CRAVEN HOUSE CAPITAL PLC
CHAIRMAN'S STATEMENT
FOR
THE YEAR ENDED 31 MAY 2024
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Dear Shareholder
I am pleased to provide an introduction to the annual report and
financial statements for Craven House Capital Plc for the year
ending 31 May 2024.
Updated valuations of Craven's
portfolio companies are provided below. Positive progress was
demonstrated during the year as the private companies in which
Craven is a shareholder began to successfully execute their
strategies of undertaking reverse take overs of publicly listed
companies. Further information is provided in the Investment
Manager's report below.
Mark
Pajak
Acting Chairman
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CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT
FOR
THE YEAR ENDED 31 MAY 2024
Statement by the Investment Manager
The Company's investment portfolio
comprises minority shareholdings in a number of Swedish-managed
businesses operating in the eCommerce and pharmaceutical
sector.
These portfolio companies are
actively seeking transactions, including prospective reverse take
overs, with public companies listed on Scandinavian stock exchanges
and the LSE. The portfolio companies execute these transactions
through a combination of vending their assets (such as
pharmaceutical licences) into the public companies and undertaking
fundraisings on behalf of the public companies in exchange for a
substantial shareholding.
During and shortly after the period
end, the portfolio companies successfully finalised two of these
transactions;
BioVitos Medical Ltd (in which
Craven is a 24.5% shareholder) completed an RTO with Hemcheck
Sweden AB (a Swedish medical technology company, listed on the
Stockholm Stock Exchange) following which Hemcheck has changed its
name to BioVitos Pharma AB. On 5 June 2024 the Company announced
the allocation of a pro-rata distribution of c.63,615,230 shares by
investee company BioVitos Medical Limited in BioVitos Pharma AB.
These shares amounted to a market value, at the time, of c.12
million Swedish Kroner / c.$1.136 US Dollars. 22,496,354 shares
were sold to cover costs relating to the transaction. Following
settlement of the transaction the Company has received 41,118,876
shares in BioVitos Pharma AB, representing 15.4% of BioVitos Pharma
AB's issued share capital. Craven House remains a 24.5% shareholder
in BioVitos Medical Limited and now owns 15.4% of BioVitos Pharma
AB, a Sweden based medical technology company, listed on
the Stockholm stock exchange.
RoseMonkey Ltd (in which Craven
is a 24.4% shareholder) On 10 September 2024, the Company announced
that RoseMonkey Limited (a new investee company in which on
2nd August 2024 the Company acquired a 24.4%
shareholding) sold certain IP rights and participated in a
financing transaction with Quiapeg Pharma AB ("QuiaPeg").Following
completion of the transactions, RoseMonkey was awarded
1,416,007,811 shares in QuiaPeg. RoseMonkey distributed a
proportionate amount of those shares to Craven House. Craven House
has therefore received 345,505,096 shares representing 23.2% of
QuiaPeg and a market value of approximately $758,792 as
at 9 September 2024. QuiaPEG's shares are admitted to trading on
Nasdaq First North Growth Market.
The Company's investments are held at fair value in accordance with
the IPEVC guidelines. Holdings in the public companies highlighted
above are held at market value. The valuation of Craven's holdings
in private portfolio companies have been held at zero as of the end
May 2024. Whilst each portfolio company retains potentially
valuable assets and are seeking potential public company
transactions, they remain at 'pre-revenue' stage of business
development.
Craven's balance sheet therefore
reflects just one investment as of May 2024; its shareholding in
BioVitos Pharma AB, valued at its mark-to-market valuation of
$515,000. Post year-end, the holding in Quiapeg Pharma will also be
reflected.
The Company's holdings in private
companies are as follows;
Garimon Limited (29.9%
shareholding). Garimon's assets comprise ownership of the domain
www.magazinos.com, a platform for digital magazine distribution,
with over 10,000 magazines freely available for readers.
Stormfjord Limited (25.5%
shareholding). Stormfjord's assets comprise ownership of the domain
www.onebas.com, a digital music streaming service.
Rosedog Limited (28.6%
shareholder). Rosedog is the owner of TV Zinos (www.tvzinos.com), a
website which offers a number of free-to-view television
channels.
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT - continued
FOR
THE YEAR ENDED 31 MAY 2024
Honeydog Ltd (29.9%
shareholder). Honeydog the 25% owner of the entity which owns the
licence to manufacture and distribute the chemotherapy drug, SI-053
/ 'Temodex' which is used in the treatment of brain
tumour.
BioVitos Medical Limited (24.5%
shareholding). Following the transaction with Hemcheck Sweden AB
outlined above, Craven retains at 24.5% shareholding in BioVitos
Medical Ltd.
RoseMonkey Ltd (24.4%
shareholding). Following the transaction with Quiapeg Pharma
AB
outlined above, Craven retains at
24.5% shareholding in RoseMonkey Ltd.
Further information on the
Company's investments is provided in notes 7 and 13
below
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
CRAVEN HOUSE CAPITAL PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
The directors present the Strategic
Report of Craven House Capital plc for the year ended 31 May
2024.
Principal activity
The Investing Policy is primarily
to invest in or acquire a portfolio of companies, partnerships,
joint ventures, businesses or other assets participating in the
e-Commerce sector. The investments or acquisitions may be funded
wholly by cash, the issue of new shares or debt, or a mix thereof,
as the Board deems appropriate. The Company's equity interest in a
proposed investment may range from a minority position to 100%
ownership; the proposed investments may be either quoted or
unquoted, although will likely be unquoted in the majority of
cases. The Company will specifically target investments which the
Board believes offer high growth opportunities or steady cash flows
and where the exit will be a liquidity event, such as a trade sale
or IPO.
Review of the Business in the year
A review of the Company's
performance and business activities is included in the Investment
Manager's Report above. The Company's portfolio comprises minority
stakes in private e-commerce businesses and minority positions in
public companies listed on Scandinavian Stock Exchanges. The status
of the underlying investments is disclosed in further detail in
notes 7 and 13 below. The only material movements in the Company's
balance sheet during the year were adjustments to the valuation of
the investment portfolio and an increase in amounts owing to Craven
Industrial Holdings Plc in order to satisfy working capital
requirements.
Position of the Company's business at the end of the
year
Sufficient cash remains available
to the Company from liquid investments to ensure it is able to meet
its liabilities as they fall due. Other than directors, the Company
has no employees and the majority of overhead expenditure continues
to comprise regulatory, accounting and audit costs.
Principal risks and uncertainties facing the
business
The principal risks to the business
include the ability of the Company to successfully execute its
Investing Policy and the early / pre-revenue stage of the
development of the current portfolio of investments. Description of
these risks are further detailed in note 13 below.
Corporate governance
The directors place a high degree
of importance on ensuring that high standards of Corporate
Governance are maintained and have therefore chosen to apply the
framework as provided by the Quoted Companies Alliance Corporate
Governance Code for small and medium size companies (2018) (the
'QCA Code').
