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REG - Starcrest Education - Final Results

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RNS Number : 8487Q  Starcrest Education Limited  30 June 2022

30 June 2022

 

Starcrest Education Limited

 

("Starcrest" or the "Company" or the "Group")

 

Final Results

 

Starcrest Education Limited (LSE: OBOR), the international developer and
operator of education services in Europe, is pleased to announce its audited
final results for the year ended 31 December 2021.

 

Highlights

 

·    Cash balance of £42,427 as at 31 December 2021

·    Loss before tax of £1,391,381 for the year ended 31 December 2021

·    Post period end, on 23 March 2022, the Company announced that it had
signed an agreement with Fairview International School (UK) Limited, for an
advance of up to £1 million ("Advance Agreement"). As part of the terms of
the Advance Agreement, Starcrest and Fairview have also agreed to acquire an
interest in several Fairview IB World Schools (together the "Proposed
Acquisition") subject to negotiation on the specific details.

 

Jeff Zhang, Executive Director of Starcrest, commented:

 

"We are pleased to announce Starcrest's final results for the year ended 31
December 2021.

 

"In line with our strategic focus on education opportunities within the UK and
Europe, we have continued, throughout the period, to seek acquisition targets
that fit our search criteria and offer attractive growth potential and
shareholder returns.

 

"During the period, with uncertainties as a result of the COVID-19 pandemic a
major contributory factor, the Company announced its decision to no longer
proceed with the Company's previously stated intention to acquire 60% of the
issued share capital of The London School of Science and Technology Limited
("LSST").

 

"Upon the cancellation of the intention to acquire LSST, we announced the
Company's intention to acquire up to 80% of the issued share capital of
National Training Company Limited ("NTC"). While the acquisition of NTC was
considered by the Board to be an excellent opportunity for the Company, due to
market conditions, the Company was not able to proceed with the reverse
takeover.

 

"Post-period, we are pleased to announce that the Company has signed an
agreement with Fairview International School (UK) Limited ("FIS UK") for an
advance of up to £1 million. In addition to the advance, as part of the terms
of the Advance Agreement, Starcrest and Fairview have also agreed to acquire
an interest in several Fairview IB World Schools (together the "Proposed
Acquisition") subject to negotiation on the specific details.

 

"We believe that the opportunity fits with the Company's strategy and provides
an opportunity for long-term growth and returns to shareholders. The Board
continues to work hard to facilitate the deal and will update the market with
developments.

 

"The Board is confident that the Company is sufficiently funded and has the
appropriate strategy to grow the Company.

 

"We would like to take this opportunity to thank the Company's shareholders
for their continued support and all employees for their hard work.

 

"We look forward to providing further updates to the market in due course."

 

- Ends -

Enquiries:

 

 Starcrest Education

 Jeff Zhang, Executive Director                          +44 (0) 7768 031454

 Allenby Capital Limited (Financial Adviser and Broker)

 John Depasquale                                         +44 (0) 20 3328 5657

 Vivek Bhardwaj

 Yellow Jersey PR (Financial PR)

 Sarah Hollins                                           +44 (0) 20 3004 9512

 Henry Wilkinson

 

Notes to editors:

Starcrest is an international developer and operator of education services in
Europe. The Company was established to seek acquisition opportunities in the
international education sector and to provide premier education services and
products in the UK and to countries in Europe.

 

Starcrest listed on the Main Market of the London Stock Exchange on 31 January
2019 under the ticker symbol (LSE: OBOR). Further information can be found on
the Company's website at https://www.starcresteducation.com
(https://www.starcresteducation.com) .

 

 

Strategic Report

 

Introduction

 

I am pleased to report the final results for the year ended 31 December 2021.

 

Strategy and Transactions

 

Upon the Company's admission to trading on 31 January 2019, Starcrest
initially had a strategic focus on opportunities in the Chinese education
sector, as well as in the UK and Europe. However, the Company's international
strategy has been constrained by the measures imposed in response to the
COVID-19 pandemic. Accordingly, the Company now intends to provide premier
education services and products in the UK and Europe.  In September 2021, the
Company's shareholders approved its intention to change its name from
"Starcrest Education The Belt & Road Limited" to "Starcrest Education
Limited" to better reflect our new strategic focus.

