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Group Strategic Report,
Report of the Directors and
Financial Statements
For The Year Ended 30 April 2018
for
BEST OF THE BEST PLC
BEST OF THE BEST PLC
Contents of the Financial Statements
For The Year Ended 30 April 2018
Page
Company Information 1
Group Strategic Report 2
Corporate Governance Report
Report of the Remuneration Committee
7
13
Report of the Directors 15
Report of the Independent Auditor
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Financial Statements
Notice of Annual General Meeting
18
23
24
25
26
28
29
30
31
51
BEST OF THE BEST PLC
Company Information
For The Year Ended 30 April 2018
DIRECTORS:
W S Hindmarch
R C E Garton
M W Hindmarch
D S P Firth
SECRETARY:
Prism Cosec Limited
REGISTERED OFFICE:
Unit 2 Plato Place
72/74 St Dionis Road
London
SW6 4TU
REGISTERED NUMBER:
03755182
AUDITOR:
BANKERS:
NOMINATED ADVISORS:
SOLICITORS:
Wilkins Kennedy LLP
Statutory Auditor
Bridge House
London Bridge
London
SE1 9QR
Barclays Bank Plc
93 Baker Street
London
W1A 4SD
finnCap
60 New Broad Street
London
EC2M 1JJ
Fieldfisher LLP
Riverbank House
2 Swan Lane
London
EC4R 3TT
1
BEST OF THE BEST PLC
Group Strategic Report
For The Year Ended 30 April 2018
The Directors present their strategic report of the Company and the Group for the year ended 30 April 2018.
Key Highlights
• Total revenue of £12.95 million with like-for-like revenue up 13.30% to £12.25 million (2017: £10.81
million).
• Profit before tax increased by 5.8% to £1.60 million (2017: £1.51 million).
• Online revenue of £10.87 million with like-for-like online revenue up 23.0% to £10.28 million
(2017: £8.36 million) representing 83.9% of like-for-like revenue.
• Net assets of £1.55 million, underpinned by cash balances of £2.32 million (following a 6.5p special
dividend paid on 30 June 2017, a 1.4p ordinary dividend paid on 22 September 2017 and a 7.5p
special dividend paid on 23 February 2018).
• Special Dividend of 4.5p per ordinary share paid to shareholders on 20 July 2018, in addition to the
proposed 1.5p ordinary dividend to be paid on 21 September 2018.
• Significant price restructuring of the Dream Car competitions has aided revenue growth and assisted
customer acquisition and retention.
• New launched lower priced “Lifestyle Competition” for prizes such as watches, motorbikes and other
luxury gadgets and holidays is gaining traction.
CHIEF EXECUTIVE’S STATEMENT
I am pleased to report continued progress with a solid set of results showing both increasing revenues and
profit before tax slightly ahead of management’s expectations. A new price structure introduced during the
year has repositioned the business to make online customer acquisition more efficient and effective. I am
pleased to report that this strategy has been successful with player numbers increasing across multiple
competitions.
We have also recently launched a new competition (the “Lifestyle Competition”) to run alongside our main
“Dream Car” competition. Tickets start at just 15 pence and prizes include motorbikes, watches, luxury
gadgets, technology, holidays and other items. This has widened both the appeal of our competitions and the
addressable market, attracting encouraging feedback and participation.
Results
Total revenue for the twelve months ended 30 April 2018 was £12.95 million and like-for-like revenue
increased 13.30% to £12.25 million (2017: £10.81 million). Like-for-like revenue figures are stated to adjust
for, and are net of, the different indirect taxes (VAT/RGD) applicable both during the financial year under
review and in prior years.
Online revenues were £10.87 million and like-for-like online revenues increased by 22.96% to
£10.28 million (2017: £8.36 million). Profit before tax rose by 5.83% to £1.60 million (2017: £1.51 million).
The Company has taken the strategic decision to exit all permanent physical retail sites, having demonstrated
that it can acquire customers more efficiently through other channels and different forms of marketing,
principally online and through social media but also through press and other media. During the period,
83.90% of revenues were generated online and, over the coming months, sales will migrate almost
exclusively online as a phased exit from the remaining physical locations takes place. The Company is
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2018
currently trading from just three remaining physical sites, two at Gatwick airport and one at Birmingham
airport.
£1.81 million of cash flow was generated from operations during the year. Net assets at 30 April 2018 stood
at £1.55 million (2017: £1.87 million) underpinned by cash of £2.32 million, our cars on display at physical
locations which are held at a net realisable value of £0.13 million, and our 967 year leasehold head office
properties carried at £0.95 million.
Dividends
As previously announced, a 1.4p ordinary dividend was paid to shareholders on 22 September 2017, as well
as a 6.5p special dividend paid on 30 June 2017 and a 7.5p special dividend paid on 23 February 2018. The
Board is recommending a final dividend of 1.5p per share (2017: 1.4p) for the full year ending 30 April 2018,
subject to shareholder approval at the Annual General Meeting on 6 September 2018. The final dividend will
be paid on 21 September 2018 to shareholders on the register on 7 September 2018.
As the Company continues to be profitable, cash generative and benefits from a robust balance sheet, the
Board is also pleased to declare the return of approximately £0.45 million to shareholders by way of a special
dividend (the “Special Dividend”) of 4.5p per ordinary share. Following the payment of the Special
Dividend, the Company will retain working capital cash balances in excess of £1.8 million, which the
Directors consider to be sufficient working capital to fund its activities over the next 12 month period. The
Special Dividend was paid on 20 July 2018 to shareholders on the register at the close of business on 6 July
2018.
Physical Locations
Since inception, the Company has used physical locations such as airports and shopping centres to acquire
new players, service existing players and encourage customers to play online. However, all our costs, and in
particular rent and staff expenditure in these retail locations, have continued to increase significantly
year-on-year, resulting in reduced efficiency when compared to other available customer acquisition
channels. With continued trials, the Company has shown that it can now execute its marketing plan more
effectively through other media.
As a result, the Company has over the last few years gradually been reducing the number of physical
locations and is in the process of finalising this strategy, with the expectation that in the near future the
business will be almost entirely online. Further details around the timing of this shift will be provided in due
course, but we are currently trading from only three physical sites. We will, however, continue to undertake
targeted physical marketing at motoring related events such as the Goodwood Festival of Speed.
Car Competition Pricing
During the course of the year the business has made significant changes to its pricing model to aid with the
acquisition of new players, to assist with the retention of existing customers and to make the product more
suitable for repeating online customers as opposed to the “traditional” airport customer.
As a result, prices have been reduced by almost 70% over the past 12 months. This has made the core Dream
Car Competition more appealing and broader based, as luxury cars can now be won for as little as 90 pence
per ticket. The changes have been well received by new and existing customers and, as a consequence,
revenues overall have increased. Our cost of sales and prizes have risen as a result of more expensive cars
being played for and won, but the net effect on business profitability has been positive.
3
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2018
New “Lifestyle Competition”
During the course of the year, the new Lifestyle Competition was launched and this has recently been
enhanced to offer a choice of over 50 luxury watches and 90 motorbikes, as well as cash and other
technology, gadgets, holidays and luxury prizes. Tickets start from 15 pence and the competition has proven
to be a positive extension to the online offering, with growing revenues week-on-week. This new
competition, with such a large range of potential prizes at low price points, both opens up a new audience to
target online and gives us interesting content with which to retain existing customers.
Business Model and Strategy
The Company continues to evolve away from being an operator of retail based car competitions, to a pure
online operator. The scope and breadth of our competitions and other products will be further developed to
target the much larger addressable market online, both in the UK and internationally, using all available
marketing channels.
We continue to invest confidently in our marketing to attract new customers as well as retain existing ones.
