More Acquisitions
Plc
Annual Report
and
Financial
Statements
_____________________
For the period
ended
31 October
2023
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Page
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Directors and Advisers
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1
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Chairman's Statement
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2
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Strategic Report
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3
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Directors' Report
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5
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Corporate Governance Report
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7
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Statement of Directors' Responsibilities
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12
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Independent Auditor's Report
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13
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Statement of Profit or Loss and Other Comprehensive
Income
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18
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Statement of Financial Position
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19
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Statement of Changes in Equity
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20
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Statement of Cash Flows
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21
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Notes to the Financial Statements
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22
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Directors
Ronald Neil Sinclair (Appointed 22 January 2024)
Chairman
Stanley Harold Davis (Appointed
22 January 2024)
Charles Edouard Goodfellow
Registered Office
42 Upper Berkeley Street
London
W1H 5QL
Company
Number
13628889
Secretary
Westend Corporate LLP
6 Heddon Street
London
W1B 4BT
Auditor
Pointon Young Chartered Accountants
Statutory Auditor
33 Ludgate Hill
Birmingham, West
Midlands
B3 1EH
Registrars
Share Registrars Limited
3 The Millennium Centre, Crosby
Way
Farnham GU9 7XX
More Acquisitions is pleased to
present its Annual Report to shareholders.
As you know, a Reverse Takeover
(RTO) was agreed in September 2022. Unfortunately, this transaction
failed to materialise and was terminated in May 2023.
Post year end and in late January
2024, Stanley Davis & I together with a Pension Fund subscribed
for 31,224,000 shares at £0.01 entitling us on an RTO to 62,448,000
shares at £0.015.
We have extensive experience in
the Real Estate sector particularly with listed companies. It is
our intention to seek a suitable RTO in this sector, which is
beginning to show the first signs of recovery as interest rates
fall. We have done it before and intend to make every effort to do
it again. We will of course keep shareholders updated.
I wish to thank Rod McIllree who
has stepped down from the Board but remains a supportive
shareholder.
Neil Sinclair
Executive Chairman
28 February 2024
The Directors present their
Strategic Report on the Company for the period ended 31 October
2023.
Review of Business and Analysis Using Key Performance
Indicators
The Company reported a loss for
the reporting period of £463,897 (13-month period to 31 October
2022: loss of £932,031 as
restated*).
Net assets amounted to £672,466 at
31 October 2023 (£1,136,362 at 31 October 2022).
The cash position at 31 October
2023 amounted to £649,265 (2022: £1,151,671).
Key
Performance Indicators
The Board monitors the activities
and performance of the Company on a regular basis. The indicators
set out below have been used by the Board to assess performance
over the period to 31 October 2023. The main KPIs for the Company
are listed as follows:
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Key
Performance indicator
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2023
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2022
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Cash and cash equivalents
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£649,265
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£1,151,671
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Net assets
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£672,466
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£1,136,362
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Loss before tax
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£463,897
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£932,031*
|
· Restated to include
expenditure relating to share warrants - See Note 10 to the
financial statements
Investing Policy and Future Developments
More Acquisitions Plc was formed
with the intention to identify and acquire a suitable business
opportunity or opportunities and undertake an acquisition or merger
or a series of acquisitions or mergers.
This intention continues but with
the focus on the real estate sector.
We intend to acquire a portfolio
of properties or a significant single asset where we have the
opportunity to add value and create attractive returns for
shareholders.
The Directors believe that their
extensive experience and wide range of contacts, will enable the
company to achieve its objective.
Promotion of the Company for the benefit of the members as a
whole
The Director's believe they have
acted in the way most likely to promote the success of the Company
for the benefit of its members, as required by s172 of the
Companies Act 2006.
The requirements of s172 are for the
Directors to:
● Consider
the likely consequences of any decision in the long
term,
● Act fairly
between the members of the Company,
● Maintain a
reputation for high standards of business conduct,
● Consider
the interests of the Company's employees,
● Foster the
Company's relationships with suppliers, customers and others,
and
● Consider
the impact of the Company's operations on the community and the
environment.
The following paragraphs summarise
how the Directors fulfil their duties:
The Company is quoted on Standard
Segment of the Main Market on the London Stock Exchange. Its
members are kept informed, through detailed announcements,
shareholder meetings and financial communications of the Board's
broad and specific intentions and the rationale for its decisions.
The Board recognises its responsibility for setting and maintaining
a high standard of behaviour and business conduct. There is no
special treatment for any group of shareholders and all material
information is disseminated through appropriate channels and
available to all through the Company's news releases and
website.
When selecting investments, issues
such as the impact on the community and the environment have
actively been taken into consideration. The Company's approach is
to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being
a responsible business. The Company pays its creditors promptly and
keeps its costs to a minimum to protect shareholders funds. There
were no employees in the Company other than the two Directors in
the current year therefore effectiveness of employee policies is
not relevant for the Company.
Principal risks and uncertainties
The Company's primary risk is that
it may not be able to identify suitable investment opportunities or
there is no guarantee that investment opportunities will be
available, and the Company may incur costs in conducting due
diligence into potential investment opportunities that may not
result in an investment being made. The Directors believe that
their broad, collective experience, together with their extensive
network of contacts, will assist them in identifying, evaluating
and funding suitable acquisition opportunities.
It may be necessary to raise
additional funds in the future by a further issue of new Ordinary
shares or by other means. However, the ability to fund future
investments and overheads in More Acquisitions Plc as well as the
ability of investments to return suitable profit cannot be
guaranteed, particularly in the current economic climate. The
Directors stringently monitor the Company's expenses. As a cash
shell, the annual outgoings are minimal. The Directors have an
active presence in the finance sectors and will be able to raise
future funding if required.
In the original Prospectus published
on 04 March 2022, it was stated that if an acquisition had not been
made within 24 months of Admission, the Board will consult with
Shareholders as to the future direction of the Company. The
recommendation will be that in view of the recent appointments and
Placing, we should continue to seek a suitable target for another
twenty-four months. We are in the course of meeting shareholders
and expect them to be supportive of our strategy.
This report was approved by the
board of directors on 28 February 2024
and signed on its behalf by
Neil Sinclair
Executive Chairman
The Directors present their report
together with the audited financial statements for the period ended
31 October 2023.
Results and dividends
The trading results for the period
ended 31 October 2023 and the Company's financial position at that
date are shown in the attached financial statements.
The Directors do not recommend the
payment of a dividend for either reporting periods.
Principal activities and review of the
business
The Company was formed on 17
September 2021 as a cash shell with the aim to undertake one or
more acquisitions, which may be in the form of a merger, capital
stock exchange, asset acquisition, stock purchase or a scheme
arrangement of a majority interest in a company or business. The
Company shares were admitted to trading on the Standard List of the
Main Market on the London Stock Exchange on 4 March 2022. It
is now intended that the Company will focus on the Real Estate
sector.
A review of the business is
included within the Chairman's Statement and Strategic
Report.
