TIDMDKE
RNS Number : 2583C
Dukemount Capital PLC
09 June 2023
Dukemount Capital Plc
("Dukemount" or the "Company")
Publication of Annual Report
The Board of Dukemount is pleased to announce the Company's
audited financial statements for the year ended 30 April 2022.
The Annual Report will be available on the Company's corporate
website at www.dukemountcapitalplc.com
Following the publication of the Annual Report, the Company is
in dialogue with the FCA regarding lifting the suspension of
trading in its shares.
The Board would like to re-iterate that it is very grateful to
all its stakeholders for their continuing patience and
understanding in this matter.
For further information, please visit
www.dukemountcapitalplc.com or contact:
Dukemount Capital Plc Email: info@dukemountcapitalplc.com
Geoffrey Dart / Paul Gazzard
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Lucy Williams/Duncan Vasey
Chairman's Statement
I hereby present the annual financial statements for the year
ended 30 April 2022. During the year the Group reported a loss of
GBP1,127,395 (2021 - loss of GBP913,827). These losses arose in the
course of the Group: pursuing transactions in its normal course of
business as per its original stated mandate of long dated income
generation ; impairment costs associated with two development
projects; maintaining the Company's listing on the Official List of
the UK Listing Authority by way of a standard listing including
consultancy fees, professional fees and directors' fees. As at the
Statement of Financial Position date the Group had GBP19,214 (2021:
GBP24,657) of cash balances.
During the year the Company entered into a 12-month convertible
unsecured loan facility for GBP1,000,000 of which GBP500,000 was
available immediately and an additional GBP500,000 available
conditional on certain milestones.
In May 2021, the Company entered into a Joint Venture Agreement
in relation to flexibility power expert HSKB Ltd ("HSKB"). Pursuant
to the Joint Venture Agreement, Dukemount acquired 50% of the
issued share capital of HSKB for nominal value. The Company is
deemed to exercise control through its direct and indirect
shareholding of DKE Flexible Energy and is therefore treated as a
subsidiary with full consolidation into the Group financial
statements .
In September 2021, the Company signed off a subordinated funding
package to enable completion of the senior debt funding for gas
peaking projects in September 2021 and announced in October 2021
that HSKB had successfully completed the purchase of two special
purpose companies, each company containing an 11kV gas peaking
facility, ready to build, with full planning permission and grid
access. HSKB has also changed its name to DKE Flexible Energy
Limited ("DKE Energy"). Following the year end, the Company
announced that HSKB had completed the sale of the previously
purchased two special purpose companies containing the 11kV gas
peaking facility for an aggregate sale price of GBP350,000.
Unfortunately the Company had little choice but to pursue the sale
despite having the funding in place to construct these assets. The
listing rules for standard list companies changed in December 2022
to require a minimum market capitalization of GBP30m for any
reverse, transaction or listed value of the company, far below the
combined value of these two assets in the state they were being
purchased or post construction. Thus, the regulatory environment
that evolved for Dukemount, as a standard listed company, during
the transaction to buy and then fund the construction of the two
assets meant the Company had no option but to dispose of these
assets. The proceeds of the sale, GBP350,000 in aggregate, have
been used to repay a portion of the sums owing to the lenders of
the subordinated funding package.
Further to the disposal the lenders agreed to advance net
proceeds of GBP50,000 in aggregate in addition to restructuring
their existing funding arrangement. The maturity date for the
existing debt plus the further advance is to be 24 months from the
date of the Advance (being 10 October 2024). The proceeds of the
further advance have been used to settle accrued liabilities of the
Company.
The board has taken steps through restructuring the Company's
funding routes, as described in detail in the RNS announcement of
11 October 2022, to ensure that the financial position and
prospects of the Company are maintained to facilitate a future
reverse transaction.
I would like to thank all those who have assisted and supported
the Group during the year.
Geoffrey Dart
Director
7 June 2023
INDEPENT AUDITOR 'S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL
PLC
Opinion
We have audited the financial statements of Dukemount Capital
plc (the ' group ') for the year ended 30 April 2022 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 UK-adopted
international accounting standards 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 2022 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
-- the parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting
standards 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.