Section 172(1)
statement
The directors have acted in a
way that they have considered, in good faith, to be most likely to
promote the
success of Craven House
Capital Plc for the benefit of its members, and in doing so had
regard, amongst
matters to:
•
the likely consequences of any decision in the
long-term;
•
the Company has no employees;
•
the need to foster the Company's business relationships with
suppliers, customers and others;
•
the impact of the Company's operations on the community and the
environment;
•
the desirability of the Company's maintaining a reputation for high
standards of business conduct;
•
and to act fairly between members of the Company
The directors also took into
account the views and interests of a wider set of stakeholders, the
Government and non-government organisations.
CRAVEN HOUSE CAPITAL PLC
STRATEGIC REPORT - continued
FOR THE YEAR ENDED 31 MAY 2024
Section 172(1) statement - continued
Considering the broad range of
interests in the Company is an important part of the way the Board
makes decisions; however, in balancing those different
perspectives, it won't always be possible to deliver everyone's
desired outcome.
How does the Board engage with
stakeholders?
The Board engages with its
stakeholders in a number of pre-planned ways, these include; review
meetings with our brokers and advisors, shareholders have the
ability to email the Company directly and the Board will reply to
questions within the regulatory limits, the Company issues both RNS
Reach and RNS communications on a regular basis and the Company's
web site is continuously updated to inform our stakeholders. The
Company's annual report is also an opportunity to update our
stakeholders.
The Board has also adopted a code
of conduct and follows specific guidance on all governance
requirements which are regularly reviewed with its advisors to
ensure full compliance.
The Board considers and discusses
information from across the organisation to help it understand the
impact of its operations, and the interests and views of our key
stakeholders.
As a result of these activities,
the Board has an overview of engagement with stakeholders, and
other relevant factors, which enables the directors to comply with
their legal duty under section 172 of the Companies Act
2006.
Due to the nature of the Company,
no decisions were made by the directors during the reporting period
which required them to have regard to the matters set out in
section 172 of the Companies Act 2006.
CO2
Emissions
The Company is conscious of
greenhouse gas emissions. The directors are mindful of their
responsibilities in this regard and strive to seek opportunities
where improvements may be made. The Company is exempt from the
Streamlined Energy and Carbon Reporting (SECR) requirements since
its energy consumption is less than 40,000 kWh per
annum.
Mr
M J Pajak - Director of behalf of the
Board
14th November 2024
CRAVEN HOUSE CAPITAL PLC
REPORT OF THE DIRECTORS
FOR
THE YEAR ENDED 31 MAY 2024
The directors present their annual
report with the audited financial statements of the Company for the
year ended 31 May 2024.
DIVIDENDS
No dividends have been declared for
the year ended 31 May 2024.
EVENTS SINCE THE END OF THE YEAR
Information relating to events
since the end of the year is given in the note 16 to the financial
statements.
DIRECTORS
The directors who held office
during the year were:
Mr M J Pajak;
Mr B S Bindra; and
Mr C P Morrison.
Directors' remuneration and details
of service contracts are given in note 3 to the financial
statements.
POLITICAL AND CHARITABLE CONTRIBUTIONS
No charitable or political
donations were made during the year.
FINANCIAL RISK MANAGEMENT POLICIES
Information on the use of financial
instruments by the Company and its management of financial risk is
disclosed in note 13 to the financial statements.
FUTURE DEVELOPMENTS
In the coming year the Company will
continue to execute its investment strategy. Details of post year
end transactions are disclosed in note 16.
SIGNIFICANT SHAREHOLDERS
Shareholders with holdings of more
than 3% of the Company as of the date of this report are as
follows;
Interactive Brokers LLC -
18.2%
Evangelos Kalimtzis -
16.9%
WB Nominees Ltd - 22.8%
HSBC Global Custody Nominee (UK)
Ltd - 3.3%
The Bank Of New York (Nominees)
Limited - 7.1%
DIRECTOR SHAREHOLDINGS
Shareholdings in the Company by
directors as of the date of this report are as follows;
Mr M J Pajak indirect holdings (via
Desmond Holdings Ltd) - 272,705 ordinary shares of $1.00
Mr B S Bindra - 14,440 ordinary shares of $1.00
Mr C P Morrison - 7,356 ordinary shares of $1.00
CRAVEN HOUSE CAPITAL PLC
REPORT OF THE DIRECTORS - continued
FOR
THE YEAR ENDED 31 MAY 2024
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for
preparing the Annual 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 have elected to prepare the financial statements
in accordance with International Financial Reporting Standards, UK
adopted international standards and applicable law. Under company
law the directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Company, and of the profit or loss for that
period. In preparing these financial statements, the directors are
required to:
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select suitable accounting policies
and then apply them consistently;
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make judgements and accounting
estimates that are reasonable and prudent;
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state whether applicable accounting
standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
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prepare the financial statements on
the going concern basis unless it is inappropriate to presume that
the Company will continue in business.
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The directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006. They are 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.
The directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the United Kingdom governing the preparation
and dissemination of the accounts and the other information
included in annual reports may differ from legislation in other
jurisdictions.
The Company is compliant with AIM
Rule 26 regarding the Company's website.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO
AUDITORS
So far as the directors are aware,
there is no relevant audit information (as defined by Section 418
of the Companies Act 2006) of which the Company's auditors are
unaware, and each director has taken all the steps that he or she
ought to have taken as a director in order to make himself or
herself aware of any relevant audit information and to establish
that the Company's auditors are aware of that
information.
AUDITOR
A resolution for the re-appointment
of Edwards Veeder (UK) Limited, Chartered Accountants &
Business Advisors will be proposed in accordance with Section 489
of the Companies Act 2006 at the forthcoming Annual General
Meeting.
Mr
M J Pajak - Director of behalf of the
Board
Date: 14th November 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC
Opinion
We have audited the financial
statements of Craven House Capital
Plc (the 'company') for the year ended
31 May 2024 which
comprise Statement of Profit or Loss and Other Comprehensive
Income, the Statement of Financial Position, the Statement of
Changes in Equity, the Statement of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law UK
adopted international accounting standards.
In our opinion, the financial
statements:
·
give a true and fair view of the state of the
company's affairs as at 31 May 2024
and of its loss for the year then
ended;
·
have been properly prepared in accordance with UK
adopted international accounting standards; and
·
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the financial statements section of our report. We
are independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our 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.
Conclusions relating to going concern
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors'
assessment of the entity's ability to continue to adopt the going
concern basis of accounting included:
· Obtaining and reviewing management's going concern assessment
(including the arithmetic accuracy thereof) and
associated
· Cashflow forecasts for the period of 12 months from the date
of approval of the financial statements;
· Challenging and reviewing the assumptions applied in the
cashflow forecasts for reasonableness;
· Comparing the cashflow forecasts to historic financial
information; and
· Performing sensitivity analysis where appropriate.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability
to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for
issue.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
.
Key audit matters
Key audit matters are those matters
that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including
those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters.
