Final Results to 30 September 2024
31/01/2025 16:25
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RNS Number : 5263V Miotal PLC 31 January 2025
MIOTAL PLC (formerly BECKET INVEST PLC)
(the "Company" or "Miotal")
Annual Report and Financial Statements
For the year ended 30 September 2024
The Company is pleased to announce the Annual Audited Results for the year
ended 30 September 2024, which are found in full below.
The audited results will shortly be available at the Company's website:
www.miotal.com/ (http://www.miotal.com/)
Enquiries
Becket Invest Plc Tel: +44 (0)7515 888 111
Graeme Muir, Director
Peterhouse Capital Limited
Financial Adviser
Guy Miller / Heena Karani Tel: +44 (0)20 7469 0930
Corporate Broker
Lucy Williams
Contents
Corporate Information (#_Toc157612214) (#_Toc157612214)
Chairman's Statement (#_Toc157612215) (#_Toc157612215)
Strategic Report (#_Toc157612216) (#_Toc157612216)
Directors' Report (#_Toc157612217) (#_Toc157612217)
Remuneration Report and Plan (#_Toc157612218) (#_Toc157612218)
Remuneration Policy (#_Toc157612219) (#_Toc157612219)
Independent Auditors' Report (#_Toc157612220) (#_Toc157612220)
S (#_Toc157612221) t (#_Toc157612221) atem (#_Toc157612221) e (#_Toc157612221)
n (#_Toc157612221) t (#_Toc157612221) of Com (#_Toc157612221) p
(#_Toc157612221) rehens (#_Toc157612221) iv (#_Toc157612221) e In
(#_Toc157612221) c (#_Toc157612221) ome (#_Toc157612221) (#_Toc157612221)
S (#_Toc157612222) t (#_Toc157612222) atem (#_Toc157612222) e (#_Toc157612222)
n (#_Toc157612222) t (#_Toc157612222) of Financial Position (#_Toc157612222)
(#_Toc157612222)
S (#_Toc157612223) t (#_Toc157612223) atem (#_Toc157612223) e (#_Toc157612223)
n (#_Toc157612223) t (#_Toc157612223) of Changes in Equity (#_Toc157612223)
(#_Toc157612223)
S (#_Toc157612224) t (#_Toc157612224) atem (#_Toc157612224) e (#_Toc157612224)
n (#_Toc157612224) t (#_Toc157612224) of Cash Flows (#_Toc157612224)
(#_Toc157612224)
Notes to the Financial Statements (#_Toc157612225) (#_Toc157612225)
Corporate Information
Directors Graeme Muir
Daniel Monks (Appointed 14 June 2024)
James Crossley (Appointed 1 December 2023, Resigned 30 June 2024)
Thomas Furlong (Resigned 1 December 2023)
Martin Lampshire (Resigned 6 October 2023)
Company Secretary SGH Company Secretaries Limited
Registered Office 6th Floor
60 Gracechurch Street
London
EC3V 0HR
Company Number 13628478
Auditor Pointon Young Chartered Accountants
Statutory Auditor
33 Ludgate Hill
Birmingham
B3 1EH
Share Registrar Share Registrars Ltd
3 The Millennium Centre
Crosby Way
Farnham, Surrey
GU9 7XX
Bankers Alpha FX Limited
Brunel Building
2 Canalside Walk
London
W2 1DG
Solicitors Maddox Legal Limited
68 King William Street
London
EC4N 7HR
Brokers Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6DZ
Chairman's Statement
Dear Shareholders,
I am pleased to present the annual report for Miotal Plc (formerly Becket
Invest Plc), (the "Company" or "Miotal") for the year ended 30 September 2024.
After admission of the Company to the Standard Listing and to trading on the
Main Market of the London Stock Exchange on 5 June 2023 the Company have
continued to make significant progress targeting established businesses to
undergo a reverse takeover.
Company activities
The principal focus of the Company is to acquire opportunities in the battery
metals and related technologies sectors. To this end, the Company will
continue to endeavour to identify acquisition targets where such targets can
offer a clear value advantage to the Company. However, the Company's focus in
identifying opportunities will not be limited to a particular industry or
geographic location.
On 18 September 2024, the Company announced that it had signed heads of terms
to acquire the entire issued share capital of SMT Holdings Limited, a company
incorporated in Abu Dhabi Global Market, Abu Dhabi, UAE which owns various
strategic metals and rare earth minerals, which are essential in various
industry sectors such as technology, aerospace and defence. As a result, the
company applied for their ordinary shares to be suspended until completion of
the transaction or an announcement that it would no longer occur. A director
and shareholder of SMT Holdings Limited is a director and shareholder of the
Company's main shareholder BPM Trading Limited.
Financial Status
The Company's financial position remains stable given that it does not
currently generate any income, with available funds to support our immediate
initiatives. Whilst we have not generated any operating income during the
financial year, we are dedicated to ensuring that our resources are prudently
managed for the benefit of the shareholders.
Acknowledgements
Finally, I would like to express my appreciation to our shareholders for their
ongoing support and patience as we pursue avenues for future operations and
value creation. We remain dedicated to our shareholders' interests.
Graeme Muir
Chairman
31 January 2025
Strategic Report
The Directors present their Strategic Report for the year ended 30 September
2024.
Principal Activities
The Company has continued to focus on opportunities in the battery metals and
related technologies sectors and will focus on potential acquisition
opportunities where such opportunities can offer a clear value advantage to
the Company. The Company's efforts in identifying opportunities will not,
however, be limited to a particular industry or geographic location. The main
sources of value advantage are expected to be the relevant experience and
networks of the Directors and the ability to act quickly to complete a
transaction and to deploy capital. As such, the Directors believe that their
broad, collective experience, together with their extensive network of
contacts, will assist them in identifying, evaluating and funding suitable
acquisition opportunities.
