Final results for the year ended
During the year under review your Board has continued working towards producing secure bond investments where the instrument will be fully secured by tangible assets. Up to the year end £750,000 Nominal of 4% Bonds 2022 have been placed.
Since the balance sheet date, a further £220,000 Nominal of 4% Bonds 2022 have been placed and your Board continues to work towards raising further funds in order to complete asset purchases. Your Board expects to be able to make an announcement in the second or third quarter of the new financial year.
I look forward to the future with enthusiasm and thank all my colleagues and our professionals for their support and advice.
I also thank you all as shareholders for your continuing support.
The directors of
For further information please contact:
Tel: 07718 883813
NEX Corporate Adviser:
Nick Michaels: 020 7251 3762
The financial information set out below does not constitute the Group’s statutory accounts for the year ended
The financial information has been extracted from the statutory accounts of
We have audited the financial statements of
In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report:
-- the financial statements give a true and fair view of the state of the Group’s affairs as at
31 March 2019and of the Group’s loss for the year then ended; -- the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and -- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
The Group’s investments at amortised cost represent loans advanced during the year and are carried at £700,700 on the consolidated statement of financial position as at
We conducted our audit in accordance with International Standards on Auditing (
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which explains that the group is dependent upon ongoing fundraising and forecast revenue streams to commercialise and develop its core businesses. In addition, the group has bonds due to be paid in
The Annual Report of
Consolidated Income Statement
for the year ended
31 March 20192019 2018 GBP GBP Continuing operations: Operating expenses (292,337) (340,268) Share based payments - (44,390) Operating loss (292,337) (384,658) Finance Charges (29,469) - Loss before taxation (321,806) (384,658) Taxation expense - - Loss for the year, attributable to owners of the Group (321,806) (384,658) Loss per share attributable to owners of the Group during Pence pence the year Basic and diluted Total and continuing operations (9.3) (11.1)
Consolidated Statement of Financial Position
2019 2018 GBP GBP Non-current assets Financial assets at fair value through other 131,250 112,500 comprehensive income Financial Assets at amortised cost 700,700 - Total non-current assets 831,950 112,500 Current assets Trade and other receivables 41,296 - Cash and cash equivalents 12,059 2,154 Total current assets 53,355 2,154 Total assets 885,305 114,654 Equity Share capital 194,116 194,116 Share premium 954,574 954,574 Share option reserve 80,300 80,300 Investment revaluation reserve 118,934 100,184 Retained earnings (1,885,275) (1,563,469) Equity attributable to owners of the Group and total (537,351) (234,295) equity Current liabilities Trade and other payables 672,656 348,949 Loans and other borrowings 750,000 - Total equity and liabilities 885,305 114,654
Consolidated Statement of Cashflows
for the year ended
2019 2018 GBP GBP Operating activities Loss before tax (321,806) (384,658) Adjustment for: Expenses and retention related to bond 120,000 - Share based payment - 67,140 (Increase)/decrease in trade and other receivables (41,296) 7,800 Increase/(decrease) in trade and other payables 323,707 221,886 Net cash flow from operating activities 80,605 (87,832) Investing activities Loan advanced (700,700) - Net cash flow from investing activities (700,700) - Financing activities Proceeds from issue of shares - 89,364 Cash received from the Issuance of bonds 630,000 Net cash flow from financing activities 630,000 89,364 Net increase / (decrease) in cash and cash equivalents 9,905 1,532 Cash and cash equivalents at start of year 2,154 622 Cash and cash equivalents at the end of the year/period 12,059 2,154 Cash and cash equivalents comprise: Cash and cash in bank 12,059 2,154 Cash and cash equivalents at end of year/period 12,059 2,154
Notes to the Financial Statements
for the year ended
1 General information
2 Principal accounting policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), and IFRIC interpretations as adopted in the
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumption and estimates are significant to the Financial Statements, are disclosed later in these accounting policies.
The financial statements are presented in sterling (£).
During the period, the Group made a loss of £321,806 and at the year-end had net current liabilities of £1,369,301. The cash balance at the year-end was £12,059.
The Chairman’s statement has explained the current fundraising activities, therefore, the directors have formed the opinion that with the revenue streams from bond issuances, the eradication of debt and the inflow of funds from the conversion of warrants, the Group will secure adequate funds for the working capital requirements of the Group in the foreseeable future. Further, this will ensure that adequate arrangements will be in place to enable the settlement of their financial commitments as and when they fall due.
For this reason, the directors continue to adopt the going concern basis in preparing the financial statements. Whilst there are inherent uncertainties in relation to future events, and therefore no certainty over the outcome of the matters described, the directors consider that, based on financial projections and dependent on the success of their efforts to complete these activities, the Group will be a going concern for the next 12 months.