Investments at fair value through
profit or loss
Refer to Note 7 to the financial
statements
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
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The company measured its investments
at fair value through profit or loss with the changes in fair value
recognised in the profit or loss. This fair value measurement is
significant to our audit because the balance of investments at fair
value through profit or loss of approximately $515,000 as at 31 May
2024 and the fair value loss of approximately $621,000 for the year
then ended are material to the financial statements. In
addition, the company's fair value measurement involves application
of judgement and is based on assumptions and estimates.
Our audit procedures included, among others:
·
Obtaining the valuation reports to discuss and
challenge the valuation process, methodologies used and market
evidence to support significant judgments and assumptions applied
in the valuation model;
·
Checking key assumptions and input data in the
valuation model to supporting evidence; and
·
Checking arithmetical accuracy of the valuation
model.
We consider that the company's
measurement of its investments at fair value through profit or loss
is supported by the available evidence.
Our approach to the audit
Our scoping of the company audit
was tailored to enable us to give an opinion on the financial
statements as a whole. The company was subject to a full scope
audit.
Our
application of 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 financial statements as a
whole to be approximately $11,000, based on 2% of total
assets.
We used different level of
materiality ('performance materiality') to determine the extent of
our testing for the audit of the financial statements. Performance
materiality is set based on 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. This is set at approximately $8,730 for the
company.
Where considered appropriate
performance materiality may be reduced to a lower, such as, for
related party transactions and directors' remuneration.
We agreed to report to it all
identified errors in excess of approximately $545. Errors below
that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Other information
The other information comprises the
information included in the annual report, other than the financial
statements and our auditor's report thereon. The directors are
responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this
regard.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
OF
CRAVEN HOUSE CAPITAL PLC - continued
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Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work
undertaken in the course of the audit:
· the
information given in the Strategic Report and the Report of the
Directors for the financial year for which the financial statements
are prepared is consistent with the financial statements;
and
· the
Strategic Report and the Report of the Directors have been prepared
in accordance with applicable legal requirements.
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Matters on which we are required to report by
exception
In the light of the knowledge and
understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements
in the Strategic Report or the Report of the Directors.
We have nothing to report in
respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
· the
financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by
law are not made; or
·
we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the
Statement of Directors' Responsibilities set out on
page 8 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's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
A further description of our
responsibilities for the audit of the financial statements is
available on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We
identified and assessed the risks of material misstatement of the
financial statements from irregularities, whether due to fraud or
error, and discussed these between our audit team members. We then
designed and performed audit procedures responsive to those risks,
including obtaining audit evidence sufficient and appropriate to
provide a basis for our opinion.
We obtained an understanding of the
legal and regulatory frameworks within which the company operates,
focusing on those laws and regulations that have a direct effect on
the determination of material amounts and disclosures in the
financial statements. The laws and regulations we considered in
this context were the Companies Act 2006 together with the UK
adopted international accounting standards. We assessed the
required compliance with these laws and regulations as part of our
audit procedures on the related financial statement
items.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
OF
CRAVEN HOUSE CAPITAL PLC - continued
In addition, we considered
provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which might
be fundamental to the company's ability to operate or to avoid a
material penalty. We also considered the opportunities and
incentives that may exist within the company for fraud. The laws
and regulations we considered in this context for the UK operations
were General Data Protection Regulation (GDPR), taxation
legislation, and employment legislation.
Auditing standards limit the
required audit procedures to identify non-compliance with these
laws and regulations to enquiry of the directors' and other
management and inspection of regulatory and legal correspondence,
if any.
We identified the greatest risk of
material impact on the financial statements from irregularities,
including fraud, to be within judgement and estimates, and the
override of controls by management. Our audit procedures to respond
to these risks included enquiries of management about their own
identification and assessment of the risks of irregularities,
sample testing on the posting of journals, reviewing accounting
estimates for biases, and reading minutes of meetings of those
charged with governance.
Owing to the inherent limitations of
an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements,
even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations (irregularities)
is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures
required by auditing standards would identify it. In addition, as
with any audit, there remained a higher risk of non-detection of
irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
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.
Lee
Lederberg
Senior Statutory Auditor
for
and on behalf of Edwards Veeder (UK) Limited
Chartered Accountants & Statutory Audit
Firm
Ground Floor, 4 Broadgate,
Broadway Business Park,
Chadderton,
Greater Manchester,
United Kingdom,
OL9 9XA
Date: 11th November
2024
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CRAVEN
HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR
THE YEAR ENDED 31 MAY 2024
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2024
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2023
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Notes
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$'000
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$'000
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CONTINUING OPERATIONS
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Changes in fair value
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(621)
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(5,264)
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Administrative expenses
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(197)
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(186)
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OPERATING LOSS
Interest expense
LOSS BEFORE INCOME TAX
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4
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(818)
(75)
(893)
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(5,450)
(65)
(5,515)
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Income tax
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5
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-
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LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE
INCOME
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(893)
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(5,515)
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Loss per share expressed
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in
cents per share:
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|
|
|
|
|
|
|
Basic and diluted
|
6
|
|
|
(23.11)
|
|
(142.74)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
notes on pages 17 to 34 form part of the financial
statements.
CRAVEN HOUSE CAPITAL PLC
Company Number 05123368
STATEMENT OF FINANCIAL POSITION
AS
AT 31 MAY 2024
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
Notes
|
|
$'000
|
|
|
$'000
|
|
ASSETS
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
Investments at fair value
through
|
|
|
|
|
|
|
|
profit or loss
|
7
|
|
515
|
|
|
1,136
|
|
|
|
|
515
|
|
|
1,136
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Trade and other
receivables
|
8
|
|
29
|
|
|
38
|
|
Cash and cash
equivalents
|
9
|
|
2
|
|
|
4
|
|
|
|
|
31
|
|
|
42
|
|
TOTAL ASSETS
|
|
|
546
|
|
|
1,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Called up share capital
|
10
|
|
3,802
|
|
|
3,802
|
|
Share premium
|
|
|
11,153
|
|
|
11,153
|
|
Accumulated deficit
|
|
|
(16,232)
|
|
|
(15,339)
|
|
TOTAL EQUITY
|
|
|
(1,277)
|
|
|
(384)
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Trade and other payables
NON-CURRENT LIABILITES
Other payables
|
11
12
|
|
241
1,582
|
|
|
109
1,453
|
|
TOTAL LIABILITIES
|
|
|
1,823
|
|
|
1,562
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
546
|
|
|
1,178
|
|
|
|
|
|
|
|
|
|
|
|
Approved and authorised for issue
by the Board on 14th November 2024 and signed on its
behalf by:
.................................................................
Mr M J Pajak - Director
The
notes on pages 17 to 34 form part of the financial
statements.