Review of Business and Development in the Year
A review of the year's activities and future prospects is contained in the
Chairman's Statement.
Financial and Performance Review
The Company did not have any income producing assets during the year under
review.
The results for the Company are set out in detail in the financial statements.
The Company reports a loss of £339,187 for the year ended 30 September 2024
(2023: loss of £2,265,477).
Key Performance Indicators
The usual financial key performance indicators do not apply to a company with
no revenue. The Company's primary financial key performance indicator ('KPI')
at this stage of its development is the monitoring of its cash balances. The
Company's cash at 30 September 2024 was £327,961 (2023: £677,622). The
critical non-financial KPI during the year was the ability of the Company to
identify an acquisition, which it achieved and signed heads of terms to
acquire the share capital of SMT Holdings Limited as detailed in the
Chairman's Report on Page 3.
Risk & Uncertainties
The Board regularly reviews the risks to which the Company is exposed and
ensures through its meetings and regular reporting that these risks are
minimised as far as possible.
Principal risk and uncertainty facing the Company during the year under review
included but was not limited to the Company's ability to identify or secure
investment opportunities in the sectors or geographical locations in which the
Company has decided to focus. Refer to Going Concern section in Directors'
Report, Page 6.
Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
Strategic Report….continued
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the
long term;
· Act fairly between members of the Company;
· Maintain a reputation for high standards of business
conduct;
· Consider the interest 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 has sought to act in a way that upholds these principles. The
Directors believe that the application of s172 requirements can be
demonstrated in relation to some of the key decisions made and actions taken
during the year.
Category How the Directors have engaged Impact of action
Shareholders and investors The Directors have communicated regularly with its shareholders and investors The Company is listed on the Standard List and is trading on the Main Market
via public announcements and the publication of a prospectus. of the London Stock Exchange.
Environmental, social and governance ("ESG") The Directors acknowledge that our business activities could affect the No environmental or safety incidents were reported during the year.
society and environment around us, and that we have an opportunity and an
implicit duty to ensure this impact is positive.
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 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.
Use of financial instruments
The Company's financial risk management objectives are to minimise its
liabilities, to fund its activities through equity financing and to ensure the
Company has sufficient working capital to pursue its corporate strategic
objectives.
Graeme Muir
Chairman
31 January 2025
Directors' Report
The Directors present their Directors' Report together with the audited
financial statements of Miotal Plc (formerly Becket Invest Plc (the "Company"
or "Miotal"). A commentary on the business for the year is included in the
Chairman's Statement on page 3. A review of the business is also included in
the Strategic Report on page 4.
The shareholdings of the Directors who held office throughout both years and
at the date of publication are as follows:
Name Number of Ordinary Shares Percentage of share capital
Graeme Muir - -
Daniel Monks - -
James Crossley - -
Thomas Furlong - -
Martin Lampshire - -
John Taylor - -
Flare Capital Limited, a company under common directorships as Peterhouse
Capital Limited, hold 9,414,290 (11.48%), shares in the Company at both year
end, Martin Lampshire is an employee of Peterhouse Capital Limited, the
Company's broker.
Graeme Muir and James Crossley are directors of BPM Trading Limited, a
significant shareholder of the Company, holding 62,844,800 shares (76.64%) at
both year ends.
No directors held any shares in the Company as at the above date (or previous
year end).
Results and dividends
The results for the year ended 30 September 2024 are set out on page 23.
The Company reports a loss of £339,187 for the year ended 30 September 2024
(2023: £2,265,477).
There were no dividends paid in the previous or current financial year.
Going Concern
At 30 September 2024 the Company had cash resources of approximately £327,961
which, given the activities of the Company at the date of these financial
statements provided it with sufficient available resources to meet all of its
commitments for the next 12 months, as projected by the directors in their
cashflow forecast, and, accordingly these financial statements are prepared on
a going concern basis. However, if expenditure exceeds that projected in the
cash flow forecast, for the next 12 months from the date of these financial
statements, the Company will require additional funds to meet financial
liabilities as they arise.
Additionally, as detailed in the Company's Prospectus at the time of its
Admission to trade on the London Stock Exchange on 5 June 2023, if an
Acquisition has not been announced and completed within 24 months of
Admission, the Board will consult with the Shareholders as to the future
direction of the Company. The Directors may recommend to Shareholders that the
Company continue to pursue an Acquisition for a further 24 months, or that the
Company be wound up (in order to return capital to Shareholders).
The Company announced on 18 September 2024, that it had signed heads of terms
to acquire SMT Holding Limited. At the date of signing these financial
statements, due diligence is on-going in relation to this acquisition. In
addition, the Company intends to raise finance through the issue of Ordinary
Shares in the Company and recognises there is uncertainty surrounding
completing the acquisition as well as raising further funds for the Company.
Directors' Insurance and Indemnity Provision
The Company does not currently hold directors' and officers' liability
insurance. The Company will look to adhere to Section 234 of the Companies
Act 2006 by implementing qualifying third-party indemnity provisions for the
Directors in respect of liabilities incurred as a result of their office.
Whilst the Company is seeking an acquisition vehicle the Company has kept
suppliers and outgoings to a minimum to keep the momentum with the costs
directed to the main concern.
Employment Policy
It is the policy of the Company to operate a fair employment policy. No
employee or job applicant will be less favourably treated than another on the
grounds of their sex, sexual orientation, age, marital status, religion, race,
nationality, ethnic or national origin, colour or disability and all
appointments and promotions will be determined solely on merit. The
Directors will encourage employees to be aware of all issues affecting the
Company and place considerable emphasis on employees sharing in its success.
Changes in share capital
Details of movements in share capital during the year are set out in Note 9 to
these financial statements.
Pensions
The Company did not operate a pension scheme during the year and has not paid
any contributions to any scheme for Directors.
All eligible Directors have been invited to participate in the Company's
pension scheme with True Potential. At the time of publication all Directors
have opted out of the workplace pension.
