TIDMDKE
RNS Number : 7739Q
Dukemount Capital PLC
29 October 2021
29 October 2021
Dukemount Capital Plc
("Dukemount" or the "Company")
Final Results for the year ended 30 April 2021
Dukemount Capital Plc (LSE: DKE), the property management and
long dated income specialist reports its Final Results for the year
ended 30 April 2021. All financial amounts are stated in GBP
British pounds unless otherwise indicated. Copies of the annual
report will be available on the Company's website at
www.dukemountcapitalplc.com and from the Company's registered
office, 70 Jermyn Street, London, SW1Y 6NY
CHAIRMAN'S STATEMENT
I hereby present the annual financial statements for the year
ended 30 April 2021. During the year the Group reported a loss of
GBP913,827 (2020 - loss of GBP331,649). These losses arose in the
course of the Group: pursuing transactions in its chosen sector;
costs associated with completing our two development projects;
maintaining the Company's listing on the Official List of the UK
Listing Authority by way of a standard listing and include:
consultancy fees, professional fees and directors' fees. As at the
Statement of Financial Position date the Group had GBP24,657 (2020:
GBP408,411) of cash balances.
Since our last full year results, the board has pushed its
existing projects towards completion announcing in September 2020
that the Wavertree refurbishment project in Liverpool has been
handed over to the Housing Association, which has entered into a
long-term lease for the property. The Wavertree project, involved
the refurbishment of two residential buildings into a single
building and the development of 16 units designed specifically for
a housing association which specialises in the supported living
sector. Subsequently in November 2020 the company also announced
the Certificate of Practical Completion for the West Derby
development project in Liverpool had been issued to Dukemount. The
West Derby project involved the construction of a purpose-built
structure with 17 apartments and 3,200 square feet of commercial
space. The West Derby project involved a full development rather
than a refurbishment.
In March 2021 we announced we had agreed outline terms for a
joint venture in the flexibility power sector and in May 2021
entered into a Joint Venture Agreement in relation to flexibility
power expert HSKB Ltd ("HSKB"), of which Dukemount non-executive
director Paul Gazzard is a founder. Dukemount successfully signed
off a subordinated funding package necessary to enable completion
of the senior debt funding for the gas peaking projects in
September 2021 and announced in October 2021 that HSKB Limited
("HSKB"), in which Dukemount holds a 50% interest, that it has
successfully completed the purchase of two special purpose
companies. Each company contains an 11kV gas peaking facility,
which are ready to build, with full planning permission and grid
access. HSKB has also changed its name to DKE Flexible Energy
Limited ("DKE Energy"). DKE Energy will initially build two gas
peaking facilities. Dukemount will manage the construction of the
two sites and provide its knowledge of long-dated income funding
and finance to optimize the capital structure. DKE Energy's
management brings its technical, operational and market expertise
of the UK flexible power market, as well as access to a pipeline of
further deals. Dukemount believes the opportunities presented by
this joint venture to be an important milestone for Dukemount to
meet its projected growth targets. Dukemount is set to rollout
further joint venture projects with a focus on gas peaking and
battery storage facilities. Both asset types balance the
fluctuating power requirements of the grid during periods of
high-level demand or shortfalls of electricity supply: a problem
which is set to become more acute in the transition to a greater
reliance on renewable energy sources.
I would like to thank all those who have assisted and supported
the Group during the year.
Geoffrey Dart
Executive Chairman
29 October 2021
Geoffrey Gilbert Dart - Executive Chairman
Geoffrey is a merchant banker with over 35 years of experience
of fund raising and listing transactions. In 1990 he was appointed
to the board of Harrell Hospitality Inc, a hotel management and
development company, after he structured and completed its reverse
takeover by a US-listed shell company. In 2003, as chairman of
Energy Technique Plc (a UK standard listed company) Geoffrey
oversaw the re-structuring and re-capitalisation of the company.
Also in 2003, as a Founder and an Executive Director of London and
Boston Investments Plc (an AIM-listed company), Geoffrey was
responsible for M&A activity. In 2010, Geoffrey joined the
board of Hayward Tyler Limited, the specialist pump manufacturer
and after raising equity and debt funding, completed the standard
listing of the company and thereafter took on particular
responsibility for the group's Chinese operations and completed a
successful re-structuring of those operations.
Paul Gazzard
Paul has over 10 years' experience of working across investing
institutions in the City of London in his previous role as Fund
Manager. He worked with the Panmure Gordon Asset Management team
until August 2002 when he transitioned into the commercial
financing sector. Between August 2002 and May 2010, Paul
participated in the listing of companies on the AIM market of the
London Stock Exchange, operating at the Senior Executive level
within each of the companies.
Since then Paul has worked as a consultant across various AIM
listed companies, advising on corporate and financing related
matters, in addition to working as an adviser to several high net
worth individuals on specific corporate and management issues
relating to their investment portfolios as well as founding a
number of private companies in the financial services and other
sectors.
The Directors present their Strategic Report for the year ended
30 April 2021.
Business Review and Future Developments
On 29 March 2017 Dukemount Capital Plc was admitted to the
Official List of the UK Listing Authority by way of a listing on to
the standard segment of the London Stock Exchange. Since the
standard listing, the Group's principal aim has been to acquire,
manage, develop and, where appropriate, on-sell real estate
portfolios which have been CPI-linked, long-dated income leases
agreed.
The following entities are consolidated into the Group financial
statements:
DKE (North West) Limited, formerly Larch Housing (North West)
Limited, incorporated 6 November 2014 in England, of which 100% of
the GBP100 share capital was acquired on 7 September 2017 for GBP1.
This company simultaneously acquired a property in North West
England. In 2017, DKE (North West) Limited acquired property in
Liverpool. This is a redevelopment project which aims to build
retail space of approximately 3,200 square feet and 17 residential
apartments for supported living tenants. As part of that project a
50-year lease with a supported living housing association was
agreed which expects to generate around GBP234,000 of income per
annum which is CPI-linked. In December 2018 DKE (Northwest) Limited
agreed a forward funding and pre-sale of this project to a
segregated mandate limited partnership managed by Alpha Real
Capital.
DKE (Wavertree) Limited, incorporated 24 April 2016 in England,
of which 100% of the GBP1 share capital was acquired on 6 October
2017. This company subsequently signed an option to acquire a
property in North West England and on 11 June 2018 exchanged
contracts on the property. The company has signed a 30 year CPI
linked agreement to lease with Inclusion Housing at a rent of
GBP168,740 per annum. In January 2019, DKE (Wavertree) Limited
agreed a forward funding and assignment of the contract of the
Wavertree property to Time: Social Freehold, a fund managed by Time
Investments.
As at the date of this report both projects have reached
practical completion.
In March 2021 we announced we had agreed outline terms for a
joint venture in the flexibility power sector and in May 2021
entered into a Joint Venture Agreement in relation to flexibility
power expert HSKB Ltd ("HSKB"). Dukemount successfully signed off a
subordinated funding package necessary to enable completion of the
senior debt funding for the gas peaking projects in September 2021
and announced in October 2021 that HSKB Limited ("HSKB"), in which
Dukemount holds a 50% interest, that it has successfully completed
the purchase of two special purpose companies. Each company
contains an 11kV gas peaking facility, which are ready to build,
with full planning permission and grid access. HSKB has also
changed its name to DKE Flexible Energy Limited ("DKE Energy"). DKE
Energy will initially build two gas peaking facilities. Dukemount
will manage the construction of the two sites and provide its
knowledge of long-dated income funding and finance to optimize the
capital structure. DKE Energy's management brings its technical,
operational and market expertise of the UK flexible power market,
as well as access to a pipeline of further deals. Dukemount
believes the opportunities presented by this joint venture to be an
important milestone for Dukemount to meet its projected growth
targets. Dukemount is set to rollout further joint venture projects
with a focus on gas peaking and battery storage facilities. Both
asset types balance the fluctuating power requirements of the grid
during periods of high-level demand or shortfalls of electricity
supply: a problem which is set to become more acute in the
transition to a greater reliance on renewable energy sources.