CRAVEN HOUSE CAPITAL
PLC
STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 MAY 2024
|
The notes
on pages 17 to 34 form part of the financial statements.
|
|
|
|
Called up share
capital
$'000
|
|
Share
premium
$'000
|
|
|
Accumulated
deficit
$'000
|
Total
$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 June 2022
|
3,802
|
|
11,153
|
|
|
(9,824)
|
5,131
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
|
-
|
|
|
(5,515)
|
(5,515)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 May 2023
|
3,802
|
|
11,153
|
|
|
(15,339)
|
(384)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
|
-
|
|
|
(893)
|
(893)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 May 2024
|
3,802
|
|
11,153
|
|
|
(16,232)
|
(1,277)
|
|
|
|
|
|
|
|
|
|
|
|
CRAVEN HOUSE
CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR
THE YEAR ENDED 31 MAY 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
Notes
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
|
|
(893)
|
|
(5,515)
|
|
|
Adjustments for non-cash items
|
|
|
|
|
|
|
|
|
Fair value adjustment arising on
investments
Decrease in trade and other
receivables
|
|
|
|
621
9
|
|
5,264
5
|
|
|
Increase in trade and other
payables
Interest expense
|
|
|
|
132
75
|
|
33
65
|
|
|
Net cash outflow from operating activities
|
|
|
|
(56)
|
|
(148)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
Loans received
Net cash inflow from financing activities
|
|
|
|
54
|
|
192
|
|
|
Net (decrease)/increase in cash and cash
equivalents
|
|
|
|
(2)
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning
|
|
|
|
|
|
|
|
|
of
the year
|
|
9
|
|
4
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
|
9
|
|
2
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
notes on pages 17 to 34 form part of the financial
statements.
|
|
CRAVEN HOUSE CAPITAL
PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 31 MAY 2024
|
1.
ACCOUNTING
POLICIES
Basis of preparation
These financial statements have
been prepared in accordance with International Financial Reporting
Standards and IFRIC interpretations and with those parts of the
Companies Act 2006 applicable to companies reporting under UK
adopted international standards.
Craven House Capital plc is a
public company incorporated in the United Kingdom under the
Companies Act 2006. The address of the registered office is given
on the company information page. The Company is listed on the AIM
Market of the London Stock Exchange (ticker: CRV).
The directors have considered the
definition of an investment entity in IFRS 10 as well as the
associated application guidance. The directors consider that the
Company has met the definition of an investment entity. The
significant judgments and assumptions made by the directors in
determining that the Company is an investment entity are that; it
has obtained funds from investors (its shareholders) and is
providing those investors with investment management services; it
commits to its investors that its business purpose is to invest
funds solely for returns from capital appreciation, investment
income, or both; and it measures and evaluates the performance of
substantially all of its investments on a fair value
basis.
The main accounting implications
for the preparation of the accounts as an investment entity are
that the accounts are not prepared on a consolidated basis. Instead
the Company's investments in its subsidiaries are accounted for at
fair value through its profit and loss account.
The financial statements have been
prepared under the historical cost convention, except to the extent
varied below for fair value adjustments required by accounting
standards, and in accordance with applicable UK adopted
international standards. The principal accounting policies are set
out below.
The financial statements are
presented in US dollars which is the Company's functional currency.
Amounts are rounded to the nearest thousand, unless otherwise
stated.
Going concern
The Company's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Investment Manager's
Report. The financial statements include the Company's objectives,
policies and processes for managing its capital; its financial risk
management objectives; details of its financial instruments; and
its exposures to credit risk and liquidity risk. The directors
believe that the Company is well placed to manage its business
risks successfully. The directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus they continue to adopt
the going concern basis of accounting in preparing the annual
financial statements.
The Company maintains minimal cash
reserves, however in addition to the cash on the Company's
statement of financial position, sufficient cash is available to
the Company via liquid investments to ensure it is able to meet its
liabilities as they fall due and there is therefore no risk to the
going concern status of the Company.
There are currently no commitments
to provide support to any subsidiary, however the Company may elect
to provide capital to its subsidiaries at any time to further its
stated Investing Policy.
|
CRAVEN HOUSE CAPITAL
PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
1.
ACCOUNTING POLICIES - continued
The Company has applied for the first time certain amendments
to the standards
Amendments to IFRS 17 Insurance
Contracts (effective for annual periods beginning on or after 1
January 2023, endorsed by the European Union on 19 November
2021).
Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates (effective for annual periods beginning on or
after 1 January 2023, endorsed by the European Union on 2 March
2022).
Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting policies (effective for annual periods beginning on or
after 1 January 2023, endorsed by the European Union on 2 March
2022).
Amendments to IAS 12 Income Taxes:
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (effective for annual periods beginning on or
after 1 January 2023, endorsed by the European Union on 11 August
2022).
Amendments to IFRS 17 Insurance
Contracts: Initial Application of IFRS 17 and IFRS 9 - Comparative
Information (effective for annual periods beginning on or after 1
January 2023, endorsed by the European Union on 8 September
2022)
Amendments to IAS 12 Income taxes:
International Tax Reform - Pillar Two Model Rules (effective
immediately and for annual periods beginning on or after 1 January
2023, endorsed by the European Union on 8 November
2023).
The following new and revised standards and interpretations
have not been adopted by the Company, whether endorsed by the
European Union or not
Amendments to IFRS 16 Leases: Lease
Liability in a Sale and Leaseback (effective for annual periods
beginning on or after 1 January 2024, endorsed by the European
Union on 20 November 2023).
Amendments to IAS1 Presentation of
Financial Statements: Classification of Liabilities as Current or
Non-current and Non-current liabilities with Covenants (effective
for annual periods beginning on or after 1 January 2024, endorsed
by the European Union on 19 December 2023).
Amendments to IAS 7 Statement of
Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements (effective for annual periods beginning on or
after 1 January 2024, endorsed by the European Union on 15 May
2024).
The Company has assessed the impact
of the adoption of these standards and interpretations on its
financial statements on initial adoption and do not expect these
standards to have a material impact.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
1.
ACCOUNTING
POLICIES - continued
Financial assets
Purchases or sales of financial
assets are recognised at the date of the transaction. Where
appropriate criteria are met, the Company makes use of the option
of measuring non current investments upon initial recognition as
financial assets at fair value through profit or loss. These
criteria include that the fixed asset investment should meet the
Company's published Investing Policy and form part of the Company's
managed portfolio or similar investments. Such financial assets are
carried at fair value and movements in fair value are recognised
through profit and loss. For quoted securities, fair value is
either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is
quoted.
Impairment of financial assets
A financial asset not classified at
fair value through profit or loss is assessed at each reporting
date to determine whether there is objective evidence that it is
impaired. A financial asset is impaired if objective evidence
indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event had a negative
effect on the estimated future cash flows of that asset that can be
estimated reliably.
The new impairment model requires forward looking information,
which is based on assumptions for the future movement of different
economic drivers and how these drivers will affect each
other. It also requires management to assign probability to
various categories of receivables. Probability of default
constitutes a key input in measuring an ECL and entails
considerable judgment; it is an estimate of the likelihood of
default over a given time horizon, the calculation of which
includes historical data, assumptions and expectation of future
conditions.
