This announcement contains
information which, prior to its disclosure, was inside information
as stipulated under Regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
28 June 2024
Mortgage Chat
PLC
("Mortgage Chat" or the "Company")
Annual results for the year
ended 31 December 2023
Mortgage Chat (AQSE: MCAI) is pleased
to announce its final audited results for the year ended 31
December 2023 (the "Accounts" or "Annual Report").
For more information, please visit
the Company's website at https://www.mortgagechat.co/
The Directors of the Company take
responsibility for this announcement.
Mortgage Chat PLC
|
|
Jeremy Woodgate
|
Via First Sentinel
|
First Sentinel Corporate Finance
|
|
Brian Stockbridge, Corporate
Adviser
|
+44 20 3855 5551
|
Chairman's Statement (incorporating the Strategic
Report)
________________________________________________________________________________________
I am pleased to present the
Chairman's Statement and Strategic Report for the financial results
on the Company for the period ended 31 December 2023.
Strategic approach
This year has been one of significant
transformation and strategic realignment for the
Company.
Originally, the Company was established to capitalise
on the promising opportunities within the medical cannabis sector.
However, as the sector did not experience the anticipated growth,
it became clear that a strategic pivot was necessary to ensure the
long-term success and sustainability of our business. In the third
quarter of 2023, we amended our investment policy to include
opportunities in the technology, fintech, and artificial
intelligence (AI) sectors. This shift allows us to tap into the
robust growth and innovation present in these dynamic
fields.
The strategic realignment was
accompanied by substantial changes aimed at repositioning
the Company. Key to
this transformation was the successful raising of funds via the
issuance of new equity in the Company, which provided the necessary
capital to pay off all existing debts which enables the
Company to pursue its new
strategic objectives with a solid foundation.
Additionally, changes were made to
the Board of Directors. These changes were implemented to bring in
fresh perspectives and expertise that align with our new focus
areas in technology, fintech, and AI.
I would like to extend my sincere
gratitude to all our shareholders, both existing and new, for their
continued support and trust during this period of
change.
As we move forward, we are excited
about the opportunities that lie ahead in the broader technology
sectors. We are committed to creating value for shareholders and
are enthusiastic about the future prospects.
Gender of directors and employees
There are two directors of Mortgage
Chat Plc who are both men. The Company recognises the value of the
commitment of its key personnel and is conscious that it must keep
appropriate reward systems, both financial and motivational in
place to minimise this area of risk.
Financial performance review
The loss of the Company for the
period ended 31 December 2023 before taxation amounts to £493,350
(31 December 2022: loss of £249,969).
Section 172(1) statement
The Directors continue to act in a
way that they consider, in good faith, to be most likely to promote
the success of the Company for the benefit of the members as a
whole.
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 Company is an early-stage
investment company quoted on the Access Segment of the Aquis Stock
Exchange and 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 employees and 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.
Jeremy Woodgate
Director
Directors' report
________________________________________________________________________________________
The directors present their report
on the Company and its audited financial statements for the year
ended 31 December 2023.
Principal Activity and Business
Review
A review of the business for the
year, and future developments are set out in the Chairman's Report,
incorporating Strategic Report
Dividends
The Directors do not recommend the
payment of a dividend for the year.
Review of the business and future
developments
A review of the Company's
performance, financial position and future prospects is given in
the Chairman's Report, incorporating the Strategic
Report.
Directors and their
interests
The interests of the Directors at 31
December 2023 in the ordinary share capital of the Company (all
beneficially held) were as follows:
|
31 December
2023
|
31 December
2022
|
|
No.
|
No. (*)
|
|
|
|
Gavin Hilary
Sathianathan
|
23,300,000
|
23,300,000
|
Jeremy Woodgate (via nominee
company)
|
27,528,617
|
-
|
Derek Lew
|
250,000,000
|
-
|
Peter Wall (via JEAMP Hodl
Co)
|
600,000,000
|
-
|
Philipp
Kallerhoff
|
330,000,000
|
-
|
Sarah Gow (via nominee
company)
|
70,000,000
|
-
|
|
|
|
Substantial
shareholdings
The substantial shareholders with
more than a 3% shareholding as at 31 December 2023 are shown
below
|
Percentage
|
Alexander Easdale
|
4.8%
|
James Easdale
|
4.8%
|
First Sentinel Corporate Finance
Ltd
|
8.1%
|
James Formoli
|
8.1%
|
JEAMP Hodl Co
|
19.3%
|
JIM Nominees Ltd Des:
JARVIS
|
6.5%
|
Philipp Kallerhoff
|
10.6%
|
Derek Lew
|
8.1%
|
Lucas Morea
|
4.8%
|
Seguro Nominees Ltd Des:
ICCORE
|
4.8%
|
Paolo Sidoli
|
3.2%
|
Umgawa Ltd
|
3.2%
|
Employees
The Company has no directly employed
personnel.
Creditor payment policy
The policy of the Company is
to:
(a) Agree the terms of
payment with suppliers when settling the terms of each
transaction;
(b) Ensure that suppliers
are made aware of the terms of payment by inclusion of the relevant
terms in contracts; and
(c) Pay in accordance with
its contractual and other legal obligations provided suppliers
comply with the terms and conditions of supply.
Charitable donations
During the period, the Company made
no charitable donations (2022 - £Nil).
Financial reporting
The Board has ultimate
responsibility for the preparation of the annual audited
accounts. A detailed review of the performance of the Company
is contained in the Chairman's report (incorporating the strategic
report). Presenting the Chairman's report (incorporating the
strategic report) and Director's Report, the Board seeks to present
a balanced and understandable assessment of the Company's position,
performance and prospects.