Performance of the Business during the Year and the Position at
the End of the Year
The Group reported a loss of GBP913,827 (2020: GBP331,649) for
the year ended 30 April 2021. The loss was primarily as a
consequence of fees in relation to the maintenance of the Company's
listing, costs incurred on completing our development projects and
pursuing transactions.
Net liabilities of the Group as at the year end were GBP617,835
(2020: net assets GBP90,918). Cash balances as at the year end were
GBP24,657 (2020: GBP408,411).
As a result of the loss made during the year, the net assets of
the Company closed at less than 50% of the issued share capital, in
breach of s142 of the Companies Act 2006. Subsequent to the
year-end, the Company has raised significant funding, correcting
the breach.
Key Performance Indicators ('KPIs')
The Board monitors the activities and performance of the Group
on a regular basis. The primary performance indicator applicable to
the Group at this stage of its development is the completion of
transactions to acquire investments properties simultaneously with
signing an agreement to lease with a Housing Association at a long
term profitable rental and locating cost effective funding.
The Directors are also of the opinion that a key primary
performance indicator applicable to the Group is the maintenance of
cash reserves held in cash and short-term investments.
2021 2020
Cash at bank GBP24,657 GBP408,411
______ ______
Following the year end, Dukemount raised GBP1million in equity
funding, and entered into financial arrangements allowing the Group
to draw up to GBP3.5million towards its gas peaking projects.
Directors' Statement Under Section 172 (1) of the Companies Act
2006
Section 172 (1) of the Companies Act obliges the Directors to
promote the success of the Company for the benefit of the Company's
members as a whole.
This section specifies that the Directors must act in good faith
when promoting the success of the Company and in doing so have
regard (amongst other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company's employees,
c) the need to foster the Company's business relationship with suppliers, customers and others,
d) the impact of the Company's operations on the community and environment,
e) the desirability of the Company maintaining a reputation for
high standards of business conduct, and
f) the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for
formulating the Company's strategy, which is to develop and manage
portfolios of properties to sell onto institutional investors on a
sale and leaseback basis and backed by long-term operational
tenants. Some key decisions were taken by the Board in this
financial year which were aimed to deliver on this strategy. This
included:
-- the development and practical completion of the Wavertree
redevelopment project. The building and certificate have been
handed over to the supported living housing association which has
entered into a long-term lease agreement for the property.
-- The ongoing development of the West Derby project, a full
development site, which involved the demolition of a large
structure and the building of 17 supported living apartments and
3,200 square feet of retail space, is expected to be at the
practical completion stage early in the fourth quarter of this
year
The Board places equal importance on all shareholders and
strives for transparent and effective external communications,
within the regulatory confines of a standard listed company. The
primary communication tool for regulatory matters and matters of
material substance is through the Regulatory News Service, ("RNS").
The Company's website is also updated regularly, and provides
further details on the business. We also are available to all
shareholders for interaction with the Board and management, in
order to raise any of their concerns.
The Directors believe they have acted in the way they consider
most likely to promote the success of the Company for the benefit
of its members as a whole, as required by Section 172 (1) of the
Companies Act 2006.
Social, community and human rights responsibility
The Board acknowledge that they will need to consider social and
community implications, particularly in the areas of operations,
and the Board will fully take into consideration and comply with
any necessary local requirements.
Whilst the Company has no female members on the Board, they
recognise the need to operate a gender diverse business, and they
will revisit this area and its appropriateness in relation to the
growth of the business. The Board will also ensure any future
employment takes into account the necessary diversity requirements
and compliance with all employment law. The Board has experience
and sufficient training/qualifications in dealing with such issues
to ensure they would meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines
setting out appropriate procedures for companies to follow to
ensure that they are compliant with the UK Bribery Act 2010. The
Company has conducted a review into its operational procedures to
consider the impact of the Bribery Act 2010 and continues to
monitor its procedures.
Principal Risks and Uncertainties
The Directors consider the principal risk for the Group to be
the maintenance of its cash reserves whilst it focuses on its new
development projects and targets further transactions in the
property sector.
The Group operates in an uncertain environment and is subject to
a number of risk factors. The Directors consider the following risk
factors to be of particular relevance to the Group's activities. It
should be noted that the list is not exhaustive and other risk
factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and
their effect on exchange rates, interest rates and inflation rates,
may impact the ultimate value of the Group regardless of its
operating performance. The Group also faces competition from other
organisations, some of which may have greater resources or be more
established in a particular territory in the property sector.
In particular, the Group has to marry up properties that are
suitable for supported living tenants, in areas where there is a
shortfall in demand for such properties, with the best Housing
Associations and Care Providers who in turn are acceptable to
funders. This process is both time consuming and complex at
times.
Adverse global economic conditions could limit the demand for
property and lead to developments being postponed. This fall in
demand could result in the business's operating results suffering
in the future after any proposed transactions.
The Board considers and reviews all market conditions to try and
mitigate any risks that may arise from these.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease,
if uncontrolled, on the general economic climate could have an
adverse effect on the Group. The recent outbreak of COVID-19 may
have an adverse effect on the Group's business, financial
situation, growth and prospects and has already had a material
adverse effect on overall business sentiment and the global
economy. There is no assurance there will not be similar outbreaks
of other diseases in the future. The impact of the imposition by
governments across the world of stringent measures to prevent the
spread of COVID-19 or other diseases, and the effect of COVID-19,
or any other severe communicable diseases outbreak in the future,
on the employees of the Group, could adversely affect the
performance of the business activities of the Group and those of
the customers, which could lead to a decrease in the demand for
their services. The Company's employees carry out their duties
remotely, via the network infrastructure in place. As a result,
there was no disruption to the operational activities of the
Company during the COVID-19 social distancing and working from home
restrictions. All key business functions continue to operate at
normal capacity.
Government and Local Authority Support
In circumstances where the Group might seek to sell the long
term income from the leases of Supported Living properties, the
'blue chip' nature of this income would appear considerably less
attractive to funds should the financial support from the State be
perceived as not readily available in the case of a failed Housing
Association.
Development Costs and Timing
Failure to estimate development and refurbishment costs
accurately could result in the Group not meeting forecast
profitability. Delays in the completion of a project could add to
increased costs and a loss of credibility for future projects.
Brexit
The longer term effect on the Group of Brexit is unknown. There
may be issues raising funds from investors in the short term,
however investor markets in the UK have continued to be strong and
it is too early to say if there will be any direct impact. The
Directors continue to monitor Brexit's impact on the Group.
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds
on terms which are acceptable to it (or at all) and, if such
funding is unavailable, the Group may be required to reduce the
scope of future transactions. Further, Shareholders' holdings of
Ordinary Shares may be materially diluted if debt financing is not
available.
Risks relating to the Group's business strategy
The Group is dependent on the ability of the Directors to
identify suitable transaction opportunities and to implement the
Group's strategy. There is no assurance that the Group's activities
will be successful in finding suitable transactions that will
ultimately be developed.
Dependence on key personnel and management risks
The Group's business is dependent on retaining the services of a
small management team and the loss of a key individual could have
an adverse effect on the future of the Group's business. The
Group's future success will also depend in large part upon its
ability to attract and retain highly skilled personnel. This risk
is managed by offering salaries that are competitive in the current
market. In addition to the Board the company utilises the expertise
of property professionals who have extensive experience and
knowledge in their field and provide valuable assistance to the
Board in locating suitable projects and negotiating contracts with
Housing Associations and providers of finance.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory
requirements may give rise to reputational, financial of other
sanctions against the Group, and therefore the Board considers
these risks seriously and designs, maintains and reviews the
policies and processes so as to mitigate or avoid these risks.
Whilst the Board has a good record of compliance, there is no
assurance that the Group's activities will always be compliant.
This Strategic Report was approved by the Board of Directors on
29 October 2021.
Geoffrey Dart
Director
The Directors present the Annual Report and the audited
financial statements for the year ended 30 April 2021.
The Group's Ordinary Shares were admitted to trading on the
London Stock Exchange, on the Official List pursuant to chapter 14
of the Listing Rules, which sets out the requirements for Standard
Listings, on 29 March 2017.
