BECKET INVEST PLC
("Becket" or the "Company")
Annual Report and Financial Statements
For the year ended 30 September 2023
Chairman's Statement
Dear Shareholders,
I am pleased to present the annual report for Becket Invest Plc (the "Company" or "Becket") for the year ended 30 September 2023. This has been a year of significant change for the Company, culminating in the admission of the Company to the Standard Listing and to trading on the Main Market of the London Stock Exchange on 5 June 2023.
Company activities
The principal focus of the Company is to acquire an established business in the technology sector. To this end, the Company will continue to endeavour to identify acquisition targets where such targets can offer a clear value advantage to the Company. However, the Company's focus in identifying opportunities will not be limited to a particular industry or geographic location.
Financial Status
The Company's financial position remains stable given that it does not currently generate any income, with available funds to support our immediate initiatives. Whilst we have not generated any operating income during the financial year, we are dedicated to ensuring that our resources are prudently managed for the benefit of the shareholders.
Acknowledgements
Finally, I would like to express my appreciation to our shareholders for their ongoing support and patience as we pursue avenues for future operations and value creation. We remain dedicated to our shareholders' interests.
Graeme Muir
Chairman
The full report will shortly be available on the Company's website at https://www.becketinvest.co.uk/
| Enquiries: | |
| Becket Invest Plc |
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| Peterhouse Capital |
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| Corporate Broker |
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Strategic Report
The Directors present their Strategic Report for the year ended 30 September 2023.
Principal Activities
Throughout the year under review, the Company was an investment company. The principal activity of the Company during year was to seek to acquire an established business in the technology sector. Such target businesses will, ideally, be approaching an identifiable inflection point in terms of revenue generation which can be accelerated through the injection of capital from the Company.
However, given the collective experience of the incoming Directors, the Company has decided to focus instead on opportunities in the battery metals and related technologies sectors and will focus on potential acquisition opportunities where such opportunities can offer a clear value advantage to the Company. The Company's efforts in identifying opportunities will not, however, be limited to a particular industry or geographic location. The main sources of value advantage are expected to be the relevant experience and networks of the Directors and the ability to act quickly to complete a transaction and to deploy capital. As such, the Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities.
However, the Company's efforts in identifying opportunities will not be limited to a particular industry or geographic location. In assessing such opportunities, the Directors will focus on opportunities which can offer a clear value advantage to the Company. The main sources of value advantage are expected to be the relevant experience and networks of the Directors and the ability to act quickly to complete a transaction and to deploy capital. As such, the Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities.
Review of Business and Development in the Year
A review of the year's activities and future prospects is contained in the Chairman's Statement.
Financial and Performance Review
The Company did not have any income producing assets during the year under review.
The results for the Company are set out in detail in the financial statements. The Company reports a loss of £2,265,477 for the year ended 30 September 2023 (2022: £Nil).
Key Performance Indicators
The usual financial key performance indicators do not apply to a company with no revenue. The Company's primary financial key performance indicator ('KPI') at this stage of its development is the monitoring of its cash balances. The Company's cash at 30 September 2023 was £677,622 (2022: £Nil). The critical non-financial KPI during the year was the ability of the Company to complete an acquisition or achieve an IPO, which it achieved.
Strategic Report….continued
Risk & Uncertainties
The Board regularly reviews the risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible.
Principal risk and uncertainty facing the Company during the year under review included but was not limited to the Company's ability to identify or secure opportunities in the sectors or geographical locations in which the Company has decided to focus.
Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long term;
· Act fairly between members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interest of the Company's employees;
· Foster the Company's relationships with suppliers, customers and others; and
· Consider the impact of the Company's operations on the community and the environment.
The Company has sought to act in a way that upholds these principles. The Directors believe that the application of s172 requirements can be demonstrated in relation to some of the key decisions made and actions taken during the year.
| Category | How the Directors have engaged | Impact of action |
| Shareholders and investors | The Directors have communicated regularly with its shareholders and investors via public announcements and the publication of a prospectus.
| The Company is listed on the Standard List and is trading on the Main Market of the London Stock Exchange. |
| Environmental, social and governance ("ESG") | The Directors acknowledge that our business activities could affect the society and environment around us, and that we have an opportunity and an implicit duty to ensure this impact is positive. | No environmental or safety incidents were reported during the year. |
Strategic Report….continued
Its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Company pays its creditors promptly and keeps its costs to a minimum to protect shareholders funds. When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration.