Internal control
A key objective of the Directors is
to safeguard the value of the business and assets of the
Company. This requires the development of relevant policies
and appropriate internal controls to ensure proper management of
the Company's resources and the identification and mitigation of
risks which might serve to undermine them. The Directors are
responsible for the Company's system of internal control and for
reviewing its effectiveness. It should, however, be
recognised that such a system can provide only reasonable and not
absolute assurance against material misstatement or
loss.
Risk management
The directors have in place a
process of regularly reviewing risks to the business and monitoring
associated controls, actions and contingency plans. Risk is further
discussed in Note 13.
Directors' indemnities
The Company has put in place
qualifying third party indemnity provisions for all of the
Directors of the Company which was in force at the date of approval
of this report.
Going concern
The Directors noted the losses that
the Company has made for the year ended 31 December 2023. The
Directors have prepared cash flow forecasts up until June 2025
which take account of the current cost and operational structure of
the Company.
The Company meets its working
capital requirements from its cash and cash equivalents. The
Company is pre-revenue, and to date has raised finance for its
activities through the issue of equity. The Directors have prepared
a detailed forecast for the 12 months following the date of signing
this report based on forecasted expenditure, including all required
spend to meet its corporate overhead costs. This forecast has been
stress tested by Management. However the Company's ability to meet
future operational objectives through to completing an acquisition
will be reliant on raising further finance.
The Directors are confident that
further funds can be raised and it is appropriate to prepare the
financial statements on a going concern basis, however there can be
no certainty that any financing will complete. These conditions
indicate existence of a material uncertainty related to events or
conditions that may cast significant doubt about the Company's
ability to continue as a going concern, and, therefore, that it may
be unable to realise its assets and discharge its liabilities in
the normal course of business. The auditors have made reference to
this material uncertainty within their audit report. These
financial statements do not include the adjustments that would be
required if the Company could not continue as a going
concern.
Auditors
The auditors, RPG Crouch Chapman
LLP, will be proposed for reappointment in accordance with section
485 of the Companies Act 2006.
This report was approved by the Board
on 26 June 2024 and signed on its behalf by Jeremy Woodgate,
Director of the Company.
Statement of directors' responsibilities
The directors are responsible for
preparing the Directors' Report and the financial statements, in
accordance with applicable law.
Company law requires the directors
to prepare financial statements for each financial year. Under that
law they have elected to prepare the financial statements in
accordance with UK-adopted international accounting standards
(UK-adopted IAS).
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 of the Company for that period.
In preparing the 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 they have been prepared in
accordance with IFRS as adopted by the UK, subject to any material
departures disclosed and explained in the financial
statements.
·
assess the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern; and
·
use the going concern basis of accounting unless
they either intend to liquidate the Company or to cease operations
or have no realistic alternative but to do so.
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
Companies Act 2006. They are responsible for such internal control
as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud and other
irregularities.
Website publication
The Directors are responsible for
the maintenance and integrity of the Company's website. Legislation
in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions
Statement of disclosure to auditors
So far as the Directors are aware,
there is no relevant audit information of which the Company's
auditors are unaware.
Additionally, the Directors have
taken all the necessary steps that they ought to have taken as
directors in order to make themselves aware of all relevant audit
information and to establish that the Company's auditors are aware
of that information.
Independent auditor's report to the members of Mortgage Chat
Plc
Opinion
We have audited the financial statements of Mortgage Chat Plc (the
'Company') for the year ended 31 December 2023 which comprise the
Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity, the Statement of Cash
Flows and the related notes to the financial statements, including
a summary of significant accounting policies.
The financial reporting framework
that has been applied in the preparation of the Company financial
statements is applicable law and UK-adopted International Financial
Reporting Standards (IFRS).
In our opinion, the financial
statements:
·
give a true and fair view of the state of the
Company's affairs as at 31 December 2023 and of its loss for the
year then ended;
·
have been properly prepared in accordance with
IFRS; 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's 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 entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going
concern
We draw attention to Note 2 in the
accounting policies, concerning the Company's ability to continue
as a going concern. The matters explained in Note 2 indicate that
the Company needs to raise further finance to fund its development
plans. As at the date of approval of these financial statements
there are no legally binding agreements relating to securing the
required funds. These events or conditions along with the matters
set forth in Note 2 indicate the existence of a material
uncertainty which may cast significant doubt over the Company's
ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
We have highlighted going concern as a key audit matter. 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 Company's ability to
continue to adopt the going concern basis of accounting
included:
·
Reviewing the cash flow forecasts prepared by
management for the period up to July 2025 ;
·
Discussing and challenging they underlying
assumptions used in preparing those forecasts;
·
Sensitising the forecast to a range of future
scenarios;
·
Reviewing post-year end RNS announcements;
and
·
Assessing the adequacy of going concern
disclosures within the Annual Report and Financial
Statements.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Our
approach to the audit
In planning our audit, we determined
materiality and assessed the risks of material misstatement in the
financial statements. In particular we looked at where the
directors made subjective judgements, for example in respect of
significant accounting estimates. As in all of our audits, 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.
We tailored the scope of our audit
to ensure that we performed sufficient work to be able to issue an
opinion on the financial statements as a whole, taking into account
the current structure of the Company, the accounting processes and
controls, and the industry in which it operates.