The directors have determined that
the application of IFRS 9's impairment requirements does not have a
material impact on the financial statements.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
1. ACCOUNTING POLICIES -
continued
Measurement
Financial assets at fair value
through profit or loss are initially recognised at fair value.
Transaction costs are expensed through profit and loss. Subsequent
to initial recognition, all financial assets at fair value through
profit or loss are measured at fair value in accordance with
International Private Equity and Venture Capital Valuation
("IPEVCV") guidelines, as the Company's business is to invest in
financial assets with a view to profiting from their total return
in the form of capital growth and income. Gains and losses arising
from changes in the fair value of the financial assets at fair
value through profit or loss are presented in the year in which
they arise.
Valuation of investments
A number of the Company's assets
are measured at fair value for financial reporting purposes. The
Investment Manager determines the appropriate valuation techniques
and inputs for fair value measurements.
In estimating the fair value of an
asset, the Investment Manager uses market-observable data to the
extent it is available. The Investment Manager reports its findings
to the Board of Directors of the Company every quarter to explain
the cause of fluctuations in the fair value of the
assets.
Information about the valuation
techniques and inputs used in determining the fair value of various
assets and liabilities are disclosed in notes 7 and 13.
Financial instruments that are
measured subsequent to initial recognition at fair value are
grouped into Levels 1 to 3 based on the degree to which the fair
value is observable:
Level 1 fair value measurements are
those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities;
Level 2 fair value measurements for
those derived from inputs other than quoted prices included within
Level 1 that are observable for the assets or liability, either
directly or indirectly; and Level 3 fair value measurements are
those derived from inputs that are not based on observable market
data.
a)
Quoted investments
Where investments are quoted on
recognised stock markets and an active market in the shares exists,
the company values those investments at closing mid-market price on
the reporting date. Where an active market does not exist those
quoted investments are valued by the application of an appropriate
valuation methodology as if the relevant investment was
unquoted.
b) Unquoted
investments
In estimating the fair value for an
unquoted investment, the Company applies a methodology that is
appropriate in light of the nature, facts and
circumstances of the investment and its materiality in the context
of the total investment portfolio using reasonable data, market
inputs, assumptions and estimates. Any changes in the above data,
market inputs, assumptions and estimates will affect the fair value
of an investment.
Financial liabilities and equity
Financial liabilities are
recognised when the Company becomes party to the contractual
provisions of the financial instrument and are measured initially
at fair value adjusted for transaction costs. Financial liabilities
are measured subsequently at amortised cost using the effective
interest method.
An equity instrument is any
contract that evidences a residual interest in the assets of the
Company after deducting all its liabilities.
In accordance with IFRIC 19, when a
financial liability is extinguished by the issue of equity, the
equity instrument issued is measured at fair value and any
difference between the financial liability extinguished and the
measurement of the equity instrument is recognised in profit and
loss.
CRAVEN HOUSE CAPITAL
PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
1. ACCOUNTING POLICIES -
continued
Current and deferred tax
The tax currently payable is
based on taxable profit for the year. Taxable profit differs from
net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated
using tax rates that have enacted by the statement of financial
position date.
Deferred tax is recognised in
respect of all timing differences that have originated but not
reversed at the statement of financial position date where
transactions or events that result in an obligation to pay more tax
in the future or a right to pay less tax in the future have
occurred at the statement of financial position date. Timing
differences between the Company's taxable profits and its results
as stated in the financial information that arises from the
inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the financial
information.
A deferred tax asset is only
recognised for an unused tax loss carried forward if it is
considered probable that there will be sufficient future taxable
profits against which the loss can be utilised.
Foreign currencies
In preparing the financial
statements of the Company, transactions in currencies other than
the entity's functional currency are recorded at the rates of
exchange prevailing at the dates of the transactions. At each
statement of financial position date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the
date when the fair value was determined. 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 except for
exchange differences on monetary items receivable from or payable
to a foreign operation for which settlement is neither planned nor
likely to occur; which form part of the net investment in a foreign
operation and which are recognised in the foreign currency
translation reserve.
For the purposes of presenting US
dollar financial statements, the assets and liabilities of the
Company's foreign operations are expressed using exchange rates
prevailing at the statement of financial position date. Income and
expense items are translated at the average exchange rate for the
period, unless exchange rates fluctuated significantly during that
period, in which case the exchange rates at the dates of the
transactions are used. Exchange differences arising, if any, are
classified as equity and recognised in a foreign currency
translation reserve.
Segment reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
directors. The directors, who are responsible for allocating
resources and assessing performance of the operating segments, have
been identified as the senior management that make strategic
decisions.
Critical accounting estimates and judgements
Preparation of financial statements
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.
Further information regarding the assumptions relied upon and
sensitivity analysis around these assumptions is provided in note
13 below.
In particular, significant areas of
estimation, uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the
amount recognised in the financial statements relate to the
valuation of investments.
CRAVEN
HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
1. ACCOUNTING POLICIES -
continued
Critical accounting estimates and judgements -
continued
The Company has made a number of
investments in the form of equity instruments in private companies
operating in emerging markets. The investee companies are generally
at a key stage in their development and operating in an environment
of uncertainty in capital markets. Should planned development prove
successful, the value of the Company's investment is likely to
increase, although there can be no guarantee that this will be the
case. Should planned development prove unsuccessful, there is a
material risk that the Company's investments may be impaired. The
carrying amounts of investments are therefore highly sensitive to
the assumption that the strategies of these investee companies will
be successfully executed.
The directors have also determined
that the Company meets IFRS 10's definition of an investment
company and that the functional currency is appropriate given that
underlying transactions, events and conditions that are most likely
to impact on the Company's performance are more closely linked to
the US dollar than GB sterling.
Share capital and share premium
Share capital represents the
nominal (par) value of shares that have been issued.
Share premium includes any premium
received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium.
2.
SEGMENTAL
REPORTING
The operating segment has been
determined and reviewed by the directors to be used to make
strategic decisions. The directors consider there to be a single
business segment being that of investing activities, therefore
there is only one reportable segment.
3.
EMPLOYEES AND
DIRECTORS
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Wages and salaries - directors'
remuneration
|
|
-
|
|
-
|
|
|
|
|
|
|
The average monthly number of employees (including directors)
during the year was as follows:
The Company has no employees other
than the directors.
CRAVEN HOUSE
CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
3. EMPLOYEES AND DIRECTORS -
continued
The service contracts of the
directors who served during the year are as follows:
|
|
|
Basic annual fee
|
|
|
Mr M J Pajak
|
|
$nil
|
|
|
Mr B S Bindra
Mr C P Morrison
|
|
$5,000**
$5,000**
|
|
** Payable in new ordinary shares of the company at $1.00 per share
and issued on a bi-annual basis.
Desmond Holdings Ltd is the
Company's Investment Manager. The directors are the key management
of the Company. There were no directors (2023: none) to whom
retirement benefits were accruing under money purchase
schemes.