Energy and Emissions Data
As the Company has not consumed more than 40,000kwh of energy in this
reporting year, it qualifies as a low energy user under these regulations and
is not required to report on its emission, energy consumption or energy
efficiency activities.
Directors' Report….continued
Directors' remuneration
Details of the remuneration of the Directors can be found in Note 5 to these
accounts.
Directors' interests in transactions
Other than disclosed in Notes 5 and 11 no Director had during, or at the end
of the year, a material interest in any contract which was significant in
relation to the Company's business.
Directors
The following Directors held office during the year and/or at the signing date
of this annual report:
Graeme Muir
Daniel Monks (Appointed 14 June 2024)
James Crossley (Appointed 1 December 2023, Resigned 30 June 2024)
Thomas Furlong (Resigned 1 December 2023)
Martin Lampshire (Resigned 6 October 2023)
Internal controls and corporate governance
The Board is responsible for identifying and evaluating the major business
risks faced by the Company and for determining and monitoring the appropriate
course of action to manage these risks.
Substantial shareholdings
As at 30 September 2024, the following shareholders hold more than 3% of the
issued share capital:
Name Number of Ordinary Shares Percentage of share capital
BPM Trading Limited 62,844,800 76.64%
Flare Capital Plc 9,414,290 11.48%
First Equity Ltd 2,925,000 3.57%
IG Markets Ltd 2,925,000 3.57%
Within the nominee shareholdings it is confirmed that no individual person or
organisation owns 3% or more.
Subsequent events
Details of subsequent events are disclosed in Note 13 of the financial
statements.
Directors' Report….continued
Annual general meeting
This report and the financial statements will be presented to shareholders for
their approval at the Company's Annual General Meeting ("AGM"). The Notice of
the AGM will be distributed to shareholders together with the Annual Report.
Audit committee
The Audit and Risk Committee comprising Daniel Monks as chair and Graeme Muir
will meet not less than twice a year. The Audit and Risk Committee will be
responsible for making recommendations to the Board on the appointment of
auditors and the audit fee and for ensuring that the financial performance of
the Company is properly monitored and reported. In addition, the Audit and
Risk Committee will receive and review reports from management and the
auditors relating to the interim report, the annual report and accounts and
the internal control systems of the Company.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Chairman's Statement,
Strategic Report, the Directors' Report, the Remuneration Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors are required to prepare financial
statements in accordance with UK adopted International Financial Reporting
Standards (IFRS), in conformity with the requirements of the Companies Act
The financial statements are required by law and IFRS to present fairly the
financial position and performance of the Company; the Companies Act 2006
provides in relation to such financial statements that references in the
relevant part of the Act to financial statements give a true and fair view and
references to their achieving a fair presentation.
Under Company Law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and the profit or loss of the Company for that year.
The Directors are also required to prepare the financial statements in
accordance with the Rules of the London Stock Exchange.
In preparing the Company's financial statements, the Directors are required
to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are
reasonable and prudent;
Directors' Report….continued
· state whether applicable accounting standards, UK adopted
IFRS, in conformity to the Companies Act, have been followed, subject to any
material departures disclosed and explained in the financial statements;
· prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Company will continue in
business; and
· prepare a Directors' Reports, Strategic Report and
Directors' Remuneration Report which comply with the requirements of the
Companies Act 2006.
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 and the Directors
remuneration report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Disclosure of information to the auditors
The Directors who held office at the date of the approval of these Financial
Statements as confirm that:
· so far as each Director is aware, there is no relevant
audit information of which the Company's auditor is unaware; and
· the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
The Directors are responsible for preparing the annual report in accordance
with applicable law and regulations. The Directors consider the annual report
and the financial statements, taken as a whole, provides the information
necessary to assess the Company's performance, business model and strategy and
is fair, balanced and understandable.
Website publication
Financial statements are published on the Company's website in accordance with
legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other
jurisdictions. The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on the Company's
website extending to the ongoing integrity of the financial statements
contained within.
Information to shareholders - Website
The Company has its own website (www.miotal.com) for the purposes of improving
information flow to shareholders as well as to potential investors.
Directors' Report….continued
Directors' Responsibilities Pursuant to DTR4
To the best of their knowledge, the Directors confirm:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position of the Company and its profit or loss
as at 30 September 2024; and
· the annual report, including the Strategic Report
includes a fair review of the development and performance of the business and
the position of the Company, together with a description of the principal
risks and uncertainties faced.
By order of the board
Graeme Muir
Chairman
31 January 2025
Remuneration Report and Plan
Dear Shareholder,
On behalf of the Board, I am pleased to present our Remuneration Report. It
has been prepared in accordance with the requirements of The Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the "Regulations") and, after this introductory letter, is
split into two areas: the Remuneration Policy and the Annual Report on
Remuneration.
Miotal was admitted to the Standard Listing and to trading on the Main Market
of the London Stock Exchange on 5 June 2023. Since the listing, Miotal has
been an investment company with the premise of acquiring an established
business in the technology sector.
The Company stated that the current Directors are presently being paid annual
amounts of:
· Graeme Muir - £100,000 per annum; and
· Daniel Monks - £100,000 per annum (post-RTO only)
The Company is currently too small to have a Remuneration Committee and the
establishment of such a committee (and the appointments to it) will be
revisited upon the completion of the Company's first acquisition, along with
incorporating its terms of reference.
The Directors, and their respective connected persons, do not hold any options
or warrants or other rights over any unissued Ordinary Shares of the Company.
Shareholders should note that the Company's Remuneration Policy contains
provisions that the Remuneration Committee, once established, will be granted
powers to set new remuneration arrangements from time to time. An annual
review will be undertaken to ensure remuneration is competitive and in line
with market practice and good governance. Any changes to the Remuneration
Policy will be put to shareholders at the next available Annual General
Meeting.