Key
audit matters
Key audit matters are those matters
that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified such as
valuation, classification and impairment of investments, including
those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters. The use of the Going Concern basis of accounting was
assessed as a key audit matter and has already been covered in an
earlier section of this report. The other key audit matters
identified are described below:
Key
audit matter
|
How
our work addressed this matter
|
Carrying value of investments
The Company holds an unlisted
investment, which has been held at cost less impairment.
As the estimates and assumptions
required to perform a valuation of an unlisted investment involve a
significant degree of judgement, we considered this to be a key
audit matter.
|
Our work included:
· Reviewing the valuation workings prepared by management,
flexing these accordingly to review for any indicators of
impairment and checking that the value in use model is
appropriate;
· Testing the integrity of the valuation model and forecast
figures;
· Discussing with management the assumptions used and obtaining
support for key assumptions;
· Sensitising the valuation model for key assumptions and
considering if the disclosures in the financial statements reflect
appropriately the requirement to disclosure key judgements and
estimates; and;
· Assessing the treatment to ensure appropriate disclosures are
included for the valuation in the financial statements.
|
Our
application of materiality
We apply the concept of materiality
both in planning and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to be the
magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken
on the basis of the financial statements.
In order to reduce to an
appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
We have based materiality on 2% of
gross assets. This benchmark is considered to be the most
significant determinant of the Company's financial performance used
by the users of the financial statements. Overall materiality for
the Company was set at £4,000.
We agreed with the Directors that we
would report on all differences in excess of 5% of materiality
relating to the group financial statements. We also report to the
Directors on financial statement disclosure matters identified when
assessing the overall consistency and presentation of the
consolidated financial statements.
Other information
The directors are responsible for
the other information. The other information comprises the
information included in the annual report, other than the financial
statements and our auditor's report thereon. 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. In
connection with our audit of the financial statements, 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 year for which the
financial statements are prepared is consistent with the financial
statements; and
·
the strategic report and the directors' report
have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and
understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements
in the strategic report or the directors' report.
We have nothing to report in respect
of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
·
adequate accounting records have not been kept, 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
statement of directors' responsibilities on page 7, 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.
Those charged with governance are
responsible for overseeing the Group's financial reporting
process.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed
below:
·
We obtained an understanding of the 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
were the Companies Act 2006 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 of journals and
reviewing accounting estimates for biases.
Because of the inherent limitations
of an audit, there is a risk that we will not detect all
irregularities, including those leading to a material misstatement
in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with
a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to
become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than
error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our
responsibilities for the audit of the financial statements is
located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's report.
Use
of our report
This report is made solely to the
company's members, as a body, in accordance with our engagement
letter dated 8 May 2024. 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.
Mark Wilson MA, FCA
Senior Statutory Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Registered
Auditors
40 Gracechurch Street
London
EC3V 0BT
26 June
2024
Financial statements
Statement of comprehensive income for the year
ended to 31 December 2023
________________________________________________________________________________________
|
|
Year ended
|
Year ended
|
|
|
31 December
|
31 December
|
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Realised loss on financial asset at
fair value
|
|
-
|
55
|
Administration expenses
|
5
|
218
|
195
|
|
|
|
|
Operating profit/(loss)
|
5
|
(218)
|
(250)
|
|
|
|
|
|
|
|
|
Impairment of investment
|
|
275
|
-
|
|
|
|
|
Profit/(Loss) before taxation
|
|
(493)
|
(250)
|
|
|
|
|
Taxation
|
7
|
-
|
-
|
|
|
|
|
|
|
|
|
Profit/(Loss) for the period
|
|
(493)
|
(250)
|
|
|
|
|
Other comprehensive income
|
|
|
|
Transfer to income
statement
|
|
-
|
-
|
Other comprehensive income for the period net of
taxation
|
|
-
|
-
|
|
|
|
|
Total comprehensive income for the year
|
|
(493)
|
(250)
|
|
|
|
|
Earnings per share
|
|
|
|
Basic (pence)
|
8
|
(0.09)
|
(0.09)
|
Diluted (pence)
|
8
|
(0.09)
|
(0.09)
|
|
|
|
|
The accompanying accounting policies
and notes on pages 18 to 35 form part of these financial
statements.
Statement of financial position at
31 December 2023
________________________________________________________________________________________
|
|
31 December
|
31 December
|
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
Current assets
|
|
|
|
Trade and other
receivables
|
10
|
2
|
14
|
Financial Investments
|
|
-
|
275
|
Cash and cash equivalents
|
|
161
|
32
|
|
|
163
|
321
|
|
|
|
|
Total assets
|
|
163
|
321
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
11
|
(153)
|
(101)
|
|
|
(153)
|
(101)
|
|
|
|
|
Net
current assets
|
|
10
|
220
|
|
|
|
|
Net
assets
|
|
10
|
220
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
Share Capital
|
12
|
958
|
674
|
Share premium account
|
|
583
|
583
|
Retained earnings
|
|
(1,531)
|
(1,037)
|
|
|
10
|
220
|
The financial statements of Mortgage
Chat Plc (registered number 11540119) were approved by the Board of
Directors and authorised for issue on 26 June 2024 and were signed
on its behalf by Jeremy Woodgate, Director of the
Company
The accompanying accounting policies
and notes on pages 16 to 32 form part of these financial
statements.