Our efforts have resulted in like-for-like online sales growth of 22.96% year-on-year. This has been achieved
through a wide range of online and digital marketing channels, as well as investment in new TV creative and
content that has been performing well and has delivered growth in player acquisition. This has been
combined with ongoing investment in radio, print and public relations.
Social media activity continues to deliver some of our best online marketing results, with our Facebook page
now attracting over 215,000 followers and BOTB’s YouTube channel, which now has over
23,000 subscribers. Instagram followers have now exceeded 50,000 and we now work with an increasing
range of social media influencers and vloggers to improve the visibility of the BOTB brand and products.
All our online marketing investment is carefully tracked and constantly fine-tuned to ensure we are
optimising the returns. As confidence in the returns on investment improves, we anticipate increasing our
marketing budget by approximately 40% in the next financial year, across the full range of previously tested
channels.
VAT Claim
As previously announced, BOTB noted the VAT decision given by the Supreme Court in favour of Sportech
PLC on 8 December 2016, where the Supreme Court refused Her Majesty’s Revenue and Customs
(“HMRC”) permission to appeal the Court of Appeal’s decision regarding the VAT repayment claim on
Sportech’s “Spot the Ball” game. This resulted in a successful VAT reclaim by Sportech.
BOTB had submitted a protective claim in 2013 to recover overpaid VAT. Following the Supreme Court
decision in December 2016, and after taking further specialist legal and tax advice, BOTB has submitted a
top-up claim which, combined with the original claim, totalled £4.5 million (exclusive of professional fees,
expenses and tax) to HMRC to recover overpaid VAT covering an eight year period on its own “Spot the
Ball” game, as announced on 13 December 2017. As previously announced, post period end, on 23 May
2018, HMRC paid BOTB the £4.5 million claim in full. However, the Board still needs to determine the net
positive contribution to the Company as, in addition to the points made below, certain professional fees,
expenses and unquantified taxes remain outstanding and will be deducted from this figure.
HMRC has informed BOTB that it considers the Company liable to pay retrospective Remote Gaming Duty
(“RGD”) for a period of four years. The Company has sought legal and tax advice on this issue and, in line
with that advice, the Company is contesting HMRC’s claim. RGD is the duty regime that the Company
registered for in December 2017. Whilst the question of retrospective RGD remains unresolved with HMRC,
the Company is unable to announce the full extent of the net positive contribution to the Company. The
4
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2018
Board will inform shareholders regarding material developments and any resolution of this outstanding issue
at the relevant time.
Outlook
BOTB has delivered increased revenues and profits slightly ahead of management’s expectations and
remains strongly cash generative. We believe the business is well positioned for the new financial year, which
has started encouragingly, and I look forward to updating shareholders on further progress in due course.
KEY PERFORMANCE INDICATORS
The Directors have monitored the performance of the Company and Group with particular reference to the
following key performance indicators:
1. Sales, both online and at retail sites, compared to the prior year.
2. Marketing efficiency, calculated using the twelve months Life Time Value per customer against the
Cost per Acquisition.
RISK MANAGEMENT
In order to execute the Company’s strategy, the Company will be exposed to both financial and non-financial
risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s role to
consider whether those risks identified by management are acceptable within the Company’s strategy and
risk appetite. The Board therefore regularly reviews the principal risks and considers how effective and
appropriate the controls that management have in place to mitigate the risk exposure are, and will make
recommendations to management accordingly.
Financial Risk Management
Credit risk
The exposure to credit risk is limited to the carrying amounts of financial assets. There is considered to be
little exposure to credit risk arising on receivables due to the low value of receivables held at the year-end.
The credit risk arising on cash balances is limited because the third parties are banks with high credit ratings
assigned by international credit rating agencies.
Liquidity risk
Sufficient cash balances are maintained to ensure that there are available funds for operations. Operations
are financed principally from equity and cash reserves.
Non-financial Risk Management
Interruption to website and associated IT infrastructure
As the Company and Group now operates substantially online it is heavily reliant on the effective operation
of its website and associated IT infrastructure. Any interruption to the website or IT infrastructure would
therefore have an immediate and significant impact on the Company and Group.
The Company and Group have various processes and controls in place to ensure the likelihood of
interruption is minimised and, in the unlikely event that the website or IT infrastructure failed, it could be
returned to operation in a short space of time. This includes having contracts in place with third party
suppliers to ensure any potential source of interruption is identified promptly and also to ensure that data,
including customers’ data, is protected.
5
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2018
Management and key personnel
The success of the Company and the Group to a significant extent is dependent on the Executive Directors
and other senior managers. To mitigate the risk of losing such personnel, the Company and Group endeavour
to ensure that they are fairly remunerated and well incentivised.
Regulatory change
The Company and Group currently operate weekly competitions, which are not regulated. This could be
subject to change in the future and the Company and Group continue to seek appropriate legal advice to
ensure they comply with all relevant legislation and licensing.
ON BEHALF OF THE BOARD
....................................................
W S Hindmarch
Director
3 August 2018
6
BEST OF THE BEST PLC
Corporate Governance Report
For The Year Ended 30 April 2018
CHAIRMAN’S STATEMENT
Dear Shareholder,
As Chairman, my role includes upholding the highest levels of corporate governance throughout the
Company, particularly at Board level. It therefore gives me great pleasure to introduce our Governance
Statement.
The Principles of Corporate Governance
As a Board we recognise the importance of high standards of corporate governance and its importance and
support to our strategic goals and long-term success. The Company is listed on AIM and is therefore required
from September 2018 to provide details of a recognised corporate governance code that the Board of
Director has decided to apply. We have therefore, during the year, reviewed our corporate governance
framework in response to these changes. In previous years the Company has set out how it applies the
principles of the UK Corporate Governance Code 2016 to the extent that they are relevant to a Company of
our size.
In light of the forthcoming changes to the AIM rules and given that full compliance with the Main market
code would be both unwieldly and costly, the Board has adopted the Quoted Companies Alliance
Governance Code (“QCA Code”) as we consider this more applicable for small and midsized companies.
The Company is committed to applying the QCA Code in a way which best serves our stakeholders, given
the size and nature of the Group. We explain further below how we adhere to the ten principles of the QCA
Code, in three key areas.
Delivering Growth
The Board has collective responsibility for setting the strategic aims and objectives of the Group. These aims
are articulated in the Chief Executive Officer’s statement in the Annual Report and on our website. In the
course of implementing these strategic aims, the Board takes into account the expectations of the Company’s
shareholder base and also its wider stakeholder and social responsibilities.
The Board also has responsibility for the Group’s internal control and risk management systems and
structures. Our risk management process is embedded into the business and starts at Board level but is
delivered throughout the Group.
Risk Management
The Board has overall responsibility for the effective management of all risks to which the Company is
exposed. Details of the Board’s approach to risk management are set out on page 5.
Maintaining a Dynamic Management Framework
As Chairman, I consider both the operation of the Board as a whole and the performance of individual
Directors regularly. Due to the recent adoption of the QCA Code, we have not carried out a formal Board
performance evaluation this year. We therefore have not yet complied with the principle 7 of the QCA Code,
which requires the Company to carry out a full Board performance evaluation. We will do this during the
forthcoming year.
In January 2018 we welcomed David Firth to the Board as an independent Non-Executive Director. David
was appointed following the resignation of Colin Hargrave due to ill health. With David’s financial
background and broad PLC experience, the Board felt he was able to bring a valuable and significant
contribution to the Group. David has taken on the role of Audit Committee Chairman and is a member of the
Remuneration Committee. During 2017 whilst Colin was unable to fulfil his role, David Clifford was
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BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2018
appointed as an interim independent advisor to cover these positions in a non-board capacity. I would like to
take this opportunity to thank both Colin and David Clifford for their contribution to the Company and I look
forward to continuing to work with David Firth going forward. David will be put forward for election by
shareholders at the Annual General Meeting. As with this recent appointment, future Board appointments
will continue to consider diversity, including gender, alongside commercial and experience-based suitability
criteria, to compliment the current balance of skills on the Board.