Directors serving during the year
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Mr Rod McIllree (Resigned 22 January
2024)
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Mr Charles Edouard
Goodfellow
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Directors' interests
The Directors at the date of the
balance sheet of these financial statements who served during the
year, and their interest in the ordinary shares of the Company, are
as follows:
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31 October
2023
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Number of
ordinary
Shares
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Warrants
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Mr Rod McIllree (Resigned 22 January
2024)
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19,250,000
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18,000,000
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Mr Charles Edouard
Goodfellow
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1,454,545
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1,000,000
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Significant shareholders
As at 1
December 2023, so far as the Directors are aware,
the parties (other than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal
value of the Company's share capital is as
follows:
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Shareholder
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Number of
Ordinary
Shares
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Percentage of Issued Share
Capital
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Sanderson
Capital Partners Limited
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15,000,000
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12.00%
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TS
Capital Limited
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15,000,000
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12.00%
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Steve
Xerri
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15,000,000
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12.00%
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Richard
Edwards
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9,250,000
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7.40%
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Mike
Whitlow
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8,100,000
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6.48%
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John
Celaschi
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5,000,000
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4.00%
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Hobart
Capital Markets Limited
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5,000,000
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4.00%
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Philip
Small
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5,000,000
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4.00%
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Self-Select Maxi ISA
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4,555,134
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3.64%
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Peel Hunt
Partnership Limited
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3,966,616
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3.17%
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Related party transactions
Related party transactions and
relationships are disclosed in note 12.
Going concern
The Company has reported a loss
for the period of £463,897 (13-month period to 31 October 2022:
loss of £932,031 as
restated*).
*Restated to include expenditure relating to share warrants -
See Note 9 to the financial statements
The Company had cash reserves at
the year-end of £649,265 (2022: £1,151,671).
The Directors therefore consider
that the company has adequate resources to continue its operational
existence for the foreseeable future.
Events after the reporting date
Events after the reporting date
are disclosed in note 15.
Political and Charitable Donations
There were no political or
charitable donations made for the period ended 31 October 2023
(2022: £Nil).
Provision of information to Auditor
In so far as each of the Directors
are aware at the time of approval of the report:
● there is no relevant audit information of which the Company's
auditor is unaware; and
● the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that
information.
Auditor
Pointon Young have expressed their
willingness to continue in office as auditor and will be proposed for reappointment at the Annual General
Meeting.
This report was approved by the
board of directors on 28 February 2024 and
signed on its behalf by
Neil Sinclair
Executive Chairman
The Company has adopted the
principles of the Quoted Companies Alliance Corporate Governance
Code (QCA Code) for small and mid-size quoted companies. The QCA
Code identifies ten principles that they consider to be appropriate
arrangements and asks companies to provide an explanation on how
they are meeting the principles. The Board considers that the
Company complies with the QCA Code so far as it is practicable
having regard to the size, and complexity of the Company and its
business.
These disclosures are set out on the
basis of the current Company and the Board highlights where it has
departed from the Code presently.
The following paragraphs set out the
Company's compliance with the 10 principles of the QCA code and the
information below was last updated on 23
February 2024.
1. Establish a strategy and business model
which promotes long-term value for shareholders
The Company's strategy is
to undertake one or more acquisitions,
which may be in the form of a merger, capital stock exchange, asset
acquisition, stock purchase or a scheme arrangement of a majority
interest in a company or business.
The Board considers that the key
challenge in executing the Company's plan is identifying
opportunities where it is likely that the investee will progress
rapidly and the investment will therefore rise in value.
The Board intends to deliver
shareholder returns through capital appreciation. Challenges to
delivering strategy, long-term goals and capital appreciation are
an uncertainty in relation to organisational, operational,
financial and strategic risks, all of which are outlined in the
Risk Management section below, as well as steps the Board takes to
protect the Company by mitigating these risks and secure a
long-term future for the Company.
Given the size of the Company, we
believe the strategy and business model we have now adopted is
consistent with our goal of promoting long term value for
shareholders.
2. Seek to understand and meet shareholder
needs and expectations
The Company is committed to
communicating openly with its shareholders to ensure that its
strategy, business model and performance are clearly understood.
The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other
Regulatory News Service announcements and its website.
The Company also maintains a
dialogue with shareholders through Annual General Meetings, which
provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to
express their views on the Company's business activities and
performance.
The Company's website is kept
updated and contains details of relevant developments and has a
facility for questions to be addressed to the Company and it is the
Board's commitment that all reasonable questions are answered
promptly.
3. Take into account wider stakeholder and
social responsibilities and their implications for long-term
success
The Company's business is now
focused on making and appraising real estate investments. As such,
stakeholder and social responsibilities, in terms of impact on
society, the communities within which the Company operates and the
environment, apply less than that of an operating company.
Therefore, the Company appraises its social responsibilities as
part of its investment appraisal process.
The key resource on which the
Company relies is the collective experience of the Directors. The
Company offers equal opportunities regardless of race, gender,
gender identity or reassignment, age, disability, religion of
sexual orientation.
In terms of its shareholders, the
Company aims to provide transparent and balanced information to
encourage support and confidence in the Board's
approach.
The Board recognises that the
long-term success of the Company is reliant upon the efforts of
employees, regulators and many other stakeholders and has close
ongoing relationships with a broad range of its
stakeholders.
4. Embed effective risk management,
considering both opportunities and threats, throughout the
organisation
The Board recognises the need for an
effective and well-defined risk management process and it oversees
and regularly reviews the current risk management and internal
control mechanisms.
The Company considers risk
management to fall into two broad categories, being the investment
activity of the Company and the operations of the
Company.
(a) The investment risk is
considered as part of the appraisal processes and by way of due
diligence and ongoing monitoring.
(b) The Company uses internal
appraisal and the annual audit to ensure financial risks are
evaluated in detail. Board meetings are also used for the directors
to raise any issues relating to business risk arising from the
Company's business model and operations.
Dealings in the Company's shares are
monitored and any dealings must first be approved by the
Non-executive Director.
The risk assessment matrix below
sets out and categorises key risks, and outlines the mitigating
actions which are in place. This matrix is updated as changes arise
in the nature of risks or the mitigating actions implemented, and
the Board reviews these on a regular basis. The Company has
identified the principal risks to the Company achieving its
objectives as follows:
|
Risk
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Potential
Impact
|
Mitigation
|
|
Dependence on the Company's Directors, who are the only
employees.
|
As a consequence of a failure by
the Executive Management Team:
· Quarterly management information is not adequate/ received in
a timely fashion.
· Annual or interim reports or other market updates are filed
late, therefore damaging market reputation.
|
The Company has very simple
operations, its assets consist of only cash and
prepayments.
|
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Ability
to raise further funds
|
Our business model depends on our
ability to raise debt and/or equity funding to finance future
investments and overheads in the Company.
There can be no guarantee that we
will be able to raise funds, particularly in the current economic
climate.
|
The careful management of our
investments underpin our success to date in raising funds. This
includes not only making the initial investment after our appraisal
process but continuous ongoing monitoring of the investee companies
and reporting positive news.
|
|
Ability
to identify further suitable investment opportunities
|
There is no guarantee that
investment opportunities will be available, and the Company may
incur costs in conducting due diligence into potential investment
opportunities that may not result in an investment being
made.
|
The detailed due diligence carried
out coupled with the Board's knowledge and expertise give us
confidence that we will continue to identify potential
investments.
|
The Board considers that an
internal audit function is not considered necessary or practical
due to the size of the Company and the day-to-day control exercised
by the Directors. However, the Board will monitor the need for an
internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its
control systems.