Statement of changes in equity for
the year ended to 31 December 2023
________________________________________________________________________________________
|
Share
Capital
|
Share
Premium
|
Share based
payment
reserve
|
Retained
Earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At
31 December 2021
|
674
|
583
|
-
|
(787)
|
470
|
|
|
|
|
|
|
(Loss) for the period
|
-
|
-
|
-
|
(250)
|
(250)
|
Total Comprehensive Income
|
-
|
-
|
-
|
(250)
|
(250)
|
|
|
|
|
|
|
Shares issued
|
-
|
-
|
-
|
-
|
-
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
Consolidation of shares*
|
-
|
-
|
-
|
-
|
-
|
Transfer with equity
|
-
|
-
|
-
|
-
|
-
|
Total contributions by and distributions to owners of the
Company
|
674
|
583
|
-
|
(250)
|
(250)
|
|
|
|
|
|
|
At
31 December 2022
|
674
|
583
|
-
|
(1,037)
|
220
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
(494)
|
(494)
|
Total Comprehensive Income
|
|
|
|
(494)
|
(494)
|
|
|
|
|
|
|
Shares issued
|
284
|
-
|
-
|
-
|
284
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
Transfer with equity
|
-
|
-
|
-
|
-
|
-
|
Total contributions by and distributions to owners of the
Company
|
284
|
-
|
-
|
(494)
|
(210)
|
|
|
|
|
|
|
At
31 December 2023
|
958
|
583
|
-
|
(1,531)
|
10
|
Statement of cash flows for the year ended 31
December 2023
________________________________________________________________________________________
|
|
Year ended
|
Year ended
|
|
|
31 December
|
31 December
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
Cash
flows from operating activities
|
|
|
|
Operating profit/(loss)
Share based
payments
|
|
(218)
|
(250)
|
Decrease in trade and other
receivables
|
|
11
|
5
|
Increase in trade and other
payables
|
|
52
|
30
|
Realised loss on financial asset at
fair value
|
|
-
|
55
|
Net
cash outflow in operating activities
|
|
(155)
|
(160)
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
Receipts on sale of
investments
|
|
-
|
45
|
Payments on purchase of
investments
|
|
-
|
(100)
|
|
|
|
|
Net
cash inflow/(outflow) in investing activities
|
|
-
|
(55)
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
Issue of share capital
|
|
284
|
-
|
Issue costs
|
|
-
|
-
|
|
|
|
|
Net
cash (outflow)/inflow from financing activities
|
|
284
|
-
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
129
|
(215)
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
32
|
247
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
161
|
32
|
Notes to the financial
statements
1
General Information
Mortgage Chat Plc is public limited
company domiciled in the United Kingdom and listed on AQUIS. The
Company's registered office is 85 Portland Road, Great Portland
Street, London, United Kingdom, W1W 7LT.
The Company's initial investment
policy was to invest in and/or acquire companies and/or projects
within companies that provide ancillary products and services which
serve the Medicinal Cannabis sector, not just in Europe, but in
markets globally (with a particular focus on the United Kingdom,
Europe and Israel) that are internationally recognised as having
well-developed and reputable laws and regulations for the research
and production of Medicinal Cannabis, and that comply with the
United Nations' Convention on Narcotic Drugs. The company also
reserved the right to invest in products and services related to
the production of Cannabis Based Medicinal Products (CBMPs) where
appropriate. The investment policy was amended following a
resolution being passed at the Company's General Meeting held on 11
December 2023 to allow the Company to acquire one or more
investments in quoted or unquoted businesses or companies (in whole
or in part) or to develop its own trading business in the
technology, fintech and AI sectors.
2
Summary of Significant Accounting
Policies
The preparation of the financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
The financial statements have been
prepared in accordance with the Company's accounting policies
approved by the Board and described below. Information on the
application of these accounting policies, including areas of
estimation and judgement is given in 'Key accounting judgements and
estimates.' Where appropriate, comparative figures are reclassified
to ensure a consistent presentation with current year
information.
Basis of Preparation of Financial Statements
The financial statements have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union and as applied in
accordance with the provisions of the UK Companies Act 2006. The
principal accounting policies adopted by the Company are set out
below.
The Financial Statements are
presented in Pounds Sterling (£'000) rounded to the nearest pound
(£'000). 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 Company's Accounting
Policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the Financial Statements are disclosed in Note
3.
New
standards, amendments and interpretations adopted by the
Company:
(a) New and amended
standards mandatory for the first time for the financial periods
beginning on or after 1 January 2023
No new and/or revised Standards and
Interpretations have been required to be adopted, and/or are
applicable in the current year by/to the Company, as standards,
amendments and interpretations which are effective for the
financial year beginning on 1 January 2023 are not material to the
Company.
(b)
New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
Standards, amendments and
interpretations that are not yet effective and have not been early
adopted are as follows:
Standard
|
Issued
|
Effective date
|
IAS 1 Presentation of Financial
Statements - Amendments regarding the classification of debt with
covenants
|
Jan / Jul 2020
|
1 January 2024
|
IFRS S1 General Requirements
for disclosure of Sustainability-related Financial Information -
Original Issue
|
June 2023
|
1 January 2024 *
|
|
IFRS S2 Climate-related Disclosures
- Original issue
|
June 2023
|
1 January 2024 *
|
IAS 7 Statement of Cash Flows -
Amendments regarding supplier finance arrangements
|
May 2023
|
1 January 2024
|
IFRS 7 Financial Instruments:
Disclosures - Amendments regarding supplier finance
arrangements
|
May 2023
|
1 January 2024
|
IFRS 7 Financial Instruments:
Disclosures - Amendments regarding the classification and
measurement of financial instruments
|
May 2024
|
1 January 2026 *
|
IFRS 18 Presentation and Disclosure
in Financial Statements - Original issue
|
April 2024
|
1 January 2027 *
|
|
* Subject to UK
endorsement
The Company is evaluating the
impact of the new and amended standards above. The Directors
believe that these new and amended standards are not expected to
have a material impact on the Company's results or shareholders'
funds.