Principal Activities
The purpose of the Company is to acquire, develop, and manage
portfolios of properties to create long dated income. Once
properties have been developed, or even before development has been
completed, if the Company applies a forward funding business model,
they may be sold on to institutional investors. Key to this
proposition is the signature of long-term leases with operational
tenants. The rent, preferably CPI linked, provides the long-dated
income.
Directors
The Directors of the Company during the year ended 30 April 2021
were:
Geoffrey Gilbert Dart
Paul Terence Gazzard
Future developments
See the Strategic Report for anticipated future developments of
the Group.
Dividends
The Directors do not propose a dividend in respect of the year
ended 30 April 2021 (2020: Nil).
Corporate Governance
As a Group listed on the standard segment of the Official UK
Listing Authority, the Group is not required to comply with the
provisions of the UK Corporate Governance Code.
The Group does not choose to voluntarily comply with the UK
Corporate Governance Code. However, in the interests of observing
best practice on corporate governance, the Group has regard to the
provisions of the Corporate Governance Code insofar as is
appropriate, except that:
-- Given the size of the Board and the Group's current size,
certain provisions of the Corporate Governance Code (in particular
the provisions relating to the composition of the Board and the
division of responsibilities between the Chairman and Chief
Executive), are not being complied with by the Group as the Board
considers these provisions to be inapplicable.
-- Until the Group has accumulated sufficient reserves and
appointed two additional Non-Executive Directors it will not have
separate audit and risk, nomination or remuneration committees. The
Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the Group.
-- The UK Corporate Governance Code recommends the submission of
all Directors for re-election at annual intervals.
-- The Board do not consider an internal audit function to be
necessary for the Group at this time due to the limited number of
transactions.
The Directors are responsible for internal control in the Group
and for reviewing effectiveness. Due to the size of the Group, all
key decisions are made by the Board. The Directors have reviewed
the effectiveness of the Group's systems during the period under
review and consider that there have been no material losses,
contingencies or uncertainties due to weaknesses in the
controls.
Carbon emissions
The Group currently has no employees other than the Directors
and uses a rented office. Therefore the Group has minimal carbon
emissions and it is not practical to obtain emissions data at this
stage. The Group's operations are in connection with overseeing the
development of the two sites that have been sold on to
institutional investors. They have also engaged with the contractor
used to ensure that the construction is undertaken within laws and
regulations.
Directors and Directors' Interests
The Directors who held office during the period and to the date
of approval of these Financial Statements had the following
beneficial interests in the ordinary shares of the Group.
Warrant interest
Ordinary shares Ordinary shares Warrants interest 30 April
30 April 2021 30 April 2020 30 April 2021 2020
No. No. No. No.
Geoffrey Dart* 4,666,666 101,666,666 64,000 27,064,000
Paul Gazzard 4,000,000 4,000,000 - -
* Geoffrey Dart is a Director of Chesterfield Capital Limited
which holds the 4,666,666 shares and 64,000 warrants.
Going Concern
The Group has assessed the Covid-19 impact on its ability to
continue as a going concern. The Group considers that the events
arising from the Covid-19 outbreak do not impact on its use of the
going concern basis of preparation nor do they cast significant
doubt over the Group's and Company's ability to continue as a going
concern for the period of at least twelve months from the date when
the financial statements are authorised for issue. The Directors,
having made due and careful enquiry, are of the opinion that the
Group will have access to adequate working capital to meet its
obligations over the next 12 months. Further consideration from the
Directors in respect of going concern is given in note 2(c). The
Directors therefore have made an informed judgement, at the time of
approving the financial statements, that there is a reasonable
expectation that the Group and Company have adequate resources to
continue in operational existence for the foreseeable future. As a
result, the Directors have adopted the going concern basis of
accounting in the preparation of the annual financial
statements.
Employees
The Group has no employees other than the Directors.
Financial Risk Management
The Group has a simple capital structure and its principal
financial asset is cash. The Group has no material exposure to
market risk or currency risk and the Directors manage its exposure
to liquidity risk by maintaining adequate cash reserves and
ensuring any debt financing is at a competitive interest rate which
can be maintained within the Group's cash resources going
forward.
Further details regarding risks are detailed in note 2(p) to the
financial statements.
Statement of Directors' responsibilities pursuant to the
disclosure and transparency rules
The Directors are responsible for preparing the Annual 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
have elected to prepare the Group and Parent Company financial
statements in accordance with financial reporting framework that
has been applied in their preparation is applicable law and
international accounting standards in conformity with the
requirements of the Companies Act 2006. . 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 Group and Parent Company and of the profit or loss
of the Group for that year.
In preparing these financial statements, the Directors are
required to:
-- Select suitable accounting policies and then apply them consistently;
-- Make judgments and accounting estimates that are reasonable and prudent;
-- State whether applicable international accounting standards
in conformity with the requirements of the Companies Act 2006 have
been followed, subject to any material departures disclosed and
explained in the financial statements; and
-- Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Parent Company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Parent Company
and enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets of
the Group and Parent 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 Group
and Parent Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of the consolidated
financial statements may differ from legislation in other
jurisdictions.
Statement of Directors' responsibilities (continued)
The Directors consider that the Annual Report and Financial
Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group and Parent Company's position, performance, business
model and strategy.
Each of the Directors, whose names and functions are listed on
page 4 confirm that, to the best of their knowledge and belief:
-- The financial statements have been prepared in accordance
with international financial reporting standards adopted pursuant
to Regulation (EC) No.1606/2002 as it applies in the European Union
and give a true and fair view of the assets, liabilities, financial
position and loss of the Group and Parent Company; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Group and Parent Company, together with a description of the
principal risks and uncertainties that they face.
Provision of information to auditor
So far as each of the Directors is aware at the time this report
is approved:
-- there is no relevant audit information of which the Group'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.
Auditors
PKF Littlejohn LLP, the auditor, has indicated their willingness
to continue in office as auditor. PKF Littlejohn LLP will be
proposed for reappointment in accordance with Section 485 of the
Companies Act 2006.
Subsequent Events
Details of events after the reporting period are disclosed in
Note 20
Approved by the Board on 29 October 2021, and signed on its
behalf by:
Geoffrey Dart
Director
This remuneration report sets out the Group's policy on the
remuneration of executive and non-executive Directors together with
details of Directors' remuneration packages and service contracts
for the financial year ended 30 April 2021.
Until several transactions have been completed and until it has
accumulated sufficient reserves to justify the appointment of two
additional Non-Executive directors, the Group will not have a
separate remuneration committee. The Board as a whole will instead
review the scale and structure of the Directors' fees, taking into
account the interests of shareholders and the performance of the
Group and Directors.
The items included in this report are unaudited unless otherwise
stated.
Audited information
Directors' emoluments and compensation
Set out below are the emoluments of the Directors for the year
ended 30 April 2021 .
Benefits Total Total % change
Name of Director Salary and fees 2021 2020 from 2020
GBP GBP GBP GBP
Geoffrey Dart 75,000 10,303 85,303 155,000 -52%
Paul Gazzard 27,500 - 27,500 27,500 -%
TOTAL 102,500 10,303 112,803 182,500 -52%
================ ========= ======== ======== ===========
All remuneration is considered to relate to short term
benefits.
Geoffrey Dart, exercised 27,000,000 warrants at a price of 0.5p
per share and thereby providing the Company with gross proceeds of
GBP135,000. There was no gain on the exercise.
Unaudited information
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment
contracts.
The Directors who held office at 30 April 2021 and who had
beneficial interests in the Ordinary Shares of the Group and
details of these beneficial interests can be found in the
Directors' Report.
Terms of appointment
The services of the Directors, provided under the terms of
agreement with the Group, are dated as follows:
Director Year of appointment Number of years Date of current
completed engagement letter
Geoffrey Dart 2011 9 16 March 2017
Paul Gazzard 2017 4 29 June 2017
In accordance with the above agreements the Directors are
subject to 6 months' notice periods and an annual review.
Other matters
The Group does not have any pension plans for any of the
Directors and does not pay pension amounts in relation to their
remuneration. The Group has not paid out any excess retirement
benefits to any Directors or past Directors.