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.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which
indicates that the group is dependent on successful fundraising or
a future reverse takeover transaction to continue as a going
concern. The group has no contracts in place at year-end or after
year-end, with no trading plans. Additionally, the group has a cash
balance at the date of approval of the financial statements that
would not be able to support its operations and overheads for the
following twelve months. As stated in note 2, these events or
conditions, along with the other matters as set forth in note 2,
indicate that a material uncertainty exists that may cast
significant doubt on the company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
It is a requirement of IFRS that, in determining that the going
concern basis is appropriate, the directors must consider a period
of at least twelve months from the date of approval of the
accounts.
Our work in relation to going concern included:
-- Discussing future plans with management and review of budgets/forecast;
-- Considering the appropriateness and sensitivity of the
assumptions used in the preparation of the forecasts;
-- Reviewing the results of the subsequent events and assessing
the impact on the financial statements ;
-- Reading board minutes for references to financing difficulties;
-- Considering whether management have used all relevant
information in their assessment and enquiring whether any known
events or conditions beyond the period of assessment may affect
going concern; and
-- Reviewing and considering the impact of the new and amended
borrowing arrangements entered into after the year-end to assist
the group to continue its operations.
In view of the requirement to raise additional funds there is a
material uncertainty with regard to going concern because although
the directors are confident they can raise adequate funding that
funding has not been agreed.
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 company's ability to
continue to adopt the going concern basis of accounting included
reviewing management's assessment and going concern forecasts for
the next twelve months and forming an opinion on whether the
current financial position has the ability to fund the group's
costs for that period.
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 GBP27,000 (2021: GBP33,000), with the parent
company materiality set at GBP25,000 (2021: GBP31,000). Performance
materiality was set at GBP16,000 (2021: GBP23,100) and GBP15,000
(2021: GBP21,700) respectively. The overall materiality was based
on 3% of net assets (2021: 5% of loss for the year). This benchmark
is considered appropriate because the principal driving force of
the business is the potential for a reverse takeover or further
fundraising on its asset position. Several adjustments were
identified during the course of the audit, however the materiality
level of GBP27,000 was still considered appropriate with no
revisions necessary.
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 GBP1,350 (2021: GBP1,650) and GBP1,250
(2021: GBP1,550) for the group and parent 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 of 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. In addition to
the matter described in the Material uncertainty related to going
concern section we have determined the matters described below to
be the key audit matters to be communicated in our report.
Key Audit Matter How our scope addressed this matter
Management override of controls
=========================================
Under ISA (UK) 240 The Auditor's We considered the potential for
Responsibilities Relating to Fraud the manipulation of financial results
in an Audit of Financial Statements, to be a significant fraud risk.
there is a presumed significant Our work in this area included:
risk of management override of A review of journals processed
the system of internal controls. during the period under review
The primary responsibility for and in the preparation of the financial
the prevention and detection of statements to determine whether
fraud rests with management. Their these were appropriate.
role in the detection of fraud A review of key estimates, judgements
is an extension of their role in and assumptions within the financial
preventing fraudulent activity. statements for evidence of management
They are responsible for establishing bias, and agreeing to appropriate
a sound system of internal control supporting documentation.
designed to support the achievement An assessment of whether the financial
of policies, aims and objectives results and accounting records
and to manage the risks facing included any significant or unusual
the entity; this includes the risk transactions where the economic
of fraud. substance was not clear.
Our audit is designed to provide
reasonable assurance that the financial
statements as a whole are free
from material misstatement, whether
caused by fraud or error.
ISAs (UK) require the auditor to:
Identify fraud risks during the
planning stages.
Inquire of management about risks
of fraud and the controls put in
place to address those risks.
Understand the oversight given
by those charged with governance
of management's processes over
fraud.
Consider of the effectiveness of
management's controls designed
to address the risk of fraud.
The audit team identified the risk
as a Key Audit Matter, given the
possible investment from third
parties into the business, in which
case these parties will be interested
in confirming that no issues have
arisen through the way management
has operated the group.
=========================================
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 report10. 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
I n the light of the knowledge and understanding of the group
and 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 statement of directors'
responsibilities, 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 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 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 the non-rebuttable
presumption of a risk of fraud arising from management override of
controls as a key audit matter.
-- 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 25 November 2022 to audit the
financial statements for the year ended 30 April 2022 and
subsequent financial periods. Our total uninterrupted period of
engagement is 10 years, covering the periods ended 30 April 2012 to
30 April 2022.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting our
audit.
Our audit opinion is consistent with the additional report to
the audit committee.
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.