These new and amended standards are
not expected to have a material impact on the Company's results or
shareholders' funds.
Going Concern
The Directors noted the losses that
the Company has made for the Year Ended 31 December 2023. The
Directors have prepared cash flow forecasts which take account of
the current cost and operational structure of the
Company.
The Company meets its working
capital requirements from its cash and cash equivalents. The
Company is pre-revenue, and to date has raised finance for its
activities through the issue of equity. The Directors have prepared
a detailed forecast for the 12 months following the date of signing
this report based on forecasted expenditure, including all required
spend to meet its corporate overhead costs. This forecast has been
stress tested by Management. However the Company's ability to meet
future operational objectives through to completing an acquisition
will be reliant on raising further finance.
The Directors are confident that
further funds can be raised and it is appropriate to prepare the
financial statements on a going concern basis, however there can be
no certainty that any financing will complete. These conditions
indicate existence of a material uncertainty related to events or
conditions that may cast significant doubt about the Company's
ability to continue as a going concern, and, therefore, that it may
be unable to realise its assets and discharge its liabilities in
the normal course of business. The auditors have made reference to
this material uncertainty within their audit report. These
financial statements do not include the adjustments that would be
required if the Company could not continue as a going
concern.
Revenue and other income
Revenue is recognised when
persuasive evidence of an arrangement exists, profit has derived
from investments or services have been rendered, prices are fixed
or determinable and there is a probability that economic benefits
will flow to the Company. Realised profits or losses are recognised
at the time in which a contract is entered into to sell and
investment. Unrealised profits or losses are recognised when the
fair value of financial investments is measured at each period end.
Other income relates to services provided and is recognised at the
time the service is delivered.
Segment Reporting
Operating segments are reported in a
manner consistent with the internal reporting provided to the chief
operating decision-maker (CODM). The CODM, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
Segment results include items
directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
Financial instruments
Financial assets and financial
liabilities are recognised on the Company's statement of financial
position when the Company becomes a party to the contractual
provisions of the instrument.
The Company's activities give rise
to some exposure to the financial risks of changes in interest
rates and foreign currency exchange rates. The Company has no
borrowings and is principally funded by equity, maintaining all its
funds in bank accounts.
Financial assets
The Company classifies its financial
assets into one of the categories discussed below, depending on the
purpose for which the asset was acquired. The Company's accounting
policy for each category is as follows:
Fair Value through Profit or Loss (FVTPL)
This category comprises in-the-money
derivatives and out-of-money derivatives where the time value
offsets the negative intrinsic value. They are carried in the
statement of financial position at fair value with changes in fair
value recognised in the consolidated statement of comprehensive
income in the finance income or expense line. Other than derivative
financial instruments, which are not designated as hedging
instruments, the Company does not have any assets held for trading
nor does it voluntarily classify any financial assets as being at
fair value through profit or loss.
Amortised Cost
These assets comprise the types of
financial assets where the objective is to hold these assets in
order to collect contractual cash flows and the contractual cash
flows are solely payments of principal and interest.
They are initially recognised at
fair value plus transaction costs that are directly attributable to
their acquisition or issue and are subsequently carried at
amortised cost using the effective interest rate method, less
provision for impairment. Impairment provisions for current and
non-current trade receivables are recognised based on the
simplified approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. During this
process the probability of the non-payment of the trade receivables
is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For the
receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised in
the consolidated statement of comprehensive income. On confirmation
that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated
provision.
Impairment provisions for
receivables from related parties and loans to related parties are
recognised based on a forward-looking expected credit loss model.
The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit
risk since initial recognition of the financial asset, based on
analysis of internal or external information. For those where the
credit risk has not increased significantly since initial
recognition of the financial asset, twelve month expected credit
losses along with gross interest income are recognised. For those
for which credit risk has increased significantly, lifetime
expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired,
lifetime expected credit losses along with interest income on a net
basis are recognised.
The Company considers a financial
asset in default when contractual payments are 180 days past due.
However, in certain cases, the Company may also consider a
financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive the
outstanding contractual amounts in full before taking into account
any credit enhancements held by the Company. A financial asset is
written off when there is no reasonable expectation of recovering
the contractual cash flows.
The Company's financial assets
measured at amortised cost comprise trade and other receivables and
cash and cash equivalents in the consolidated statement of
financial position. 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, and -
for the purpose of the statement of cash flows - bank overdrafts.
Bank overdrafts are shown within loans and borrowings in current
liabilities on the consolidated statement of financial
position.
Financial
investments
Non-derivative financial assets
comprising the Company's strategic financial investments in
entities not qualifying as subsidiaries, associates or jointly
controlled entities. These assets are classified as financial
assets at fair value through profit or loss. They are carried at
fair value with changes in fair value recognised through the income
statement. Where there is a significant or prolonged decline in the
fair value of a financial investment (which constitutes objective
evidence of impairment), the full amount of the impairment is
recognised in the income statement.
Listed investments are valued at
closing bid price on 31 December 2023. Unlisted investments that
are not publicly traded and whose fair value cannot be measured
reliably, are measured at fair value through profit and loss, less
impairment.
Fair Value
Measurement
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes
place either:
·
In the principal market for the asset or
liability; or
·
In the absence of a principal market, in the most
advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by
the Company.