Remuneration Policy
In setting the policy, the Board has taken the following into
account:
-- The need to attract, retain and motivate individuals of a
calibre who will ensure successful leadership and management of the
Group;
-- The Group's general aim of seeking to reward all employees
fairly according to the nature of their role and their
performance;
-- Remuneration packages offered by similar companies within the same sector;
-- The need to align the interests of shareholders as a whole
with the long-term growth of the Group; and
-- The need to be flexible and adjust with operational changes
throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element Purpose Policy Operation Opportunity
and performance
conditions
-------------- ---------------- --------------------------------- --------------- ---------------------
Executive directors
Base salary To award The remuneration of Directors Paid monthly The total
for services is based on the recommendations and will be value of Directors'
provided of the Chairman and comparison reviewable fees that
with other companies annually. may be paid
of a similar size and is limited
sector. Any Director by the Group's
who serves on any committee, Articles of
or who devotes special Association
attention to the business to
of the Group, or who GBP200,000
otherwise performs services per annum.
which in the opinion
of the Directors are
outside the scope of
the ordinary duties of
a Director, may be paid
such extra remuneration
as the Directors may
determine.
---------------- --------------------------------- --------------- ---------------------
Pension N/A Not awarded N/A N/A
---------------- --------------------------------- --------------- ---------------------
Benefits To assist Some directors have been Paid annually Benefit deemed
with performing provided with medical and reviewable to be a tax
their roles insurance annually benefit for
the directors
---------------- --------------------------------- --------------- ---------------------
Annual Bonus N/A Annual bonuses of the N/A N/A
Directors is based on
the recommendations of
the Chairman and comparison
with other companies
of a similar size and
sector.
---------------- --------------------------------- --------------- ---------------------
Share Options N/A As above N/A N/A
---------------- --------------------------------- --------------- ---------------------
The company does not have any non executive Directors. If
appointed in the future the Company will consider the remuneration
of these Directors.
Notes to the Future Policy Table
The Directors are reimbursed all travelling, hotel and other
expenses they may incur in attending meetings of the Directors or
general meetings or otherwise in connection with the discharge of
their duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and
guidance from shareholder bodies. This feedback, plus any
additional feedback received from time to time, is considered as
part of the Group's annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the
relevant role, internal relativities, the individual's experience
and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time (e.g. two to
three years), subject to performance in the role. Benefits will
generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that
the Group will meet certain relocation and/or incidental expenses
as appropriate.
There are no incentives for directors relating to the
performance of the share price of the company.
Approved on behalf of the Board of Directors.
Geoffrey Dart
Director & Executive Chairman
29 October 2021
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL
PLC
Opinion
We have audited the financial statements of Dukemount Capital
Plc (the 'parent company') and its subsidiaries (the 'group') for
the year ended 30 April 2021 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and
Parent Company Statements of Changes in Equity, the Consolidated
and Parent Company Statements 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 international accounting
standards in conformity with the requirements of the Companies Act
2006 and as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 30
April 2021 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006;
-- the parent company financial statements have been properly
prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and as
applied in accordance with the provisions of the Companies Act
2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006; and as regard to
the group financial statements, international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
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 group
and parent 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
director's 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 group's and parent
company's ability to continue to adopt the going concern basis of
accounting included obtaining management's going concern assessment
and associated cash flow forecasts for the period of 12 months from
the date of approval of the financial statements. We have reviewed
the assumptions applied in the cash flow forecast for
reasonableness, and compared to historical financial
information.
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
group's or parent 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.
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements. For the purposes of
determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced.
We also determine a level of performance materiality which we use
to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole.
We determined the group materiality for the financial statements
as a whole to be GBP33,000 (2020: GBP23,000), which was based on 5%
of the loss for the year. This benchmark is considered appropriate
because the principal driving force of the business is expenditure
incurred and the realisable return on the development contract.
Several adjustments were identified during the course of the audit,
however the materiality level of GBP33,000 was still considered
appropriate and with no revisions necessary. Our objective in
adopting this approach is to ensure that total detected and
undetected audit differences do not exceed our planning materiality
of GBP23,100 for the financial statements as a whole.
The group was audited to a level of materiality of GBP33,000
(2020: GBP23,000), the parent company materiality was set at
GBP31,000 (2020: GBP17,500) with performance materiality set at
GBP23,100 (2020: GBP16,100) and GBP21,700 (2020: GBP12,250)
respectively. We applied the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements. At the planning stage, materiality is used to
determine the financial statement areas that are included within
the scope of our audit and the extent of sample sizes during the
audit. This is reviewed accordingly during audit fieldwork and
completion dependent on adjustments made during the audit.
We agreed with the board that we would report all audit
differences identified during the course of our audit in excess of
our triviality level of GBP1,650 (2020: GBP1,150) and GBP1,550
(2020: GBP875) for Group and Company respectively. There were
certain misstatements identified during the course of our audit
that were individually considered to be material and adjusted for
by management.
Our approach to the audit
In designing our audit approach, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular we assessed the areas involving
significant accounting estimates and judgements by the directors in
respect of the recoverability of the debtors and management's
assessment in going concern and considered future events that are
inherently uncertain. We also addressed the risk of management
override of internal controls, including evaluation whether there
was evidence of bias by the directors that represented a risk of
material misstatement due to fraud .
All subsidiaries were fully audited by the same audit team, with
a full scope audit being performed on the complete financial
information of the subsidiaries.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, 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.
Key Audit Matter How our scope addressed this matter
Revenue recognition
=================================================================
Under ISA (UK) 240 there is a presumption Our work in this area included:
that revenue recognition is a risk * A review of the revenue recognition policy for the
of material misstatement due to group in light of the requirements of IFRS 15.
fraud. Revenue is generated from
the principle activity of the group
(being development of real estate * Updating our understanding of the internal control
portfolios specialising mainly environment in operation for the income streams;
in the supported living and hotels
sector). Revenue is recognised
in accordance with IFRS 15 Revenue * Reviewing the estimated stage of completion in line
from Contracts with Customers, with costs incurred, forecasts and management
based on the completion percentage estimations;
of a contract and involves significant
management estimations and judgements.
* Reviewing and scrutinising the basis of recognition
We assessed revenue recognition of costs of complete;
as a fraud risk as revenue forms
the basis for certain of the Group's
key performance indicators. As * Performing substantive transactional testing of
a result, we consider a significant income recognised in the financial statements,
risk of material misstatement to including deferred and accrued income balances
arise from the recognition of revenue recognised at year-end; and
throughout the year.
* Ensuring revenue is disclosed in accordance with
IFRS15.
* We also considered the adequacy of the group's
disclosures relating to revenue recognition in notes
1f and 3.
Based on procedures performed,
we did not identify any evidence
of material misstatement in the
revenue recognised in the year
.
=================================================================
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 group and parent company 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 year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company 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, the directors are responsible for the preparation of the
group and parent company 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 group and parent company financial statements,
the directors are responsible for assessing the group's and the
parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management, industry
research, and the application of our cumulative audit knowledge and
experience of the sector.
-- We determined the principal laws and regulations relevant to
the group and parent company in this regard to be those arising
from Companies Act 2006, LSE listing rules, and Disclosure and
Transparency Rules.
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Enquiries of management, review of minutes, and review of
legal and regulatory correspondence.
-- We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from
management override of controls.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 15 May 2019 to audit the
financial statements for the year ended 30 April 2019 and
subsequent financial periods. Our total uninterrupted period of
engagement is 9 years, covering the periods ended 30 April 2012 to
30 April 2021.
During the period to 28 August 2020, Welbeck Associates Limited
provided trust account services to Dukemount Capital Plc. The trust
account was administered by a director of Welbeck Associates
Limited, who is also a partner of PKF Littlejohn LLP. This service
involved the use of an account held in trust to collate and
transfer receipts from potential equity investors into the company
relating to funds brokered by Peterhouse Capital Limited.
We are satisfied that it does not meet the definition of
accounting services under the FRC Ethical Standard which would be
subject to an outright prohibition under the FRC Ethical Standard.
This is because they do not involve the maintenance of accounting
records nor do they involve the preparation of financial statements
or other subject matter. It is Peterhouse Capital Limited which
maintains the accounting records relevant to this service.