Building Trust
Responsibility for the overall leadership of the Group and setting the Group’s values and standards sits with
the Board. BOTB is a customer facing and customer focussed organisation, seeking to deliver an excellent
experience to everyone we serve. Our business is based heavily on trust and customer feedback is actively
sought using independent third parties, including Feefo and Trustpilot, as well as through social media
forums such as Facebook, Twitter, YouTube and Instagram. We strive to maintain the highest standards of
probity, integrity and transparency in the operation of our competitions, in our financial affairs and whilst
interacting with customers, staff, shareholders and other stakeholders. In line with our strategy, the Directors
and senior management seek to provide an entrepreneurial culture for our employees, whilst encouraging the
strongly ethical expansion of our competition offerings to new customers, both in the UK and internationally.
Senior management supports our team to learn continuously and offer opportunities for training, in order to
grow both together and as individuals. Together, we seek to improve ourselves, our processes and our
business to deliver long-term shareholder value and a growing and contented customer base. We strive to
support each other and to be good stewards of our assets, of our relationships with customers, staff, suppliers
and ultimately of our Company’s reputation.
During the year, BOTB has undertaken a number of investor relations activities to support our shareholders.
These include various investor roadshows in combination with the publishing of our biannual financial
results. Investors are also actively encouraged to attend our AGM and our Board sees this as an important
event in the annual calendar to meet with and talk to shareholders and other stakeholders.
Throughout the year, the Board has continued to review governance and the Group’s corporate governance
framework. We reviewed our governance against the new QCA Code in July 2018 and will do so annually
as required by AIM Rule 26.
Michael Hindmarch
Non-Executive Chairman
3 August 2018
BOARD STRUCTURE AND OPERATION
The Board consists of four Directors – Michael Hindmarch the Non-executive Chairman, David Firth, an
independent Non-executive Director, William Hindmarch the Chief Executive of the Group and Rupert
Garton, an Executive Director. Both William Hindmarch and Rupert Garton are heavily involved in the day
to day running of the Group. It is considered that this gives the necessary mix of industry specific and broad
business experience necessary for the effective governance of the Group.
There are certain matters specifically reserved to the Board for its decision which includes approvals of
major expenditure and investments and key policies. Board meetings are held on a regular basis and
effectively no decision of any consequence is made other than by the Board. The Directors also have ongoing
contact on a variety of issues between formal meetings. All Directors participate in the key areas of decision
making, including the appointment of new directors. A schedule of regular matters to be addressed by the
Board and its Board Committees is agreed on an annual basis. The agenda for the board meetings is prepared
by the Company Secretary in consultation with the Chief Executive of the Board.
8
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2018
The Board is responsible to shareholders for the proper management of the Group. A Statement of Directors’
Responsibilities in respect of the financial statements is set out on page 16. The Non-Executive Directors
have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully
considered. To enable the Board to discharge its duties, all of the Directors have full and timely access to all
relevant information. The Board is supported in its work by Board Committees, which are responsible for a
variety of tasks delegated by the Board.
All Directors have access to the Company Secretary. The role of Company Secretary is fulfilled by Prism
Cosec Limited (‘Prism’) a company secretarial and corporate governance practice. Prism provides full
company secretarial support to the Board. The Prism representatives that assist the Company are qualified
Chartered Secretaries and therefore suitably experienced to provide the necessary governance related support
to the Board.
The Board has sought external advice from Onside Law Limited to ensure compliance with the General Data
Protection Regulations and CMS Cameron McKenna Nabarro Olswang LLP to assist with the Company’s
transition from VAT to Remote Gaming Duty.
All of the Directors submit themselves for re-election at the Annual General Meeting at regular intervals. The
Non-Executive Directors are appointed under fixed term contracts of no more than one year. The Directors
who served during the year, and a brief biography of each, is set out below.
William Hindmarch, age 44 – Chief Executive
William graduated from the University of Durham in 1996 and joined Kleinwort Benson as a graduate
trainee. He founded the business in 1999 and has been Chief Executive for 17 years.
Rupert Garton, age 43 – Commercial Director
Rupert graduated from the University of Durham in 1997 and joined JP Morgan as a graduate trainee. Later,
he spent seven years in Dresdner Kleinwort Wasserstein’s equity capital markets and corporate finance
divisions working in London, Milan and Johannesburg. In 2003, he then completed an MBA at the Oxford
University Said Business School, before joining a specialist retailer as Commercial Director. He joined the
Group in January 2006.
Michael Hindmarch D.L., age 78 – Non-Executive Director
Michael qualified as a Polymer Technologist at the National College of Rubber and Plastics Technology,
London. He founded Plantpak (Plastics) Limited, a horticultural plastics company, in 1970. In 1985, he
reversed Plantpak into Falcon Industries Plc, a listed conglomerate, becoming Chairman and Chief Executive
Officer. Since 1990, he has acted as an independent business consultant to a number of companies. Michael
served as High Sheriff of Essex 2010/2011 and is a Deputy Lieutenant of the County.
David Firth, age 57 – Non-Executive Director
David is a Fellow of the Institute of Chartered Accountants in England and Wales and is a highly experienced
PLC board member. He has acted as Finance Director and Company Secretary of a number of AIM listed
companies, including Penna Consulting PLC and Parity PLC. With over 25 years of experience on PLC
boards, he has a broad base of knowledge, including the raising of finance, corporate governance, investor
relations and acquisitions and disposals. He also has strong operations experience, gained in building,
running and restructuring people businesses.
9
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2018
Training and Development
Directors are encouraged to attend training and continuing professional development courses as required.
The Company Secretary provides updates at each Board meeting on governance and regulatory matters. An
induction programme is also provided to any Directors joining the Board during the year. In 2017,
David Firth received a full pack from the Company Secretary which included topics such as the operation of
the Board, Directors’ responsibilities, Market Abuse Regulations policy and Share Dealing Code, AIM Rules
and governance documents and other key company documents.
Time Commitment
The time commitment expected of the Non-Executive Directors is set out in their letters of appointment. The
nature of the role makes it difficult to place a specific time commitment however, a minimum of two days
per month is what the Company anticipates as reasonable for the proper performance of duties. Directors are
expected to attend all Board and Committee meetings.
The Board has established an Audit Committee and Remuneration Committee, each of which have written
terms of reference. Given the size of the Board there is no separate Nominations Committee, and all of the
Board participates in the appointment of new Directors.
AUDIT COMMITTEE REPORT
The Audit Committee comprises of the Non-Executive Directors – David Firth and Michael Hindmarch. The
Chairman, David Firth, has extensive financial experience and is a Chartered Accountant.
The Audit Committee meets as often as it deems necessary but, in any case, at least twice a year. These
meetings are scheduled at appropriate intervals in the reporting and audit cycle.
Although only members of the Committee have the right to attend meetings, standing invitations are
extended to the Executive Directors who attend meetings as a matter of practice. The external auditors also
usually attend and have the opportunity to meet with the Committee without the executive management
present.
Duties
The main duties of the Audit Committee are set out in its Terms of Reference and include the following:
– To monitor the integrity of the financial statements of the Company, including its annual and half-year
reports;
– To review and challenge where necessary the consistency of and any changes to accounting policies,
the methods used to account for significant or unusual transactions and whether the Company has
followed appropriate accounting standards and made appropriate estimates and judgements, taking
into account the views of the external auditor, and all material information presented with the financial
statements;
– To keep under review the effectiveness of the Company’s internal control and risk management
systems and to review and approve the statements to be included in the Annual Report concerning
internal controls and risk management;
– To regularly review the need for an internal audit function;
– To consider and make recommendations to the Board, to be put to shareholders for approval at the
Annual General Meeting, in relation to the appointment, reappointment and removal of the
Company’s external auditor;
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BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2018
– To oversee the relationship with the external auditor including approval of their remuneration,
approval of their terms of engagement, annual assessment of their independence and objectivity taking
into account relevant professional and regulatory requirements and the relationship with the auditor
as a whole, including the provision of any non-audit services;
– To meet regularly with the external auditor and at least once a year, without management present to
discuss any issues arising from the audit;
– To review and approve the Audit Plan and review the findings of the audit.