The fair value of an asset or a
liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation
techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which
fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the fair
value measurement as a whole:
·
Level 1 - Quoted (unadjusted) market prices in
active markets for identical assets or liabilities;
·
Level 2 - Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable
·
Level 3 - Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value
disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value
hierarchy, as explained above.
Trade and other
receivables
Trade receivables are measured at
initial recognition at fair value and are subsequently measured at
amortised cost using the effective interest rate method. Trade and
other receivables are accounted for at original invoice amount less
any provisions for doubtful debts. Provisions are made where there
is evidence of a risk of non-payment, considering the age of the
debt, historical experience and general economic conditions. If a
trade debt is determined to be uncollectable, it is written off,
firstly against any provisions already held and then to the
statement of comprehensive income. Subsequent recoveries of amounts
previously provided for are credited to the statement of
comprehensive income.
Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss in
accordance with the expected credit loss model under IFRS 9. For
trade and other receivables which do not contain a significant
financing component, the Company applies the simplified approach.
This approach requires the allowance for expected credit losses to
be recognised at an amount equal to lifetime expected credit
losses. For other debt financial assets the Company applies the
general approach to providing for expected credit losses as
prescribed by IFRS 9, which permits for the recognition of an
allowance for the estimated expected loss resulting from default in
the subsequent 12-month period. Exposure to credit loss is
monitored on a continual basis and, where material, the allowance
for expected credit losses is adjusted to reflect the risk of
default during the lifetime of the financial asset should a
significant change in credit risk be identified.
The majority of the Company's
financial assets are expected to have a low risk of default. A
review of the historical occurrence of credit losses indicates that
credit losses are insignificant due to the size of the Company's
clients and the nature of its activities. The outlook for the
natural resources industry is not expected to result in a
significant change in the Company's exposure to credit losses. As
lifetime expected credit losses are not expected to be significant
the Company has opted not to adopt the practical expedient
available under IFRS 9 to utilise a provision matrix for the
recognition of lifetime expected credit losses on trade
receivables. Allowances are calculated on a case-by-case basis
based on the credit risk applicable to individual
counterparties.
Financial liabilities
The Company's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial
liabilities depends on their classification, as described
below:
Trade and other payables
After initial recognition, trade and
other payables are subsequently measured at amortised cost using
the EIR method. Gains and losses are recognised in the statement of
profit or loss and other comprehensive income when the liabilities
are derecognised, as well as through the EIR amortisation
process.
Amortised cost is calculated by
taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of profit or loss and
other comprehensive income.
This category generally applies to
trade and other payables.
Derecognition
A financial liability is
derecognised when the associated obligation is discharged or
cancelled or expires.
When an existing financial liability
is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated
as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying
amounts is recognised in profit or loss and other comprehensive
income.
Liabilities within the scope of IFRS
9 are classified as financial liabilities at fair value through
profit and loss or other liabilities, as appropriate.
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires.
Financial liabilities included in
trade and other payables are recognised initially at fair value and
subsequently at amortised cost.
The fair values for the Company's
assets and liabilities are not materially different from their
carrying values in the financial statements.
Equity
Share capital is determined using
the nominal value of shares that have been issued.
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.
Retained earnings include all
current and prior period results as disclosed in the income
statement.
Cash and cash
equivalents
Cash and cash equivalents includes
cash in hand, deposits held at call with banks.
Foreign exchange
Transactions in currencies other
than Sterling are recorded at the rates of exchange prevailing on
the dates of the transactions. At each balance sheet date, monetary
assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the balance sheet date.
Gains and losses arising on retranslation are included in the
income statement for the period.
Fair value measurement
IFRS 13 establishes a single source
of guidance for all fair value measurements. IFRS 13 does not
change when an entity is required to use fair value, but rather
provides guidance on how to measure fair value under IFRS when fair
value is required or permitted. The resulting calculations under
IFRS 13 affected
the principles that the Company uses
to assess the fair value, but the assessment of fair value under
IFRS 13 has not materially changed the fair values recognised or
disclosed. IFRS 13 mainly impacts the disclosures of the Company.
It requires specific disclosures about fair value measurements and
disclosures of fair values, some of which replace existing
disclosure requirements in other standards.
Taxation
The tax expense represents the sum
of the tax currently payable and deferred tax.
The tax currently payable is based
on taxable profit for the period. Taxable profit differs from the
net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
periods and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax represents the tax
expected to be payable or recoverable on the temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. The Company has reoccurring tax losses which can be used
to offset future profits. A deferred tax asset is recognised only
to the extent that it is probable that future taxable profits will
be available against which the asset can be utilised. No deferred
tax asset has been recognised in the current year.
Impairment of non-current
assets
The carrying values of all
non-current assets are reviewed for impairment when there is an
indication that the assets might be impaired. Any provision for
impairment is charged to the statement of comprehensive income in
the year concerned.
Impairment losses on other
non-current assets are only reversed if there has been a change in
estimates used to determine recoverable amounts and only to the
extent that the revised recoverable amounts do not exceed the
carrying values that would have existed, net of depreciation or
amortisation, had no impairments been recognised.
Provisions
Provisions are recognised when the
Company has a present obligation as a result of a past event, it is
probable that the Company will be required to settle that
obligation and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present
obligation at the balance sheet date, taking into account the risks
and uncertainties surrounding the obligation.
Share based payments
The Company issues equity-settled
share-based benefits to employees. All equity-settled share-based
payments are ultimately recognised as an expense in profit or loss
with a corresponding credit to reserves.