Eric Hindson (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor
London E14 4HD
7 June 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEARED 30 APRIL 2022
The Accounting Policies and Notes form part of the financial
statements.
Note Group Group
2022 2021
Continuing operations GBP GBP
Revenue from contracts with
customers 3 - 3,296,730
Cost of sales - (3,483,700)
_______ _______
Gross Profit/(Loss) - (186,970)
Other income 5,033 14,750
Administrative expenses 4 (185,775) (741,636)
Impairment of goodwill 9 (125,101) -
Impairment of receivables 10 (578,779) -
_______ _______
Operating loss (884,622) (913,856)
Interest received - 29
Finance charges 4 (242,773) -
_______ _______
Loss before taxation (1,127,395) (913,827)
Income tax 7 - -
_______ _______
Loss for the year attributable
to equity owners (1,127,395) (913,827)
_______ _______
Total comprehensive income
for the year attributable
to the equity owners (1,127,395) (913,827)
_______ _______
Total comprehensive income
for the year attributable
to:
Owners of Dukemount Capital
Plc (1,176,088) (913,827)
Non-controlling interests 48,693 -
_______ _______
(1,127,395) (913,827)
_______ _______
Earnings per share attributable
to equity owners
Basic and diluted (pence) 12 (0.0022) (0.0020)
_______ _______
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2022
Note 30 April 2022 30 April 2021
GBP GBP
Assets
Non current assets
Intangible assets 9 350,000 -
_______ _______
350,000 -
Current Assets
Trade and other receivables 10 38,164 576,316
Cash and cash equivalents 19,214 24,657
_______ _______
Total Assets 407,378 600,973
_______ _______
Equity and Liabilities
Equity
Share capital 13 513,535 481,283
Share premium 14 1,249,305 1,115,035
Share based payments reserve 2,960 2,960
Retained deficit (3,344,508) (2,217,113)
_______ _______
(1,578,708) (617,835)
Current Liabilities
Trade and other payables 16 1,986,086 1,218,808
_______ _______
Total Equity and Liabilities 407,378 600,973
_______ _______
Total equity and liabilities
attributable to :
Owners of Dukemount Capital
Plc 358,685 600,793
Non-controlling interests 48,693 -
_______ _______
407,378 600,793
_______ _______
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2022
Note 30 April 2022 30 April 2021
GBP GBP
Assets
Non current assets
Investment in Subsidiaries 8 350,601 101
Current Assets
Trade and other receivables 10 13,436 133,324
Cash and cash equivalents 16,115 14,505
_______ _______
Total Assets 380,152 147,829
_______ _______
Equity and Liabilities
Equity
Share capital 13 513,535 481,283
Share premium 14 1,249,305 1,115,035
Share based payments reserve 2,960 2,960
Retained deficit (3,321,698) (2,190,926)
_______ _______
(1,555,898) (591,648)
Current Liabilities
Trade and other payables 16 1,936,050 739,477
_______ _______
Total Equity and Liabilities 380,152 147,829
_______ _______
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 GBP1,130,772 (2021: GBP680,677) and
the total comprehensive loss for the year was GBP1,130,772 (2021:
GBP680,677).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEARED 30 APRIL 2022
Share Share Share Retained Total Non controlling Total
capital premium based deficit interests Equity
payment
reserve
GBP GBP GBP GBP GBP
Balance as at
1 May 2020 439,033 952,211 30,499 (1,330,825) 90,918 - 90,918
--------- ---------- --------- ------------ ------------ ---------------- ------------
Loss for the year - - - (913,827) (913,827) - (913,827)
Other comprehensive - - - - - - -
income
--------- ---------- --------- ------------ ------------ ---------------- ------------
Total comprehensive
income for the
year - - - (913,827) (913,827) - (913,827)
--------- ---------- --------- ------------ ------------ ---------------- ------------
Transactions
with equity owners
Issue of ordinary
shares 42,250 162,824 - - 205,074 - 205,074
Exercise of warrants - - (27,539) 27,539 - - -
--------- ---------- --------- ------------ ------------ ---------------- ------------
Total transactions
with owners 42,250 162,824 (27,539) 27,539 205,074 - 205,074
--------- ---------- --------- ------------ ------------ ---------------- ------------
Balance as at
30 April 2021 481,283 1,115,035 2,960 (2,217,113) (617,835) - (617,835)
--------- ---------- --------- ------------ ------------ ---------------- ------------
Balance as at
1 May 2021 481,283 1,115,035 2,960 (2,217,113) (617,835) - (617,835)
--------- ---------- --------- ------------ ------------ ---------------- ------------
Loss for the year - - - (1,156,761) (1,156,761) 29,366 (1,127,395)