 

In line with the Group's strategy, we have been proactively seeking relevant
acquisition opportunities that fit with Starcrest's search criteria and that
offer attractive growth potential.

 

In August 2021, with uncertainties as a result of the COVID-19 pandemic a
major contributory factor, the Company announced its decision to no longer
proceed with the Company's previously stated intention to acquire 60% of the
issued share capital of The London School of Science and Technology Limited
("LSST"), as first announced on 18 September 2019.

 

At the same time, Starcrest announced its intention to acquire up to 80% of
the issued share capital of National Training Company Limited ("NTC").
Subsequently, in December 2021, the Company announced the cancellation of its
intended acquisition of NTC. The Directors considered NTC to be an excellent
opportunity for the Company, however, due to market conditions, the Company
was not able to proceed with the reverse takeover.

 

Post period end, on 23 March 2022, the Company announced that it had signed an
agreement with Fairview International School (UK) Limited, for an advance of
up to £1 million ("Advance Agreement"). As part of the terms of the Advance
Agreement, Starcrest and Fairview have also agreed to acquire an interest in
several Fairview IB World Schools (together the "Proposed Acquisition")
subject to negotiation on the specific details.

 

Fairview is the largest network of IB World Schools with 5 campuses across
Malaysia and Scotland being the latest addition to the network. Fairview has
been in education for over 4 decades and was recognised as among the Top 1%
Global IB Schools for excellence in its academic achievement for the last 2
years.

 

Results and Trading

 

As of 31 December 2021, the Group had cash balances of £42,427. Loss before
tax for the year ended 31 December 2021 was £1,391,381.

 

The majority of the losses reported in the year, representing approximately
£0.95m, is attributed to professional fees and associated costs relating to
the reverse takeover project in 2021 and funds incurred in legal and financial
due diligence.

 

Working Capital and Going Concern

 

As at 31 May 2022, funds held at our banks equated to £65,479. The agreement
with Fairview has provided an advance of up to £1 million of which the
Company has drawn £200,000.

 

The Board has reviewed its cash flows for the next 12 months on two scenarios,
having taken into account current overheads and projected costs associated
with the due diligence on the Proposed Acquisition. Further details of the
scenarios can be found in Note 4 to the financial statements.

 

Having considered the cash flow forecast scenarios, the Directors have
identified circumstances that give rise to material uncertainties that may
cast significant doubt on the ability of the Company and Group to continue as
a going concern. Further details can be found in Note 4 to the financial
statements.

 

Annual General Meeting

 

We anticipate our Annual General Meeting will be held in August 2022. The
Company will notify shareholders of our proposed date and venue when the
Annual Accounts are circulated.

 

Summary and Outlook

 

Throughout the period, the Company remained proactively seeking acquisition
targets that fit its search criteria and offer attractive growth potential and
returns to shareholders.

 

Post period end, following their appointments to the Board in April 2022, we
are also pleased to announce that Lim Hun Soon @ David Lim and Jasbeer Singh
A/L Banta Singh have been appointed as interim Co-Chairmen of the Company.
Lim Hun Soon @ David Lim and Jasbeer Singh A/L Banta Singh bring extensive
relevant financial and legal expertise across a broad range of businesses at
this transformational time in the Company's development.

 

We would like to take this opportunity to thank the Company's shareholders for
their continued support and all employees for their hard work.

 

The Directors look forward to updating the market with our progress as and
when possible.