4. LOSS BEFORE INCOME
TAX
The loss before income tax is stated after charging:
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Fees payable to the Company's
auditor for the audit of the Company's annual accounts
|
|
17
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
5. INCOME TAX
Analysis of charge in the year
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Current tax:
|
|
-
|
|
-
|
|
Deferred tax
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Tax on loss on ordinary
activities
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Loss on ordinary activities before
tax
|
|
(893)
|
|
(5,515)
|
Analysis of charge in the year
|
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Loss on ordinary activities
multiplied by the Company's rate of corporation tax in the UK of
19% (2023: 19%)
|
|
(170)
|
|
(1,048)
|
|
|
|
|
|
|
|
Effects of:
|
|
|
|
|
|
Losses carried forward
|
|
170
|
|
1,048
|
|
Current tax charge for the year as
above
|
|
-
|
|
-
|
|
|
|
|
|
|
At 31 May 2024, the Company had UK
tax losses of $6,126,134 (2023: $5,691,105) available to be carried
forward and utilised against future taxable profits. A deferred tax
asset of $1,163,964 (2023: $1,081,310) has not been recognised due
to uncertainties over the timing of when taxable profits will
arise.
6.
EARNINGS PER
SHARE
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share has not
been disclosed as the inclusion of the unexercised warrants would
be non-dilutive.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
6. EARNINGS PER SHARE -
continued
Reconciliations are set out
below.
|
|
|
2024
|
|
|
|
Earnings
$'000
|
Weighted
average
number of
shares
|
Per-share
amount
cents
|
|
Basic EPS
|
|
|
|
|
Earning attributable to ordinary
shareholders
|
(893)
|
3,863,590
|
(23.11)
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
Earnings
$'000
|
Weighted
average
number of
shares
|
Per-share
amount
cents
|
|
Basic EPS
|
|
|
|
|
Earning attributable to ordinary
shareholders
|
(5,515)
|
3,863,590
|
(142.74)
|
|
7.
|
INVESTMENTS
Investments at fair value through profit or
loss
|
The Company adopted the valuation
methodology prescribed in the IPEVCV guidelines to value its
investments at fair value through profit and loss.
The Company had the following
holdings at 31 May 2024:
|
Name
|
Holding
|
Principal Place of
Business
|
Ownership
Interest
|
|
|
|
|
|
|
Garimon Limited
|
Direct
|
UK /
Sweden
|
29.9%
|
|
Stormfjord Limited
|
Direct
|
UK /
Sweden
|
25.5%
|
|
Honeydog Limited
|
Direct
|
UK /
Sweden
|
29.9%
|
|
Rosedog Limited
|
Direct
|
UK /
Sweden
|
28.6%
|
|
BioVitos Medical Limited
|
Direct
|
UK /
Sweden
|
24.5%
|
CRAVEN
HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
|
|
|
7.
|
INVESTMENTS -continued
|
Investments at fair value
through profit or loss
|
|
|
|
|
|
Quoted equity
investments
$'000
|
|
Unquoted equity
investments
$'000
|
Total
$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 June 2022
|
|
|
|
|
-
|
|
6,400
|
6,400
|
|
|
Fair value movement
|
|
|
|
|
-
|
|
(5,264)
|
(5,264)
|
|
|
At 31 May 2023
|
|
|
|
|
-
|
|
1,136
|
1,136
|
|
|
Fair value movement
|
|
|
|
|
-
|
|
(621)
|
(621)
|
|
|
At 31 May 2024
|
|
|
|
|
-
|
|
515
|
515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The value of Investments at 31 May
2024 represents holdings in unquoted investments and have therefore
been measured on a Level 3 basis as no observable market data is
available. Further information on each investment holding is as
follows;
Shares in Garimon Limited are valued at $nil
representing a 29.9% holding. Garimon Limited is the owner of
"Magazinos.com", an on-line media magazine and periodical content
provision service. Despite the potential future value of this
investment, the fair value has been impaired to zero due to the
current absence of tangible arm's length or market-based valuation
metrics.
Shares in Stormfjord Limited are
valued at $nil representing a 25.5% holding. Stormfjord is the
owner of the domain www.onebas.com,
an optimised search engine providing a portal to music content
freely circulating online. Despite the potential future value of
this investment, the fair value has been impaired to zero due to
the current absence of tangible arm's length or market-based
valuation metrics.
Shares in Honeydog
Limited are valued at $nil
representing a 29.9% holding. Honeydog Limited is the
25% owner of the entity which owns the licence to
manufacture and distribute the chemotherapy drug, Temodex, which is
used in the treatment of brain tumours. Despite the potential future value of this investment, the
fair value has been impaired to zero due to the current absence of
tangible arm's length or market-based valuation metrics.
Shares in Rosedog Limited are valued at $nil
representing a 28.6% holding, unchanged from the prior year.
Rosedog Limited is the owner of TV Zinos (www.tvzinos.com), a
website which offers a number of free-to-view television channels.
Despite the potential future value of this investment, the fair
value has been impaired to zero due to the current absence of
tangible arm's length or market-based valuation metrics.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR THE YEAR ENDED 31 MAY 2024
|
7. INVESTMENTS - continued
Shares in BioVitos Medical Limited
are valued at $515,000 representing a 24.5% holding. BioVitos is
the owner of the licence to market a patented heart drug 'Succifer'
(also marketed as 'Inofer'). The valuation of this shareholding is
supported by an RTO undertaken by BioVitos during the period into
Hemcheck Sweden AB (a Swedish medical technology company, listed on
the Stockholm Stock Exchange) in a transaction which values
Succifer at $5,000,000. As a result BioVitos were be issued
259,654,000 shares in Hemcheck, of which 41,118,876 shares were
subsequently distributed to Craven after the period.
The businesses of all of the above
portfolio investments are presently loss-making although their cost
bases are low and there is minimal committed future expenditure,
meaning that the extent and timing of the Company's further
investment in the businesses are highly controllable. The Company
and the incumbent management teams of the investee companies will
continue to work together with the aim that these businesses become
financially self-sustaining and generating surpluses within the
short- to medium-term and to crystallise additional capital value
for shareholders through strategic, third-party
partnerships.
8. TRADE AND OTHER RECEIVABLES
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Current:
|
|
|
|
|
|
Prepayments and accrued
income
|
|
29
|
|
38
|
|
|
|
29
|
|
38
|
9. CASH AND CASH EQUIVALENTS
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Cash at bank
|
|
2
|
|
4
|
The amounts disclosed in the
statement of cash flows in respect of cash and cash equivalents are
in respect of the following statement of financial position
amounts:
|
Year ended 31 May 2024
|
|
|
|
|
|
|
|
31.5.24
|
|
1.6.23
|
|
|
|
$'000
|
|
$'000
|
|
Cash and cash
equivalents
|
|
2
|
|
4
|
|
|
|
|
|
|
|
Year ended 31 May 2023
|
|
|
|
|
|
|
|
31.5.23
|
|
1.6.22
|
|
|
|
$'000
|
|
$'000
|
|
Cash and cash
equivalents
|
|
4
|
|
1
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR THE YEAR ENDED 31 MAY 2024
10.