Other comprehensive - - - - - -
income
--------- ---------- --------- ------------ ------------ ---------------- ------------
Total comprehensive
income for the
year - - - (1,156,761) (1,156,761) 29,366 (1,127,395)
--------- ---------- --------- ------------ ------------ ---------------- ------------
Transactions with
equity owners
Issue of ordinary
shares 32,252 134,270 - - 166,522 - 166,522
Total transactions
with owners 32,252 134,270 - - 166,522 - 166,522
--------- ---------- --------- ------------ ------------ ---------------- ------------
Balance as at
30 April 2022 513,535 1,249,305 2,960 (3,373,874) (1,608,074) 29,366 (1,578,708)
--------- ---------- --------- ------------ ------------ ---------------- ------------
COMPANY STATEMENT OF CHANGES IN EQUITY
YEARED 30 APRIL 2022
Share Share Share Retained Total
Capital premium based payment deficit
reserve
GBP GBP GBP GBP GBP
Balance as at 1 May 2020 366,166 789,671 30,499 (1,156,400) 29,936
----------- --------------- --------------- ------------ --------------
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)
----------- --------------- --------------- ------------ --------------
Balance as at 1 May 2021 481,283 1,115,035 2,960 (2,190,926) (591,648)
-------- ---------- ------ ------------ ------------
Loss for the year - - - (1,130,772) (1,130,772)
Other comprehensive income - - - - -
-------- ---------- ------ ------------ ------------
Total comprehensive income
for the year - - - (1,130,772) (1,130,772)
-------- ---------- ------ ------------ ------------
Transactions with equity
owners
Issue of ordinary shares 32,252 134,270 - - 166,522
Total transactions with
owners 32,252 134,270 - 166,522
-------- ---------- ------ ------------ ------------
Balance as at 30 April
2022 513,535 1,249,305 2,960 (3,321,698) (1,555,898)
-------- ---------- ------ ------------ ------------
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARED 30 APRIL 2022
Note 2022 2021
GBP GBP
Cash Flows from Operating Activities
Loss before taxation (1,127,395) (913,827)
Changes in working capital:
Shares issued in lieu of expenses 30,727 -
Impairment of goodwill 9 125,101 -
Impairment of receivables 10 578,779 -
(Increase)/decrease in trade and other
receivables 10 (40,627) 33,242
(Decrease)/Increase in trade and other
payables 16 (232,722) 265,070
------------ ----------
Net Cash generated from/(used in)
Operating Activities (666,137) (615,515)
------------ ----------
Cash Flows from Financing Activities
Net proceeds from issue of shares 12 - 231,761
Loans received 16 1,000,000 -
Net Cash generated from Financing
Activities 1,000,000 231,761
------------ ----------
Cash Flows from Investing Activities
Investment in subsidiary (339,306) -
------------ ----------
Net cash used in Investing Activities (339,306) -
Net Decrease in Cash and Cash Equivalents (5,443) (383,754)
------------ ----------
Cash and cash equivalents at the beginning
of the year 24,657 408,411
------------ ----------
Cash and Cash Equivalents at the End
of the Year 19,214 24,657
------------ ----------
COMPANY STATEMENT OF CASH FLOWS
YEARED 30 APRIL 2022
Note 2022 2021
GBP GBP
Cash Flows from Operating Activities
Loss before taxation (1,130,772) (680,677)
Adjustments for:
Changes in working capital:
Provision for inter company loans 10 491,628 -
Impairment 9 125,101 -
Shares issued in lieu of expenses 30,727 -
Decrease in trade and other receivables 10 1,060 283,435
( Decrease ) /increase in trade and
other payables 16 (176,828) 168,137
------------ ----------
Net Cash used in Operating Activities (659,084) (229,105)
------------ ----------
Cash Flows from Investing Activities
Funding issued/repaid from subsidiary
undertakings - (145,516)
Investment in subsidiary (339,306)
------------ ----------
Net Cash used in Investing Activities (339,306) (145,516)
------------ ----------
Cash Flows from Financing Activities
Net proceeds from fundraising 12 - 231,761
Loans received 16 1,000,000 -
Net Cash generated from/used in Financing
Activities 1,000,000 231,761
------------ ----------
Net Increase/(Decrease) in Cash and
Cash Equivalents 1,610 (142,860)
------------ ----------
Cash and cash equivalents at the beginning
of the year 14,505 157,365
------------ ----------
Cash and Cash Equivalents at the End
of the Year 16,115 14,505
------------ ----------
NOTES TO THE FINANCIAL STATEMENTS
YEARED 30 APRIL 2022
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 now to ensure that the
financial position and prospects of the Company are maintained to
facilitate a future reverse transaction.