Graeme Muir
Chairman
31 January 2025
Remuneration Policy
The Company adopted a formal remuneration policy on admission, 5 June 2023.
As part of the current Remuneration Policy, the Remuneration Committee, once
established, will have extensive discretionary powers to set new remuneration
arrangements that are commensurate with the business, from time to time. The
Remuneration Committee will make changes to salary levels of the existing
Directors, set salaries and compensation and introduce benefits, pension,
annual bonus and long-term incentive arrangements which are competitive and in
line with market practice and governance guidelines and which would be
designed to align the interests of shareholder growth and director
compensation. The salaries and fees of all Directors were agreed following the
admission of the Company to the Standard List and to trading on the Main
Market of the London Stock Exchange on 5 June 2023.
Element Detail
Base salary · Graeme Muir - £180,000 per annum reduced to
£100,000 per annum effective 1 December 2023
· Daniel Monks - £100,000 per annum (post-RTO only)
Benefits No benefits are currently provided. A detailed review will be undertaken on
the 12-month anniversary of publication of these accounts.
Pension All eligible Directors have been invited to participate in the Company's
pension scheme with True Potential. At the time of publication, all eligible
Directors have opted out.
Annual Bonus No annual bonus scheme is intended to be implemented during 2024. A detailed
review will be undertaken on the 12-month anniversary of publication of these
accounts. The review will reflect the scale and complexity of the Company at
the time. Given the strategy of the Company, the Committee will continue to
monitor this throughout the year.
Option Plan Currently there is no option or other incentive plan in place.
Notice periods
The notice period for all Directors is three months and notice must be
provided in writing.
Other Employees
The Company currently has no other employees.
Other policy matters
Policy sections normally set out approaches in the areas of executive
recruitment, termination of employment, shareholder consultation,
consideration of employment conditions elsewhere in the Company and employee
consultation. Other than items explained above, the Company believes that
these issues are not applicable at present.
Remuneration Policy….continued
Report Approval
A resolution to approve this report will be proposed at the AGM of the
Company. The vote will have advisory status.
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the years ended 30
September 2024 and 30 September 2023:
2024 2023
£ £
Graeme Muir 113,333 10,000
Daniel Monks - -
James Crossley 17,500 -
Thomas Furlong 5,000 2,500
Martin Lampshire 9,692 15,000
John Taylor - 18,000
Closing balance 145,525 45,500
Long term incentive plan arrangements
There are no charges to comprehensive income in either year for any option or
warrant plan.
Other disclosures on remuneration during 2024
Other than the salaries and fees, detailed above in this Report, no other
remuneration was paid, payable or is at present expected to be paid or payable
for 2024 or 2023. As such, there are no further disclosures to be made in
respect of salary or fee changes for 2024, pension, benefits, annual bonus in
respect of 2023 or 2024, vesting, outstanding or forward long-term incentive
plan awards.
UK 10-year performance graph against CEO remuneration
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Company's Total Shareholder Return with that of a
comparable indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company only listed on 5 June 2023
and is not paying dividends. The Directors intend to include such a comparison
table from 2025, if appropriate.
Remuneration Policy….continued
Relative importance of spend on pay
The Directors have considered the requirement to present information on the
relative importance of spend on pay compared to other financial metrics. Given
that the Company had no trading business in 2024, did not generate revenues or
pay dividends, the Directors do not believe it is necessary to include such
information or that it would serve any meaningful purpose at the current time.
UK Remuneration percentage changes
Listed companies are required to make disclosures in respect of percentage
year-on-year changes in the lead executive's and employee remuneration, the
ratio of the lead executive's remuneration to that of different employee
groups. These disclosures are not applicable.
Compliance with the Corporate Governance Code
The Committee has considered and will continue to monitor the regulatory
environment and in particular the revised UK Corporate Governance Code. As the
Company develops and introduces a formal remuneration policy, the Committee
will reflect on these issues. The Committee is satisfied that in respect of
2024 the remuneration policy operated as intended in terms of Company
performance and quantum.
The Committee will ensure that policies and practices are consistent with the
six factors set out in Provision 40 of the Code including Clarity, Simplicity,
Risk, Predictability, Proportionality and Alignment of Culture. Given the
limited and simple nature of existing remuneration arrangements, the Committee
believes they are consistent with these principles.
UK Directors' shares (audited)
The interests of the Directors, who served during the current and prior year,
in the share capital of the Company as of 30 September 2024 and at the date of
this report has been set out in the Directors' Report on page 6.
Policy Approval
A resolution to approve this policy will be proposed at the AGM of the
Company.
Approved on behalf of the Board of Directors by:
Graeme Muir
Chairman
31 January 2025
Independent Auditors' Report
For the year ended 30 September 2024
Registered number 13628478
Opinion
We have audited the financial statements of Miotal Plc (formerly Becket Invest
Plc) (the 'company') for the period ended 30 September 2024 which comprise
Statement of Comprehensive Income, Statement of Financial Position, Statement
of Changes in Equity, Statement of Cash Flows( )and notes to the financial
statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company's affairs
as at 30 September 2024, and of its loss for the period then ended;
• have been properly prepared in accordance with UK adopted
international accounting standards; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor responsibilities for the audit
of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard, as applied to listed public interest entities, and we have fulfilled
our 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 financial statements, which indicates that
the Company is required to identify and complete a reverse takeover
transaction within 24 months from its Admission to trade on the Main Market of
the London Stock Exchange on 5 June 2023; based on the following information
contained in the Company's Prospectus:
'The Board will seek to identify target acquisitions that can, subject to due
diligence, complete a reverse takeover transaction within 24 months. If an
Acquisition has not been announced within 24 months of Admission, the Board
will consult with the Shareholders as to the future direction of the Company.