CALLED UP SHARE
CAPITAL
|
Allotted, called up and fully paid
|
|
|
|
|
|
Equity shares
|
|
Nominal
|
2024
|
|
2023
|
|
Number:
|
Class:
|
Value:
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
3,863,590 (2023:
3,863,590)
|
Ordinary
|
$1.00
|
3,802
|
|
3,802
|
|
|
|
|
|
|
|
|
|
|
|
3,802
|
|
3,802
|
|
|
|
|
|
|
|
|
The aggregate nominal values of
shares include exchange differences arising from the translation of
shares at historic rates and the translation at the rate prevailing
at the date of the change in functional currency.
11.
TRADE AND OTHER
PAYABLES
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Current:
|
|
|
|
|
|
Trade payables
|
|
93
|
|
72
|
|
Accruals and deferred
income
|
|
148
|
|
37
|
|
|
|
241
|
|
109
|
12.
OTHER PAYABLES
|
|
|
2024
|
|
2023
|
|
|
|
$'000
|
|
$'000
|
|
Non-current:
|
|
|
|
|
|
Other payables
|
|
1,582
|
|
1,453
|
|
|
|
1,582
|
|
1,453
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
|
13. FINANCIAL INSTRUMENTS
Financial risk management objectives and
policies
Management has adopted certain
policies on financial risk management with the objective
of:
i. ensuring that appropriate
funding strategies are adopted to meet the Company's short-term and
long-term funding requirements taking into consideration the cost
of funding, gearing levels and cash flow projections;
ii. ensuring that appropriate
strategies are also adopted to manage related interest and currency
risk funding; and
iii. ensuring that credit risks on
receivables are properly managed.
Financial instrument by category
The accounting policies for
financial instruments have been applied to the line items
below:
Financial assets at fair value through profit or
loss
Financial instruments that are
measured subsequent to initial recognition at fair value are
grouped into Levels 1 to 3 based on the degree to which the fair
value is observable:
Level 1 fair value measurements are
those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities;
Level 2 fair value measurements for
those derived from inputs other than quoted prices included within
Level 1 that are observable for the assets or liability, either
directly or indirectly; and
Level 3 fair value measurements are
those derived from inputs that are not based on observable market
data.
Unquoted equity investments held at
fair value through profit or loss are valued in accordance with the
IPEVCV guidelines as follows;
|
Investment valuation methodology
|
|
2024
$'000
|
|
2023
$'000
|
|
|
Market approach (adjusted for
current facts and circumstances) (level 2)
|
|
515
|
|
1,136
|
|
|
|
|
515
|
|
1,136
|
|
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
|
13.
FINANCIAL INSTRUMENTS -
continued
IFRS 13 and IFRS 7
requires the directors to consider the impact of
changing one or more of the inputs used as part of the
valuation process to reasonable possible alternative
assumptions.
The Level 3 valuations listed above
include inputs based on non-observable market data as outlined in
note 7 above. The Investment Manager has derived a fair value for
these investments based on the value of the underlying net assets
of the respective investments and / or has considered prospective
enterprise values for these investments from the perspective of a
market participant.
The directors have considered a
number of reasonable possible alternative assumptions regarding the
value of the Level 3 investments. IFRS 13 requires an entity to
disclose quantitative information about the significant
unobservable inputs used.
A summary of the unobservable
inputs, judgements and estimates made in relation to the Level 3
investments is as follows:
As of the year end, the valuation
the Company's minority shareholdings in each its investee
companies has been valued on a Price of
Recent Investment basis, adjusted for current facts and
circumstances which the directors consider represents the best
indication of the fair value at the year end. All five of these
businesses are presently loss-making although their cost bases are
low and there is minimal committed future expenditure, meaning that
the extent and timing of the Company's further investment in the
businesses are highly controllable.
However, each business operates in
a competitive market place and there can be no guarantee that any
of the investee companies will ultimately be successful and that
the future carrying value of these companies will not need to be
impaired.
|
CRAVEN
HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
|
13.
FINANCIAL INSTRUMENTS -
continued
The valuation method applied to
each equity investment is that which is considered most appropriate
with regard to the stage of development of the investee business
and the IPEVCV guidelines.
All other financial instruments,
including cash and cash equivalents, trade and other receivables,
trade and other payables and loans and borrowings, are measured at
amortised cost.
Due to their short-term nature, the
carrying values of cash and cash equivalents, trade and other
receivables, trade and other payables and loans and borrowings
approximates their fair value.
Credit risk
The Company's credit risk is
primarily attributable to other receivables. Management has a
credit policy in place and the exposure to credit risks is
monitored on an ongoing basis. In respect of other receivables,
individual credit evaluations are performed whenever necessary. The
Company's maximum exposure to credit risk is represented by loans,
both those held as unquoted investments and included in other
receivables, and cash balances. The Company monitors the financial
position of borrowing entities on an ongoing basis and is satisfied
with the quality of the debt. Investment of surplus cash balances
are reviewed on an annual basis by the Company and it is satisfied
with the choice of institution. The directors have assessed the
amounts owed to connected parties for impairment in accordance with
IFRS 9 and concluded that there is no material impact.
Interest rate risk
The Company currently operates with
positive cash and cash equivalents as a result of issuing share
capital in anticipation of future funding requirements. As the
Company has no borrowings from the bank and the amount of deposits
in the bank are not significant, the exposure to interest rate risk
is not significant to the Company.
Liquidity risk
The Company manages its liquidity
requirements by the use of both short-term and long-term cash flow
forecasts. The Company's policy to ensure facilities are available
as required is to issue equity share capital in accordance with
agreed settlement terms with vendors or professional firms, and are
typically due within one year unless otherwise stated.
The Company maintains minimal cash
reserves, however in addition to the cash on the Company's
statement of financial position, sufficient cash is available to
the Company via credit facilities to ensure it is able to meet its
liabilities as they fall due.
|
CRAVEN
HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
13.
FINANCIAL INSTRUMENTS -
continued
The table below summarises the
maturity profile of the Company's financial liabilities based on
contractual discounted payments.
|
|
On
|
|
Less than
|
|
3 to 12
|
|
More than
|
|
|
|
Demand
|
|
3 months
|
|
months
|
|
12 Months
|
Total
|
|
Year ended 31 May 2024
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
93
|
|
-
|
|
-
|
|
-
|
93
|
|
Other payables
|
-
|
|
-
|
|
-
|
|
1,582
|
1,582
|
|
Accruals and deferred
income
|
148
|
|
-
|
|
-
|
|
-
|
148
|
|
|
241
|
|
-
|
|
-
|
|
1,582
|
1,823
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 May 2023
|
|
|
|
|
|
|
|
|
|
Trade payables
|
72
|
|
-
|
|
-
|
|
-
|
72
|
|
Other payables
|
-
|
|
-
|
|
-
|
|
1,453
|
1,453
|
|
Accruals and deferred
income
|
37
|
|
-
|
|
-
|
|
-
|
37
|
|
|
109
|
|
-
|
|
-
|
|
1,453
|
1,562
|
Price risks
The Company's securities are
susceptible to price risk arising from uncertainties about future
value of its investments. This price risk is the risk that the fair
value of future cash flows will fluctuate because of changes in
market prices, whether those changes are caused by factors specific
to the individual investment or financial instrument or its holder
or factors affecting all similar financial instruments or
investments traded in the market.