Changes in accounting policy
During the financial year, the Group has adopted the following new and amended IFRS and IFRIC interpretations that are mandatory for current financial year:
Amendments to IAS 7 Disclosure Initiative Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses Annual Improvements to IFRS standard Amendments to IFRS 12 Disclosure of 2014- 2016 Interest in Other Entities
The impact of adopting the above amendments had no material impact on the financial statements of the Group.
The following standards, amendments and interpretations applicable to the Group are in issue but are not yet effective and have not been early adopted in these financial statements. They may result in consequential changes to the accounting policies and other note disclosures. We do not expect the impact of such changes on the financial statements to be material. These are outlined in the table below:
IFRS 5 Non-current assets held for sale and discontinued operations
IFRS 7 Financial instruments
IFRS 9 Financial instruments
IFRS 10 (amended) Consolidated Financial Statements
IFRS 11 (amended) Joint Arrangements
IFRS 12 (amended) Disclosure of Interests in Other Entities
IFRS 14 Regulatory deferral accounts
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
IFRS 17 Insurance Contracts
IAS 1 (amended) Presentation of Items of Other Comprehensive Income
IAS 16 & 41 (amended) Property, Plant and Equipment
IAS 19 Employee benefits
IAS 27 (amended) Separate Financial Statements
IAS 28 (amended) Investments in Associates and Joint Ventures
IAS16 & 38 (amended) Intangible assets
IAS 34 Interim financial reporting
In addition, there are certain requirements of Improvements to IFRSs which are not yet effective.
IFRS 9 – Financial Instruments IFRS 9 replaced the classification and measurement models for financial instruments contained in IAS 39 Financial Instruments: Recognition and Measurement and is effective for accounting periods beginning on or after
The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group.
Key estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The only estimates and assumptions that may cause material adjustment to the carrying value of assets and liabilities relate to the valuation of unquoted investments. These are valued in accordance with the techniques set out in the accounting policy for ‘Financial Assets and Liabilitiess’ on page 15.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is the tax currently payable based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the group is able to control the reversal of the temporary difference and it I probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that the temporary difference will not reverse in the foreseeable future.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit or loss income statement, except where they relate to items that are recognised in other comprehensive income in which case the related deferred tax is also charged or credited directly to equity.
A segment is a distinguishable component of the Group’s activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.
As the chief operating decision maker reviews financial information for and makes decisions about the Group’s investment activities as a while, the directors have identified a single operating segment, that of developing secure bond investment.
Financial assets and liabilities
i. Recognition and initial measurement
The Group initially recognises loans and advances, trade and other receivables/payables, and borrowings plus or minus transactions costs when and only when the Group becomes party to the contractual provisions of the instruments.
Financial assets at amortised cost
The Group’s financial assets at amortised cost comprise trade and other receivables. These represent debt instruments with fixed or determinable payments that represent principal or interest and where the intention is to hold to collect these contractual cash flows.
They are initially recognised at fair value, included in current and non-current assets, depending on the nature of the transaction, and are subsequently measured at amortised cost using the effective interest method less any provision for impairment
Financial assets at fair value through other comprehensive income
i. Classification of financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income (FVOCI) comprise:
Equity securities which are not held for trading, and which the group has irrevocably elected at initial recognition to recognise in this category. These are strategic investments and the group considers this classification to be more relevant.
Debt securities where the contractual cash flows are solely principal and interest and the objective of the group’s business model is achieved both by collecting contractual cash flows and selling financial assets.
ii. Equity investments at fair value through other comprehensive income
Financial liabilities at amortised cost
Financial liabilities at amortised cost comprise trade and other payables. They are classified as current and non-current liabilities depending on the nature of the transaction, are subsequently measured at amortised cost using the effective interest method.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or when it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances deposits at banks, together with other short-term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
The investment revaluation reserve represents the difference between the purchase costs of the available-for-sale investments less any impairment charge and the market value of those investments at the accounting date.
Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
Financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. All interest related charges are recognised as an expense in finance cost in the income statement using the effective interest rate method. The Group’s financial liabilities comprise trade and other payables.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments.
3 Earnings per share
The basic and diluted earnings per share is calculated by dividing the loss attributable to owners of the Group by the weighted average number of ordinary shares in issue during the year.
2019 2018 GBP GBP Earnings Loss for the purposes of basic and fully diluted loss per (321,806) (384,658) share Number of shares Weighted average number of shares for calculating basic and fully diluted 3,455,865 3,455,865 earnings per share 2019 2018 Pence Pence Earnings per share Basic and fully diluted loss per share (9.3) (11.1)
In 2017 the Group issued up to £100,000 warrants, during 2018 the Group received notice from the holders of 75,000 warrants to convert them into 75,000 ordinary shares for a consideration of £7,500.