The Directors may recommend to Shareholders that the Company continue to
pursue an Acquisition for a further 24 months, or that the Company be wound up
(in order to return capital to Shareholders). The Board's recommendation will
then be put to a Shareholder vote (from which the Directors will abstain). In
the event that the Company is wound up, any capital available for distribution
will be returned to Shareholders.'
As stated in Note 2, these events or conditions, along with the other matters
as set forth in Note 2, indicate that a material uncertainty exists that may
cast significant doubt on the company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included review and
scrutiny of the cash flow forecast prepared by the directors for the
twelve-month period from the date of signing the financial statements and also
discussions with the directors relating to planned expenditure over the next
year. The cash flow forecast prepared by the directors appears reasonable
however it highlights that spending is required to be in line with projections
or otherwise, without additional funds from the issuance of the company's
ordinary shares, the company will be unable to meet its financial obligations
as they arise over the coming 12 months.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
Company's financial statements as a whole to be £3,500 (2023: £7,160) based
on total assets (1.0%) in both years.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set at £2,100 (2023: £4,296) based on 60% of the
audit materiality as adjusted for the judgements made as to the entity risk
and our evaluation of the specific risk of each audit area having regard to
the internal control environment.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the directors to report to it all identified errors in excess
of £175 (2023: £358). Errors below that threshold would also be reported
to it if, in our opinion as auditor, disclosure was required on qualitative
grounds.
Independent Auditors' Report….continued
Overview of the scope of our audit
In designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. In particular, we
looked at the capturing of administrative costs, for example ensuring all set
up costs and listing costs were captured. 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.
Key Audit Matters
In addition to the matter described in the Material Uncertainty related to
Going Concern section, we have determined the matters described below to be
the key audit matters to be communicated in our report. Key audit matters
are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period
and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those
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.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit addressed the key audit matter
Directors' use of Going Concern assumption We reviewed and scrutinised the cash flow forecast prepared by directors for
the twelve-month period from the date of signing the financial statements as
The directors have used the going concern basis of accounting in preparation well as holding discussions with the directors relating to planned expenditure
of these financial statements. The directors therefore consider that the over the next year. We reviewed the Company's Prospectus from the time of
company has adequate resources to continue its operational existence for the Admission to the London Stock Exchange and have brought to the attention of
foreseeable future. There is a risk this assumption may not be appropriate. the reader, the risk relating to the acquisition not being completed with
24-months of Admission (see Material Uncertainty related to Going Concern
paragraph above). In addition, review of the cashflow forecast highlighted
that spending is required to be closely in line with that projected, otherwise
without additional funding, the company will be unable to meet its financial
obligations as they arise over the next 12 months.
Key audit matter How the scope of our audit addressed the key audit matter
Related Party Transaction Disclosures We obtained a list of the Company's current related parties and associated
transactions, obtained and reviewed board of directors' meeting minutes with
The directors have disclosed all transactions which they believe to be with specific focus on board discussions relating to business transactions.
Related Parties within Note 11 in the financial statements. There is a risk Directors completed and signed Related Party transaction forms confirming any
that there are errors or omissions within this disclosure. known transactions to be disclosed. Financial documents, for example: bank
statements and invoices were reviewed throughout the audit fieldwork to
identify any omissions or errors in the related party transaction
disclosure.
Independent Auditors' Report….continued
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The other information comprises the information included in the annual report
and financial statements, other than the financial statements and our
auditor's report thereon. The directors are responsible for the other
information contained within the annual report and financial statements. Our
opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our
knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors'
Report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
• the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Independent Auditors' Report….continued
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 and 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 and the part of the directors'
remuneration report to be audited 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 directors' responsibilities statement set out
on page 9, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor 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.
Independent Auditors' Report….continued
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 was the UK Companies Act 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 and basis of
journals and sample testing all expenditure in the period.
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 is available on the Financial
Reporting Council's website
at:https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for
(https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the board of directors on 31 December 2024 to audit the
financial statements for the period ending 30 September 2024. Our total
uninterrupted period of engagement is two years, covering the period ending 30
September 2023 to 30 September 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit. Our audit opinion is consistent with the
additional report to the audit committee.
Independent Auditors' Report….continued
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Rakesh Chauhan FCCA (Senior Statutory Auditor)
For and on behalf of:
Pointon Young Chartered Accountants, Statutory Auditor
33 Ludgate Hill
Birmingham
B3
1EH
31 January 2025
Statement of Comprehensive Income
30 Sep 2024 30 Sep 2023
£ £
Note
Continuing operations
Administrative expenses 4 (339,187) (171,906)
Warrant expense 6 - (2,093,571)
Loss before taxation (339,187) (2,265,477)
Taxation 3 - -
Loss for the year from continuing operations (339,187) (2,265,477)
Other comprehensive income - -
Total comprehensive loss for the year (339,187 ) (2,265,477)
Earnings per share
Basic earnings per share (pence) 12 (0.4p) (8.5p)
Diluted earnings per share (pence) 12 (0.1p) (1.2p)
The notes to these financial statements on pages 27 to 38 form an integral
part of these financial statements.
Statement of Financial Position
Company number: 13628478
30 Sep 2024 30 Sep 2023
£ £
ASSETS Note
Current assets
Trade and other receivables 7 35,743 38,390
Cash and cash equivalents 327,961 677,622
Total Current Assets 363,704 716,012
363,704 716,012
Total Assets
LIABILITIES
Current liabilities
Trade and other payables 8 54,796 67,917
Total Liabilities 54,796 67,917
Net Assets 308,908 648,095
EQUITY
Share capital 9 820,001 820,001
Warrant Reserves 2,093,571 2,093,571
Retained earnings (2,604,664) (2,265,477)
Total Equity 308,908 648,095
The notes to these financial statements on pages 27 to 38 form an integral
part of these financial statements.