Our safeguards in respect of this non-audit service have centred
on the fact that the partner connected to the trust account
services to 28 August 2020 was not involved in the audit engagement
in any capacity. The service did not involve making any judgements
and as noted above, instructions were taken only from Peterhouse
Capital Limited and not from Dukemount Capital Plc. We confirm that
this safeguard was applied and that it enables us to conclude that
our professional judgement and our audit report are not affected by
the provision of the trust account service.
No non-audit services were provided to the Group during the
year.
Our audit opinion is consistent with the additional report to
the Board.
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.
Zahir Khaki (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29 October 2021
--
Note Group Group
2021 2020
Continuing operations GBP GBP
Revenue from contracts with customers 3 3,296,730 2,387,704
Cost of sales (3,483,700) (2,264,405)
_______ _______
Gross Profit/(Loss) (186,970) 123,299
Other income 14,750 -
Administrative expenses 4 (741,636) (454,955)
_______ _______
Operating loss (913,856) (331,656)
Interest received 29 7
_______ _______
Loss before taxation (913,827) (331,649)
Income tax 7 - -
_______ _______
Loss for the year attributable to
equity owners (913,827) (331,649)
_______ _______
Total comprehensive income for the
year attributable to the equity
owners (913,827) (331,649)
_______ _______
Earnings per share attributable
to equity owners
Basic and diluted (pence) 11 (0.0020) (0.00090)
_______ _______
The Accounting Policies and Notes form part of the financial
statements.
Note 30 April 2021 30 April 2020
GBP GBP
Assets
Current Assets
Trade and other receivables 9 576,316 609,558
Cash and cash equivalents 24,657 408,411
_______ _______
Total Assets 600,973 1,017,969
_______ _______
Equity and Liabilities
Equity
Share capital 12 481,283 439,033
Share premium 13 1,115,035 952,211
Share based payments reserve 2,960 30,499
Retained deficit (2,217,113) (1,330,825)
_______ _______
(617,835) 90,918
Current Liabilities
Trade and other payables 15 1,218,808 927,051
_______ _______
Total Equity and Liabilities 600,973 1,017,969
_______ _______
These Consolidated Financial Statements were approved and
authorised for issue by the Board of Directors and were signed on
its behalf on 29 October 2021.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial
statements.
Note 30 April 2021 30 April 2020
GBP GBP
Assets
Non current assets
Investment in Subsidiaries 8 101 101
Current Assets
Trade and other receivables 9 133,324 297,931
Cash and cash equivalents 14,505 157,365
_______ _______
Total Assets 147,829 455,397
_______ _______
Equity and Liabilities
Equity
Share capital 12 481,283 439,033
Share premium 13 1,115,035 952,211
Share based payments reserve 2,960 30,499
Retained deficit (2,190,926) (1,537,788)
_______ _______
(591,648) (116,044)
Current Liabilities
Trade and other payables 15 739,477 571,441
_______ _______
Total Equity and Liabilities 147,829 455,397
_______ _______
The Company has elected to take the exemption under Section 408
of the Companies Act 2006 from presenting the Parent Company Income
Statement and Statement of Comprehensive Income. The loss for the
Parent Company for the year was GBP680,677 (2020: GBP381,388) and
the total comprehensive loss for the year was GBP680,677 (2020:
GBP381,388).
These Financial Statements were approved and authorised for
issue by the Board of Directors and were signed on its behalf on 29
October 2021.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial
statements.
Share Share Share Retained Total
capital premium based deficit
payment
reserve
GBP GBP GBP GBP GBP
Balance as at 1 May 2019 366,166 789,671 30,499 (999,176) 187,160
--------- ---------- --------- ------------ ----------
Loss for the year - - - (331,649) (331,649)
Other comprehensive income - - - - -
Total comprehensive income
for the year - - - (331,649) (331,649)
--------- ---------- --------- ------------ ----------
Transactions with equity
owners
Issue of ordinary shares 72,867 162,540 - - 235,407
--------- ---------- --------- ------------ ----------
Total transactions with
owners 72,867 162,540 - - 235,407
--------- ---------- --------- ------------ ----------
Balance as at 30 April 2020 439,033 952,211 30,499 (1,330,825) 90,918
--------- ---------- --------- ------------ ----------
Loss for the year - - - (913,827) (913,827)
Other comprehensive income - - - - -
Total comprehensive income
for the year - - - (913,827) (913,827)
--------- ---------- --------- ------------ ------------
Transactions with equity
owners
Issue of ordinary shares 42,250 162,824 - - 205,074
Exercise of warrants - - (27,539) 27,539 -
--------- ---------- --------- ------------ ------------
Total transactions with owners 42,250 162,824 (27,539) 27,539 205,074
--------- ---------- --------- ------------ ------------
Balance as at 30 April 2021 481,283 1,115,035 2,960 (2,217,113) (617,835)
--------- ---------- --------- ------------ ------------
The Accounting Policies and Notes form part of the financial
statements.
Share Share Share based Retained Total
Capital premium payments deficit
reserve
GBP GBP GBP GBP GBP
Balance as at 1 May 2019 366,166 789,671 30,499 (1,156,400) 29,936
---------- ------------- ------------------ ------------ ------------
Loss for the year - - - (381,388) (381,388)
Other comprehensive income - - - - -
Total comprehensive income
for the year - - - (381,388) (381,388)
---------- ------------- ------------------ ------------ ------------
Transactions with equity
owners
Issue of ordinary shares 72,867 162,540 - - 235,407
---------- ------------- ------------------ ------------ ------------
Total transactions with owners 72,867 162,540 - - 235,407
---------- ------------- ------------------ ------------ ------------
Balance as at 30 April 2020 439,033 952,211 30,499 (1,537,788) (116,044)
---------- ------------- ------------------ ------------ ------------
Loss for the year - - - (680,677) (680,677)
Other comprehensive income - - - - -
Total comprehensive income
for the year - - - (680,677) (680,677)
-------- ---------- --------- ------------ ----------
Transactions with equity
owners
Issue of ordinary shares 42,250 162,824 - - 205,074
Exercise of warrants - - (27,539) 27,539 -
-------- ---------- --------- ------------ ----------
Total transactions with owners 42,250 162,824 (27,539) 27,539 205,074
-------- ---------- --------- ------------ ----------
Balance as at 30 April 2021 481,283 1,115,035 2,960 (2,190,926) (591,648)
-------- ---------- --------- ------------ ----------
The Accounting Policies and Notes form part of the financial
statements.
Note 2021 2020
GBP GBP
Cash Flows from Operating Activities
Loss before taxation (913,827) (331,649)
Changes in working capital:
(Increase)/Decrease in trade and other
receivables 33,242 67,579
Increase/(Decrease) in trade and other
payables 265,070 412,151
---------- ----------
Net Cash generated from/(used in)
Operating Activities (615,515) 148,081
---------- ----------
Cash Flows from Financing Activities
Net proceeds from issue of shares 12 231,761 234,407
Net Cash generated from/used in Financing
Activities 231,761 234,407
---------- ----------
Net Increase/(Decrease) in Cash and
Cash Equivalents (383,754) 383,488
---------- ----------
Cash and cash equivalents at the beginning
of the year 408,411 24,923
---------- ----------
Cash and Cash Equivalents at the End
of the Year 24,657 408,411
---------- ----------
The Accounting Policies and Notes form part of the financial
statements.
Note 2021 2020
GBP GBP
Cash Flows from Operating Activities
Loss before taxation (680,677) (381,388)
Adjustments for:
Share based payment 14 - -
Changes in working capital:
(Increase)/Decrease in trade and other
receivables 283,435 (271,748)
Increase /(Decrease)in trade and other
payables 168,137 259,165
Net Cash used in Operating Activities (229,105) (393,971)
---------- ------------
Cash Flows from Investing Activities
Funding issued/repaid from subsidiary
undertakings (145,516) 300,600
----------------- ----------
Net Cash generated (used in)/from
Investing Activities (145,516) 300,600
----------------- ----------
Cash Flows from Financing Activities
Net proceeds from fundraising 12 231,761 234,407
Net Cash generated from/used in Financing
Activities 231,761 234,407
---------- ------------
Net Increase/(Decrease) in Cash and
Cash Equivalents (142,860) 142,026
---------- ------------
Cash and cash equivalents at the beginning
of the year 157,365 15,339
---------- ------------
Cash and Cash Equivalents at the End
of the Year 14,505 157,365
---------- ------------
The Accounting Policies and Notes form part of the financial
statements.