Use of financial instruments
The Company's financial risk management objectives are to minimise its liabilities, to fund its activities through equity financing and to ensure the Company has sufficient working capital to pursue its corporate strategic objectives.
Graeme Muir
Chairman
Date: 31 January 2024
Directors' Report
The Directors present their Directors' Report together with the audited financial statements of Becket Invest Plc (the "Company" or "Becket"). A commentary on the business for the year is included in the Chairman's Statement on page 3. A review of the business is also included in the Strategic Report on page 4.
The shareholdings of the Directors who held office throughout the year and at the date of publication are as follows:
| Name | Number of Ordinary Shares | Percentage of share capital |
| Graeme Muir | - | - |
| Thomas Furlong | - | - |
| Martin Lampshire | - | - |
| John Taylor | - | - |
| James Crossley | - | - |
Martin Lampshire is a consultant of Peterhouse Capital Limited. Peterhouse Capital Limited hold 4,155,200 ordinary shares in the Company, approximately 5.07% of the shareholdings at year end. Flare Capital Limited, a company under common directorships as Peterhouse Capital Limited, hold 9,414,290 (11.48%) shares in the Company at year end. Graeme Muir and James Crossley are directors of BPM Trading Limited, who is a significant shareholder of the Company holding 62,844,800 shares (76.64%).
No directors held any shares in the Company as at the above date.
Results and dividends
The results for the year ended 30 September 2023 are set out on page 23.
The Company reports a loss of £(2,265,477) for the year ended 30 September 2023 (2022: £Nil).
There were no dividends paid in the previous or current financial year.
Directors' Insurance and Indemnity Provision
The Company does not currently hold directors' and officers' liability insurance. The Company will look to adhere to Section 234 of the Companies Act 2006 by implementing qualifying third-party indemnity provisions for the Directors in respect of liabilities incurred as a result of their office. Whilst the Company is seeking an acquisition vehicle the Company has kept suppliers and outgoings to a minimum to keep the momentum with the costs directed to the main concern.
Directors' Report….continued
Employment Policy
It is the policy of the Company to operate a fair employment policy. No employee or job applicant will be less favourably treated than another on the grounds of their sex, sexual orientation, age, marital status, religion, race, nationality, ethnic or national origin, colour or disability and all appointments and promotions will be determined solely on merit. The Directors will encourage employees to be aware of all issues affecting the Company and place considerable emphasis on employees sharing in its success.
Changes in share capital
Details of movements in share capital during the year are set out in Note 9 to these financial statements.
Pensions
The Company did not operate a pension scheme during the year and has not paid any contributions to any scheme for Directors.
All eligible Directors have been invited to participate in the Company's pension scheme with True Potential. At the time of publication all Directors have opted out of the workplace pension.
Energy and Emissions Data
As the Company has not consumed more than 40,000kwh of energy in this reporting year, it qualifies as a low energy user under these regulations and is not required to report on its emission, energy consumption or energy efficiency activities.
Going concern
As at the year end the Company's cash resources amounted to £677,622 and were deemed by the Directors to be sufficient for the Company to continue as a going concern.
Therefore, the Directors have continued to adopt the going concern basis.
Directors' remuneration
Details of the remuneration of the Directors can be found in Note 5 to these accounts.
Directors' interests in transactions
Other than disclosed in Notes 5 and 11 no Director had during, or at the end of the year, a material interest in any contract which was significant in relation to the Company's business.
Directors' Report….continued
Directors
The following Directors held office during the year and/or at the signing date of this annual report:
Graeme Muir (Appointed 5 July 2023)
Thomas Furlong (Appointed 1 September 2023, resigned 1 December 2023)
Martin Lampshire (Resigned 6 October 2023)
John Taylor (Resigned 31 July 2023)
James Crossley (Appointed 1 December 2023
Internal controls and corporate governance
The Board is responsible for identifying and evaluating the major business risks faced by the Company and for determining and monitoring the appropriate course of action to manage these risks.
Substantial shareholdings
As at 30 September 2023, the following shareholders hold more than 3% of the issued share capital:
| Name | Number of Ordinary Shares | Percentage of share capital |
| BPM Trading Limited | 62,844,800 | 76.64% |
| Flare Capital Plc | 9,414,290 | 11.48% |
| Peterhouse Capital Ltd | 4,155,200 | 5.07% |
Within the nominee shareholdings it is confirmed that no individual person or organisation owns 3% or more.
Subsequent events
Details of subsequent events are disclosed in Note 13 of the financial statements.