These financial statements were approved and authorised for issue by the Board
of Directors on 31 January 2024 and signed on its behalf by:
Graeme Muir
Chairman
Statement of Changes in Equity
COMPANY Share Share Warrant Reserves Retained Total
Capital premium earnings shareholders'
equity
£ £ £ £ £
Balance at 1 - - - 1
1 October 2022
Total comprehensive deficit - - - (2,265,477) (2,265,477)
Net equity issued 820,000 - - - 820,000
Share warrant expense - 2,093,571 - 2,093,571
Balance at 820,001 - 2,093,571 (2,265,477) 648,095
30 September 2023
Total comprehensive deficit - - - (339,187) (339,187)
Net equity issued - - - - -
Share warrant expense - - - - -
Balance at 820,001 - 2,093,571 (2,604,664) 308,908
30 September 2024
The notes to these financial statements on pages 27 to 38 form an integral
part of these financial statements.
Statement of Cash Flows
*Restated
Note 30 Sep 2024 30 Sep 2023
£ £
Cash flows from operating activities
Loss for the year (339,187) (2,265,477)
Share warrant expense - 2,093,571
Decrease / (Increase) in receivables 2,647 (38,389)
(Decrease) / Increase in payables (13,121) 67,917
Net cash used in operating activities (349,661) (142,378)
Investing activities
Purchase of investment - -
Net cash used in investing activities - -
Financing activities
Issue of shares for cash, net of costs - 820,000
Net cash from financing activities - 820,000
(Decrease) / Increase in cash and cash equivalents (349,661) 677,622
Cash and cash equivalents at beginning of the year 677,622 -
Cash and cash equivalents at the end of the year 327,961 677,622
The notes to these financial statements on pages 27 to 38 form an integral
part of these financial statements.
*Restated to reclassify share warrant expense from financing activities to
operating activities, where it was incorrectly shown in the financial
statements for the year ending 30 September 2024.
Notes to the Financial Statements
1. General information
Miotal Plc (formerly Becket Invest Plc) ('the Company' or 'Miotal) is
domiciled in England having been incorporated on 17 September 2021 under the
Companies Act with registered number 13628478 as a public company limited by
shares. The Company's shares were admitted to a Standard Listing and to
trading on the Main Market of the London Stock Exchange on 5 June 2023.
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been applied to
all years presented, unless otherwise stated below. In the opinion of the
Directors the financial statements present fairly the financial position, and
results from operations and cash flows for the year in conformity with the
generally accepted accounting principles consistently applied.
2. Accounting policies
The financial statements have been prepared in accordance with UK
International Financial Reporting Standards (IFRS).
Basis of preparation and going concern
The financial statements are prepared on the going concern basis, under the
historical cost convention as modified for fair value accounting, if
applicable. The financial statements are presented in Pounds Sterling and have
been rounded to the nearest pound (£).
Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position
at cost and comprise cash in hand, cash at bank, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less. Bank overdrafts are included within borrowings in
current liabilities on the statement of financial position. For the purposes
of the statement of cash flows, cash and cash equivalents also includes any
bank overdrafts.
Income taxation
Income taxes include all taxes based upon the taxable profit of the company.
Other taxes not based on income such as property and capital taxes, are
included within operating expenses or financial expenses according to their
nature.
Deferred taxation
Deferred income taxes are provided in full, using the liability method, for
all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred
income taxes are determined using tax rates that have been enacted or
substantially enacted and are expected to apply when the related deferred
income tax asset is realised, or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or amortisation
charged on assets and tax losses carried forward. Deferred tax assets relating
to the carry forward of unused tax losses are recognised to the extent that it
is probable that future taxable profit will be available against which the
unused tax losses can be utilised.
Notes to the Financial Statements…continued
Foreign currencies
(i) Functional and presentational currency
The Directors consider GBP Pound Sterling to be the Company's functional
currency, therefore the financial statements are presented in GBP Pound
Sterling.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the statement
of comprehensive income.
Monetary assets and liabilities denominated in foreign currencies are
translated at the rates ruling at the statement of financial position date.
All differences are taken to the statement of comprehensive income.
Financial instruments
Financial assets
Basic financial assets, including trade and other receivables and cash and
bank balances, are initially recognised at transaction price, unless the
arrangement constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at a market
rate of interest. The Company currently has no financial assets that are
considered to be of a financing transaction nature.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party or
(c) despite having retained some significant risks and rewards of ownership,
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
Financial liabilities
Basic financial liabilities, including trade and other payables, are initially
recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present
value of the future receipts discounted at a market rate of interest. Debt
instruments are subsequently carried at amortised cost, using the effective
interest rate method. Trade payables are obligations to pay for goods or
services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment
is due within one year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at transaction price and
subsequently measured at amortised cost using the effective interest method.
Notes to the Financial Statements…continued
Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the increase of new shares or options are shown in equity as a
deduction from the proceeds.
Going concern
At 30 September 2024 the Company had cash resources of approximately £327,961
which, given the activities of the Company at the date of these financial
statements provided it with sufficient available resources to meet all of its
commitments for the next 12 months, as projected by the directors in their
cashflow forecast, and, accordingly these financial statements are prepared on
a going concern basis. However, if expenditure exceeds that projected in the
cash flow forecast, for the next 12 months from the date of these financial
statements, the Company will require additional funds to meet financial
liabilities as they arise.
Additionally, as detailed in the Company's Prospectus at the time of its
Admission to trade on the London Stock Exchange on 5 June 2023, if an
Acquisition has not been announced and completed within 24 months of
Admission, the Board will consult with the Shareholders as to the future
direction of the Company. The Directors may recommend to Shareholders that the
Company continue to pursue an Acquisition for a further 24 months, or that the
Company be wound up (in order to return capital to Shareholders).
The Company announced on 18 September 2024, that it had signed heads of terms
to acquire SMT Holding Limited. At the date of signing these financial
statements, due diligence is on-going in relation to this acquisition. In
addition, the Company intends to raise finance through the issue of Ordinary
Shares in the Company and recognises there is uncertainty surrounding
completing the acquisition as well as raising further funds for the Company.