5. Maintain the Board as a
well-functioning, balanced team led by the Chair
The Board recognises the QCA
recommendation for a balance between Executive and Non-executive
Directors and the recommendation that there be at least two
Independent Non-executives. The Board consists of three directors;
one Executive Director and two Non-Executive Directors. The Board
deems the current composition to be sufficient, given the nature
and size of the Company. The Board maintains that the Board's
compositions will be frequently reviewed as the Company
develops.
The Company has in place two
committees, an Audit and Risk Committee and a Nomination Committee.
The Directors of the Company are committed to sound governance of
the business, and each devotes sufficient time to ensure this
happens. The Board held four Board meetings in the period. All
meetings were attended by both Directors. Board meetings cover
regular business, investments, finance, and operations.
6. Ensure that between them the Directors
have the necessary up-to-date experience, skills and
capabilities
The Company believes that the
Board as a whole has significant experience in the financial
services industry. The Board believes they have the requisite mix
of skills and experience to successfully execute the business
strategy in order to meet the Company's objectives.
Neil Sinclair, Executive
Director (Appointed on 22 January
2024)
Neil Sinclair has over 60 years'
experience in the real estate sector. He was a co-founder of
Sinclair Goldsmith, Chartered Surveyors, which was admitted to the
Official List in 1987. It subsequently merged with Conrad Ritblat
in 1993, when he became Executive Deputy Chairman. Neil was
appointed Chairman of Baker Lorenz, surveyors in 1999, which was
sold to Hercules Property Services plc in 2001. He was appointed a
non-executive director of Tops Estates plc in 2003 and remained so
until it was sold to Land Securities plc in 2005. He co-founded
Palace Capital plc with Stanley Davis in July 2010 and helped build
a £280m property portfolio. He served as Chief Executive Officer
until June 2022.
Stanley Davis, Non-executive
Director (Appointed on 22 January
2024)
Stanley Davis is a successful
entrepreneur who has been involved in the City of London since
1977. He founded a company registration agent, Stanley Davis
Company Services Limited, which he sold in 1988. In 1990 he became
Chief Executive of a small share registration company which became
known as IRG plc. It acquired several businesses including Barclays
Bank Registrars and was sold in April 2000 for a substantial sum to
the Capita Group plc. He was Chairman of Stanley Davis Group
Limited specialising in company formations, property & company
searches. It was sold in June 2020 to Dye & Durham listed on
the Toronto Stock Exchange. He co-founded Palace Capital plc with
Neil Sinclair in July 2010 and helped build a £280m property
portfolio. He served as Chairman until December 2021.
Charles Goodfellow,
Non-executive Director
Charles Goodfellow is a corporate
broker with over 25 years' experience of raising funds for small
and mid-caps and private companies across a range of sectors and
jurisdictions. This includes a specialised focus on oil and gas,
and clean and renewable technology. In addition, he was previously
a Director of Acorn Growth plc (re-named Vodere plc). Proficient in
six languages, Charles has studied and worked globally and brings a
wealth of experience and broad outlook to the team.
Board composition is always a factor
for contemplation in relation to succession planning. The Board
will seek to take into account any Board imbalances for future
nominations, with areas taken into account including Board
independence and gender balance.
7. Evaluate Board performance based on
clear and relevant objectives, seeking continuous
improvement
The Directors consider that the
Company and Board are not yet of a sufficient size and complexity
for a full Board evaluation to make commercial and practical sense.
The Board acknowledges that it is non-compliant with its processes
to evaluate the performance of the Board.
As the Company is a cash shell, the
Board deems the current structure to be sufficient.
As the Company grows, it expects to
expand the Board and with the Board expansion, re-consider the need
for Board evaluation.
In view of the size of the Board,
the responsibility for proposing and considering candidates for
appointment to the Board as well as succession planning is retained
by the Board. All Directors submit themselves for re-election at
the AGM at regular intervals.
8. Promote a corporate culture that is
based on ethical values and behaviours
The Board believes that by acting
ethically and promoting strong core values it will gain a
reputation for honesty and that this will attract business and help
the long-term objectives of the Company. As such the Board adopts
an open approach to all investors, investment opportunities and all
its advisers and service providers.
The Board further considers the
activities of and persons involved with potential investee
companies as part of its due diligence processes.
The Board places great importance on
the responsibility of accurate financial statements and auditing
standards which comply with the Auditing Practice Board's (APB's)
and Ethical Standards for Auditors. The Board places great
importance on accuracy and honesty and seeks to ensure that this
aspect of corporate life flows through all that the Company
does.
A large part of the Company's
activities is centred upon an open and respectful dialogue with
stakeholders. The Directors consider that the Company has an open
culture facilitating comprehensive dialogue and
feedback.
9. Maintain governance structures and
processes that are fit for purpose and support good decision-making
by the Board
The Board is committed to, and
ultimately responsible for, high standards of corporate governance
and notes the departure from the Code in terms of independence on
the Board. The Board reviews the Company's corporate governance
arrangements regularly and expects these to evolve over time, in
line with the Company's growth. The Board delegates
responsibilities to Committees and individuals as it sees
fit.
It is the role of the Non-Executive
Directors to manage the Board and advise its conduct.
The Non-Executive Director is
responsible for the day-to-day management of the Company's
activities.
The matters reserved for the Board
are:
(a) Defining the long-term
strategy for the Company;
(b) Approving all major
investments;
(c) Approving any changes to
the Capital and debt structure of the Company
(d) Approving the full year
and half year results and reports;
(e) Approving resolutions to
be put to the AGM and any general meetings of the
Company;
(f) Approving changes
to the Advisory team; and
(g) Approving changes to the
Board structure.
10. Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders
The Board is committed to
maintaining effective communication and having constructive
dialogue with its stakeholders. All shareholders are encouraged to
attend the Company's Annual General Meeting and the Board discloses
the result of General Meetings by way of announcement.
The Company's first annual financial
statements will be publicly announced once audited and will also be
available on the Company's website and at the Company's registered
office.
Information on the Investor
Relations section of the Company's website is kept updated and
contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars.
Shareholders with a specific enquiry can contact us on the website
contact page.
Charles Goodfellow
Non-executive Director
28 February 2024
Directors' responsibilities
The Directors are responsible for
preparing the Strategic Report, Directors' Report and the financial
statements in accordance with applicable law and
regulations.
Company law requires the Directors
to prepare financial statements for each financial period. Under
that law they are required to prepare financial statements in
accordance with the UK adopted international accounting standards
(IAS), in conformity with the requirements of the Companies
Act.
The financial statements are
required by law and IAS to present fairly the financial position
and performance of the Company; the Companies Act 2006 provides in
relation to such financial statements that references in the
relevant part of the Act to financial statements give a true and
fair view and references to their achieving a fair
presentation.