Annual general meeting
This report and the financial statements will be presented to shareholders for their approval at the Company's Annual General Meeting ("AGM"). The Notice of the AGM will be distributed to shareholders together with the Annual Report.
Directors' Report….continued
Audit committee
The Audit and Risk Committee comprising Graeme Muir as chair and James Crossley will meet not less than twice a year. The Audit and Risk Committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit and Risk Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Chairman's Statement, Strategic Report, the Directors' Report, the Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare financial statements in accordance with UK adopted International Financial Reporting Standards (IFRS), in conformity with the requirements of the Companies Act
The financial statements are required by law and IFRS to present fairly the financial position and performance of the Company; the Companies Act 2006 provides in relation to such financial statements that references in the relevant part of the Act to financial statements give a true and fair view and references to their achieving a fair presentation.
Under Company Law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the profit or loss of the Company for that year. The Directors are also required to prepare the financial statements in accordance with the Rules of the London Stock Exchange.
In preparing the Company's financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether applicable accounting standards, UK adopted IFRS, in conformity to the Companies Act, have been followed, subject to any material departures disclosed and explained in the financial statements;
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
· prepare a Directors' Reports, Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.
Directors' Report….continued
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to the auditors
The Directors who held office at the date of the approval of these Financial Statements as confirm that:
· so far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
The Directors are responsible for preparing the annual report in accordance with applicable law and regulations. The Directors consider the annual report and the financial statements, taken as a whole, provides the information necessary to assess the Company's performance, business model and strategy and is fair, balanced and understandable.
Website publication
Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website extending to the ongoing integrity of the financial statements contained within.
Information to shareholders - Website
The Company has its own website (www.becketinvest.co.uk) for the purposes of improving information flow to shareholders as well as to potential investors.
Directors' Report….continued
Directors' Responsibilities Pursuant to DTR4
To the best of their knowledge, the Directors confirm:
· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position of the Company and its profit or loss as at 30 September 2023; and
· the annual report, including the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties faced.
By order of the board
Graeme Muir
Chairman
Date: 31 January 2024
Remuneration Report and Plan
Dear Shareholder,
On behalf of the Board, I am pleased to present our Remuneration Report. It has been prepared in accordance with the requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the "Regulations") and, after this introductory letter, is split into two areas: the Remuneration Policy and the Annual Report on Remuneration.
Becket was admitted to the Standard Listing and to trading on the Main Market of the London Stock Exchange on 5 June 2023. Since the listing, Becket has been an investment company with the premise of acquiring an established business in the technology sector.
Following the resignation of Martin Lampshire on 6 October 2023, John Taylor's resignation on 31 July 2023 and the appointment of Graeme Muir, (Chairman), and Thomas Furlong, (Non-Executive Director), as Directors on 5 July and 1 September 2023. (Thomas Furlong resigned 1 December 2023.) Respectively, the Company now has two Directors as James Crossely was appointed on 1 December 2023; one executive and one non-executive. The Company stated in its 31 May 2023 prospectus that the Directors will be paid annual amounts of:
· Martin Lampshire - £36,000 per annum; and
· John Taylor - £36,000 per annum.
Since Admission to trading it has been agreed that the new incoming Directors will have a remuneration of:
· Graeme Muir - £40,000 per annum;
· Thomas Furlong - £30,000 per annum (1 September 2023 - 1 December 2023); and
· James Crossley - £30,000 per annum (appointed 1 December 2023).
The Company is currently too small to have a Remuneration Committee and the establishment of such a committee (and the appointments to it) will be revisited upon the completion of the Company's first acquisition, along with incorporating its terms of reference.
The Directors, and their respective connected persons, do not hold any options or warrants or other rights over any unissued Ordinary Shares of the Company.
Shareholders should note that the Company's Remuneration Policy contains provisions that the Remuneration Committee, once established, will be granted powers to set new remuneration arrangements from time to time. An annual review will be undertaken to ensure remuneration is competitive and in line with market practice and good governance. Any changes to the Remuneration Policy will be put to shareholders at the next available Annual General Meeting.
Graeme Muir
Chairman
Date: 31 January 2024
Remuneration Policy
The Company adopted a formal remuneration policy on admission, 5 June 2023.