During the year under review, the
Company did not hedge against movements in the value of its
investments. A 10% increase/decrease in the fair value of
investments would result in a $51,500 (2023: $113,600
increase/decrease in the net asset value).
While investments in companies
whose business operations are based in emerging markets may offer
the opportunity for significant capital gains, such investments
also involve a degree of business and financial risk, in particular
for unquoted investments.
Generally, the Company is prepared
to hold unquoted investments for a medium to long time frame, in
particular if an admission to trading on a stock exchange has not
yet been planned. Sale of securities in unquoted investments may
result in a discount to the book value.
Currency risks
The Company is exposed to foreign
currency risk on its investments held at fair value and adverse
movements in foreign exchange rates will reduce the values of these
investments. There is no systematic hedging in foreign currencies
against such possible losses on translation/realisation.
Foreign exchange volatility is
significantly reduced following the transition to US Dollar as the
Company's currency exposures are now more closely matched to its
functional and reporting currency. The Company's exposure to other
foreign currency changes is not deemed to be material as the
Company's investments are US Dollar based.
CRAVEN
HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
13. FINANCIAL INSTRUMENTS -
continued
Capital management
The Company's financial strategy is
to utilise its resources to further grow its portfolio. The Company
keeps investors and the market informed of its progress with its
portfolio through periodic announcements and raises additional
equity finance at appropriate times. The Company regularly reviews
and manages its capital structure for the portfolio companies to
maintain a balance between the higher shareholder returns that
might be possible with certain levels of borrowing for the
portfolio and the advantages and security afforded by a sound
capital position, and makes adjustments to the capital structure of
the portfolio in the light of changes in economic conditions.
Although the Company has utilised loans from shareholders to
acquire investments, it is the Company's policy as far as possible
to finance its investing activities with equity and not to have
gearing in its portfolio.
At the statement of financial
position date the capital structure of the Company consisted of
cash and cash equivalents and equity comprising issued capital and
reserves.
The table below sets out the
Company's classification of each class of financial
assets/liabilities, their fair values (where appropriate) and under
which valuation method they are valued:
|
|
Notes
|
|
Level 1
$'000
|
|
Level 2
$'000
|
|
Level 3
$'000
|
Total
carrying
amount and
Fair
Value
$'000
|
|
31
May 2024
|
|
|
|
|
|
|
|
|
|
Loans and receivables
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
8
|
|
-
|
|
-
|
|
29
|
29
|
|
Cash and cash
equivalents
|
9
|
|
2
|
|
-
|
|
-
|
2
|
|
|
|
|
2
|
|
-
|
|
29
|
31
|
|
Liabilities at amortised cost
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
11&12
|
|
-
|
|
-
|
|
(1,823)
|
(1,823)
|
|
|
|
|
|
|
|
|
|
|
|
Fair value through profit and loss
Investments
|
7
|
|
-
|
|
515
|
|
-
|
515
|
|
|
|
|
2
|
|
515
|
|
(1,794)
|
(1,277)
|
|
31
May 2023
|
|
|
|
|
|
|
|
|
|
Loans and receivables
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
8
|
|
-
|
|
-
|
|
38
|
38
|
|
Cash and cash
equivalents
|
9
|
|
4
|
|
-
|
|
-
|
4
|
|
|
|
|
4
|
|
-
|
|
38
|
42
|
|
Liabilities at amortised cost
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
11&12
|
|
-
|
-
|
|
|
(1,562)
|
(1,562)
|
|
Fair value through profit and loss
Investments
|
7
|
|
-
|
-
|
|
|
1,136
|
1,136
|
|
|
|
|
4
|
-
|
|
|
(388)
|
(384)
|
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS -
continued
FOR
THE YEAR ENDED 31 MAY 2024
|
14. RELATED PARTY
DISCLOSURES
During the year, Craven Industrial
Holdings Plc made loans to and incurred costs on behalf of the
Company.
Loan interest charged for the year
at 5% amounted to $74,984 (2023: $65,365).
At the year end, a balance of
$1,582,929 (2023: $1,453,408) was due from the Company to Craven
Industrial Holdings Plc.
Despite the common director in Mr M
J Pajak, the board of Craven House Capital Plc do not believe that
Craven House Capital Plc or Craven Industrial Holdings
Plc are able to exert control or influence over each other and
neither are accustomed to act in accordance with instructions from
the other.
Directors and key management
All key management personnel are
directors and appropriate disclosure with respect to them is made
in note 3 of the financial statements. There are no other contracts
of significance in which any director has or had during the year a
material interest.
15. ULTIMATE CONTROLLING
PARTY
The directors consider that there is no ultimate
controlling party.
16. EVENTS AFTER THE REPORTING
PERIOD
On 5 June 2024 the Company
announced the allocation of a pro-rata distribution of c.63,615,230
shares by investee company BioVitos Medical Limited in BioVitos
Pharma AB. These shares amounted to a market value, at the time, of
c.12 million Swedish Kroner / c.$1.136 US Dollars. 22,496,354
shares were sold to cover costs relating to the transaction.
Following settlement of the transaction the Company has received
41,118,876 shares in BioVitos Pharma AB, representing15.4% of
BioVitos Pharma AB's issued share capital. Craven House remains a
24.5% shareholder in BioVitos Medical Limited and now owns 15.4% of
BioVitos Pharma AB, a Sweden based medical technology
company, listed on the Stockholm stock
exchange.
On 10 September 2024, the Company
announced that RoseMonkey Limited (a new investee company in which
on 2 August 2024 the Company acquired a 24.4% shareholding) sold
certain IP rights and participated in a financing transaction with
Quiapeg Pharma AB ("QuiaPeg").Following completion of the
transactions, RoseMonkey was awarded 1,416,007,811 shares in
QuiaPeg. RoseMonkey distributed a proportionate amount of those
shares to Craven House. Craven House has therefore received
345,505,096 shares representing 23.2% of QuiaPeg and a market value
of approximately $758,792 as at 9 September 2024.
QuiaPEG's shares are admitted to trading on Nasdaq First North
Growth Market.
The Annual Results for year ended
31 May 2024 will be available to download from the Company's
website at: http://www.cravenhousecapital.com
~ Ends
~
For further information please
contact:
About Craven House Capital:
The Company's Investing Policy is
primarily to invest in or acquire a portfolio of companies,
partnerships, joint ventures, businesses or other assets
participating in the e-Commerce sector.