1. General Information
Dukemount Capital Plc was incorporated in the UK on 20 April
2011 as a public limited company with the name Black Lion Capital
Plc. The Company subsequently changed its name to Black Eagle
Capital Plc on 13 September 2011 and on 15 November 2016 changed
its name to Dukemount Capital Plc. On 29 March 2017 the Company was
admitted to the London Stock Exchange by way of a standard
listing.
The Group's principal activity is to acquire, manage, develop
and, where appropriate on-sell, real estate portfolios specialising
mainly in the supported living and hotels sector.
The parent company's registered office is located at 50 Jermyn
Street, London SW1Y 6LX.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the periods presented, unless
otherwise stated.
a) Basis of Preparation of Financial Statements
The financial statements of Dukemount Capital Plc have been
prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and
international financial reporting standards adopted pursuant to
Regulation (EC) No.1606/2002 as it applies in the European Union.
The financial statements have been prepared under the historical
cost convention.
The financial statements are presented in Pound Sterling (GBP),
rounded to the nearest pound.
The consolidated entities include the wholly owned subsidiaries
DKE (North West) Limited and DKE (Wavertree) Limited.
The individual entity financial statements of each subsidiary
were prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (FRS 101).
b) Basis of consolidation
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control
ceases.
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the
subsidiary.
2. Summary of Significant Accounting Policies (continued)
b) Basis of consolidation (continued)
The group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the
liabilities incurred to the former owners of the acquiree and the
equity interests issued by the group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date. The group recognises any non-controlling interest
in the acquired companies on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interest's
proportionate share of the recognised amounts of acquiree's
identifiable net assets.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated. When necessary, amounts reported by
subsidiaries have been adjusted to conform with the group's
accounting policies.
c) Going Concern
The preparation of financial statements requires an assessment
on the validity of the going concern assumption.
The Directors have reviewed projections for a period of at least
12 months from the date of approval of the Financial
Statements.
The Directors have assessed the Covid -- 19 impact on its
ability to continue as a going concern. They consider that the
events arising from the Covid -- 19 outbreak do not impact on its
use of the going concern basis of preparation nor do they cast
significant doubt over the company's ability to continue as a going
concern for the period of at least twelve months from the date when
the financial statements are authorised for issue.
In making their assessment of going concern, the Directors
acknowledge that the Group has a very small cost base, and
development of its existing projects have been pre-funded. The
group's forecasts and projections, taking account of reasonably
possible changes in trading performance, show that the Group has
sufficient funds following events after the year end. Since the
year end, Dukemount raised GBP1million in equity funding, and also
entered into other financial arrangements allowing the Group to
draw up to GBP3.5million towards its gas peaking projects. The
funds are raised are sufficient to ensure that the Parent and Group
have the ability to pay their third party debts as they fall
due.
The directors note that the Group has always been successful
with past fundraises and continue to believe strongly in the
Group's projects. Accordingly, the Board believes it is appropriate
to adopt the going concern basis in the preparation of the
Financial Statements.
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2020
The Company has applied the following standard and amendments
for the first time for its annual reporting period commencing 1 May
2020
-- Definition of Material - Amendments to IAS 1 and IAS 8;
-- Definition of a Business - Amendments to IFRS 3;
-- Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7;
-- Revised Conceptual Framework for Financial Reporting;
-- Annual improvements to IFRS Standards 2018-2020 Cycle; and
-- COVID-19 related rent concessions - Amendments to IFRS.
The adoption of these standards and amendments have not had a
material impact on the Group or Company in the year.
In issue but not effective for periods commencing on 1 May
2020
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
April 2021 and have not been applied in preparing these financial
statements. None of these are expected to have a significant effect
on the financial statements of the company, except the following
set out below:
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group or Company
e) Segmental reporting
Identifying and assessing investment projects is the only
activity the Group is involved in and is therefore considered as
the only operating/reportable segment. As the subsidiaries grow and
acquire additional properties and projects, management will then
consider them as separate reportable segments.
Therefore the financial information of the single segment is the
same as that set out in the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Changes in Equity and
the Statement of Cashflows.
f) Revenue from contracts with customers
Revenue relates to amounts contractually due under a property
development agreement at the balance sheet date relating to the
stage of completion of a contract as measured by surveys of work
performed to date. Revenue is recognised for services when the
Group has satisfied its contractual performance obligation in
respect of the services. The amount recognised for the services
performed is the consideration that the Group is entitled to for
performing the services provided. Revenue from contracts with
customers is recognised over time.
Estimates of revenues, costs or extent of progress toward
completion are revised if circumstances change, and may include
cost contingencies to take into account specific risks within each
contract. Cost contingencies are reviewed on a regular basis
throughout the life of the contract. However, the nature of the
risks on projects are such that they often cannot be resolved until
the end of the project and therefore may reverse until the end of
the project. Any resulting increases or decreases in estimated
revenues or costs are reflected in profit or loss in the period in
which the circumstances that give rise to the revision become known
by management. The estimated final outcomes on projects are
continuously reviewed, and adjustments are made when necessary.
Provision is made for all known or expected losses on individual
contracts once such losses are foreseen.
Where costs incurred plus recognised profits less recognised
losses exceed progress billings, the balance is recognised as
contract assets within trade and other receivables. Where progress
billings exceed costs incurred plus recognised profits less
recognised losses, the balance is recognised as contract
liabilities within trade and other payables.
2. Summary of Significant Accounting Policies (continued)
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and
deposit balances with banks similar. This definition is also used
for the Statement of Cash Flows.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk.
The Group considers that it is not exposed to major
concentrations of credit risk.
h) Financial Instruments
Financial assets
The Group and Company classifies its financial assets in the
following measurement categories:
-- Those to be measured subsequently at fair value through profit or loss; and
-- Those to be measured at amortised cost.
The classification depends on the business model for managing
the financial assets and the contractual terms of the cash flows.
Financial assets are classified as at amortised cost only if both
of the following criteria are met:
-- The asset is held within a business model whose objective is
to collect contractual cash flows; and
-- The contractual terms give rise to cash flows that are solely
payments of principal and interest.
Financial assets at amortised cost are subsequently measured
using the effective interest rate (EIR) method and are subject to
impairment. The Group's and Company's financial assets at amortised
cost include trade and other receivables, contract assets and cash
and cash equivalents. A financial asset (or, where applicable, a
part of a financial asset or part of a group of similar financial
assets) is primarily derecognised when:
-- The rights to receive cash flows from the asset have expired; or
-- The Group and Company has transferred its rights to receive
cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party
under a 'pass-through' arrangement; and either (a) the Group and
Company has transferred substantially all the risks and rewards of
the asset, or (b) the Group and Company has neither transferred nor
retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
The Group currently does not recognise an allowance for expected
credit losses (ECLs) for all debt instruments not held at fair
value through profit or loss, as the effect would be immaterial on
these financial statements. ECLs are based on the difference
between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected
cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual
terms.
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Group applies the
simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's
lifetime ECL at each reporting date. The Group assesses a
non-performing debt based on the payment terms of the
receivable.
2. Summary of Significant Accounting Policies (continued)
i) Financial Instruments (continued)
i) Financial liabilities
Financial liabilities, comprising trade and other payables, are
held at amortised cost.
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 and other payables are recognised initially at fair value,
and subsequently measured at amortised cost using the effective
interest method.
j) De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
-- the right to receive cash flows from the asset has expired;
-- the Group retains the right to receive cash flows from the
asset, but has assumed an obligation to pay them in full without
material delay to a third party under a pass-through arrangement;
or
-- the Group has transferred the rights to receive cash flows
from the asset, and either has transferred substantially all the
risks and rewards of the asset or has neither transferred nor
retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
ii. Financial Liabilities
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. Where an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
statement of comprehensive income.
2. Summary of Significant Accounting Policies (continued)
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the year.
Tax is recognised in profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or
recognised in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have
been enacted or substantively enacted at the reporting date.