As part of the current Remuneration Policy, the Remuneration Committee, once established, will have extensive discretionary powers to set new remuneration arrangements that are commensurate with the business, from time to time. The Remuneration Committee will make changes to salary levels of the existing Directors, set salaries and compensation and introduce benefits, pension, annual bonus and long term incentive arrangements which are competitive and in line with market practice and governance guidelines and which would be designed to align the interests of shareholder growth and director compensation. The salaries and fees of all Directors were agreed following the admission of the Company to the Standard List and to trading on the Main Market of the London Stock Exchange on 5 June 2023.
| Element | Detail |
| Base salary | · Graeme Muir - £40,000 per annum; · Thomas Furlong - £30,000 per annum (now resigned); · Martin Lampshire - £36,000 per annum (now resigned); · John Taylor - £36,000 per annum (now resigned); and · James Crossley - £30,000 per annum (appointed 1 December 2023) |
| Benefits | No benefits are currently provided. A detailed review will be undertaken on the 12-month anniversary of publication of these accounts. |
| Pension | All eligible Directors have been invited to participate in the Company's pension scheme with True Potential. At the time of publication, all eligible Directors have opted out. |
| Annual Bonus | No annual bonus scheme is intended to be implemented during 2023. A detailed review will be undertaken on the 12-month anniversary of publication of these accounts. The review will reflect the scale and complexity of the Company at the time. Given the strategy of the Company, the Committee will continue to monitor this throughout the year. |
| Option Plan | Currently there is no option or other incentive plan in place. |
Notice periods
The notice period for all Directors is 3 months and notice must be provided in writing.
Other Employees
The Company currently has no other employees.
Other policy matters
Policy sections normally set out approaches in the areas of executive recruitment, termination of employment, shareholder consultation, consideration of employment conditions elsewhere in the Company and employee consultation. Other than items explained above, the Company believes that these issues are not applicable at present.
Remuneration Policy….continued
Report Approval
A resolution to approve this report will be proposed at the AGM of the Company. The vote will have advisory status.
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the years ended 30 September 2023 and 30 September 2022:
| | | | 2023 £ | 2022 £ |
| Graeme Muir | | | 10,000 | - |
| Thomas Furlong | | | 2,500 | - |
| Martin Lampshire | | | 15,000 | - |
| John Taylor | | | 18,000 | - |
| Closing balance | |
| 45,500 | - |
John Taylor received £9,000 in July in respect of three month's salary in lieu of notice.
Long term incentive plan arrangements
There are no charges to comprehensive income in the year for any option or warrant plan.
Other disclosures on remuneration during 2023
Other than the salaries and fees, detailed above in this Report, no other remuneration was paid, payable or is at present expected to be paid or payable for 2023. As such, there are no further disclosures to be made in respect of salary or fee changes for 2023, pension, benefits, annual bonus in respect of 2022 or 2023, vesting, outstanding or forward long-term incentive plan awards.
UK 10-year performance graph against CEO remuneration
The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company only listed on 5 June 2023 and is not paying dividends. The Directors intend to include such a comparison table from 2024, if appropriate.
Remuneration Policy….continued
Relative importance of spend on pay
The Directors have considered the requirement to present information on the relative importance of spend on pay compared to other financial metrics. Given that the Company had no trading business in 2023, did not generate revenues or pay dividends, the Directors do not believe it is necessary to include such information or that it would serve any meaningful purpose at the current time.
UK Remuneration percentage changes
Listed companies are required to make disclosures in respect of percentage year-on-year changes in the lead executive's and employee remuneration, the ratio of the lead executive's remuneration to that of different employee groups. These disclosures are not applicable.
Compliance with the Corporate Governance Code
The Committee has considered and will continue to monitor the regulatory environment and in particular the revised UK Corporate Governance Code. As the Company develops and introduces a formal remuneration policy, the Committee will reflect on these issues. The Committee is satisfied that in respect of 2023 the remuneration policy operated as intended in terms of Company performance and quantum.
The Committee will ensure that policies and practices are consistent with the six factors set out in Provision 40 of the Code including Clarity, Simplicity, Risk, Predictability, Proportionality and Alignment of Culture. Given the limited and simple nature of existing remuneration arrangements, the Committee believes they are consistent with these principles.
UK Directors' shares (audited)
The interests of the Directors who served during the year in the share capital of the Company as of 30 September 2023 and at the date of this report has been set out in the Directors' Report on page 7.
Policy Approval
A resolution to approve this policy will be proposed at the AGM of the Company.