The principal areas of focus for the Committee during the year included the following items:
– Review of internal controls;
– Review of the external auditors’ report and significant issues from the audit report;
– Review of the Annual Report and financial statements;
– Approval of the management representation letter;
– Review of the independence of the auditors, review of auditors’ fees and engagement letter.
Role of the external auditors
The Audit Committee monitors the relationship with the external auditors, Wilkins Kennedy LLP, to ensure
that the auditors’ independence and objectivity are maintained. The Committee assesses the independence
of the external auditors and the effectiveness of the external audit process before making recommendations
to the Board in respect of their appointment or reappointment. In assessing independence and objectivity, the
Committee considers the level and nature of services provided by the external auditors as well as the
confirmation from the external auditors that they have remained independent within the meaning of the APB
Ethical Standards of Auditors.
The Committee’s assessment of the external auditors’ independence took into account the non-audit services
provided during the year. The Committee concluded that the nature and extent of the non-audit fees did not
compromise the independence of the auditors.
Having reviewed the auditors’ independence and performance, the Audit Committee is recommending that
Wilkins Kennedy LLP be reappointed as the Company’s auditors at the next Annual General Meeting.
Internal audit
The need for an internal audit function is assessed and it is considered that in light of the control
environments within the business there is no current requirement for a separate internal audit function.
Audit process
The external auditors prepare an Audit Plan for their review of the full year financial statements. The Audit
Plan sets out the scope of the audit, areas to be targeted and audit timetable. Following their review, the
auditors present their findings to the Audit Committee for discussion. No major areas of concern were
highlighted by the auditors during the year.
David Firth
Chairman of the Audit Committee
3 August 2018
11
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2018
REMUNERATION COMMITTEE
The Remuneration Committee, comprising of Michael Hindmarch (Chairman of the Committee) and David
Firth, is responsible for making recommendations to the Board on the Group’s framework of executive
remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for
each of the Executive Directors. The Board itself determines the remuneration of the Non-Executive
Directors. The Report of the Remuneration Committee is set out on page 13.
BOARD MEETING ATTENDANCE
Directors’ attendance at Board meetings is show below:
Number of Board
meetings attended
William Hindmarch 6/6
Rupert Garton 6/6
Michael Hindmarch 5/6
Colin Hargrave* 0/6
David Firth** 3/6
*Colin Hargrave was unable to attend meetings due to ill health and resigned from the Board in December 2017.
**David Firth was appointed as a Director on 1 January 2018 and has attended all Board meetings since that date.
Further ad hoc Board meetings were held during the year.
INTERNAL FINANCIAL CONTROL
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal
control. Although no system of internal control can provide absolute assurance against material misstatement
or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems
are identified on a timely basis and dealt with appropriately. The Group maintains a comprehensive process
of financial reporting. The annual budget is reviewed and approved before being formally adopted. Other key
procedures that have been established and which are designed to provide effective control are as follows:
Management structure – The Board meets regularly to discuss all issues affecting the Group.
Investment appraisal – The Group has a clearly defined framework for investment appraisal and approval is
required by the Board, where appropriate.
The Board regularly reviews the effectiveness of the systems of internal control and considers the major
business risks and the control environment. No significant deficiencies have come to light during the period
and no weaknesses in internal financial control have resulted in any material losses, or contingencies which
would require disclosure, as recommended by the guidance for directors on reporting on internal financial
control.
RELATIONS WITH SHAREHOLDERS
The Chief Executive is the Group’s principal spokesperson with investors, fund managers, the press and
other interested parties. Following the announcement of the interim and full year results, the investor road
shows are carried out and, at the Annual General Meeting, private investors are given the opportunity to
question the Board.
This year’s Annual General Meeting will be held on 6 September 2018. Notice of the Annual General
Meeting is set out at the back of this document.
12
BEST OF THE BEST PLC
Report of the Remuneration Committee
For The Year Ended 30 April 2018
This report does not constitute a Directors’ Remuneration Report in accordance with the Directors’
Remuneration Regulations 2007, which do not apply to the Company as it is not fully listed. This Report sets
out the Company’s policy on Directors’ remuneration, including emoluments, benefits and other share-based
awards made to each Director.
REMUNERATION COMMITTEE
The members of the Committee are Michael Hindmarch (Chairman of the Committee) and David Firth.
Details of the remuneration of each Director are set out below.
No Director plays a part in any discussion about his own remuneration.
Executive remuneration packages are prudently designed to attract, motivate and retain Directors of high
calibre, who are needed to drive and maintain the Company’s and the Group’s position as a market leader
and to reward them for enhancing value to the shareholder.
REMUNERATION POLICY
Certain Directors may have options granted to them under the terms of the approved and unapproved share
option schemes which are open to other qualifying employees. The reason for the schemes is to incentivise
and retain the Directors and key personnel and enable them to benefit from the increased market
capitalisation of the Company. The exercise of options under the scheme is based upon the satisfaction of
conditions relating to the share price. The conditions vary from grant to grant.
As at 30 April 2018, no Directors held options in the Company (2017: Nil).
PENSION ARRANGEMENTS
During the year, the Company provided £20,000 (2017: £28,000) in respect of the Executive Director
pension payments. At the year end, £Nil (2017: £Nil) was outstanding and owing to the scheme.
DIRECTORS’ CONTRACTS
It is the Company’s policy that Executive Directors should have contracts with an indefinite term providing
for a maximum of six months’ notice. In the event of early termination, the Directors’ contracts provide for
compensation, where appropriate, up to a maximum of basic salary for the notice period.
NON-EXECUTIVE DIRECTORS
The fees of Non-Executive Directors are determined by the Board as a whole, having regard to the
commitment of time required and the level of fees in similar companies. Non-Executive Directors are
engaged on renewable fixed term contracts not exceeding one year.
DIRECTORS’ REMUNERATION
30 April 30 April
Benefits Fees paid to 2018 2017
in kind Salary Bonus Pension third parties Total Total
Director £ £ £ £ £ £ £
Rupert Garton 8,590 140,000 70,000 10,000 – 228,590 224,356
William Hindmarch 6,268 140,000 70,000 10,000 – 226,268 222,732
Michael Hindmarch – – – – 12,000 12,000 12,000
Colin Hargrave 1,276 13,500 – – – 14,776 19,223
David Firth – 6,000 – – – 6,000 –
13
BEST OF THE BEST PLC
Report of the Remuneration Committee (continued)
For The Year Ended 30 April 2018
APPROVAL
The report was approved by the Board of Directors and authorised for issue on 3 August 2018 and signed on
its behalf by:
....................................................
M W Hindmarch
3 August 2018
14
BEST OF THE BEST PLC
Report of the Directors
For The Year Ended 30 April 2018
The Directors of Best of the Best PLC present their report for the year ended 30 April 2018. Particulars of
important events affecting the Company and its subsidiary and likely future developments may be found in
the Strategic Report on pages 2 to 6.
DIRECTORS
The Directors during the year and summaries of their experience are set out on page 9. The Directors who
held office during the year and their beneficial interest in the share capital of the Company at 30 April 2018
were as follows:
30 April 2018* 30 April 2017*
William Hindmarch 5,086,851 5,086,851
Rupert Garton 1,502,124 1,502,124
Michael Hindmarch 899,722 874,722
Colin Hargrave – resigned 31 December 2017 n/a 136,519
David Firth – appointed 1 January 2018 5,000 –
*or date of appointment if later
DIVIDENDS
Details of dividends paid during the year and declared as at the date of this report are set out in the Strategic
Report on page 3.