The parent company's registered office is located at 70 Jermyn
Street, London SW1Y 6NY.
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 consolidated financial statements of Dukemount Capital Plc
have been prepared in accordance with UK-adopted international
accounting standards and with the requirements of the Companies Act
2006 as applicable to companies reporting under those standards.
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; and DKE
Flexible Energy Limited in which the Company acquired a 50% equity
interest and is deemed to exercise control from the date of its
acquisition on 20 May 2021.
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.
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.
The Group's interest in Gas Peaking projects is treated as a
business combination instead of an asset acquisition as there is an
intention to enter that business, supported by a business plan.
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.
In making their assessment of going concern, the Directors have
discussed the Company's position with its funders and professional
advisors. In November 2022 the Company agreed a term sheet with its
current investors and broker in which its broker will facilitate a
capital investment into the Company of circa GBP250,000 to
GBP400,000; a commitment to pay certain outstanding fees and a
commitment to provide further funding whilst looking for a possible
reverse transaction. The Group's forecasts and projections, taking
account of reasonably possible changes in trading performance, show
that the Group has sufficient funds available to it following
events after the year end.
The Directors note that the Group has always been successful
with past fundraises and continue to believe strongly in the
Group's potential. However, the success of securing funding or a
reverse transaction has been identified as a material uncertainty
which may cast significant doubt over the going concern assessment.
Whilst acknowledging this uncertainty, based upon the expectation
of completing a successful fundraising in the near future, and the
continued support of it investors and broker, the Directors
consider it appropriate to continue to prepare the financial
statements on a going concern basis.
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2021
The Company has applied the following standard and amendments
for the first time for its annual reporting period commencing 1 May
2021
-- 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
2022
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
April 2022 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.
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.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and
deposit balances with banks. 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.
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.
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.
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 nonmarket vesting conditions. Nonmarket
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 nonmarket vesting
conditions. Nonmarket 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.
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 GBP407,378 as at 30 April 2022
(2021: net asset GBP600,973).
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 UK-adopted international accounting standards.
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 2022.
3. Revenue
Analysis of turnover by geography:
2022 2021
GBP GBP
United Kingdom - 3,926,730
-------------- ----------------------
- 3,926,730
-------------- ----------------------
Analysis of turnover by category:
2022 2021
GBP GBP
Property management and building
development services - 3,926,730
-------------- ----------------------
- 3,926,730
-------------- ----------------------
All revenue is recognised over time.
4. Expenses by Nature
2022 2021
GBP GBP
Directors' fees 51,250 102,500
Establishment costs 28,733 27,219
Legal and professional fees 40,763 460,629
Listing/ regulatory costs 26,592 89,689
Travel and accommodation 2,196 2,791
Other expenses 31,208 58,808
Finance charges 242,773 -
Impairment (Note 9) 125,101 -
Impairment (Note 10) 578,779 -
---------- --------
Total Administrative Expenses 1,127,395 741,636
---------- --------
Finance charges relate to fees incurred in financing activities;
GBP101,250 of these fees are accrued interest and arrangement fees;
GBP141,523 were satisfied by the issue of ordinary shares.
5. Directors' Remuneration
Company
2022 2021
GBP GBP
Geoffrey Dart 37,500 85,303
Paul Gazzard 13,750 27,500
_____ _____
Total 51,250 112,803
______ ______
The Directors elected not to be paid, nor accrue their
entitlement from November 2021. Other benefits of GBPnil (2021:
GBP10,303) 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 (2021: 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:
2022 2021
GBP GBP
Fees payable to the Company's auditor for:
Audit of the Group and Company 26,000 26,250
Audit of the subsidiary undertakings 10,000 11,250
--------- ---------
36,000 37,500
--------- ---------
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%
(2021: 19.00%). The differences are explained below:
2022 2021
GBP GBP
Loss for the period before taxation (1,127,395) (913,827)
______ ______
Loss for the period before taxation multiplied
by the standard
rate of UK Corporation of 19.00% (2021: 19.00%) (214,205) (173,627)
Losses carried forward on which no deferred
tax asset is recognised 214,205 173,627
______ ______
- -
______ _____
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30
April 2022 against future profits are estimated at GBP3,282,222
(2021 - GBP2,154,827).
