
£'000 £'000
Current trade and other receivables
Other debtors - 10
Prepayments & accrued income 2 4
Total 14 20
10 Trade and other payables 31 December 31 December
2023 2022
£'000 £'000
Current trade and other payables
Trade creditors 83 55
Other creditors 45 -
Taxation and social security - 20
Accruals 25 26
Total 153 101
11 Share capital Ordinary Share Premium Nominal
Shares Value Value
Number £'000 £'000
At 31 December 2021 269,857,144 582,857 674,643
At 31 December 2022 269,857,144 582,857 674,643
At 31 December 2023 3,104,857,144 582,857 958,143
The par value of the shares brought forward as at 31 December 2022 was
£0.0025 per share. On 24 November 2023, 2,810,000,000 shares were issued at
par value of £0.0001 per ordinary share. On 27 December 2023 a further share
issue of 25,000,000 ordinary shares at £0,0001 per share were issued.
12 Financial instruments
The Board has overall responsibility for the determination of the Company's
risk management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Company's finance function. The Board receives monthly
reports through which it reviews the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Company's competitiveness and
flexibility.
The Company reports in Sterling. Internal and external funding requirements
and financial risks are managed based on policies and procedures adopted by
the Board of Directors. The Company does not use derivative financial
instruments such as forward currency contracts, interest rate and currency
swaps or similar instruments. The Company does not issue or use financial
instruments of a speculative nature.
Capital management
The Company's objectives when maintaining capital are:
· to safeguard the entity's ability to continue as a going concern, so
that it can continue to provide returns for shareholders and benefits for
other stakeholders; and
· to provide an adequate return to shareholders
Capital management
The capital structure of the Company consists of total shareholders' equity as
set out in the 'Statement of changes in equity'. All working capital
requirements are financed from existing cash resources.
Capital is managed on a day-to-day basis to ensure that all entities in the
Company are able to operate as a going concern. Operating cash flow is
primarily used to cover the overhead costs associated with operating as an
AQUIS listed company.
Liquidity risk
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 Directors consider that there is no significant liquidity risk faced by
the Company. The Company maintains sufficient balances in cash to pay accounts
payable and accrued expenses.
The Board receives forward looking cash flow projections at periodic intervals
during the year as well as information regarding cash balances. At the balance
sheet date the Company had cash balances of £161,084 and the financial
forecasts indicated that the Company expected to have sufficient liquid
resources to meet its obligations under all reasonably expected circumstances
and will not need to establish overdraft or other borrowing facilities.
Interest rate risk and liquidity risk
As the Company has no borrowings, it only has limited interest rate risk.
The impact is on income and operating cash flow and arises from changes in
market interest rates. Cash resources are held in current, floating rate
accounts.
Market risk
Market price risk arises from uncertainty about the future valuations of
financial instruments held in accordance with the Company's investment
objectives. These future valuations are determined by many factors but include
the operational and financial performance of the underlying investee
companies, as well as market perceptions of the future of the economy and its
impact upon the economic environment in which these companies operate. During
the financial year ending 31 December 2023, the Company assessed its
investment portfolio and determined that the full £275,000 investment was
impaired and written off. As a result, the entire carrying amount of the
investment has been recognised as an impairment loss in the statement of
comprehensive income. This action reflects the maximum potential loss that the
Company might suffer through holding its investment.
Currency risk
The Directors consider that there is no significant currency risk faced by the
Company as the Company has not had any foreign currency transactions in the
year (2022:nil)
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an
obligation or commitment that it has entered into with the Company. The
Company's maximum exposure to credit risk is:
2023 2022
£'000 £'000
Financial assets (current)
Cash and cash equivalents 161 32
Financial liabilities (current)
Trade payables 153 101
The Company's cash balances are held in accounts with Revolut.
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial
Position at either their fair value (financial investments) or at a reasonable
approximation of the fair value (trade and other receivables, trade and other
payables and cash at bank).
The fair values are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
Trade and other receivables
The following table sets out the fair values of financial assets within Trade
and other receivables.
2023 2022
Financial assets (Note 12) £000 £000
Trade and other receivables - Non-interest earning - -
There are no financial assets which are past due and for which no provision
for bad or doubtful debts has been made.
Trade and other payables
The following table sets out financial liabilities within Trade and other
payables. These financial liabilities are predominantly non-interest bearing.
Other liabilities include tax and social security payables and provisions
which do not constitute contractual obligations to deliver cash or other
financial assets.
2023 2022
Financial liabilities (Note 13) £000 £000
Trade and other payables 153 101
13 Capital Commitments & Contingent Liabilities
There are no non-cancellable capital commitments as at the balance sheet date.
The Company has no contingent liabilities at the balance sheet date.
14 Related Party Transactions
There are no related party transactions.
15 Ultimate control
The Company has no individual controlling party.
16 Post reporting date events
Post year end the Company issued 210,000,000 new ordinary shares of 0.01 pence
each in the Company at a price of 0.05 pence per share to raise a total of
£105,000 to be used for working capital and for the development of the new
strategy of the Company.
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