SHARE CAPITAL
Details of the Company’s share capital are set out in Note 18. The Company’s share capital consists of one
class of ordinary share, which does not carry rights to fixed income. As at 30 April 2018, there were
10,098,580 ordinary shares of 5p each in issue. Ordinary shareholders are entitled to receive notice and to
attend and speak at general meetings. Each shareholder present in person or by proxy (or by duly authorised
corporate representatives) has, on a show of hands, one vote. On a poll, each shareholder present in person
or by proxy has one vote for each share held.
Other than the general provisions of the Articles (and prevailing legislation) there are no specific restrictions
on the size of a holding or on the transfer of the ordinary shares.
The Directors are not aware of any agreements between holders of the Company’s shares that may result in
the restriction of the transfer of securities or on voting rights. No shareholder holds securities carrying any
special rights or control over the Company’s share capital.
56,000 (2017: Nil) Ordinary shares of £0.05 per share were re-purchased by the Company during the year
and subsequently cancelled. The amount paid per share was between £2.20 and £2.55.
AUTHORITY TO PURCHASE OWN SHARES
At the 2017 Annual General Meeting, the Company was authorised by shareholders to purchase up to
1,012,458 of its own shares, representing approximately 10 per cent. of the total issued share capital. This
authority will expire at the forthcoming Annual General Meeting and a resolution to renew the authority for
a further year will be sought.
SUBSTANTIAL SHAREHOLDERS
As at 12 July 2018, the Company had been advised of the following notifiable interests (whether directly or
indirectly held) in its voting rights (other than the Directors’ interests, already disclosed).
15
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2018
Name Shareholding Percentage
Stancroft Trust Limited 782,647 7.75
Octopus Investment Management 313,999 3.11
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year (2017: £Nil).
CHARITABLE DONATIONS
Charitable donations during the year amounted to £3,699 (2017: £3,506).
EVENTS SINCE THE END OF THE YEAR
The Company received £4.5 million from HMRC on 23 May 2018 (before the deduction of any professional
fees, expenses and tax) in respect of a retrospective VAT claim. Further details of this claim, and an
associated retrospective Remote Gaming Duty claim received from HMRC, are set out on page 4 of the
Strategic Report under the heading “VAT Claim” and in Note 4 to the attached financial statements.
DISCLOSURE IN THE STRATEGIC REPORT
The Company has chosen, in accordance with Section 414C of the Companies Act 2006, to set out the
following information in the Group Strategic Report which would otherwise be required to be contained in
the Report of the Directors:
– Outlook
– Risk management, including financial risk management and non-financial risk management.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual 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 have elected to prepare the financial statements in accordance with International Financial
Reporting Standards as adopted by the European Union (“IFRS”). 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 Group and of the profit or loss of the Group for that period. In preparing
these 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 that the financial statements comply with IFRS; and
– prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s and the Group’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and the Group and enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the
16
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2018
Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group’s auditor is unaware and each Director has taken all the steps that
he ought to have taken as a Director in order to make himself aware of any relevant audit information and to
establish that the Group’s auditor is aware of that information.
AUDITOR
The auditor, Wilkins Kennedy LLP, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
....................................................
W S Hindmarch
Director
3 August 2018
17
BEST OF THE BEST PLC
Report of the Independent Auditor
For The Year Ended 30 April 2018
Opinion
We have audited the financial statements of Best of the Best PLC (the ‘Company’) and its subsidiaries (the
‘Group’) for the year ended 30 April 2018 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the
Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, and the notes to the financial
statements, including a summary of significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and International Financial Reporting Standards
(“IFRSs”) as adopted by the European Union.
In our opinion, the financial statements:
– give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 April 2018
and of the Group’s profit for the year then ended;
– have been properly prepared in accordance with IFRSs as adopted by the European Union; 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
Group 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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us
to report to you where:
– the Directors’ use of the going concern basis of accounting in the preparation of the financial
statements is not appropriate; or
– the Directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the Group’s or the Company’s ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months from the date when the financial
statements are authorised for issue.
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) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
18
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2018
Matter How we addressed the matter in our audit
The revenue cycle includes fraudulent
transactions
Under ISA 240, there is a presumed risk
that revenue may be misstated due to
improper revenue recognition.
Provision for onerous lease costs
The Directors have identified that a
number of airport site leases are onerous
and the financial statements include a
provision for the lease costs and associated
exit costs for these sites.
Uncertain tax position on “Spot-the-Ball”
competition
The Directors have been notified that the
Company has historically paid the wrong
form of indirect tax on it’s ‘spot the ball’
competitions. The Directors are in the
process of agreeing the position with HM
Revenue and Customs (‘HMRC’) and
have disclosed
the presence of a
contingency.
Our application of materiality
We verified the Company’s revenue recognition policy for
reasonableness and substantively tested a sample of
entries to the sales accounts to ensure the policy is being
applied correctly.
We performed revenue cut-off procedures to ensure that
revenue is recognised in the correct accounting period.
Based on these substantive procedures, we concluded that
the Company’s revenue recognition policy has been
applied correctly in all material respects.
We reviewed management’s calculations to ensure that
only lease costs and associated exit costs are included in
the provision.
We inspected correspondence and other documentation
with the lessors to understand if the assumptions used in
management’s calculations appear reasonable.
Based on the work performed, we concluded that the
onerous lease provision appears reasonable.
We inspected correspondence received from HMRC to
understand the latest position relating to the claims.
We assessed whether the current status of the claims is
fairly accounted for and disclosed in the financial
statements.
Based on the work performed, we concluded that the
current status of the claims is fairly accounted for and
disclosed.
We define materiality for the financial statements as a whole as the magnitude of misstatement in the
financial statements that makes it probable that the economic decisions of a reasonably knowledgeable
person would be changed or influenced. We use materiality in determining the nature, timing and extent of
our audit work and in evaluating the results of that work. Materiality was determined as follows:
Measure Group
Financial statements as a whole
£87,500 (2017: £84,000), which was calculated by reference to
the Group’s turnover, result before tax, gross and net assets.
Performance materiality used to drive the
extent of our testing
50% of financial statement materiality
Specific materiality
We determined a lower level of materiality for certain specific
areas, such as Directors’ remuneration and related party
transactions.
19
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2018
Measure Group
Communication of misstatements to the
Audit Committee
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £4,375
(2017: £4,200).
The Company’s materiality threshold was calculated by reference to the Company’s turnover, result before
tax and gross and net assets and was higher than was calculated for the Group and so the Company’s
materiality has been capped at the Group materiality. Performance and specific materiality for the Company
are therefore the same as for the Group as is the amount above which misstatements will be communicated
to the Audit Committee.
An overview of the scope of our audit
We tailored the scope of our audit to ensure that we obtained sufficient appropriate audit evidence to be able
to give an opinion on the financial statements as a whole, taking in to account the Group structure as well as
its accounting processes and controls.
All audit work required for the purpose of forming an opinion on the Company’s and the Group’s financial
statements was undertaken by the Group engagement team. The Company had one wholly owned subsidiary
company throughout the year and liquidated a second subsidiary company during the year. Neither
subsidiary company is considered to be significant to the Group results or financial position and a limited
review was therefore undertaken by the Group engagement team for the purpose of the audit of the group
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 audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. 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 Report of the Directors for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
– the Strategic Report and the Report of the Directors have been prepared in accordance with applicable
legal requirements.
20
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2018
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report
of the Directors.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
– the Company 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 set out on page 16, 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 Group’s and 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 Group or
the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
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 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
21
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2018
Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we
have formed.