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
2022 2021
GBP GBP
Shares in Group Undertakings
As at 1 May 101 101
Additions in the year 475,601 -
Impairment (note 9) (125,101) -
---------- -------
At 30 April 350,601 101
---------- -------
Details of Subsidiaries
Details of the subsidiaries at 30 April 2022 are as follows:
Name of subsidiary Address of Country of Share % share capital Principal
registered incorporation capital held activities
office held by
Parent
70 Jermyn Property
DKE (North West Street, London, management
Limited) UK England 100 100% and development
70 Jermyn Property
DKE (Wavertree) Street, London, management
Limited UK England 1 100% and development
70 Jermyn
Street, London,
Dukemount Limited UK England 1 100% Dormant
70 Jermyn
DKE Flexible Energy Street, London, Flexibility
Limited* UK England 500 50% power
ARL Limited 70 Jermyn England indirect - Flexibility
Street, London, power
UK
ADV 001 Limited 70 Jermyn England indirect - Flexibility
Street, London, power
UK
*On 20 May 2021, the Company acquired a 50% interest in the
equity of HSKB Limited under a Joint Venture and Shareholders'
Agreement. HSKB Limited was subsequently renamed DKE Flexible
Energy Limited on 1 October 2021 following its acquisition of 100%
of the share capital of ARL 018 Limited and ADV 001 Limited.
9. Intangible assets
On 20 May 2021 Dukemount Capital Plc, 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 and shareholder. Pursuant to the Joint Venture Agreement,
Dukemount acquired 50% of the issued share capital of HSKB for
nominal value. On 1 October 2021 HSKB purchased two special purpose
companies, ARL 018 Limited and ADV 001 Limited. Each company
containing the rights to an 11kV gas peaking facility, ready to
build, with full planning permission and grid access. HSKB has
changed its name to DKE Flexible Energy Limited ("DKE Energy").
The assets and liabilities as of 1 October 2021 arising from the
acquisition of ARL 018 Limited and ADV 001 Limited are as
follows:
Book value at acquisition Fair value adjustments Fair value at acquisition
GBP GBP GBP
-------------------------- ----------------------- --------------------------
Consideration 315,642 - 315,642
-------------------------- ----------------------- --------------------------
Cash 55 - 55
Assets 44,049 - 44,049
Liabilities (87,317) (87,317)
Reserves (52,750) (52,750)
-
-------------------------- ----------------------- --------------------------
At 30 April 411,605 - 411,605
-------------------------- ----------------------- --------------------------
During the period to 30 April 2022, the Group added GBP63,496 to
the value of the assets in relation to deposits resulting in a
carrying value at 30 April 2022 of GBP475,101. In performing an
assessment of the carrying value of the assets at the reporting
date, the Directors concluded that as no development activity had
been undertaken during the year ended 30 April 2022, it was
appropriate to book an impairment of GBP125,101, resulting in a
carrying value of GBP350,000 at 30 April 2022.
The Directors formed this opinion based upon their calculation
of estimated fair value less cost to sell. This was considered to
be in excess of the carrying value of the asset. Further post year
end, on 5 October 2022, the Company announced that DKE Flexible
Energy sold the two special purpose companies, for an aggregate
sale price of GBP350,000. Despite having the funding in place to
construct these assets, the regulatory environment that evolved for
the Company during the transaction to buy and then fund the
construction of them meant there was little option but to dispose
of the assets. The proceeds of the sale have been used to repay a
portion of the sums owing to the Company's lenders.
10. Trade and Other Receivables
Group Company Group Company
2022 2022 2021 2021
GBP GBP GBP
Other receivables, including
prepayments 38,164 13,436 15,100 14,496
Amounts owed by group undertakings - - - 118,828
Amounts recoverable on - - 561,216 -
contracts
------- -------- -------- -------------
38,164 13,436 576,316 133,324
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 in respect of work undertaken during the year
with appropriate provision being made in accruals and deferred
income for costs incurred in undertaking such work but which had
not been invoiced. The directors have reviewed the balances due
under the funding arrangement and taken the decision that these are
not recoverable and impaired the amount of GBP578,779 owing at 30
April 2022 (2021: GBP 561,216) in full.