Judgements and key sources of estimation uncertainty
Classification of Share warrant instruments
The classification of the broker and investor warrant instruments issued by
the Company at the time of admission to the London Stock Exchange was assessed
in accordance with IFRS 2, IFRS 9 and IAS 31. These warrants were assessed
as meeting the criteria to be classed as equity instruments and are therefore
accounted for as such in the financial statements being an expense through the
Statement of Comprehensive Income and an equity reserve in the Statement of
Financial Position.
The Company estimates the fair value of the equity instruments at the grant
date using the Black Scholes Model in which the terms and conditions upon
which those equity instruments were granted are considered.
Notes to the Financial Statements…continued
Adoption of new and revised standards and changes in accounting policies
The following new and amended Standards and Interpretations have been issued
and are effective for the current financial year of the Company.
Standard or Interpretation Effective for annual periods commencing on or after
Insurance Contracts 1 January 2023
Requires insurance liabilities to be measured at a current fulfilment value.
Supersedes IFRS 4.
Amendments to IFRS 17
Standard or Interpretation Effective for annual periods commencing on or after
Classification of Liabilities as Current or Non-Current 1 January 2024
This amendment defers the effective date of January 2020
Amendments to IAS 1
In the current year, the Company has applied a number of amendments to
Standards and Interpretations issued by the IASB that are effective for an
annual period that begins on or after 1 October 2023. These have not had any
material impact on the amounts reported for the period under review or prior
years.
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not early adopted the following amendments to Standards and Interpretations
that have been issued but are not yet effective:
Standard or Interpretation Effective for annual periods commencing on or after
Sustainability 1 January 2024
Sets out overall requirements for sustainability-related financial disclosures
Amendments to IFRS 1
Notes to the Financial Statements…continued
Standard or Interpretation Effective for annual periods commencing on or after
Climate-related Disclosures 1 January 2024
Require for identifying, measuring and disclosing information about
climate-related risks and opportunities that is useful to primary uses of
general purpose financial reports
Amendment to IFRS 2
Standard or Interpretation Effective for annual periods commencing on or after
Presentation and Disclosures in Financial Statements 1 January 2027
Requirements for all entities applying IFRS for the presentation and
disclosure of information
Amendments to IFRS 18
Adoption of new and revised standards and changes in accounting policies
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement in confirmed. The Directors do not
expect any material impact as a result of adopting the standards and
amendments listed above in the financial year, they become effective.
From 1 October 2023 the Company has applied UK-adopted IAS. At the date of
application, both UK-adopted IAS and EU-adopted IFRS are the same.
Notes to the Financial Statements…continued
3. Taxation
2024 2023
£ £
UK income tax - -
Deferred tax - -
Total tax charge - -
The tax charge can be reconciled to the profit for the year as follows: (339,187) (2,265,477)
Loss for the year
Tax at the standard rate of UK income tax of 25% (2023: 22%) (84,797) (498,405)
Tax reconciliation: (8,838) (15,157)
Effects of change in rate
Effects of disallowed expenses 49,438 21,330
Effects of unused losses carried forward 44,197 492,232
Total tax charge - -
As at 30 September 2024 the Company had unused tax losses of £2,533,895
(2023: £2,244,147) available for offset against future profits. The deferred
tax asset relating to these losses is not provided for due to the uncertainty
over the timing of any future profits. On 10 June 2021, the UK Government's
proposal to increase the rate of UK corporation tax from 19% to 25% with
effect from 1 April 2023 was enacted into UK law.
The tax rate used for the 2024 reconciliation was 25% (2023: 22%). Confirmed
in the Autumn Statement in November 2023, Spring and Autumn Budgets 2024, the
income tax rate is to remain at 25%.
4. Loss before taxation
2024 2023
£ £
The Company's loss from continuing operations is stated after
charging/(crediting):
Auditor remuneration - audit of these financial statements* 19,200 18,900
Accounting 8,400 15,000
Directors' remuneration 145,526 45,500
General expenses 55,605 40,656
Legal fees 49,248 8,423
Professional fees including co-sec & bookkeeping 18,673 10,320
Stock Exchange & FCA fees including share registrar fees 42,535 33,107
Loss before taxation 339,187 171,906
* Includes Value Added Tax in both years.
Notes to the Financial Statements…continued
5. Staff Costs (including Directors)
Key management of the Company are considered to be the Directors of the
Company, and their paid remuneration was as follows:
2024 2023
£ £
Graeme Muir (Appointed 5 July 2023) 113,333 10,000
James Crossley (Appointed 1 December 2023, Resigned 30 June 2024) 17,500 -
Thomas Furlong (Resigned 1 December 2023) 5,000 2,500
Martin Lampshire (Resigned 6 October 2023) 9,692 15,000
John Taylor (Resigned 31 July 2023) - 18,000
Daniel Monks (Appointed 14 June 2024) - -
Closing balance 145,525 45,500
The key management personnel are considered to be the Directors.
The average monthly number of employees, including the directors, during the
year was as follows:
2024 2023
Directors 2 2
The Company had no other employees.
6. Share Warrant Reserve
The Company issued warrants to investors and their broker on admission to the
Main Market of the London Stock Exchange on 5 June 2023. Each warrant gives
the warrant holder the right to subscribe to one ordinary share at a price of
£0.15 per share and will expire on 4 June 2028. Details of the number of
warrants and the weighted average exercise price (WAEP) outstanding during the
year are set out below.
During the year, the Company recognised a total warrant expense of £Nil
(2023: £2,093,571). The fair value of warrants granted is calculated using a
Black-Scholes pricing model. The model is internationally recognised as being
appropriate to value warrants. The total number of warrants outstanding at 30
September 2024 were 168,100,000 (2023: 168,100,000).