Ian Jefferson (Senior Statutory Auditor)
For and on behalf of Wilkins Kennedy LLP, Statutory Auditor
Bridge House
London Bridge
London SE1 9QR
3 August 2018
22
BEST OF THE BEST PLC
Consolidated Statement of Comprehensive Income
For The Year Ended 30 April 2018
2018 2017
Notes £ £
CONTINUING OPERATIONS
Revenue 12,947,716 10,811,989
Cost of sales (5,504,906) (3,864,696)
–––––––––– ––––––––––
GROSS PROFIT 7,442,810 6,947,293
Administrative expenses (5,843,662) (5,435,703)
–––––––––– ––––––––––
OPERATING PROFIT 1,599,148 1,511,590
Finance income 7 947 1,056
–––––––––– ––––––––––
PROFIT BEFORE INCOME TAX 8 1,600,095 1,512,646
Income tax 9 (253,077) (117,915)
–––––––––– ––––––––––
PROFIT FOR THE YEAR 1,347,018 1,394,731
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Exchange differences on translating foreign operations 1,578 24,849
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX 1,578 24,849
–––––––––– ––––––––––
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,348,596 1,419,580
–––––––––– ––––––––––
Profit attributable to:
Owners of the parent 1,347,018 1,394,731
–––––––––– ––––––––––
Total comprehensive income attributable to:
Owners of the parent 1,348,596 1,419,580
–––––––––– ––––––––––
Earnings per share expressed in pence per share
Basic 11 13.32 13.78
Diluted 11 13.29 13.74
–––––––––– ––––––––––
The notes form part of these financial statements
23
BEST OF THE BEST PLC
Consolidated Statement of Financial Position
As at 30 April 2018
2018 2017
Notes £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 13 127,316 178,133
Property, plant and equipment 14 1,144,830 1,356,988
Investments 15 – 70,000
Deferred tax 20 40,445 36,964
–––––––––– ––––––––––
1,312,591 1,642,085
CURRENT ASSETS
Trade and other receivables 16 150,123 245,186
Cash and cash equivalents 17 2,322,073 2,106,156
–––––––––– ––––––––––
2,472,196 2,351,342
–––––––––– ––––––––––
TOTAL ASSETS 3,784,787 3,993,427
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 18 504,926 506,226
Share premium 199,324 179,074
Capital redemption reserve 200,451 197,651
Foreign exchange reserve 26,427 24,849
Retained earnings 614,838 962,108
–––––––––– ––––––––––
TOTAL EQUITY 1,545,966 1,869,908
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 19 1,929,039 1,718,128
Tax payable 103,232 275,575
Provision 21 206,550 129,816
–––––––––– ––––––––––
TOTAL LIABILITIES 2,238,821 2,123,519
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 3,784,787 3,993,427
–––––––––– ––––––––––
The financial statements were approved by the Board of Directors on 3 August 2018 and were signed on its
behalf by:
……………………………..
W S Hindmarch
Director
The notes form part of these financial statements
24
BEST OF THE BEST PLC
Company Statement of Financial Position
As at 30 April 2018
2018 2017
Notes £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 13 127,316 178,133
Property, plant and equipment 14 1,144,830 1,356,988
Investments 15 – 70,085
Deferred tax 20 40,445 36,964
–––––––––– ––––––––––
1,312,591 1,642,170
CURRENT ASSETS
Trade and other receivables 16 149,733 184,056
Cash and cash equivalents 17 2,315,988 2,076,908
–––––––––– ––––––––––
2,465,721 2,260,964
–––––––––– ––––––––––
TOTAL ASSETS 3,778,312 3,903,134
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 18 504,926 506,226
Share premium 199,324 179,074
Capital redemption reserve 200,451 197,651
Retained earnings 635,682 841,335
–––––––––– ––––––––––
TOTAL EQUITY 1,540,383 1,724,286
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 19 1,927,439 1,769,811
Tax payable 103,940 279,221
Provision 21 206,550 129,816
–––––––––– ––––––––––
TOTAL LIABILITIES 2,237,929 2,178,848
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 3,778,312 3,903,134
–––––––––– ––––––––––
The profit attributable to shareholders dealt with in the financial statements of the Company was £1,488,635
(2017: £1,390,619).
The financial statements were approved by the Board of Directors on 3 August 2018 and were signed on its
behalf by:
……………………………..
W S Hindmarch
Director
The notes form part of these financial statements
25
BEST OF THE BEST PLC
Consolidated Statement of Changes in Equity
For The Year Ended 30 April 2018
Called up Capital
share Share redemption
capital premium reserve
£ £ £
Balance at 1 May 2016 505,726 175,774 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 500 3,300 –
Dividends paid – – –
––––––––– ––––––––– –––––––––
Transactions with owners 500 3,300 –
––––––––– ––––––––– –––––––––
Profit for the year – – –
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2017 506,226 179,074 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 1,500 20,250 –
Dividends paid – – –
Effect of share buy back (2,800) – 2,800
––––––––– ––––––––– –––––––––
Transactions with owners (1,300) 20,250 2,800
––––––––– ––––––––– –––––––––
Profit for the year – – –
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2018 504,926 199,324 200,451
––––––––– ––––––––– –––––––––
The notes form part of these financial statements
26
BEST OF THE BEST PLC
Consolidated Statement of Changes in Equity (continued)
For The Year Ended 30 April 2018
Foreign
exchange Retained
reserve earnings Total
£ £ £
Balance at 1 May 2016 – 711,455 1,590,606
––––––––– ––––––––– –––––––––
Issue of share capital – – 3,800
Dividends paid – (1,144,078) (1,144,078)
––––––––– ––––––––– –––––––––
Transactions with owners – (1,144,078) (1,140,278)
––––––––– ––––––––– –––––––––
Profit for the year – 1,394,731 1,394,731
Other comprehensive income
Exchange differences arising on translating
foreign operations 24,849 – 24,849
––––––––– ––––––––– –––––––––
Total comprehensive income 24,849 1,394,731 1,419,580
––––––––– ––––––––– –––––––––
Balance at 30 April 2017 24,849 962,108 1,869,908
––––––––– ––––––––– –––––––––
Issue of share capital – – 21,750
Dividends paid – (1,557,535) (1,557,535)
Effect of share buy back – (136,753) (136,753)
––––––––– ––––––––– –––––––––
Transactions with owners – (1,694,288) (1,672,538)
––––––––– ––––––––– –––––––––
Profit for the year – 1,347,018 1,347,018
Other comprehensive income
Exchange differences arising on translating
foreign operations 1,578 – 1,578
––––––––– ––––––––– –––––––––
Total comprehensive income 1,578 1,347,018 1,348,596
––––––––– ––––––––– –––––––––
Balance at 30 April 2018 26,427 614,838 1,545,966
––––––––– ––––––––– –––––––––
The notes form part of these financial statements
27
BEST OF THE BEST PLC
Company Statement of Changes in Equity
For The Year Ended 30 April 2018
Called up Capital
share Share redemption
capital premium reserve
£ £ £
Balance at 1 May 2016 505,726 175,774 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 500 3,300 –
Dividends paid – – –
––––––––– ––––––––– –––––––––
Transactions with owners 500 3,300 –
––––––––– ––––––––– –––––––––
Profit for the year – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2017 506,226 179,074 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 1,500 20,250 –
Dividends paid – – –
Effect of share buy back (2,800) – 2,800
––––––––– ––––––––– –––––––––
Transactions with owners (1,300) 20,250 2,800
––––––––– ––––––––– –––––––––
Profit for the year – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2018 504,926 199,324 200,451
––––––––– ––––––––– –––––––––
Retained
earnings Total
£ £
Balance at 1 May 2016 594,794 1,473,945
––––––––– –––––––––
Issue of share capital – 3,800
Dividends paid (1,144,078) (1,144,078)
––––––––– –––––––––
Transactions with owners (1,144,078) (1,140,278)
––––––––– –––––––––
Profit for the year 1,390,619 1,390,619
––––––––– –––––––––
Total comprehensive income 1,390,619 1,390,619
––––––––– –––––––––
Balance at 30 April 2017 841,335 1,724,286
––––––––– –––––––––
Issue of share capital – 21,750
Dividends paid (1,557,535) (1,557,535)
Effect of share buy back (136,753) (136,753)
––––––––– –––––––––
Transactions with owners (1,694,288) (1,672,538)
––––––––– –––––––––
Profit for the year 1,488,635 1,488,635
––––––––– –––––––––
Total comprehensive income 1,488,635 1,488,635
––––––––– –––––––––
Balance at 30 April 2018 635,682 1,540,383
––––––––– –––––––––
The notes form part of these financial statements
28
BEST OF THE BEST PLC
Consolidated Statement of Cash Flows
For The Year Ended 30 April 2018
2018 2017
Notes £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 29 2,236,879 2,177,993