Under Company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for the period. The Directors are
also required to prepare financial statements in accordance with
the rules of the London Stock exchange.
In preparing the Company's
financial statements, the Directors are required to:
● select suitable accounting policies and then apply them
consistently;
● make judgements and estimates that are reasonable and
prudent;
● state whether applicable UK adopted international accounting
standards (IAS), in conformity to the Companies Act, been followed,
subject to any material departures disclosed and explained in the
financial statements.;
● prepare the financial statements on a going concern basis
unless it is inappropriate to assume the Company will continue in
business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Website publication
Financial statements are published
on the Company's website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's
website is the responsibility of the Directors. The
Directors' responsibility also extends to the ongoing integrity of
the financial statements contained therein.
Opinion
We have audited the financial
statements of More Acquisitions Plc (the 'company') for the period
ended 31 October 2023 which comprise Statement of Profit or Loss
and Other Comprehensive Income, Statement of Financial Position,
Statement of Changes in Equity, Statement of Cash
Flows and notes to the financial statements,
including significant accounting policies. The financial
reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting
standards.
In our opinion the financial
statements:
• give a
true and fair view of the state of the company's affairs as at 31
October 2023, and of its loss for the period then ended;
• have been
properly prepared in accordance with UK adopted international
accounting standards; and
• have been
prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are
further described in the Auditor responsibilities for the audit of
the financial statements section of our report. We are independent
of the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard, as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Emphasis of Matter relating to Going
Concern
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors'
assessment of the entity's ability to continue to adopt the going
concern basis of accounting included review and scrutiny of the
cash flow forecast prepared by the directors for the twelve-month
period from the date of signing the financial statements and also
discussions with the directors relating to planned expenditure over
the next year. The cash flow forecast prepared by the
directors appears reasonable.
Based on the work we have performed,
we would like to draw to your attention information contained in
the Company's Prospectus published at the time of Admission to
trading on the Standard List of the Main Market of the on 4 March
2022:
'If an Acquisition
has not been announced within 24 months of Admission, the Board
will consult with the Shareholders as to the future direction of
the Company. The Directors may recommend to Shareholders that the
Company continue to pursue an Acquisition for a further 24 months,
or that the Company be wound up (in order to return capital to
Shareholders). The Board's recommendation will then be put to a
Shareholder vote (from which the Directors will abstain). In the
event that the Company is wound up, any capital available for
distribution will be returned to Shareholders.'
Our opinion is not modified in
respect of this matter.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit
we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic
decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate
the impact of misstatements identified.
Based on our professional judgement,
we determined overall materiality for the Company's financial
statements as a whole to be £7,100 (2022: £11,500) based on gross
assets (1.0%) in both periods.
We use a different level of
materiality ('performance materiality') to determine the extent of
our testing for the audit of the financial statements. Performance
materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the
specific risk of each audit area having regard to the internal
control environment.
Where considered appropriate
performance materiality may be reduced to a lower level, such as,
for related party transactions and administration and reverse
takeover expenses.
We agreed with the directors to
report to it all identified errors in excess of £355 (2022:
£575). Errors below that threshold would also be reported to
it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
In designing our audit, we
determined materiality, as above, and assessed the risk of material
misstatement in the financial statements. In particular, we
looked at the capturing of administrative costs, for example
ensuring all administrative and reverse takeover costs were
captured as well as unrecorded liabilities at year end. We
also addressed the risk of management override of internal
controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement
due to fraud.
Key Audit Matters
Key audit matters are those matters
that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team. 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.
We set out below, together with
going concern, those matters we identified as key audit matters.
This is not a complete list of all risks identified by our
audit.
|
Key audit
matter
|
How the scope of our audit
addressed the key audit matter
|
|
Capturing of all administrative and reverse takeover
costs
The company was incorporated and
listed on the London Stock Exchange in the prior period and
attempted a reverse takeover in the period we are reporting
on. All administrative costs relating to the running of the
Company and costs associated with the attempted reverse takeover
may not be included in the Statement of Profit or Loss and Other
Comprehensive Income therefore understating the loss for the
period.
|
We undertook procedures on a sample
basis to:
(i)
reviewed engagement letters between the company and professional
service providers
(ii)
reviewed invoices from professional service providers
(iii) reviewed
the company's bank statement for the period and post period
end
(iv) made
enquiries of management
|
|
Directors' use of Going Concern assumption
The directors' have used the going
concern basis of accounting in preparation of these financial
statements. The directors therefore consider that the company has
adequate resources to continue its operational existence for the
foreseeable future. There is a risk this assumption may not
be appropriate.
|
We reviewed and scrutinised the
cash flow forecast prepared by directors for the twelve-month
period from the date of signing the financial statements as well as
holding discussions with the directors relating to planned
expenditure over the next year. We have reviewed the
Company's Prospectus from the time of Admission to the London Stock
Exchange and have brought to the attention of the reader the risk
relating to an acquisition not being announced by the Company
within 24-months of Admissions (see Emphasis of Matter relating to
Going Concern paragraph above.).
|
|
Classification and Valuation of Share
Warrants
The company issued investor and
broker warrant instruments at the time of listing on the London
Stock Exchange. The accounting treatment, valuation and
disclosure of these warrants may not be appropriate in the
financial statements.
|
We reviewed a sample of the
agreements for the warrant instruments between the Company and the
brokers/investors to ensure the appropriate accounting treatment
was applied, selected a sample of signed agreements to ensure
appropriately executed, vouched the number of warrants issued to
the warrant register and reviewed the basis of valuation verifying
assumptions made by management within their selected valuation
model plus mathematically accurate as well as reviewing
appropriateness and completeness of disclosure in the financial
statements.
|
Our audit procedures in relation
to these matters were designed in the context of our audit opinion
as a whole. They were not designed to enable us to express an
opinion on these matters individually and we express no such
opinion.
Other information
The other information comprises the
information included in the annual report and financial statements,
other than the financial statements and our auditor's report
thereon. The directors are responsible for the other
information contained within the annual report and financial
statements. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this
regard.
Opinions on other matters
prescribed by the Companies Act 2006
In our opinion, based on the work
undertaken in the course of the audit:
• the
information given in the strategic report and the directors' report
for the financial period for which the financial statements are
prepared is consistent with the financial statements;
and
• the
strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to
report by exception
In the light of the knowledge and
understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements
in the strategic report and the directors' report.
We have nothing to report in respect
of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate
accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us;
or
• the
financial statements are not in agreement with the accounting
records and returns; or
• certain
disclosures of directors' remuneration specified by law are not
made; or
• we have
not received all the information and explanations we require for
our audit.
Responsibilities of
directors
As explained more fully in the
directors' responsibilities statement set out on page 12, the
directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial
statements, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor responsibilities for the
audit of the financial statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed
below:
• We
obtained an understanding of the legal and regulatory frameworks
within which the company operates, focusing on those laws and
regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements. The
laws and regulations we considered in this context was the UK
Companies Act and relevant taxation legislation.
• We
identified the greatest risk of material impact on the financial
statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to
these risks included enquiries of management about their own
identification and assessment of the risks of irregularities,
sample testing on the posting and basis of journals and sample
testing all expenditure in the period.