 

 

Xiao Jun Zhang

Executive Director

30 June 2022

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2021

 

                                                                           Note  Year Ended             Year Ended

                                                                                 31 December 2021       31 December 2020

                                                                                 £                      £
 Administrative expenses                                                         (1,391,381)            (1,537,335)
 Operating loss                                                            10    (1,391,381)            (1,537,335)

 Loss before taxation                                                            (1,391,381)            (1,537,335)
 Taxation                                                                  13    -                      -
 Loss for the year                                                               (1,391,381)            (1,537,335)
 Other comprehensive loss
 Exchange (loss)/gain arising on translation to presentation currency

                                                                                 (10,709)               209,581
 Total comprehensive loss for the year

                                                                                 (1,402,090)            (1,327,754)

 Loss per share - basic and diluted (pence per share)                      14    (6.45)                 (7.13)

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2021

 

 

                                                                        As at                        As at

31 December 2021
31 December 2020
                                                              Note                 £                 £

 Assets
 Non-current assets
 Right-of-use assets                                                    -                            -
 Total non-current assets                                               -                            -

 Current assets
 Cash and cash equivalents                                    16        42,427                       1,454,672
 Trade and other receivables                                            1,441                        16,681

 Total current assets                                                   43,868                       1,471,353
 Total assets                                                           43,868                       1,471,353

 Equity and liabilities

 Capital and reserves attributable to owners of the company
 Share capital                                                18        215,600                      215,600
 Share premium                                                19        3,454,364                    3,454,364
 Other reserve                                                          -                            -
 Retained earnings                                                      (4,335,160)                  (2,943,779)
 Foreign exchange reserves                                              85,444                       96,153
 Total equity                                                           (579,752)                    822,338

 Liabilities

 Current liabilities

 Trade and other payables                                     17        623,620                      649,015
 Total liabilities                                                      623,620                      649,015

 Total equity and liabilities                                           43,868                       1,471,353

 

These financial statements were approved by the Board of Directors for issue
on 30 June 2022 and signed on behalf by:

 

 

 

Xiao Jun Zhang

Executive Director

30 June 2022

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021

 

                                                                                                                  Foreign exchange reserves

                                        Share     Share               Other Reserve           Retained earnings                                            Total

                                        capital   premium                                                                                                  equity
                                        £         £                   £                       £                   £                                        £

 Balance at 01 January 2021             215,600   3,454,364           -                       (2,943,779)         96,153                                   822,338

 Loss for the year                      -         -                   -               (1,391,381)                 -                                        (1,391,381)

 Other comprehensive loss for the year  -         -                   -                       -                   (10,709)                                 (10,709)

 Balance at 31 December 2021            215,600   3,454,364           -               (4,335,160)                  85,444                                  (579,752)

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020

 

                                                                                                                  Foreign exchange reserves

                                        Share     Share               Other Reserve           Retained earnings                              Total

                                        capital   premium                                                                                    equity
                                        £         £                   £                       £                   £                          £

 Balance at 01 January 2020             215,600   3,454,364           -                       (1,406,444)         (113,428)                  2,150,092

 Loss for the year                      -         -                   -               (1,537,335)                 -                          (1,537,335)

 Other comprehensive loss for the year  -         -                   -                       -                   209,581                    209,581

 Balance at 31 December 2020            215,600   3,454,364           -               (2,943,779)                 96,153                     822,338

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2021

 

                                                                        Year Ended         Year Ended

                                                                        31 December 2021   31 December 2020
                                                                  Note  £                  £

 Cash flows from operating activities
 Loss for the year                                                      (1,391,381)        (1,537,335)

 Decrease/(Increase) in receivables                                     15,240             (2,081)
 Decrease in payables                                                   (25,395)           (2,539)
 Net cash used in operating activities                                  (1,401,536)        (1,541,955)

 Net (decrease)/increase in cash and cash equivalents                   (1,401,536)        (1,541,955)

 Cash and cash equivalents at beginning of the financial period

                                                                        1,454,672          2,787,046
 Exchange losses on cash and cash equivalents                           (10,709)           209,581
 Cash and cash equivalents at end of financial period             14    42,427             1,454,672

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2021

 

1.            GENERAL INFORMATION

Starcrest Education Limited ("the Company") was incorporated and registered in
the Cayman Islands as a private company limited by shares on 23 May 2018 under
the Companies Law (as revised) of The Cayman Islands, with the name Starcrest
Education The Belt & Road Limited, and registered number 337619. The
Company has officially changed the name to Starcrest Education Ltd on 30
September 2021, the RNS was released on 5 October 2021.