Tax paid (428,901) (45,464)
–––––––––– ––––––––––
Net cash from operating activities 1,807,978 2,132,529
–––––––––– ––––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets (38,250) –
Purchases of property, plant and equipment (14,137) (132,113)
Sales of property, plant and equipment 131,917 43,333
Interest received 947 1,056
–––––––––– ––––––––––
Net cash from investing activities 80,477 (87,724)
–––––––––– ––––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issue 21,750 3,800
Cost of share buy back (136,753) –
Equity dividends paid (1,557,535) (1,144,078)
–––––––––– ––––––––––
Net cash from financing activities (1,672,538) (1,140,278)
–––––––––– ––––––––––
Increase in cash and cash equivalents 215,917 904,527
–––––––––– ––––––––––
Cash and cash equivalents at beginning of year 2,106,156 1,201,629
–––––––––– ––––––––––
Cash and cash equivalents at end of year 17 2,322,073 2,106,156
–––––––––– ––––––––––
The notes form part of these financial statements
29
BEST OF THE BEST PLC
Company Statement of Cash Flows
For The Year Ended 30 April 2018
2018 2017
Notes £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 29 2,262,980 2,183,205
Tax paid (431,839) (45,996)
–––––––––– ––––––––––
Net cash from operating activities 1,831,141 2,137,209
–––––––––– ––––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets (38,250) –
Purchases of property, plant and equipment (14,137) (132,113)
Sales of property, plant and equipment 131,917 43,333
Interest received 947 1,056
–––––––––– ––––––––––
Net cash from investing activities 80,477 (87,724)
–––––––––– ––––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issue 21,750 3,800
Cost of share buy back (136,753) –
Equity dividends paid (1,557,535) (1,144,078)
–––––––––– ––––––––––
Net cash from financing activities (1,672,538) (1,140,278)
–––––––––– ––––––––––
Increase in cash and cash equivalents 239,080 909,207
–––––––––– ––––––––––
Cash and cash equivalents at beginning of year 2,076,908 1,167,701
–––––––––– ––––––––––
Cash and cash equivalents at end of year 17 2,315,988 2,076,908
–––––––––– ––––––––––
The notes form part of these financial statements
30
BEST OF THE BEST PLC
Notes to the Financial Statements
For The Year Ended 30 April 2018
1. GENERAL INFORMATION
The principal activity of the Company and the Group is to operate weekly competitions to win luxury
cars online and also through retail sites within airports and at shopping centres.
These financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) and International Financial Reporting Interpretation Committee (“IFRIC”)
Interpretations as issued by the International Accounting Standards Board and adopted by the
European Union and in accordance with those parts of the Companies Act 2006 applicable to those
companies reporting under IFRS. The financial statements have been prepared under the historical
cost convention.
The principal accounting policies adopted in the preparation of the financial statements are set out
below. The policies have been consistently applied to all years presented, unless otherwise stated.
The financial statements are presented in Pounds Sterling. All amounts, unless otherwise stated, have
been rounded to the nearest Pound.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain
critical accounting estimates. It also requires management to exercise judgement in applying those
accounting policies. The areas where significant judgements and estimates have been made in
preparing these financial statements and their effect are disclosed in Note 4.
The Directors are satisfied that the Company and Group have adequate resources to continue in
business for the foreseeable future. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
2. PRINCIPAL ACCOUNTING POLICIES
2.1 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
The Company and Group applied for the first time certain Standards and Amendments which are
effective for annual periods commencing on or after 1 May 2017. The Company and Group have not
early adopted any other Standards, Interpretations or Amendments that have been issued but are not
yet effective.
IAS 7 Statement of Cash Flows
The Amendments are intended to clarify IAS 7 to improve information provided to users of financial
statements about an entity’s financing activities.
IFRS 12 Disclosure of Interests in Other Entities
The Amendments result from the Annual Improvements 2014-2016 Cycle, which clarifies the scope
of the Standard.
At the date of authorisation of these financial statements, certain new Standards, Amendments and
Interpretations to existing Standards have been published but are not yet effective and have not been
adopted early by the Company and Group.
Management anticipates that all of the pronouncements will be adopted in the accounting periods for
the first period beginning after the effective date of the pronouncement. Information on new
Standards, Amendments and Interpretations that are expected to be relevant to the financial statements
is provided below. Certain other new Standards, Amendments and Interpretations have been issued but
are not expected to be relevant to the financial statements.
31
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.1 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS (CONTINUED)
IAS 12 Income Taxes
The Amendments result from the Annual Improvements 2015-2017 cycle and address the income tax
consequences of dividends. The Amendments are effective for accounting periods commencing on or
after 1 January 2019, subject to adoption by the European Union.
IFRS 2 Share Based Payment
The Amendments to IFRS 2 clarify the classification and measurement of share-based payment
transactions. The Amendments are effective for accounting periods commencing on or after
1 January 2018.
IFRS 9 Financial Instruments
Amendments to IFRS 9 address the classification and measurement of financial assets and will replace
IAS 39. The Amendments are effective for accounting periods commencing on or after 1 January
2018.
IFRS 15 Revenue from Contracts with Customers
The Standard sets out at what point and how revenue is recognised and also requires enhanced
disclosures. Revenue contracts should be recognised in accordance with a single principles based five-
step plan. The Standard is effective for accounting periods beginning on or after 1 January 2018.
IFRS 16 Leases
The Standard specifies how an entity recognises, measures, presents and discloses leases. The
Standard requires lessees to recognise assets and liabilities for all leases unless the lease term is
12 months or less or the underlying asset is low value. The Standard is effective for accounting periods
commencing on or after 1 January 2019.
IFRIC 22 Foreign Currency Transactions and Advance Consideration
The Interpretation clarifies the accounting for transactions that include the receipt or payment of
advance consideration in a foreign currency. The Interpretation is effective for accounting periods
commencing on or after 1 January 2018.
IFRIC 23 Uncertainty over Income Tax Treatments
IFRIC 23 is to be applied in determining the taxable profit or loss, tax bases, unused tax losses, unused
tax credits and tax rates. It is to be applied where there is uncertainty over the income tax treatment
under IAS 12. The Interpretation is effective for accounting periods commencing on or after 1 January
2019, subject to adoption by the European Union.
The Directors do not expect that the adoption of the Standards and Amendments listed above will have
a material impact on the financial statements of the Company and Group in future periods, although
the detailed impact has not yet been quantified.
2.2 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company (its subsidiary undertakings). Where necessary, adjustments are
made to the financial statements of the subsidiaries to bring their accounting policies in line with the
Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
32
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.3 REVENUE RECOGNITION
Revenue represents the value of tickets sold in respect of weekly competitions, stated net of VAT,
where applicable, and returns, rebates and discounts. Revenue in respect of weekly competitions is
recognised on the date the result of those individual competitions is determined.