Because of the inherent limitations
of an audit, there is a risk that we will not detect all
irregularities, including those leading to a material misstatement
in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with
a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to
become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than
error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our
responsibilities is available on the Financial Reporting Council's
website at:https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for.
This description forms part of our auditor's report.
Other matters which we are required to
address
We were appointed by the board of
directors on 23 November 2022 to audit the financial statements for
the period ending 31 October 2022. Our total uninterrupted
period of engagement is two year, covering the period ending 31
October 2023.
The non-audit services prohibited by
the FRC's Ethical Standard were not provided to the company and we
remain independent of the company in conducting our
audit.
We communicate with those charged
with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit. Our audit opinion is consistent with the
additional report to the audit committee.
Use of our report
This report is made solely to the
company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Rakesh Chauhan FCCA (Senior Statutory
Auditor)
For and on behalf of:
Pointon Young Chartered
Accountants, Statutory Auditor
33 Ludgate Hill
Birmingham
B3
1EH
28 February 2024
|
|
Notes
|
2023
£
|
Restated*
2022
£
|
|
|
|
|
|
|
Administrative expenses
|
2
|
(463,897)
|
(113,639)
|
|
Warrant
expenses
|
2,10
|
-
|
(818,392)
|
|
Operating loss before
taxation
|
|
(463,897)
|
(932,031)
|
|
|
|
|
|
|
Income
tax
|
4
|
-
|
-
|
|
Loss for the period from
continuing operations
|
|
(463,897)
|
(932,031)
|
|
|
|
|
|
|
Loss for the period
attributable to the owners of the Company and total comprehensive
loss for the period
|
|
(463,897)
|
(932,031)
|
|
Earnings per share attributable to the owners of the
Company
|
|
|
|
|
From loss from continuing
operations/loss for the period:
|
|
|
|
|
Basic and diluted (pence per
share)
|
5
|
(0.37)
p
|
(1.30)
p
|
|
|
|
|
|
*Restated to include expenditure relating to share warrants -
See Note 10 to the financial statements
The notes on pages 22 to 32 form
part of these financial statements.
|
|
Notes
|
2023
£
|
Restated* 2022
£
|
|
Current
assets
|
|
|
|
|
Trade and
other receivables
|
6
|
63,570
|
13,499
|
|
Cash and
cash equivalents
|
7
|
649,265
|
1,151,671
|
|
Total current
assets
|
|
712,835
|
1,165,170
|
|
|
|
|
|
|
Total
assets
|
|
712,835
|
1,165,170
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and
other payables
|
8
|
(40,369)
|
(28,808)
|
|
Total current
liabilities
|
|
(40,369)
|
(28,808)
|
|
|
|
|
|
|
Total
liabilities
|
|
(40,369)
|
(28,808)
|
|
|
|
|
|
|
Net assets
|
|
672,466
|
1,136,362
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
9
|
1,250,001
|
1,250,001
|
|
Warrant
reserve
|
10
|
818,392
|
818,392
|
|
Retained
earnings
|
|
(1,395,928)
|
(932,031)
|
|
Total shareholders'
equity
|
|
672,465
|
1,136,362
|
|
|
|
|
|
*Restated to include expenditure relating to share warrants -
See Note 10 to the financial statements
The financial statements were
approved by the Board, authorised for issue on 28 February
2024 and were signed on its behalf
by:
Charles Goodfellow
Non-Executive Director
Registered number:
13628889
The notes on pages 22 to 32 form
part of these financial statements
*As restated
|
|
Share
capital
|
Warrant
Reserve
|
Retained
Earnings
|
Total
|
|
|
£
|
£
|
£
|
£
|
|
Balance at 17 September
2021
|
-
|
-
|
-
|
-
|
|
Total comprehensive loss for the period
ended as
restated
|
-
|
|
(932,031)
|
(932,031)
|
|
Shares issued in year
|
1,250,001
|
|
-
|
1,250,001
|
|
Warrants options issued in
year
|
-
|
818,392
|
-
|
818,392
|
|
Balance at 31 October 2022
|
1,250,001
|
818,392
|
(932,031)
|
1,136,362
|
|
Total comprehensive loss for the
period ended
|
-
|
-
|
(463,897)
|
(463,897)
|
|
Balance at 31 October 2023
|
1,250,001
|
818,392
|
(1,395,928)
|
(672,465)
|
|
|
|
|
|
|
*Restated to include expenditure relating to share warrants -
See Note 10 to the financial statements
Share capital
Share capital represents the
nominal value on the issue of the Company's equity share capital,
comprising £0.01 ordinary shares.
Warrant reserve
Warrant reserve represents the
fair value of warrants issued to investors and the Company's
advisor at the time of listing on the Standard Segment of the Main
Market of the London Stock Exchange.
Retained earnings
Retained earnings represent the
cumulative net losses of the Company recognised through the
Statement of Profit or Loss and Other Comprehensive
Income.
The notes on pages 22 to 32 form
part of these financial statements.
|
|
|
2023
|
Restated* 2022
|
|
|
Note
|
£
|
£
|
|
Operating activities
|
|
|
|
|
Loss for the period
|
|
(463,897)
|
(932,031)
|
|
Working capital adjustments
|
|
|
|
|
Increase in trade and other
receivables
|
6
|
(50,070)
|
(13,499)
|
|
Increase in trade and other
payables
|
8
|
11,561
|
28,808
|
|
Net
cash used in operating activities
|
|
(502,406)
|
(916,722)
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Warrant instruments
issued
|
10
|
|
818,392
|
|
Proceeds from issue of
equity
|
9
|
-
|
1,250,001
|
|
Net
cash generated from financing activities
|
|
-
|
2,068,393
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
(502,406)
|
1,151,671
|
|
Cash and cash equivalents at start
of the year
|
|
1,151,671
|
-
|
|
Cash and cash equivalents at end of the
year
|
7
|
649,265
|
1,151,671
|
The notes
on pages 22 to 32 form part of these financial
statements.
*Restated to include expenditure relating to share warrants -
See Note 10 to the financial statements
1. Accounting
policies
General information
More Acquisitions Plc (the
"Company") is a public limited company incorporated and domiciled
in the United Kingdom. The address of its registered office is 42
Upper Berkeley Street, London W1H 5QL with registered number
13628889.
The Company was formed on 17
September 2021 as a cash shell with the aim to undertake one or
more acquisitions, which may be in the form of a merger, capital
stock exchange, asset acquisition, stock purchase or a scheme
arrangement of a majority interest in a company or business. The
Company shares were admitted to trading on the Standard List of the
Main Market on the London Stock Exchange on 4 March 2022. It
is now intended that the Company will focus on the Real Estate
Sector.
Summary of significant accounting policies
The principal accounting policies
adopted in the preparation of these financial statements are set
out below. These policies have been consistently applied to both
years presented, unless otherwise stated.
Basis of preparation
These financial statements have been
prepared in accordance with the UK adopted International Accounting Standards and
Companies Act 2006 and are presented in the sterling which is the
functional currency of the Company and rounded to the nearest whole
pound.