Deferred tax
Deferred tax is recognised using the liability method in respect
of temporary differences arising from differences between the
carrying amount of assets and liabilities in the Financial
Statements and the corresponding tax bases used in the computation
of taxable profit. However, deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a
transaction that at the time of the transaction affects neither
accounting nor taxable profit or loss. In principle, deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and
liabilities relate to income taxes
levied by the same taxation authority on either the same taxable
entity or different taxable entities where there is an intention to
settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have
been enacted or substantively enacted at the Statement of Financial
Position date and are expected to apply to the period when the
deferred tax asset is realised or the deferred tax liability is
settled.
Deferred tax assets and liabilities are not discounted.
l) Equity
Equity comprises the following:
-- Share capital representing the nominal value of the equity shares;
-- Share premium representing consideration less nominal value
of issued shares and costs directly attributable to the issue of
new shares;
-- Share based payments reserve representing the fair value of
share based payments valued in accordance with IFRS 2.
2. Summary of Significant Accounting Policies (continued)
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has issued warrants over the ordinary share capital as
described in note 15. In accordance with IFRS 2, the total amount
to be expensed over the vesting period for warrants issued for
services is determined by reference to the fair value of the
warrants granted, excluding non--market vesting conditions.
Non--market vesting conditions are included in assumptions about
the number of warrants that are expected to vest.
For warrants issued relating to the raising of finance, the
relevant expense is offset against the share premium account. The
total amount to be expensed is determined by reference to the fair
rate of the warrants granted, excluding non--market vesting
conditions. Non--market vesting conditions are included in
assumptions about the number of warrants that are expected to
vest.
o) Investments
Equity investments in subsidiaries are held at cost, less any
provision for impairment.
p) Financial Risk Management
Financial Risk Factors
The Group's activities expose it to a variety of financial
risks: market risk (price risk), credit risk and liquidity risk.
The Group's overall risk management programme seeks to minimise
potential adverse effects on the Group's financial performance.
None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so
is not exposed to market risk in terms of foreign exchange risk.
The Group will require funding to acquire and develop and/or
refurbish its properties and accordingly will be subject to
interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk - price risk
The Group was exposed to equity securities price risk because of
investments held by the Group, classified as available-for-sale
financial assets. These assets were sold in the year, and therefore
the carrying value at the year end is GBPNil, which represents the
maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors
will revisit the appropriateness of this policy should the Group's
operations change in size or nature.
Credit risk
Credit risk arises from cash and cash equivalents as well as any
outstanding receivables. Management does not expect any losses from
non-performance of these receivables. The amount of exposure to any
individual counter party is subject to a limit, which is assessed
by the Board.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk, which is
stated under the cash and cash equivalents accounting policy.
2. Summary of Significant Accounting Policies (continued)
Liquidity risk
Liquidity risk arises from the Group's management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due. The proceeds
raised from the placing are being held as cash to enable the Group
to fund a transaction as and when a suitable target is found.
Controls over expenditure are carefully managed, in order to
maintain its cash reserves whilst it targets a suitable
transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group's objectives when managing capital is to safeguard the
Group's ability to continue as a going concern, in order to provide
returns for shareholders and benefits for other stakeholders, and
to maintain an optimal capital structure. The Group has no
borrowings.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return
capital to shareholders or issue new shares.
The Group monitors capital on the basis of the total equity held
by the Group, being a net asset of GBP90,918 as at 30 April 2020
(2019: net asset GBP187,160).
q) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the
future as required by the preparation of the financial statements
in conformity with EU endorsed IFRSs. The resulting accounting
estimates will, by definition, seldom equal the related actual
results.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
i. Share based payments
In accordance with IFRS 2 'Share Based Payments' the Group has
recognised the fair value of warrants calculated using the
Black-Scholes option pricing model. The Directors have made
significant assumptions particularly regarding the volatility of
the share price at the grant date in order to calculate a total
fair value. Further information is disclosed in Note 15.
ii) Percentage completion method used for long term
contracts
The Group makes an estimate of the stage of completion of a
development project based on the costs incurred at the year end.
Management then make assumptions regarding the collectability of
billings and expected future costs. The method used is as stated in
the constructions contract accounting policy 2f). Estimation
uncertainty will exist with regard to the gross profit being
recognised at the year end. The Directors believe that this
uncertainty is reduced to an acceptable level by using quantity
surveyors' reports to assess the stage of contract completion at
the year end .
iii) Intercompany balances
Subsequent to the year end, the Company has also commenced a
group reorganisation process of novating and capitalising
intercompany debts and whilst this process is ongoing they have
concluded that no impairment is required at 30 April 2021.
3. Revenue
Analysis of turnover by geography:
2021 2020
GBP GBP
United Kingdom 3,926,730 2,387,704
3,926,730 2,387,704
------------- --------------
Analysis of turnover by category:
2021 2020
GBP GBP
Property management and building development
services 3,926,730 2,387,704
3,926,730 2,387,704
------------- --------------
All revenue is recognised over time.
4. Expenses by Nature
2021 2020
GBP GBP
Directors' fees 102,500 177,500
Establishment costs 27,219 33,924
Legal and professional fees 460,629 185,772
Listing/ regulatory costs 89,689 30,461
Travel and accommodation 2,791 6,398
Other expenses 58,808 20,900
______ ______
Total Administrative Expenses 741,636 454,955
______ ______
5. Directors' Remuneration
Company
2021 2020
GBP GBP
Geoffrey Dart 85,303 150,000
Paul Gazzard 27,500 27,500
_____ _____
Total 112,803 177,500
______ ______
Other benefits of GBP10,303 (2020: GBPnil) were also paid to the
directors.
Details of directors' remuneration are included in the
Directors' Remuneration Report.
The average number of employees (including directors) during the
year was 2 (2020: 2).
6. Services provided by the Company's Auditors
During the year, the Group obtained the following services from
the Group's auditors and its associates:
2021 2020
GBP GBP
Fees payable to the Company's auditor for:
Audit of the Group and Company 26,250 24,150
Audit of the subsidiary undertakings 11,250 11,550
--------- ---------
37,500 35,700
========= =========
7. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to taxable
losses.
Factors Affecting the Tax Charge for the Period
The tax credit for the period does not equate to the loss for
the period at the applicable rate of UK Corporation Tax of 19.00%
(2020: 19.00%). The differences are explained below:
2021 2020
GBP GBP
Loss for the period before taxation (913,827) (331,649)
______ ______
Loss for the period before taxation multiplied
by the standard
rate of UK Corporation of 19.00% (2019: 19.00%) (173,627) (63,013)
Losses carried forward on which no deferred
tax asset is recognised 173,627 63,013
______ _____
- -
______ _____
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30
April 2020 against future profits are estimated at GBP2,154,827
(2020 - GBP1,241,000 ).
A deferred tax asset has not been recognised in respect of these
losses in view of uncertainty as to the level of future taxable
profits.
There is no expiry date on carried forward tax losses.
8. Investment in subsidiaries
Company
2021 2020
GBP GBP
Shares in Group Undertaking
As at 1 May 101 101
Additions in the year -
At 30 April 101 101
======= =======
Details of Subsidiaries
Details of the subsidiaries at 30 April 2021 are as follows:
Name of subsidiary Country of Share Principal activities
incorporation capital
held by % share capital
Parent held
DKE (North West Property management
Limited) England 100 100% and development
DKE (Wavertree) Property management
Limited England 1 100% and development
Dukemount Limited England 1 100% Dormant
The registered office of all subsidiary undertakings is the same
as the parent company.
9. Trade and Other Receivables
Group Company Group Company
2021 2021 2020 2020
GBP GBP GBP
Other receivables, including
prepayments 15,100 14,496 327,075 297,931
Amounts owed by group undertakings - 118,828 - -
Amounts recoverable on contracts 561,216 - 282,483 -
-------- ------------- -------- --------
576,316 133,324 609,558 297,931
The fair value of all receivables is the same as their carrying
values stated above.
The maximum exposure to credit risk at the reporting date is the
carrying value mentioned above. The Group does not hold any
collateral as security.