The Company's registered office is located at Cricket Square, Hutchins Drive
PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

 

2.            PRINCIPAL ACTIVITIES

The principal activity of the Group is to seek education related acquisition
opportunities in Europe.

 

3.            RECENT ACCOUNTING PRONOUNCEMENTS

(a)      New interpretations and revised standards effective for the year
ended 31 December 2021

The International Accounting Standards Board (Board) has issued an amendment
to IFRS 16 Leases to make it easier for lessees to account for
COVID-19-related rent concessions such as rent holidays and temporary rent
reductions.

The Group's had no lease contract in the last financial year.

(b)      Standards and interpretations in issue but not yet effective

There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for periods
beginning subsequent to 1 January 2021. The Directors do not believe these
standards and interpretations will have a material impact on the financial
statements once adopted.

 

4.            BASIS OF PREPARATION

The consolidated financial information has been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the
European Union and prepared under the historic cost convention.

The consolidated financial statements include the audited financial statements
for the Company for the year ended 31 December 2021 and its subsidiary
companies (See Note 15).

The Group's functional currency is USD as cash raised by shareholders was in
USD. The Company listed its shares on the Main market of the London Stock
Exchange on 31 January 2019. The directors have decided to present the
financial information in Pounds Sterling (£) rounded to nearest £1, which is
the Company's presentation currency, as the Company is listed in the UK.

 

Going Concern

On 11 March 2022, the Company signed a loan agreement with Fairview
International School (UK) Limited (Fairview) for an advance of up to
£1,000,000. The loan is made available in tranches, with £200,000 received
to date and further tranches totalling £800,000 to be made available for
expenses incurred by the Group. The loan is repayable on the earlier of the
successful completion of the reverse takeover of the Company by Fairview and
the acquisition of certain Fairview IB World Schools (the Proposed
Acquisition) or 12 months from the date of the loan agreement. The agreement
contains a call option over up to 75% of the share capital of the Company
which can be exercised at any time.

 

In order assess the going concern position of the Company and Group, the
Directors have prepared forecasts and projections for a period of at least 12
months from the date of these financial statements under two scenarios. The
first scenario is that the Proposed Acquisition of Fairview, as announced on
23 March 2022, completes in December 2022. The expectation is that, under this
scenario, sufficient additional capital will be received by the Company from
new shareholders enabling repayment of the Fairview loan. Having considered
the financial position of the businesses subject to the Proposed Acquisition,
the Directors' expectation is that the enlarged Group will be cash generative
from the date of the acquisition such that it is expected to be able to
continue as a going concern. In connection with the Proposed Acquisition,
discussions with the Fairview and professional advisors to support the
transaction are progressing well and the Directors expect to be able to agree
terms with all parties. The Group needs to agree extended payment terms with
its creditors and is reliant on its immediate parent not requesting repayment
of the amounts owed to it by the Company as disclosed in Note 21, in order
that it is able to complete the Proposed Acquisition.

 

The second scenario is that the Proposed Acquisition does not take place
before 30 June 2023. Under this scenario, in addition to the need to extend
payment terms with creditors and avoid repayment of the amounts due to the
immediate parent company as described above, the Directors intend to amend and
extend the loan arrangement with Fairview and to obtain additional working
capital from Fairview in order that the Group and Company can continue to meet
their obligations as they fall due for a period of at least one year from the
date of these financial statements. The Directors envisage such a scenario
would only arise in the event that there was an unexpected delay in the timing
of the Proposed Acquisition.

 

The existence of the circumstances above gives rise to material uncertainties
that may cast significant doubt on the ability of the Group and Company to
continue as a going concern, and therefore that it may not be able to realise
its assets and discharge its liabilities in the ordinary course of business.
However, the Directors are confident in their ability to execute the Proposed
Acquisition, to raise sufficient capital from new shareholders, to agree
extended payment terms with their creditors and, if necessary, obtain
alternative sources of funds as described above. The Directors have received a
letter of support from the immediate parent company stating that it will not
seek repayment of the amounts owed by the Company prior to completing the
Proposed Acquisition.