These financial statements have been
prepared under the historical cost convention, as modified by the
revaluation of assets and liabilities held at fair
value.
The preparation of financial
statements in conformity with the UK adopted International
Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise
its judgement in the process of applying the Company's accounting
policies. There was one area involving a higher degree of judgement
or complexity, where assumptions and estimates were significant in
the financial statements, this related to the Classification
& Valuation of Share warrant instruments (see further
information in critical accounting judgements,
estimates and assumptions section of this note.
No dividends were declared or paid
in either period.
Going concern
The Company has reported a loss
for the year of £463,897.
The Company had cash reserves at
the year-end of £649,265.
The Directors therefore consider
that the company has adequate resources to continue its operational
existence for the foreseeable future.
Adoption of new and revised
standards and changes in accounting policies
The following new and amended
Standards and Interpretations have been issued but are effective
for the current financial year of the Company.
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Reference to the Conceptual Framework
Updates certain references without
changing the accounting requirements for business
combinations
|
1 January
2022
|
|
Amendments to IFRS 3
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Onerous Contracts: Cost of fulfilling a
contract
Specifies which costs to include
when assessing whether a contract will be loss-making
|
1 January
2022
|
|
Amendments to IAS 37
|
|
In the current year, the Company has applied a number
of amendments to Standards and Interpretations issued by the IASB
that are effective for an annual period that begins on or after 1
November 2022. These have not had any material impact on the
amounts reported for the period under review or prior
years.
Standards which are in issue
but not yet effective
At the date of authorisation of these
financial statements, the Company has not early adopted the
following amendments to Standards and Interpretations that have
been issued but are not yet effective:
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Insurance contracts
Replaces IFRS 4, which permits a
wide variety of practices in accounting for insurance
contracts
The Company have no insurance
contracts
|
1 January
2023
|
|
Amendments to IFRS 17
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Practice statement 2 and IAS 8
Aims to improve distinguishing
between changes in accounting estimates and changes in accounting
policies
|
1 January
2023
|
|
Narrow scope amendments to IAS
1
|
|
|
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Deferred tax related to assets and liabilities arising from a
single transaction
Recognise deferred tax that gives
rise to equal amounts of taxable and deductible temporary
differences
|
1 January
2023
|
|
Amendment to IAS 12
|
|
|
Standard or Interpretation
|
Effective for annual periods
commencing on or after
|
|
|
|
Non-current liabilities with
covenants
Replaces IFRS 4, which permits a
wide variety of practices in accounting for insurance
contracts
|
1 January
2023
|
|
Amendments to IAS 1
|
|
Adoption of new and revised standards and changes in
accounting policies
As yet, none of these have been
endorsed for use in the UK and will not be adopted until such time
as endorsement in confirmed. The Directors do not expect any
material impact as a result of adopting the standards and
amendments listed above in the financial year, they become
effective.
Financial instruments
Financial assets and financial
liabilities are recognised in the Company's balance sheet when the
Company becomes a party to the contractual provisions of the
instrument. Financial assets and liabilities are initially
measured at fair value.
Cash and cash equivalents
Cash and cash equivalents include
cash in hand, deposits held at call with banks, other short term
highly liquid investments with original maturities of three months
or less.
For the purpose of the cash flow
statement, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank
overdrafts.
Financial liabilities
The Company classifies its
financial liabilities in the category of financial liabilities
measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or
loss.
Financial liabilities measured at amortised
cost
Financial liabilities measured at
amortised cost include:
Trade payables and other
short-term monetary liabilities, which are initially recognised at
fair value and subsequently carried at amortised cost using the
effective interest rate method.
Operating loss
Operating loss is stated after
crediting all items of operating income and charging all items of
operating expense.
1. Accounting policies
(continued)
Taxation
The tax currently payable is based
on taxable profit or loss for the period. Taxable profit or loss
differs from net profit or loss as reported in the income statement
because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible.
Deferred taxation
Deferred tax assets and
liabilities are recognised where the carrying amount of an asset or
liability in the balance sheet differs from its tax
base.
Recognition of deferred tax assets
is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be
utilised.
The amount of the asset or liability
is determined using tax rates that have been enacted or
substantively enacted by the balance sheet date and are expected to
apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
Critical accounting judgements, estimates and
assumptions
The preparation of the financial
statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial
statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements,
estimates and assumptions on historical experience and on other
various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The
resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities (refer to the
respective notes) within the next financial year are discussed
below.
Classification &
Valuation of Share warrant instruments
The classification of the broker and
investor warrant instruments issued by the Company at the time of
admission to trade on the Standard Segment of the Main Market of
the London Stock Exchange was assessed in accordance with IFRS 9
and IAS 32. These warrants were assessed as meeting the
criteria to be classed as equity instruments and are therefore
accounted for as such in the financial statements being an expense
through the Statement of Comprehensive Income and an equity reserve
in the Statement of Financial Position.
The Company estimates the fair value
of the equity instruments at the grant date using the Black Scholes
Model in which the terms and conditions upon which those equity
instruments were granted are considered. Refer to Note 10 for
more detail relating to the share warrant instruments.
2. Nature of expenses
|
|
|
|
Restated* 2022
£
|
|
Listing
expenses
|
|
73,067
|
56,542
|
|
Bank
fees
|
|
3,597
|
1,476
|
|
Share
registrars
|
|
5,107
|
2,683
|
|
Accounting fees
|
|
94,916
|
21,000
|
|
Audit and
tax fee
|
|
15,917
|
19,400
|
|
Legal
fees
|
|
149,479
|
12,044
|
|
Brokers
advisory fee
|
|
104,000
|
-
|
|
Research
|
|
17,600
|
-
|
|
Warrant
expense
|
|
-
|
818,392
|
|
Other
expenses
|
|
214
|
494
|
|
|
|
463,897
|
932,031
|
|
|
|
2022
£
|
|
Auditors'
remuneration:
|
|
|
|
Audit of
these financial statements
|
15,500
|
15,000
|
|
Other
services
|
|
700**
|
|
Total auditors'
remuneration
|
15,500
|
15,700
|
* Restated to include expenditure relating to
share warrants - See Note 10 to the financial
statements
**Related to the audit of the Company's balance
sheet to re-register as a Plc.
3. Staff costs, including
Directors
During the year the Company had an
average of 2 employees who were management. The employees are
Directors of the Company.
The Directors did not earn or accrue
any fees or salaries or receive any expenses for the periods ended
31 October 2023 and 31 October 2022.
4. Taxation
The tax assessed on loss before
tax for the period differs to the applicable rate of income tax in
the UK for small companies of 25% The differences are explained
below:
|
|
|
Restated* 2022
£
|
|
Analysis
of income tax expense:
|
|
|
|
Current
tax
|
-
|
-
|
|
Deferred
tax
|
|
-
|
|
Total income tax
expense
|
-
|
-
|
|
|
|
|
|
Loss
before tax
|
|
(932,031)
|
|
|
|
|
|
Loss before tax multiplied by
effective rate of corporation tax of 25%* (2022: 19%)
|
(109,089)
|
(177,086)
|
|
|
|
|
|
Tax
reconciliation:
|
|
|
|
Loss for
the year
|
(463,897)
|
(932,031)
|
|
Expenses
not deductible for tax purposes
|
-
|
909,056
|
|
Losses
carried forward
|
|
22,975
|
|
Tax charge in the income
statement
|
|
-
|
As at 31 October 2023 the Company
had unused tax losses of £486,872 (2022: £22,975) available for
offset against future profits. The deferred tax asset
relating to these losses is not provided for due to the uncertainty
over the timing of any future profits. On 10 June 2021, the
UK Government's proposal to increase the rate of UK income tax from
19% to 25% with effect from 1 April 2023 was enacted into UK
law.