Approved on behalf of the Board of Directors by:
Graeme Muir,
Chairman
Date: 31 January 2024
Independent Auditors' Report
For the year ended 30 September 2023
Registered number 13628478
Opinion
We have audited the financial statements of Becket Invest Plc (the 'company') for the period ended 30 September 2023 which comprise Statement of Profit or Loss, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company's affairs as at 30 September 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.
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 £7,160 based on total assets (1.0%).
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 directors' remuneration.
Independent Auditors' Report….continued
We agreed with the directors to report to it all identified errors in excess of £358. 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 set up costs and listing costs were captured. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key Audit Matters
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.
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 set up costs The company was incorporated and listed on the London Stock Exchange within the period we are reporting on. All set up and listing costs may not be included in the Statement of Profit or Loss therefore understating the loss for the period.
|
We undertook procedures on a sample basis to: (i) - review engagement letters between the company and professional service providers (ii) - review invoices from professional service providers (iii) - review the company's bank statement for the period and post period end and (iv) - made enquiries of management |
| Accounting treatment and disclosure of warrants issued in the year 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 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, reviewed 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. |
Independent Auditors' Report….continued
| Key audit matter | How the scope of our audit addressed the key audit matter |
| 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. |
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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included 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 have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Independent Auditors' Report….continued
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.
Independent Auditors' Report….continued
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context was the UK Companies Act and relevant taxation legislation.
• We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting and basis of journals and sample testing all expenditure in the period.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council's website at:https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for. 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 12 January 2024 to audit the financial statements for the period ending 30 September 2023. Our total uninterrupted period of engagement is one year, covering the period ending 30 September 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.
Independent Auditors' Report….continued
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Rakesh Chauhan FCCA (Senior Statutory Auditor)
For and on behalf of:
Pointon Young Chartered Accountants, Statutory Auditor
33 Ludgate Hill
Birmingham
B3 1EH 31 January 2024
Statement of Comprehensive Income
| | |
| |
| | | 30 Sep 2023 £ | 30 Sep 2022 £ |
| | Note | | |
| Continuing operations | | | |
| Administrative expenses | 4 | (171,906) | - |
| Warrant expense | 6 | (2,093,571) | |
| Loss before taxation | | (2,265,477) | - |
|
| | | |
| Taxation | 3 | - | - |
| | | | |
| Loss for the year from continuing operations | | (2,265,477) | - |
|
| | | |
| Other comprehensive income | | - | - |
| | | | |
| Total comprehensive loss for the year | | (2,265,477) | - |
| Earnings per share | |
|
|
| Basic earnings per share (pence) | 12 | (8.5p) | - |
| Diluted earnings per share (pence) | 12 | (1.2p) | - |
The notes to these financial statements on pages 27 to 37 form an integral part of these financial statements.
Statement of Financial Position
Company number: 13628478
| | |
| |
| | | 30 Sep 2023 £ | 30 Sep 2022 £ |
| ASSETS | Note | | |
| Current assets | | | |
| Trade and other receivables | 7 | 38,390 | 1 |
| Cash and cash equivalents | | 677,622 | - |
| Total Current Assets | | 716,012 | - |
|
Total Assets | | 716,012 | 1 |
|
| | | |
| LIABILITIES | | | |
| Current liabilities | | | |
| Trade and other payables | 8 | 67,917 | - |
| Total Liabilities | | 67,917 | - |
|
| | | |
| Net Assets | | 648,095 | 1 |
| | | | |
| EQUITY | | | |
| Share capital | 9 | 820,001 | 1 |
| Warrant Reserves | | 2,093,571 | - |
| Retained earnings | | (2,265,477) | - |
| Total Equity | | 648,095 | 1 |
The notes to these financial statements on pages 27 to 37 form an integral part of these financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 31 January 2024 and signed on its behalf by:
Graeme Muir
Chairman
Statement of Changes in Equity
| COMPANY | Share Capital | Share premium | Warrant Reserves | Retained earnings | Total shareholders' equity |
| | £ | £ | £ | £ | £ |
| Balance at 1 October 2021 | 1 | - | - | - | 1 |
|
| | | | | |
| Total comprehensive income | - | - | - | - | - |
| Balance at 30 September 2022 | 1 | - | - | - | 1 |
| Total comprehensive income | - | - | - | (2,265,477) | (2,265,477) |
| Net equity issued | 820,000 | - | - | - | 820,000 |
| Share warrant expense | | - | 2,093,571 | - | 2,093,571 |
| Balance at 30 September 2023 | 820,001 | - | 2,093,571 | (2,265,477) | 648,095 |
The notes to these financial statements on pages 27 to 37 form an integral part of these financial statements.