 

On the basis of the above, Directors have a reasonable expectation that the
Company and Group will have sufficient resources to meet their obligations as
they fall due. Accordingly, these financial statements have been prepared on a
going concern basis.

 

5.            SIGNIFICANT ACCOUNTING POLICIES

5.1         Foreign currency translation

Transactions in currencies other than the entity's functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the
dates of the transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which
they arise.

Results at 31 December 2021 are translated into the presentation currency.
Assets and liabilities are translated at the closing rate while income and
expenses are translated at exchange rates at the dates of the transactions.
Differences arising are recognised in Other Comprehensive Income in the period
in which they arise.

5.2         Financial instruments

A financial asset or a financial liability is recognised only when the Group
becomes a party to the contractual provisions of the instrument.

Financial instruments are initially recognised at the transaction price as
this represents fair value, unless the arrangement constitutes a financing
transaction, where it is recognised at the present value of the future
payments discounted at a market rate of interest.

Financial assets

Financial assets are initially recognised at fair value, less transaction
costs. Subsequent to initial recognition, they are recorded at amortised cost.

Financial liabilities

Financial liabilities are initially recognised at fair value less transaction
costs. Subsequent to initial recognition, they are recorded at amortised cost.

5.3         Share Capital

Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares or options in relation to
ordinary shares are shown in equity as a deduction, net of taxation, from the
proceeds.

5.4         Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with
banks and other short term highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.

 

5.5         Earnings per share

Basic earnings per share is computed using the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of shares during the period plus the
dilutive effect of dilutive potential ordinary shares outstanding during the
year.

 

5.6        Leases

Where the Group enters into leases that are longer than 12 months, the Group
recognises right-of-use assets measured at an amount equal to the lease
liability. The lease liability is measured at the present value of the
remaining lease payments, discounted using the Group's incremental borrowing
rate at date of lease commencement. Lease modifications are accounted for at
the effective date of the lease modification.

 

6.            ACCOUNTING ESTIMATES AND JUDGEMENTS

Preparation of financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.

Other than the assessment of going concern as described in Note 4, there are
no significant accounting estimates or judgements that affect reported amounts
of assets, liabilities, income and expenses in this period.

 

7.            FINANCIAL RISK MANAGEMENT

The Group has exposure to liquidity risk, foreign currency risk and capital
risks from its use of financial instruments. Credit, interest rate and market
risks are not considered to be material to the Group. The Group is not subject
to any external imposed capital requirements.

The Group's financial instruments consist mainly of cash and accounts payable.

a) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities. The Group's
approach to managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.

The Group's financial liabilities comprise amounts due to the parent company
and accruals. The Group's financial assets comprise cash and cash equivalents.

b) Foreign currency risk

The impact of exchange rate fluctuations that are recognised through other
comprehensive income are those that arise on translation from functional to
presentation currency. The carrying amounts of the balances and transactions
denominated in a currency other than the Group's presentation currency are as
follows:

 2021                                   United States Dollar    RMB
 Cash at bank                           5,227                   -
 Amounts due to the parent company            -                 (175,055)
 Total                                  5,227                   (175,055)

 

 2020                                   United States Dollar    RMB
 Cash at bank                           256,446                 -
 Amounts due to the parent company      -                       (167,781)
 Total                                  256,446                 (167,781)

 

A ten percent strengthening of GBP (£) against the following currencies at 31
December would have (decreased)/increased reported equity and other
comprehensive income by the following amounts:

                        2021

                       Other comprehensive income   Equity
 United States Dollar  (475)                        (475)
 RMB                   15,914                       15,914

 

                        2020

                       Other comprehensive income   Equity

 United States Dollar  (17,081)                     (17,081)
 RMB                   15,253                       15,253