* Restated to include expenditure relating to
share warrants - See Note 10 to the financial
statements
**Includes marginal relief of
£4,629.
5. Earnings per ordinary
share
The earnings and number of shares
used in the calculation of loss/earnings per ordinary share are set
out below:
|
|
2023
|
Restated*
2022
|
|
Basic earnings per share
|
|
|
|
Loss for the financial
period
|
(463,897)
|
(932,031)
|
|
Weighted average number of
shares
|
125,000,100
|
71,423,610
|
|
Earnings per share (pence)
|
(0.37) p
|
(1.30) p
|
|
|
|
|
As at the end of the financial
period ended 31 October 2023, there were 256,250,005 share warrants
in issue, which had an anti-dilutive effect on the weighted average
number of shares. Refer to Note 10 for more information
relating to the share warrant instruments.
6. Trade and other
receivables
|
|
2023
£
|
2022
£
|
|
Prepayments
|
|
|
|
VAT
receivable
|
|
|
|
|
|
|
7. Cash and cash
equivalents
|
|
2023
£
|
2022
£
|
|
Cash at
bank and in hand
|
|
|
|
|
|
|
Cash and cash equivalents comprise
cash at bank and other short-term highly liquid investments with an
original maturity of three months or less. The Directors consider
that the carrying value of cash and cash equivalents approximates
to their fair value.
8. Trade and other
payables
|
|
2023
£
|
2022
£
|
|
Accruals
|
31,277
|
22,920
|
|
Other
payables
|
9,092
|
5,888
|
|
|
|
28,808
|
All trade and other payables fall
due for payment within one year. The Directors consider that the
carrying value of trade and other payables approximates to their
fair value.
9. Share capital
|
Issued and fully
paid
|
2023
Number
|
2023
£
|
|
At 17 September - at
incorporation
|
1
|
1
|
|
Total shares at £1 each
|
1
|
1
|
|
|
|
|
|
Share consolidation:
|
|
|
|
1 share at £1 per share,
consolidated into
|
|
|
|
100 shares at £0.01 per
share
|
100
|
1
|
|
Total shares at £0.01 each
|
100
|
1
|
|
|
|
|
|
Ordinary shares issued at
£0.01
|
4,999,900
|
49,999
|
|
Ordinary shares issued at
£0.01
|
120,000,100
|
1,200,001
|
|
At 31 October 2023
|
125,000,100
|
1,250,001
|
On incorporation, the Company issued 1 Ordinary
Share at £1 nominal value.
On 1 November 2021, the Company
consolidated the 1 Ordinary Share at £1 in issue into 100 Ordinary
Shares at £0.01 each.
On 11 February 2022, the Company issued 4,999,900
new Ordinary Shares at £0.01 per share.
On 4 March 2022, 120,000,100 new
Ordinary Shares were issued at £0.01 per share.
The fully paid ordinary shares have no par
value.
10. Share
warrant reserve and expenses
Investor warrants
On Admission, the Company issued
250,000,000 Investor Warrants. The Investor Warrant entitles the
holder to subscribe for one Ordinary Share at £0.015 per Ordinary
Share. The Investor Warrants are exercisable either in whole or in
part for a period of 5 years from the date of Admission. The
Investor Warrants have an accelerator clause which applies if the
Company announces and signs a sale and purchase agreement within 60
months of Admission. The Company will serve notice on the Investor
Warrant holders to exercise their warrants in this event. When the
Company serves notice, any Investor Warrants remaining unexercised
after 7 calendar days following the notification of the notice will
be cancelled.
Broker warrants
On Admission, the Company issued
6,250,005 Broker Warrants to Peterhouse Capital Limited. The Broker
Warrants are exercisable at £0.01 per Ordinary Share and are
exercisable either in whole or in part for a period of 5 years from
the date of Admission. The Broker Warrants are non-transferable.
The Broker Warrants have an accelerator clause which applies if the
Company announces and signs a sale and purchase agreement within 60
months of Admission. The Company will serve notice on the Broker
Warrant holders to exercise their warrants in this event. When the
Company serves notice, any Broker Warrants remaining unexercised
after 7 calendar days following the notification of the notice will
be cancelled.
Details of the number of warrants
and the Weighted Average Exercise Price (WAEP) outstanding during
the year are set out below.
Prior Year Adjustment
During the year, the Company
recognised a total warrant expense of £818,392 in the prior year as
a Prior Year Adjustment, restating the Statement of Profit or Loss
and Other Comprehensive Income to include this expense, as well as
a Warrant reserve within Equity in the Statement of Financial
Position and the relevant notes to the financial statements were
restated as appropriate.
The fair value of warrants granted
is calculated using the Black-Scholes Pricing Model. The model is
internationally recognised as being appropriate to value warrants.
The total number of warrants outstanding at 31 October 2023
were 256,250,005 (2022:
256,250,005).