Statement of Cash Flows
| |
|
| |||||
| | Note | 30 Sep 2023 £ | 30 Sep 2022 £ | ||||
| Cash flows from operating activities |
| | | ||||
| Loss for the year | | (2,265,477) | - | ||||
| | | | | ||||
| (Increase)/decrease in receivables | | (38,389) | 1 | ||||
| Increase/(decrease) in payables | | 67,917 | - | ||||
| Net cash used in operating activities | | (2,235,949) | 1 | ||||
|
| | | | ||||
| Investing activities | | | | ||||
| Purchase of investment | | - | - | ||||
| Net cash used in investing activities | | - | - | ||||
| | | | | ||||
| Financing activities | | | | ||||
| | 2,093,571 | | ||||
| Issue of shares for cash, net of costs | | 820,000 | - | ||||
| Net cash from financing activities | | 2,913,571 | - | ||||
|
| | | | ||||
| Increase / (Decrease) in cash and cash equivalents | | 677,622 | - | ||||
| Cash and cash equivalents at beginning of the year | | - | - | ||||
| Cash and cash equivalents at the end of the year | | 677,622 | - | ||||
The notes to these financial statements on pages 27 to 37 form an integral part of these financial statements.
Notes to the Financial Statements
1. General information
Becket Invest Plc ('the Company' or 'Becket') is domiciled in England having been incorporated on 17 September 2021 under the Companies Act with registered number 13628478 as a public company limited by shares. The Company's shares were admitted to a Standard Listing and to trading on the Main Market of the London Stock Exchange on 5 June 2023.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied to all years presented, unless otherwise stated below.
In the opinion of the Directors the financial statements present fairly the financial position, and results from operations and cash flows for the year in conformity with the generally accepted accounting principles consistently applied.
2. Accounting policies
The financial statements have been prepared in accordance with UK International Financial Reporting Standards (IFRS).
Basis of preparation and going concern
The financial statements are prepared on the going concern basis, under the historical cost convention as modified for fair value accounting, if applicable. The financial statements are presented in Pounds Sterling and have been rounded to the nearest pound (£).
At 30 September 2023 the Company had cash resources of approximately £677,622 which, given the activities of the Company at the date of these financial statements provided it with sufficient available resources to meet all of its commitments for the next 12 months and, accordingly these financial statements are prepared on a going concern basis.
Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at cost and comprise cash in hand, cash at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings in current liabilities on the statement of financial position. For the purposes of the statement of cash flows, cash and cash equivalents also includes any bank overdrafts.
Income taxation
Income taxes include all taxes based upon the taxable profit of the company. Other taxes not based on income such as property and capital taxes, are included within operating expenses or financial expenses according to their nature.
Deferred taxation
Deferred income taxes are provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income taxes are determined using tax rates that have been enacted or substantially enacted and are expected to apply when the related deferred income tax asset is realised, or the related deferred income tax liability is settled.
Notes to the Financial Statements…continued
The principal temporary differences arise from depreciation or amortisation charged on assets and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.
Foreign currencies
(i) Functional and presentational currency
The Directors consider GBP Pound Sterling to be the Company's functional currency, therefore the financial statements are presented in GBP Pound Sterling.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
Monetary assets and liabilities denominated in foreign currencies are translated at the rates ruling at the statement of financial position date. All differences are taken to the statement of comprehensive income.
Financial instruments
Financial assets
Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. The Company currently has no financial assets that are considered to be of a financing transaction nature.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Investments
Investments are recognised at the lower of cost or market value.
Notes to the Financial Statements…continued
Financial liabilities
Basic financial liabilities, including trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the increase of new shares or options are shown in equity as a deduction from the proceeds.
Going concern
As at the year end the Company's cash resources amounted to £677,622 and were deemed by the Directors to be sufficient for the Company to continue as a going concern.
Therefore, the Directors have continued to adopt the going concern basis and have prepared a cashflow forecast for the 12-month period supporting this assumption.
Judgements and key sources of estimation uncertainty
Classification of Share warrant instruments
The classification of the broker and investor warrant instruments issued by the Company at the time of admission to the London Stock Exchange was assessed in accordance with IFRS 2, IFRS 9 and IAS 31. These warrants were assessed as meeting the criteria to be classed as equity instruments and are therefore accounted for as such in the financial statements being an expense through the Statement of Comprehensive Income and an equity reserve in the Statement of Financial Position.