 

A ten percent weakening of GBP (£) against the following currencies at 31
December would have (decreased)/increased reported equity and other
comprehensive income by the following amounts:

                                                             2021
                                       Other comprehensive income          Equity
 United States Dollar                  581                                 581
 RMB                                   (19,451)                            (19,451)

                                             2020
                       Other comprehensive income        Equity
 United States Dollar  20,876                            20,876
 RMB                   (18,642)                          (18,641)

 

The impact of the exchange rate fluctuations that are recognised through
profit or loss are those that arise on translation to functional currency. The
carrying amounts of the balances and transactions denominated in a currency
other than the entity's functional currency (United States Dollar) are as
follows:

 2021                                   GBP          RMB
 Amounts due to the parent company      (56,164)     (235,921)

 Creditors

                                        (18,868)     -
 Accruals                               (529,499)    -

 Trade and other receivables            1,887
 Total                                  (602,645)    (235,921)

 

 2020                                   GBP          RMB
 Amounts due to the parent company      (56,881)     (229,005)
 Creditors                              (63,143)     -
 Accruals                               (528,873)    -

 Other creditor                         (7,940)
 Trade and other receivables            21,515       -
 Total                                  (635,321)    (229,005)

 

A ten percent strengthening of USD ($) against the following currencies at 31
December would have (decreased)/increased reported equity and profit or loss
by the following amounts:

       2021

      Profit or loss   Equity
 GBP  49,685           49,685
 RMB  21,447           21,447

       2020

      Profit or loss   Equity
 GBP  51,749           51,749
 RMB  20,819           20,819

 

A ten percent weakening of USD ($) against the following currencies at 31
December would have (decreased)/increased reported equity and profit or loss
by the following amounts:

       2021

      Profit or loss   Equity
 GBP  (40,651)         (40,651)
 RMB  (26,213)         (26,213)

       2020

      Profit or loss   Equity
 GBP  (42,316)         (42,316)
 RMB  (25,445)         (25,445)

 

c)  Credit risk

Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Credit
allowances are made for estimated losses that have been incurred by the
reporting date.

 

8.            CAPITAL MANAGEMENT

The Group actively manages the capital available to fund the Group, comprising
equity and reserves. The Group's objectives when maintaining capital is to
safeguard the entity's ability to continue as a going concern, so that it can
continue to provide returns for shareholders.

 

9.            SEGMENT REPORTING

IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors are of the opinion that under IFRS 8 the
Group has only one operating segment. The Board of Directors assess the
performance of the operating segment using financial information which is
measured and presented in a manner consistent with that in the Financial
Statements. Segmental reporting will be reviewed and considered in light of
the development of the Group's business over the next reporting period.

 

10.          OPERATING LOSS

     The operating loss is stated after charging/(crediting):
                               Year ended           Year ended

                               31 December 2021     31 December 2020
                               £                    £
     Foreign exchange (gains)  -                    -

 

Administrative expenses incurred in the year principally include amounts
incurred in connection with the Proposed Transaction, being legal and
professional fees, together with directors and staff costs as shown in Note
11.

 

11.          STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

                            Year ended         Year ended

                            31 December 2020   31 December 2020
                            £                  £

 Key management emoluments
 Remuneration               202,500            178,333

                            £                  £

 Executive Directors
 Xingchen Zhu               -                  10,000

 Xiaojun Zhang              107,500            63,833

 Peng Luo                   -                  7,500

 

 

 Non-executive Directors
 John McLean OBE              35,000    35,000
 Norman Cumming               30,000    30,000
 Nicholas Petford DSc         30,000    30,000
                              202,500   178,333
 Employees

 Staff costs                  145,796   131,917

 National Insurance

 Employers N.I. (Directors)   15,050    5,921

 Employers N.I. (Employees)   12,453    9,026

                              27,503    14,947

 Pension

 Staff pensions (Directors)   3,225     1,375

 Staff pensions (Employees)   4,200     4,121

                              7,425     5,496

 

12.          AUDITORS' REMUNERATION

     The following remuneration was received by the Company's auditors:
                                                                                          Year ended                       Year ended

                                                                                          31 December 2021                 31 December 2020
                                                                                                    £                      £
     Remuneration for the audit of the Company's financial statements                                  31,580              29,625
     Corporate finance services                                                                       227,300              90,000

 

13.          TAXATION

The Company is incorporated in the Cayman Islands, and its activities are
subject to taxation at a rate of 0%.