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 projects. As these projects have reached practical
completion, the Company has made a bad debt provision for the
amounts owing of GBP491,628 in full.
11. Dividends
No dividend has been declared or paid by the Company during the
year ended 30 April 2022 (2021: Nil).
12. 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.
2022 2021
GBP GBP
Loss attributable to equity holders of the Group 1,127,395
913,827
______ ______
Total 1,127,395 913,827
______ ______
Weighted average number of ordinary shares in issue (thousands)
504,873 456,930
______ _____
2022 2021
Basic and diluted profit per share 2022 2021
GBP GBP
Continuing Operations - basic and diluted 0.0022 0.0020
13 . Share Capital
Group and Company
2022 2021
No. No
Allotted, issued and fully paid (000's) (000's)
Beginning of year 481,283 439,033
New shares issued (32,252,308 ordinary shares
of GBP0.001 each) 32,252 42,250
At 30 April 513,535,974 ordinary shares of GBP0.001
each
(2021: 481,283,666 ordinary shares of GBP0.001
each) 513,535 481,283
------------------ ------------------
14. Share Premium
Group and Company
Share Premium Share issue Net Share
GBP costs Premium
GBP GBP
---------------- -------------- ------------
At 1 May 2021 1,140,838 (25,803) 1,115,035
---------------- -------------- ------------
Issue of shares 134,270 - 134,270
---------------- -------------- ------------
At 30 April 2022 1,274,108 (25,803) 1,249,305
---------------- -------------- ------------
15. Share Based Payments
Details of the warrants outstanding at 30 April 2022 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: At 29 March
2017
Warrant life remaining 1 year
(years)
Warrants granted 27,064,000
Risk free rate 0.5%
Expiry date 29 March 2023
Exercise price (GBP) 0.005
Expected volatility 20%
Expected dividend yield -
Marketability discount 20%
Total fair value of
warrants granted (GBP) 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 were modified in 2021, 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 2022 is shown
below:
Number Weighted average
exercise price
(GBP)
As at 1 May 2021 10,739,000 0.005
Expired during year (10,675,000) 0.005
Outstanding as at 30 April 2022 64,000 0.005
Exercisable at 30 April 2022 64,000 0.005
_________ _____
The weighted average contracted and expected life (years) for
the above warrants is 1 year (2021 - 1 year).
16. Trade and Other Payables
Group Company Group Company
2022 2022 2021 2021
GBP GBP GBP GBP
Trade payables 806,296 772,549 1,052,660 615,038
Other creditors 1,101,250 1,101,250 - -
Accruals 78,540 62,251 166,148 124,439
---------- ---------- ---------- --------
1,986,086 1,936,050 1,218,808 739,477
---------- ---------- ---------- --------
In May 2021, the Company entered into a 12-month convertible
unsecured loan facility for GBP1,000,000 ("Facility") of which
GBP500,000 was available immediately and the additional GBP500,000
available conditional on certain milestones being met by the
Company. The Facility was interest free and unsecured. The Facility
was convertible at the election of the Company or the Lenders into
ordinary shares at a deemed issued price of GBP0.0065 per share,
subject to the Company having sufficient authorities in place and
to the publication of any prospectus required pursuant to the
Prospectus Regulation Rules. In June 2021, the Company issued
13,286,713 ordinary shares as payment under the Facility Agreement
in relation to fees. An availability fee of GBP70,000, GBP10,000
drawdown fees and reimbursement of legal fees were converted into
ordinary shares at 0.715p.
In September 2021, the Company signed off a subordinated funding
package necessary to enable completion of the senior debt funding
for the gas peaking projects first announced via its JV with HSKB
in March 2021 ("Generation Project"). As a condition for this
funding package, the Company also made significant positive
adjustments to its balance sheet and is restructuring its board
with seasoned energy market executives to enhance the company's
ability to deliver the projects in its recently announced JV. The
Chesterfield convertible loan of GBP500,000 will be fully converted
into ordinary shares of the company at GBP0.0065 price per share.