Notes to the Financial Statements…continued
The fair value is estimated as at the issue date using a Black-Scholes model,
considering the terms and conditions upon which the options were granted.
The following table lists the inputs to the model.
Grant date 5 June 2023
Exercise price (pence) 0.015p
Number of warrants 168,100,000
Volatility 59.9%
Risk free interest (%) 4.573%
Dividend yield 0.0%
Time to expiration at date of grant (i.e. life of warrants) in years 5
7. Trade and other receivables
2024 2023
£ £
Prepayments 25,929 13,721
Sundry debtors 9,814 24,669
Closing balance 35,743 38,390
The Directors consider that the carrying amount of other receivables is
approximately equal to their fair value.
8. Trade and other payables
2024 2023
£ £
Trade payables 10,286 19,854
Accruals 44,510 48,063
Closing balance 54,796 67,917
The Directors consider that the carrying amount of trade payables approximates
to their fair value.
Notes to the Financial Statements…continued
9. Share capital
2024 2023
£ £
Allotted, called up and fully paid share capital 820,001 820,001
Movements in Equity
Number
of shares in issue
Opening balance of Ordinary Shares in issue of £0.01 each 82,000,100
Shares issued in year -
Closing balance of Ordinary Shares in issue of £0.01 each 82,000.100
The Company has one class of ordinary shares which carry no right to fixed
income.
Share Capital 2024 2023
£ £
Cost at start of year 820,001 1
Shares issued in year - 820,000
Cost at end of year 820,001 820,001
Ordinary shares
All shares rank equally with regard to the Company's residual assets. The
holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the
company.
Share Warrant Reserve
This represents the amounts charged on share warrants that have been granted
to investors and brokers. See Note 6 for further details.
Notes to the Financial Statements…continued
10. Financial instruments
Interest rate risk
The Company's exposure to interest rate risk, which is the risk that a
financial instrument's value will fluctuate as a result of changes in market
interest rates on classes of financial assets and financial liabilities, was
as follows:
Floating interest rate Floating interest rate
2024 2023
£ £
Financial assets 35,743 38,390
Financial liabilities (54,796) (67,917)
Cash 327,961 677,622
308,908 648,095
The net fair value of financial assets and financial liabilities approximates
to their carrying amount as disclosed in the statement of financial position
and in the related notes.
Financial risk management
The Directors recognise that this is an area in which they may need to develop
specific policies should the Company become exposed to further financial risks
as the business develops.
Capital risk management
The Company considers capital to be its equity reserves. At the current stage
of the Company's life cycle, the Company's objective in managing its capital
is to ensure funds raised meet the Company's working capital commitments.
Credit risk management
With respect to credit risk arising from financial assets of the Company,
which comprise cash and cash equivalents held in financial institutions, the
Company are deemed to be at low credit risk.
Liquidity risk
The Company manages liquidity risk by maintaining adequate banking facilities
and no current borrowing facilities. The Company continuously monitor
forecasts and actual cash flows, matching the maturity profiles of financial
assets and liabilities and future capital and operating comments. The
Directors consider the Company to have adequate current assets and forecast
cash from operations to manage liquidity risks arising from current and
non-current liabilities.
Notes to the Financial Statements…continued
11. Related party transactions
There were no related party transactions during the year under review apart
from the following:
Martin Lampshire, received directors emoluments of £9,692 (2023: £15,000)
during the financial year, is a consultant of Peterhouse Capital Limited.
Peterhouse Capital Limited is the Company's broker and was issued 4,100,000
share warrants for an exercise price of £0.015 from the Company as part of
the listing on the London Stock Exchange, see details in Note 6. Flare Capital
Limited, a company under common directorship as Peterhouse Capital Limited,
purchased 9,414,290 (11.48%) shares in the Company during the previous
financial year and held them at both year ends. Martin resigned as director
on 6 October 2023.
Graeme Muir and James Crossley are directors of BPM Trading Limited, who is a
significant shareholder of the Company holding 62,844,800 shares (76.64%).
Graeme Muir and James Crossley received directors' emoluments of £113,333
(2023: £10,000) and £17,500 (2023: £Nil) respectively during the financial
year. James was appointed director on 1 December 2023 and resigned 30 June
2024.
On 18 September 2024, the Company announced that it had signed heads of terms
to acquire the entire issued share capital of SMT Holdings Limited, a company
incorporated in Abu Dhabi Global Market, Abu Dhabi, UAE which owns various
strategic metals and rare earth minerals, which are essential in various
industry sectors such as technology, aerospace and defence. As a result, the
company applied for their ordinary shares to be suspended until completion of
the transaction or an announcement that it would no longer occur. A director
and shareholder of SMT Holdings Limited is a director and shareholder of the
Company's main shareholder BPM Trading Limited.
12. Earnings per share
Earnings per share is calculated by dividing the loss for the year
attributable to ordinary equity shareholders of the parent by the number of
ordinary shares outstanding during the year.
During the year the calculation was based on the loss before tax for the year
giving an earnings per share of £0.004 (2023: £0.085) divided by the
weighted number of ordinary shares and diluted earnings per share of £0.001
(2023: £0.012).
13. Events after the year end date
Effective from 5 December 2024, the company changed its name to Miotal Plc.
14. Contingent liability
The Company intends to pay its corporate broker, Peterhouse Capital Limited, a
success fee as part of its remuneration for its role in the Company listing on
the standard listing segment of the
Notes to the Financial Statements…continued
official list and admission to trading on the main market of the London Stock
Exchange. The success fee is subject to the Company completing a Reverse
Takeover following admission. The
aggregate amount of the success fee will be the lower of (a) £100,000 or (b)
1% of the aggregate consideration payable in connection with the Acquisition
and the gross proceeds of any fundraising associated with such Acquisition.
As the success fee is contingent upon a Reverse Takeover taking place, the
arrangement is deemed to be a contingent liability and disclosed as such.
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