 

14.          EARNINGS PER SHARE

The Company presents basic and diluted earnings per share information for its
ordinary shares. Basic earnings per share is calculated by dividing the loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares in issue during the reporting period.

There is no difference between the basic and diluted loss per share.

 

                                                  Year ended         Year ended

                                                  31 December 2021   31 December 2020

 Loss attributable to ordinary shareholders (£)   (1,391,381)        (1,537,335)

 Weighted average number of shares                21,560,000         21,560,000

 

 Loss per share (expressed as pence per share)  (6.45)      (7.13)

 

The loss per share for the period has been calculated using the weighted
average number of shares in issue during the year.

 

15.          SUBSIDIARIES

All subsidiaries which have been included in these consolidated financial
statements, are as follows:

 Name                                         Country of incorporation and principal place of business  Proportion of   ownership interest at 31 December 2021    Proportion of   ownership interest at 31 December 2020
 Starcrest Education UK Plc                      United Kingdom                                         100%                                                                 100%

 Starcrest Education Management (UK) Limited     United Kingdom                                         100%                                                                  100%

 

16.          CASH AND CASH EQUIVALENTS

                   Year ended        Year ended

                   31 December       31 December

                   2021              2020
                   £                 £

 Cash at bank      42,427            1,454,672

 Cash at bank earns interest at floating rates based on daily bank deposit
 rates.

 

17.          TRADE AND OTHER PAYABLES

                                         Year ended                                     Year ended

                                         31 December                                    31 December

                                         2021                                           2020
                                         £                                              £

 Amounts due to the parent company                    216,729                             209,455

 Accruals                                             107,133                             387,481

 Trade payables                                        299,758                              46,262

 Other creditors                                               -                              5,817
                                                      623,620                             649,015

 

All payables are financial liabilities measured at amortised cost.

 

Amounts due to the parent company are unsecured, interest free and repayable
on demand.

 

18.          SHARE CAPITAL

                                          Number of shares  Nominal

                                                            value

                                                            £
 Authorised
 Ordinary shares of £0.01 each            1,000,000,000     10,000,000

 Issued and fully paid
 Issue of ordinary shares of £0.01 each   21,560,000        215,600

 

19.          SHARE PREMIUM

The transaction costs of £111,177 incurred in the year ended 31 December 2019
and £291,222 incurred in the year ended 31 December 2018 have been deducted
from equity.

 

The opening and closing balance of Share premium of £3,454,364 has been
recognised.

 

20.          RESERVES

The following describes the nature and purpose of each reserve within equity:

 

 Reserve                   Description and purpose

 Share premium             Amount subscribed for share capital in excess of nominal value.

 Other reserve             Consideration received for shares which are not yet issued.

 Retained earnings         All other net gains and losses and transactions not recognised elsewhere.

 Foreign exchange reserve  Gains/losses arising on retranslation of net assets from functional to
                           presentation currency.

 

21.          RELATED PARTY TRANSACTIONS

As at 31 December 2021, an amount of £216,729 (31 December 2020: £209,455)
was owed to Starcrest Education Management Company Ltd. This amount mainly
arose from business expenses paid on behalf of the Company by the parent
company.

 

The remuneration of the Directors, the key management personnel of the
Company, is set out in Note 11.

 

22.          ULTIMATE CONTROLLING PARTY

The immediate parent company is Starcrest Education Management Company Ltd.
The ultimate parent company is Shenzhen Xing Chen Investment Holdings
Limited.  The ultimate controlling party is Mr Peng Luo, who is also a
director of the Company.

 

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