Amounts recoverable on contracts represents sales invoices
issued after 30 April 2021 in respect of work undertaken during the
year ended 30 April 2021 with appropriate provision being made in
accruals and deferred income for costs incurred in undertaking such
work but which had not been invoiced at 30 April 2021.
Amounts due from group undertakings are unsecured, interest
free, have no fixed date of repayment and repayable on demand .
Advances were made to the subsidiaries in order to fund the
redevelopment project.
10. Dividends
No dividend has been declared or paid by the Company during the
year ended 30 April 2021 (2020: Nil).
11. Earnings per share
Basic earnings per share is calculated by dividing the loss
attributable to equity holders of the Group by the weighted average
number of ordinary shares in issue during the year . In accordance
with IAS 33, basic and diluted earnings per share are identical as
the effect of the exercise of the warrants would be to decrease the
loss per share.
2021 2020
GBP GBP
Loss attributable to equity holders of the Group 913,827
331,646
______ ______
Total 913,827 331,646
______ ______
Weighted average number of ordinary shares in issue (thousands)
456,930 366,766
______ _____
Basic and diluted profit per share 2021 2020
GBP GBP
Continuing Operations - basic and diluted 0.0020 0.00090
12. Share Capital
Group and Company
2021 2020
No. No
Allotted, issued and fully paid (000's) (000's)
Beginning of year 439,033 366,166
New shares issued 42,250 72,867
At 30 April 481,283,666 ordinary shares of GBP0.001
each
(2020: 439,033,666 ordinary shares of GBP0.001
each) 439,033
481,283
--------- ---------
13. Share Premium
Group and Company
Share Premium Share issue Net Share Premium
GBP costs GBP
GBP
At 1 May 2020 971,838 (19,627) 952,211
Issue of shares 169,000 (6,176) 162,824
At 30 April 2021 1,140,838 (25,803) 1,115,035
================ ============== ====================
14. Share Based Payments
Details of the warrants outstanding at 30 April 2021 are
included below. The fair value of the warrants was determined using
the Black Scholes valuation model. The parameters used are detailed
below:
Warrant granted on: Various dates
between 8 September
2011 and
26 October
2011 At 29 March
2017
Warrant life remaining 2 years 3 years
(years)
Warrants granted 25,925,000 27,064,000
Risk free rate 2.2% 0.5%
Expiry date 8 September 29 March 2023
2021
Exercise price (GBP) 0.005 0.005
Expected volatility 20% 20%
Expected dividend yield - -
Marketability discount 20% 20%
Total fair value of warrants
granted (GBP) 23,308 7,125
The expected volatility for the warrants granted is based on the
historical share price volatility of similar listed entities from
their date of admission to the market up to the completion of the
first six months of trading. This is considered to be the most
reasonable measure of expected volatility, given the relatively
brief trading history of the Group.
The warrants issued in 2017 have been modified in the year, with
their expiry date being extended until 29 March 2023. The fair
value adjustment as required under IFRS 2 as a result of this
modification was immaterial and as such no change in the fair value
has been reflected in the Financial Statements.
The risk free rate of return is based on zero yield government
bonds for a term consistent with the warrant life. A reconciliation
of warrants in issue over the period to 30 April 2021 is shown
below:
Number Weighted average
exercise price
(GBP)
As at 1 May 2020 52,989,000 0.005
Exercised during year (42,250,000) 0.005
Outstanding as at 30 April 2021 10,739,000 0.005
Exercisable at 30 April 2021 10,739,000 0.005
_________ _____
The weighted average contracted and expected life (years) for
the above warrants is 1 year (2020 - 1 year).
15. Trade and Other Payables
Group Company Group Company
2021 2021 2020 2020
GBP GBP GBP GBP
Trade payables 1,052,660 615,038 386,664 210,028
Amounts due to
group companies - - - 255,184
Accruals 166,148 124,439 114,449 106,128
Accrued property - - 425,938 -
costs
1,218,808 739,477 927,051 571,340
---------- -------- -------- --------
Accrued property costs represents the cost of property work
undertaken as at 30 April 2021.
16. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes
the ongoing assessments of interest rate management and borrowing
policy. The Board approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds
through the placing of shares.
There are no material differences between the book value and
fair value of the financial instruments.
Group Company Group Company
2021 2021 2020 2020
GBP GBP GBP GBP
Carrying amount
of financial assets
Measured at amortised
cost 600,973 147,829 537,518 255,034
---------- -------- -------- --------
600,973 147,829 537,518 255,034
---------- -------- -------- --------
Carrying amount
of financial liabilities
Measured at amortised
cost 1,218,808 739,477 927,051 571,340
1,218,808 739,477 927,051 571,340
---------- -------- -------- --------
17. Capital Commitments
There were no capital commitments authorised by the Directors or
contracted for at 30 April 2021.
18. Related Party Transactions
The Directors are Key Management and information in respect of
key management is given in Note 5.
At 30 April 2021, the Company was due from DKE (Wavertree), a
wholly owned subsidiary of the Group, GBP103,065 (2020: due to
GBP31,135)
At 30 April 2021, the Company was due from DKE (Northwest), a
wholly owned subsidiary of the Group, GBP15,763 (2020: due to
GBP224,049).
19. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling
party.
20. Events after the reporting period
On 4 May 2021, the Company announced it had entered into a
12-month convertible unsecured loan facility for GBP1,000,000
("Facility") with a consortium arranged by Sanderson Capital
Partners Limited the ("Lenders"), of which GBP500,000 is available
immediately and the additional GBP500,000 available conditional on
certain milestones being met by the Company.
On 15 June 2021 the Company issued 13,286,713 ordinary shares to
the consortium arranged by Sanderson Capital Partners Limited as
payment under the Facility Agreement in relation to fees. The
availability fee of GBP70,000, GBP10,000 drawdown fees and
reimbursement of legal fees were converted into ordinary shares at
0.715p.
In addition to the above arrangement, 3,846,153 ordinary shares
have been issued to Miriad Limited under an agreement for the
provision of Investor Relations services for an initial 12 months,
which equates to GBP25,000 at 0.65p.
On 20 May the Company announcemed that it has entered into a
Joint Venture Agreement in relation to flexibility power expert
HSKB Ltd ("HSKB"), of which Dukemount non-executive director Paul
Gazzard is a founder. Pursuant to the Joint Venture Agreement,
Dukemount will acquire 50% of the issued share capital of HSKB for
nominal value.
Dukemount successfully signed off a subordinated funding package
necessary to enable completion of the senior debt funding for the
gas peaking projects in September 2021 and announced in October
2021 that HSKB Limited ("HSKB"), in which Dukemount holds a 50%
interest, that it has successfully completed the purchase of two
special purpose companies. Each company contains an 11kV gas
peaking facility, which are ready to build, with full planning
permission and grid access. HSKB has also changed its name to DKE
Flexible Energy Limited ("DKE Energy"). DKE Energy will initially
build two gas peaking facilities. Dukemount will manage the
construction of the two sites and provide its knowledge of
long-dated income funding and finance to optimize the capital
structure. DKE Energy's management brings its technical,
operational and market expertise of the UK flexible power market,
as well as access to a pipeline of further deals. Dukemount
believes the opportunities presented by this joint venture to be an
important milestone for Dukemount to meet its projected growth
targets. Dukemount is set to rollout further joint venture projects
with a focus on gas peaking and battery storage facilities. Both
asset types balance the fluctuating power requirements of the grid
during periods of high-level demand or shortfalls of electricity
supply: a problem which is set to become more acute in the
transition to a greater reliance on renewable energy sources
Further to its announcement of 15 September 2021 regarding the
signing of the subordinated funding package necessary to enable
completion of the senior debt funding for the gas peaking projects,
Dukemount issued 15,119,442 ordinary shares ("New Shares") at a
subscription price of 0.3077 pence per ordinary share (being 93% of
the lowest daily VWAP of the last 10 Trading Days (being VWAP of
0.3308 pence reported on 13 September 2021) in settlement of the
implementation fees arising under such funding package.
Subsequent to the year end, the Company has also commenced a
group reorganisation process of novating and capitalising
intercompany debts and whilst this process is ongoing they have
concluded that no impairment is required at 30 April 2021.
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October 29, 2021 09:16 ET (13:16 GMT)
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