The Company estimates the fair value of the equity instruments at the grant date using the Black Scholes Model in which the terms and conditions upon which those equity instruments were granted are considered.
Notes to the Financial Statements…continued
Adoption of new and revised standards and changes in accounting policies
The following new and amended Standards and Interpretations have been issued 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 October 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 | | |
Notes to the Financial Statements…continued
| 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.
From 1 October 2022 the Company has applied UK-adopted IAS. At the date of application, both UK-adopted IAS and EU-adopted IFRS are the same.
Notes to the Financial Statements…continued
3. Taxation
| | | 2023 £ | 2022 £ |
| UK Corporation tax | | - | - |
| Deferred tax | | - | - |
| Total tax charge | | - | - |
| The tax charge can be reconciled to the profit for the year as follows:
Loss for the year | | (2,265,477) | - |
| Tax at the standard rate of UK corporation tax of 25%* (2022: 19%) | | (513,749) | - |
| Tax reconciliation: Loss for the year Disallowed expenses: Losses carried forward
| | (2,265,477) 21,330 2,244,147
|
- - -
|
| Total tax charge | | - | - |
As at 30 September 2023 the Company had unused tax losses of £2,244,147 (2022: £Nil) available for offset against future profits. The deferred tax asset relating to these losses is not provided for due to the uncertainty over the timing of any future profits. On 10 June 2021, the UK Government's proposal to increase the rate of UK corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into UK law. *Including marginal relief of £15,157.
4. Loss for year
| | 2023 £ | 2022 £ |
| The Company's loss from continuing operations is stated after charging/(crediting): | | |
| Auditor remuneration - audit of these financial statements | 18,900 | - |
| Accounting | 15,000 | - |
| Directors' remuneration | 45,500 | - |
| General expenses | 40,656 | - |
| Legal fees | 8,423 | - |
| Professional fees including co-sec & bookkeeping | 10,320 | - |
| Stock Exchange & FCA fees including share registrar fees | 33,107 | - |
| | | |
| Loss | 171,906 | - |
Notes to the Financial Statements…continued
5. Staff Costs (including Directors)
Key management of the Company are considered to be the Directors of the Company and their accrued remuneration was as follows:
| | 2023 £ | 2022 £ |
| Graeme Muir (Appointed 5 July 2023) | 10,000 | - |
| Thomas Furlong (Appointed 1 September 2023, resigned 1 December 2023) | 2,500 | - |
| Martin Lampshire (Resigned 6 October 2023) | 15,000 | - |
| John Taylor (Resigned 31 July 2023) | 18,000 | - |
| Closing balance | 45,500 | - |
The key management personnel are considered to be the Directors.
The average monthly number of employees, including the directors, during the year was as follows:
| | 2023 | 2022 |
| Directors | 2 | 2 |
The Company had no other employees.
6. Share Warrant Reserve
The Company issued warrants to investors and their broker on admission to the Main Market of the London Stock Exchange on 5 June 2023. Each warrant gives the warrant holder the right to subscribe to one ordinary share at a price of £0.15 per share and will expire on 4 June 2028. Details of the number of warrants and the weighted average exercise price (WAEP) outstanding during the year are set out below.
During the year, the Company recognised a total warrant expense of £2,093,571 (2022: £Nil). The fair value of warrants granted is calculated using a Black-Scholes pricing model. The model is internationally recognised as being appropriate to value warrants. The total number of warrants outstanding at 30 September 2023 were 168,100,000 (2022: Nil).
Notes to the Financial Statements…continued
The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options were granted. The following table lists the inputs to the model.
| Grant date | 5 June 2023 |
| Exercise price (pence) | 0.015p |
| Number of warrants | 168,100,000 |
| Volatility | 59.9% |
| Risk free interest (%) | 4.573% |
| Dividend yield | 0.0% |
| Time to expiration at date of grant (i.e. life of warrants) in years | 5 |
7. Trade and other receivables
| | | | 2023 £ | 2022 £ |
| Prepayments | | | 13,721 | - |
| Sundry debtors | | | 24,669 | - |
| Closing balance |
|
| 38,390 | - |
The Directors consider that the carrying amount of other receivables is approximately equal to their fair value.