Share-based payments relating to the
subsidiary company increase the carrying value of the investment in
the subsidiary and are included in the loss on disposal of the
subsidiary.
If vesting periods or other
non-market vesting conditions apply, the expense is allocated over
the vesting period, based on the best available estimate of the
number of share options expected to vest. Estimates are
subsequently revised if there is any indication that the number of
share options expected to vest differs from previous estimates. Any
cumulative adjustment prior to vesting is recognised in the current
period. No adjustment is made to any expense recognised in prior
periods if share options ultimately exercised are different to that
estimated on vesting.
Upon exercise of any share options
the proceeds received net of attributable transaction costs are
credited to share capital, and where appropriate share
premium.
3
Critical accounting judgements and key sources of
estimation uncertainty
In the process of applying the
Company's accounting policies, as described in note 2, management
has made the following judgements that have the most significant
effect on the amounts recognised in the financial
statements.
Unlisted
investments
The Company is required to make
judgments over the carrying value of investments in unquoted
companies where fair values cannot be readily established and
evaluate the size of any impairment required. It is important to
recognise that the carrying value of such investments cannot always
be substantiated by comparison with independent markets and, in
many cases, may not be capable of being realised immediately.
Management's significant judgement in this regard is that the value
of their investment represents their cost less previous impairment.
The Company and its Directors conducted a thorough impairment
review as at 31 December 2023 of the Company's £275,000 investment
in Product Earth Expo UK Ltd. The Company has decided to fully
impair the investment due to its complete loss in recoverable
value. .
4
Segmental
information
Segmental analysis is not applicable
as there is only one operating segment of the continuing business -
investment activities. The performance measure of investment
activities is considered by the Board to be profitability and is
disclosed on the face of the statement of comprehensive Income. The
Board will continually review the segmental analysis of the
business on an ongoing basis and at each reporting date.
5 Operating
Loss
|
Year to 31
|
Year to
31
|
|
Dec 2023
|
Dec
2022
|
|
£'000
|
£'000
|
Operating loss is stated after charging:
|
|
|
General administration
expenditure
|
9
|
8
|
Audit and accountancy
Legal and
professional
Consultancy
Directors fees
Listing costs
Disposal of investment
|
33
133
11
32
-
-
|
25
48
5
109
-
55
|
|
218
|
250
|
In addition to auditors' remuneration
shown above, the auditors received the following fees
|
2023
|
2022
|
|
£'000
|
£'000
|
Audit of the Company Financial
Statements
Non-audit fees - other assurance in
connection with listing
Non-audit fees - tax
|
20
-
-
|
25
-
-
|
|
20
|
25
|
6
|
Directors fees
|
Fees and
|
|
|
|
salaries
|
Total
|
|
2023
|
£'000
|
£'000
|
|
|
|
|
|
Peter Wall
|
55
|
55
|
|
Gavin Hilary Sathianathan
|
(41)
|
(41)
|
|
Philipp Kallerhoff
|
28
|
28
|
|
Er's NIC
|
(10)
|
(10)
|
|
|
32
|
32
|
|
|
|
|
|
2022
|
£'000
|
£'000
|
|
|
|
|
|
Sharon Segal
|
15
|
15
|
|
Gavin Hilary Sathianathan
|
57
|
57
|
|
Toby Waldock Shillitto
|
26
|
26
|
|
Er's NIC
|
11
|
11
|
|
|
109
|
109
|
There were no employees other than
directors.
7
|
Taxation
|
Year to 31
|
Year to
31
|
|
|
|
Dec 2023
|
Dec
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Total current tax
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Profit/(Loss) on ordinary activities before
tax
|
(493)
|
(250)
|
|
|
|
|
|
|
|
|
|
|
|
|
UK Corporation tax @ 25% (2022:
19%)
|
(123)
|
(47)
|
|
|
Factors affecting charge for the period:
|
|
|
|
|
Losses arising in territories where
no tax is charged
|
-
|
-
|
|
|
Impairment losses not deductible for
tax purposes
|
69
|
-
|
|
|
Unrelieved tax losses carried
forward
|
54
|
47
|
|
|
|
|
|
|
|
Current tax charge for the period
|
-
|
-
|
|
|
|
|
|
|
8
|
Earnings/(loss) per share
|
|
|
|
2023
|
2022
|
|
|
The calculation of loss per share is
based on the loss after taxation divided by the weighted average
number of shares in issue during the period:
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Net Profit/(loss) after taxation
(£000's)
|
(493)
|
(250)
|
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of basic earnings/(loss) per
share
|
554,980,432
|
269,857,144
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share (expressed in
pence)
|
(0.09p)
|
(0.09p)
|
|
|
diluted earnings/(loss) per share (expressed in
pence)
|
(0.09p)
|
(0.09p)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9
|
Trade and other receivables
|
31 December
|
31
December
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Current trade and other receivables
|
|
|
|
Other debtors
|
-
|
10
|
|
Prepayments & accrued
income
|
2
|
4
|
|
Total
|
14
|
20
|
10
|
Trade and other payables
|
31 December
|
31
December
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Current trade and other payables
|
|
|
|
Trade creditors
|
83
|
55
|
|
Other creditors
|
45
|
-
|
|
Taxation and social
security
|
-
|
20
|
|
Accruals
|
25
|
26
|
|
Total
|
153
|
101
|
11
|
Share capital
|
Ordinary
|
Share
Premium
|
Nominal
|
|
|
Shares
|
Value
|
Value
|
|
|
Number
|
£'000
|
£'000
|
|
|
|
|
|
|
At
31 December 2021
|
269,857,144
|
582,857
|
674,643
|
|
|
|
|
|
|
At
31 December 2022
|
269,857,144
|
582,857
|
674,643
|
|
|
|
|
|
|
At
31 December 2023
|
3,104,857,144
|
582,857
|
958,143
|
|
|
|
|
|
|
The par value of the shares brought
forward as at 31 December 2022 was £0.0025 per share. On 24
November 2023, 2,810,000,000 shares were issued at par value of
£0.0001 per ordinary share. On 27 December 2023 a further share
issue of 25,000,000 ordinary shares at £0,0001 per share were
issued.