The GBP1,000,000 unsecured loan facility signed in May 2021 was
repaid from the new funding and that facility was terminated. The
new funding package assembled by the Company comprises:
GBP3,000,000 mezzanine, 18 month loan facility with 4 month
repayment holiday. GBP1,000,000 was drawn down immediately upon
execution with a balance of GBP1,101,250 at 30 April 2022 including
charges and accrued interest. The terms of this new facility were
varied in October 2022 with total amounts due deferred and to be
repaid under new terms (Note 21)
17. 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
2022 2022 2021 2021
GBP GBP GBP GBP
Carrying amount
of financial assets
Measured at amortised
cost 407,378 380,152 600,973 147,829
---------- ---------- ---------- --------
407,378 380,152 600,973 147,829
---------- ---------- ---------- --------
Carrying amount
of financial liabilities
Measured at amortised
cost 1,986,086 1,936,050 1,218,808 739,477
---------- ---------- ---------- --------
1,986,086 1,936,050 1,218,808 739,477
---------- ---------- ---------- --------
18. Capital Commitments
There were no capital commitments authorised by the Directors or
contracted for at 30 April 2022.
19. Related Party Transactions
The Directors are Key Management and information in respect of
key management is given in Note 5.
A bonus accrual brought forward from prior year of GBP75,000
relating to Geoffrey Dart has been cancelled and reversed as at 30
April 2022.
At 30 April 2022, the Company was due from DKE (Wavertree), a
wholly owned subsidiary of the Group, GBP223,365 (2021: due to
GBP103,065). The Company has provided against this amount in full
(Note 9).
At 30 April 2022, the Company was due from DKE (Northwest), a
wholly owned subsidiary of the Group, GBP268,263 (2021: due to
GBP15,763). The Company has provided against this amount in full
(Note 9).
At 30 April 2022, the Company was due GBP339,306 (2021: nil)
from DKE Flexible Energy Limited, a company in which Dukemount owns
50% of the shares and in which Paul Gazzard is a shareholder.
Dukemount loaned DKE Flexible Energy Limited GBP329,306 on an
interest free, repayable on demand loan on 6 October 2021 to
acquire ADV 001 Limited and ARL 018 Limited in which Paul Gazzard
was a director from 6 September 2021 to 6 October 2022. Following
the year end, DKE Flexible Energy Limited sold its interests in ADV
001 Limited and ARL 018 Limited for aggregate proceeds of
GBP350,000. The proceeds were used by Dukemount to satisfy
debt.
20. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling
party.
21. Events after the reporting period
On 5 October 2022 the Company announced that HSKB Limited
("HSKB"), in which it holds a 50% interest, had completed the sale
of two special purpose companies containing an 11kV gas peaking
facility, ready to build, with full planning permission and grid
access for an aggregate sale price of GBP350,000. The proceeds of
the sale have been used to repay a portion of the sums owing to the
lenders as detailed in the announcement of 15 September 2021.
Further to the disposal of the gas peaking facilities, the
lenders agreed to advance net proceeds of GBP50,000 in aggregate in
addition to restructuring their existing funding arrangement. The
maturity date for the existing debt plus the further advance is to
be 24 months from the date of the Advance (being 10 October 2024).
The proceeds of the further advance have been used to settle
accrued liabilities of the Company.
The board has taken steps to ensure that the financial position
and prospects of the Company are maintained to facilitate a future
reverse transaction. To that end, the board has confirmed that the
directors have released the Company from all accrued but unpaid
emoluments; Chesterfield Capital Limited have confirmed that the
outstanding balance of GBP500,000 due to Chesterfield Capital
Limited will be converted at a price of 0.65p. Such subscription to
settle all balances due from the Company and to be settled by the
issuance of shares at the earlier of (a) the approval of a
prospectus, (b) the direction of the board of the Company and (c)
31 December 2023.
The restructuring and further advance debt is convertible at the
nominal value of 0.1p of the ordinary shares of the Company. The
further advance is subject to a 5% implementation fee. The Company
has settled a 9.5% extension fee of GBP74,575 to the Noteholders in
the form of ordinary shares at nominal value. Accordingly the
Company issued 74,575,000 ordinary shares in the Company on 12
October 2022 and 28,132,190 ordinary shares on 28 October 2022.
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END
FR FLMPTMTAMMMJ
(END) Dow Jones Newswires
June 09, 2023 05:17 ET (09:17 GMT)
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