|
|
|
Warrants
|
|
2023
|
|
Warrants
|
|
2022
|
|
|
|
Number
|
|
£
|
|
Number
|
|
£
|
|
|
|
|
|
|
|
|
|
|
|
Investor
warrants
|
|
250,000,000
|
|
791,391
|
|
250,000,000
|
|
791,391
|
|
Peterhouse
Capital Limited
|
|
6,250,005
|
|
27,001
|
|
6,250,005
|
|
27,001
|
|
|
|
256,250,005
|
|
818,392
|
|
256,250,005
|
|
818,392
|
|
|
|
|
|
|
|
|
|
|
|
Movements in reserves
Movements in the warrant reserve during the current
and previous financial period are set out below:
|
|
|
Investor
Warrant
|
|
Broker Warrant
|
|
Total
|
|
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
Balance at
17 September 2021
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Investor
warrants issued - 4 March 2022
|
|
791,391
|
|
-
|
|
791,391
|
|
Broker
warrants issued - 4 March 2022
|
|
-
|
|
27,001
|
|
27,001
|
|
|
|
|
|
|
|
|
|
Balance at
31 October 2022
|
|
791,391
|
|
27,001
|
|
818,392
|
|
Balance at
1 November 2022
|
|
791,391
|
|
27,001
|
1
|
818,392
|
|
Issued
during year
|
|
-
|
|
-
|
|
-
|
|
Lapsed
during year
|
|
-
|
|
-
|
|
-
|
|
Balance at
31 October 2023
|
|
791,391
|
|
27,001
|
|
818,392
|
Set out below are summaries of warrants granted on
admission to the London Stock Exchange:
|
|
|
Number of options
|
|
Weighted average exercise price
|
|
Number of options
|
|
Weighted average exercise price
|
|
|
|
2023
|
|
2023
|
|
2022
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the financial
period
|
|
256,250,005
|
|
£0.00
|
|
-
|
|
£0.00
|
|
Granted -
investor warrants
|
|
-
|
|
£0.01
|
|
250,000,000
|
|
£0.01
|
|
Granted -
broker warrants
|
|
-
|
|
£0.01
|
|
6,250,005
|
|
£0.01
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the financial period
|
|
256,250,005
|
|
£0.01
|
|
256,250,005
|
|
£0.01
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
Expired/
|
|
Balance at
|
|
|
|
|
|
Exercise
|
|
the start of
|
|
|
|
|
|
forfeited/
|
|
the end of
|
|
Grant
date
|
|
Expiry
date
|
|
price
|
|
the period
|
|
Granted
|
|
Exercised
|
|
other
|
|
the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/03/2022
|
|
04/03/2027
|
|
£0.01
|
|
-
|
|
256,250,005
|
|
-
|
|
-
|
|
256,250,005
|
|
|
|
|
|
|
|
-
|
|
256,250,005
|
|
-
|
|
-
|
|
256,250,005
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
Expired/
|
|
Balance at
|
|
|
|
|
|
Exercise
|
|
the start of
|
|
|
|
|
|
forfeited/
|
|
the end of
|
|
Grant
date
|
|
Expiry
date
|
|
price
|
|
the period
|
|
Granted
|
|
Exercised
|
|
other
|
|
the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/03/2022
|
|
04/03/2027
|
|
£0.01
|
|
256,250,005
|
|
-
|
|
-
|
|
-
|
|
256,250,005
|
|
|
|
|
|
|
|
256,250,005
|
|
-
|
|
-
|
|
-
|
|
256,250,005
|
|
|
|
|
|
Share price
|
|
Exercise
|
|
Expected
|
|
Dividend
|
|
Risk-free
|
|
Fair value
|
|
Grant
date
|
|
Expiry
date
|
|
at grant date
|
|
price
|
|
volatility
|
|
yield
|
|
interest rate
|
|
at grant date
|
|
Investors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/03/2022
|
|
04/03/2027
|
|
£0.01
|
|
£0.015
|
|
49.00%
|
|
-
|
|
0.984%
|
|
£0.003
|
|
Broker:
|
04/03/2027
|
04/03/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/03/2022
|
|
04/03/2027
|
|
£0.01
|
|
£0.01
|
|
49.00%
|
|
-
|
|
0.984%
|
|
£0.004
|
11. Financial
instruments
Categories of financial assets and
liabilities
The following tables set out the
categories of financial instruments held by the Company:
|
Financial assets
|
|
|
|
Loans and
receivables
|
Loans and
receivables
|
|
|
Note
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
7
|
|
|
649,265
|
1,151,671
|
|
|
|
|
|
649,265
|
1,151,671
|
|
Financial liabilities
|
|
|
|
Financial liabilities
measured at amortised cost
|
Financial liabilities
measured at amortised cost
|
|
|
Note
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Trade and other payables
|
8
|
|
|
40,369
|
28,808
|
|
|
|
|
|
40,369
|
28,808
|
The Company's financial
instruments comprise cash and cash equivalents and trade payables
that arise directly from the Company's operations. The main purpose
of these instruments is to ensure that the Company has sufficient
resources to fulfil its investment strategy. The main risks arising
from holding these financial instruments are market risk and
liquidity risk.
Market risk
All trading instruments are
subject to market risk, the potential that future changes in market
conditions may make any future investments less valuable, due to
fluctuations in security prices, as well as interest and foreign
exchange rates. Market risk is directly impacted by the volatility
and liquidity in the markets in which the related underlying assets
are traded.
Liquidity risks
The Company seeks to manage
liquidity risk by ensuring sufficient liquid assets are available
to meet foreseeable needs and to invest liquid funds safely and
profitably. All cash balances are immediately accessible, and the
Company holds no trades payable that mature in greater than 3
months, hence a contractual maturity analysis of financial
liabilities has not been presented. Since these financial
liabilities all mature within 3 months, the Directors believe that
their carrying value reasonably equates to fair value.
Capital Disclosure and Capital Management
The Company defines capital as
issued capital and retained earnings as disclosed in statement of
changes in equity. The Company manages its capital to ensure that
the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not
have any externally imposed financial requirements.
12.
Related party transactions
During the previous 13-month period,
the Company issued 2,700,000 ordinary shares and 6,250,005 broker
warrants to Peterhouse Capital Limited, a company connected to
Charles Goodfellow (director of the Company) and the Company's
financial adviser and corporate broker during both
periods.
Brokers advisory fees of £104,000
(2022: £21,112) for the reimbursement of payments made on the
Company's behalf) was paid by the company in the current financial
year to Peterhouse Capital Limited. At both period ends
£5,887.87 was owing to Peterhouse Capital Limited which has been
paid at the time of finalising these financial statements.
The following companies with common
control and/or directorships as Peterhouse Capital Limited hold
interests in the Company at both period ends as follows: P3
Capital Limited and P4 Capital Limited both hold 2,117,700 ordinary
shares and 4,235,400 each. Also, Flare Capital Limited holds
814,600 shares and 1,629,200 warrants.
Shareholdings and warrants held by
each of the directors is shown in the directors' interests section
of the Directors' Report.
13.
Operating lease commitments
At the balance sheet date, the
Company had no outstanding commitments under operating
leases.
14.
Ultimate Controlling Party
The Company considers that there
is no ultimate controlling party.
15. Post
Balance Sheet Events
On 22 January 2024 the Company
announced the retirement of one of its directors namely Roderick
McIllree and the appointment of two new directors, namely Neil
Sinclair (Executive Chairman) and Stanley Davis (Non-executive
director). In addition, on the same date it was announced
that the Company raised £312,240 through the issue of 31,224,000
new ordinary shares of £0.01 each at a price of 1 pence per share
with two free attaching warrants for every one placing share used
exercisable at 1.5 pence during a 5 year period.
On 18 January 2024 Peterhouse
Capital Limited resigned from the position of Corporate Advisor and
broker to the Company and in consideration for such termination it
was agreed by the Board that Peterhouse would be paid the sum of
£30,000 to be satisfied by the issue of new ordinary shares of
£0.01 each in the Company at par.
16. Capital
Commitments
There were no contracts for capital
expenditure at the period end.
17. Contingent
Liabilities
The Company intends to pay a current
director and a former director, a success fee as part of their
remuneration for their role in the Company listing on the standard
listing segment of the official list and admission to trading on
the main market of the London Stock Exchange. The success fee
is subject to the Company completing a Reverse Takeover following
admission. The board agreed that each of Roderick McIllree
and Charles Goodfellow would in the event of successful completion
of a Reverse Takeover by the Company be paid the sum of £50,000
each to be satisfied by the issue of new ordinary shares of £0.01
each in the Company at the price at which such shares are issued to
investors in connection with such Reverse Takeover. As the success
fee is contingent upon a Reverse Takeover taking place, the
arrangement is deemed to be a contingent liability and disclosed as
such.