|
|
|
|
|
|
|
|
|
|
|
|
| |
12
Financial instruments
The Board has overall responsibility for the determination of the
Company's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated
authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the
Company's finance function. The Board receives monthly reports
through which it reviews the effectiveness of the processes put in
place and the appropriateness of the objectives and policies it
sets.
The overall objective of the Board
is to set policies that seek to reduce risk as far as possible
without unduly affecting the Company's competitiveness and
flexibility.
The Company reports in Sterling.
Internal and external funding requirements and financial risks are
managed based on policies and procedures adopted by the Board of
Directors. The Company does not use derivative financial
instruments such as forward currency contracts, interest rate and
currency swaps or similar instruments. The Company does not issue
or use financial instruments of a speculative nature.
Capital
management
The Company's objectives when
maintaining capital are:
·
to safeguard the entity's ability to continue as a
going concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders; and
·
to provide an adequate return to
shareholders
Capital
management
The capital structure of the Company
consists of total shareholders' equity as set out in the 'Statement
of changes in equity'. All working capital requirements are
financed from existing cash resources.
Capital is managed on a day-to-day
basis to ensure that all entities in the Company are able to
operate as a going concern. Operating cash flow is primarily used
to cover the overhead costs associated with operating as an AQUIS
listed company.
Liquidity risk
Liquidity risk arises from the
Company's management of working capital. It is the risk that the
Company will encounter difficulty in meeting its financial
obligations as they fall due.
The Directors consider that there is
no significant liquidity risk faced by the Company. The Company
maintains sufficient balances in cash to pay accounts payable and
accrued expenses.
The Board receives forward looking
cash flow projections at periodic intervals during the year as well
as information regarding cash balances. At the balance sheet date
the Company had cash balances of £161,084 and the financial
forecasts indicated that the Company expected to have sufficient
liquid resources to meet its obligations under all reasonably
expected circumstances and will not need to establish overdraft or
other borrowing facilities.
Interest rate risk and liquidity
risk
As the Company has no borrowings, it
only has limited interest rate risk. The impact is on income
and operating cash flow and arises from changes in market interest
rates. Cash resources are held in current, floating rate
accounts.
Market risk
Market price risk arises from
uncertainty about the future valuations of financial instruments
held in accordance with the Company's investment objectives. These
future valuations are determined by many factors but include the
operational and financial performance of the underlying investee
companies, as well as market perceptions of the future of the
economy and its impact upon the economic environment in which these
companies operate. During the financial year ending 31 December
2023, the Company assessed its investment portfolio and determined
that the full £275,000 investment was impaired and written off. As
a result, the entire carrying amount of the investment has been
recognised as an impairment loss in the statement of comprehensive
income. This action reflects the maximum potential loss that the
Company might suffer through holding its investment.
Currency risk
The Directors consider that there is
no significant currency risk faced by the Company as the Company
has not had any foreign currency transactions in the year
(2022:nil)
Credit risk
Credit risk is the risk that a
counterparty will fail to discharge an obligation or commitment
that it has entered into with the Company. The Company's maximum
exposure to credit risk is:
|
2023
|
2022
|
|
£'000
|
£'000
|
Financial assets (current)
|
|
|
Cash and cash equivalents
|
161
|
32
|
|
|
|
Financial liabilities (current)
|
|
|
Trade payables
|
153
|
101
|
|
|
|
The Company's cash balances are held in accounts with Revolut.
Fair value of financial assets and
liabilities
Financial assets and liabilities are
carried in the Statement of Financial Position at either their fair
value (financial investments) or at a reasonable approximation of
the fair value (trade and other receivables, trade and other
payables and cash at bank).
The fair values are included at the
amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale.
Trade and other receivables
The following table sets out the fair
values of financial assets within Trade and other
receivables.
|
2023
|
2022
|
Financial assets (Note 12)
|
£000
|
£000
|
Trade and other receivables -
Non-interest earning
|
-
|
-
|
There are no financial assets which
are past due and for which no provision for bad or doubtful debts
has been made.
Trade and other payables
The following table sets out
financial liabilities within Trade and other payables. These
financial liabilities are predominantly non-interest bearing. Other
liabilities include tax and social security payables and provisions
which do not constitute contractual obligations to deliver cash or
other financial assets.
|
2023
|
2022
|
Financial liabilities (Note 13)
|
£000
|
£000
|
Trade and other payables
|
153
|
101
|
13
Capital Commitments & Contingent Liabilities
There are no non-cancellable capital
commitments as at the balance sheet date. The Company has no
contingent liabilities at the balance sheet date.
14
Related Party Transactions
There are no related party
transactions.
15 Ultimate control
The Company has no individual
controlling party.
16
Post reporting date events
Post year end the Company issued
210,000,000 new ordinary shares of 0.01 pence each in the Company
at a price of 0.05 pence per share to raise a total of £105,000 to
be used for working capital and for the development of the new
strategy of the Company.