8. Trade and other payables
| | | | 2023 £ | 2022 £ |
| Trade payables | | | 19,854 | - |
| Accruals | | | 48,063 | - |
| Closing balance |
|
| 67,917 | - |
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Notes to the Financial Statements…continued
9. Share capital
| | | | 2023 £ | 2022 £ |
| Allotted, called up and fully paid share capital | 820,001 | 1 | ||
Movements in Equity
| | | Number of shares in issue |
| Opening balance of Ordinary Shares in issue of £0.01 each | 1 | |
| Shares issued in year | 820,000 | |
| Closing balance of Ordinary Shares in issue of £0.01 each | 820,001 | |
The Company has one class of ordinary shares which carry no right to fixed income.
| Share Capital | | | 2023 £ | 2022 £ |
| Cost b/f | 1 | 1 | ||
| Shares issued in year | 820,000 | - | ||
| | 820,001 | 1 | ||
Ordinary shares
All shares rank equally with regard to the Company's residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
Share Premium
Represents excess paid above nominal value on historical shares issued.
Share Warrant Reserve
This represents the amounts charged on share warrants that have been granted to investors and brokers. See Note 6.
Notes to the Financial Statements…continued
10. Financial instruments
Interest rate risk
The Company's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates on classes of financial assets and financial liabilities, was as follows:
| | | | Floating interest rate 2023 £ | Floating interest rate 2022 £ |
| Financial assets | | | 38,390 | - |
| Financial liabilities | | | (67,917) | - |
| Cash | | | 677,622 | 1 |
|
| |
| 648,095 | 1 |
The net fair value of financial assets and financial liabilities approximates to their carrying amount as disclosed in the statement of financial position and in the related notes.
Financial risk management
The Directors recognise that this is an area in which they may need to develop specific policies should the Company become exposed to further financial risks as the business develops.
Capital risk management
The Company considers capital to be its equity reserves. At the current stage of the Company's life cycle, the Company's objective in managing its capital is to ensure funds raised meet the Company's working capital commitments.
Credit risk management
With respect to credit risk arising from financial assets of the Company, which comprise cash and cash equivalents held in financial institutions, the Company are deemed to be at low credit risk.
Liquidity risk
The Company manages liquidity risk by maintaining adequate banking facilities and no current borrowing facilities. The Company continuously monitor forecasts and actual cash flows, matching the maturity profiles of financial assets and liabilities and future capital and operating comments. The Directors' consider the Company to have adequate current assets and forecast cash from operations to manage liquidity risks arising from current and non-current liabilities.
Notes to the Financial Statements…continued
11. Related party transactions
There were no related party transactions during the year under review apart from the following:
Martin Lampshire, received directors emoluments of £15,000 during the financial year, is a consultant of Peterhouse Capital Limited. Peterhouse Capital hold 4,155,200 ordinary shares in the Company, approximately 5.07% of the shareholdings at year end and was issued 4,100,000 share warrants for an exercise price of £0.015 from the Company as part of the listing on the London Stock Exchange, see details in Note 6. Flare Capital Limited, a company under common directorship as Peterhouse Capital Limited, purchased 9,414,290 (11.48%) shares in the Company during the year and held them at year end.
Graeme Muir and James Crossley are directors of BPM Trading Limited, who is a significant shareholder of the Company holding 62,844,800 shares (76.64%), received directors emoluments of £10,000 and £Nil respectively. James Crossley was appointed as director of the Company on 1 December 2023 after the balance sheet date.
12. Earnings per share
Earnings per share is calculated by dividing the loss for the year attributable to ordinary equity shareholders of the parent by the number of ordinary shares outstanding during the year.
During the year the calculation was based on the loss before tax for the year of £0.085 (2022: £Nil) divided by the weighted number of ordinary shares £0.012 (2022: £Nil).
13. Events after the year end date
There are no significant events to report after the year end date apart from Martin Lampshire resigned as director of the Company on 6 October 2023 and received £9,000 in lieu of notice. Thomas Furlong resigned on 1 December 2023 and on the same date James Crossley was appointed.
14. Contingent liability
The Company intends to pay its corporate broker, Peterhouse Capital Limited, a success fee as part of its remuneration for its role in the Company listing on the standard listing segment of the official list and admission to trading on the main market of the London Stock Exchange. The success fee is subject to the Company completing a Reverse Takeover following admission. The aggregate amount of the success fee will be the lower of (a) £100,000 or (b) 1% of the aggregate consideration payable in connection with the Acquisition and the gross proceeds of any fundraising associated with such Acquisition. As the success fee is contingent upon a Reverse Takeover taking place, the arrangement is deemed to be a contingent liability and disclosed as such.
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