2.4 COST OF SALES
Cost of sales comprises principally of the cost of competition prizes, duties, rent and the associated
costs of operating retail sites.
2.5 SEGMENT REPORTING
The accounting policy for identifying segments is based on internal management reporting
information which is reviewed by the chief operating decision maker. The Company and Group are
considered to have a single business segment, being the operation of weekly competitions to win
luxury cars and other prizes.
2.6 RESEARCH AND DEVELOPMENT EXPENDITURE
Expenditure on research is recognised as an expense in the period in which it is incurred.
Development costs are capitalised when all of the following conditions are satisfied:
• Completion of the intangible asset is technically feasible so that it will be available for use or
sale;
• The Company or Group intends to complete the intangible asset and use or sell it;
• The Company or Group has the ability to use or sell the intangible asset;
• The intangible asset will generate probable future economic benefits. Amongst other things,
this requires that there is a market for the output from the intangible asset or for the intangible
asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;
• There are adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
• The expenditure attributable to the intangible asset during its development can be measured
reliably.
Development costs not meeting the criteria for capitalisation are expensed as incurred.
2.7 FOREIGN CURRENCIES
Assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling
at the statement of financial position date. Transactions in foreign currencies are translated into
Sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken
into account in arriving at the operating result.
33
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.7 FOREIGN CURRENCIES (CONTINUED)
The assets and liabilities in the financial statements of foreign subsidiaries are translated into the
parent Company’s presentation currency at the rates of exchange ruling at the statement of financial
position date. Income and expenses are translated at the actual rate on the date of the transaction. The
exchange differences arising from the retranslation of the opening net investment in subsidiaries are
recognised in other comprehensive income and taken to the foreign exchange reserve in equity. On
disposal of a foreign subsidiary, the cumulative translation differences are transferred to profit or loss
as part of the gain or loss on disposal.
2.8 SHARE BASED PAYMENT
The Company and Group have applied the requirements of IFRS 2 to share option schemes allowing
certain employees within the Group to acquire shares of the Company. For all grants of share options,
the fair value as at the date of grant is calculated using the Black-Scholes option pricing model, taking
into account the terms and conditions upon which the options were granted. The amount recognised
as an expense is adjusted to reflect the actual number of share options that are likely to vest, except
where forfeiture is only due to market-based conditions not achieving the threshold for vesting. The
expense is recognised over the expected life of the option.
2.9 PENSION CONTRIBUTIONS AND OTHER POST EMPLOYMENT BENEFITS
The Company operates a money purchase pension scheme for certain employees. The cost of the
contributions is charged to the statement of comprehensive income as incurred.
2.10 TAXATION
Current taxes are based on the results shown in the financial statements and are calculated according
to local tax rules, using tax rates enacted or substantively enacted by the statement of financial
position date.
The tax currently payable is based on the taxable profit for the year. Taxable profit/(loss) differs from
the net profit/(loss) reported in the statement of comprehensive income as it excludes items of income
or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible.
Deferred 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
the deductible temporary differences can be utilised. Such assets and liabilities are not recognised if
the temporary differences arise from the initial recognition (other than in a business combination) of
other assets or liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of the deferred tax asset is reviewed at each statement of financial position date
and reduced to the extent that it is no longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is
settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive
income, except when it relates to items charged or credited directly to equity, in which case deferred
tax is also dealt with in equity.
34
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.11 IMPAIRMENT
The carrying amounts of the Company’s and the Group’s assets are reviewed at each statement of
financial position date to determine whether there is any indication of impairment. If any such
indicator exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. Impairment losses are recognised in the statement of comprehensive income.
The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of the time value of money and the risks
specific to the asset.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation and
amortisation, if no impairment loss had been recognised.
2.12 CURRENT VERSUS NON-CURRENT CLASSIFICATION
The Company and Group present assets and liabilities in the statement of financial position based on
current/non-current classification. An asset is current when it is:
• expected to be realised or intended to be sold or consumed in the normal operating cycle; or
• held primarily for the purpose of trading; or
• expected to be realised within twelve months after the reporting period; or
• cash or cash equivalents unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting date.
All other assets are classified as non-current.
A liability is current when:
• it is expected to be settled in the normal operating cycle; or
• it is held primarily for the purpose of trading; or
• it is due to be settled within twelve months after the reporting period; or
• there is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting date.
The Company and Group classify all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
35
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.13 INTANGIBLE ASSETS
Intangible assets are recognised at cost less any accumulated amortisation and impairment.
An intangible asset, which is an identifiable non-monetary asset without physical substance, is
recognised to the extent that it is probable that the expected future economic benefits attributable to
the asset will flow to the Company or Group and that its cost can be measured reliably. The asset is
deemed to be identifiable when it is separate or when it arises from contractual or other legal rights.
The Company’s and Group’s intangible assets consist of its IT platform, infrastructure and website.
The Directors have estimated the useful economic life of the assets to be three years and they are being
amortised over that period on a straight line basis.
2.14 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any.
Depreciation is provided at the following annual rates in order to write off each asset over its useful
economic life:
Long leasehold property
Improvements to property
Display equipment
Fixtures and fittings
Motor vehicles
Computer equipment
– 1% on cost
– 4% on cost
– At varying rates on cost
– At varying rates on cost
– 25% on reducing balance
– At varying rates on cost
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from the use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset)
is included in the statement of comprehensive income when the asset is derecognised.
The residual values, useful economic lives and methods of depreciation are reviewed at each financial
year end and adjusted prospectively, if appropriate.
2.15 INVESTMENTS
Investments in subsidiaries are recorded at cost less any provision for permanent diminution in value.
2.16 LEASES
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right
to use the asset or assets, even if that right is not explicitly specified in an arrangement.
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers
substantially all the risks and rewards incidental to ownership to the Company and Group is classified
as a finance lease. The Company and Group have not entered into any finance leases during any
financial year included in these financial statements.
36
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.16 LEASES (CONTINUED)
An operating lease is a lease other than a finance lease. Operating lease payments are recognised as
an operating expense in the statement of comprehensive income on a straight line basis over the lease
term.
2.17 PROVISIONS
Provisions are recognised when the Company or Group has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation.
2.18 FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the Company’s and Group’s statement of financial
position when the Company and Group becomes a party to the contractual provisions of the
instrument. The Company’s and Group’s financial instruments comprise cash, trade and other
receivables and trade and other payables.
Loans and receivables
Loans and receivables are initially stated at their fair value plus transaction costs, then subsequently
at amortised cost using the effective interest method, if applicable, less impairment losses. Provisions
against trade and other receivables are made when there is objective evidence that the Company and
Group will not be able to collect all amounts due to them in accordance with the original terms of
those receivables. The amount of the write down is determined as the difference between the asset’s
carrying amount and the present value of estimated future cash flows.
Cash and cash equivalents
The Company and Group manage short-term liquidity through the holding of cash and highly liquid
interest-bearing deposits. Only deposits that are readily convertible into cash with maturities of three
months or less from inception, with no penalty of lost interest, are shown as cash and cash equivalents.
Trade payables
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the
Company and Group become a party to the contractual provisions of the instrument. All financial
liabilities are recorded at amortised cost using the effective interest method, with interest-related
charges recognised as an expense in finance cost in the statement of comprehensive income.
2.19 EQUITY
Equity comprises the following:
• Called up share capital represents the nominal value of the equity shares;
• Share premium represents the excess over nominal value of the fair value of consideration
received from the equity shares, net of expenses of the share issue;
• Capital redemption reserve represents the value of the re-purchase by the Company of its own
share capital;
37
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.19 EQUITY (CONTINUED)
• Foreign exchange reserve represents accumulated exchange differences from the translation of
subsidiaries with a functional currency other than Sterling; and
• Retained earnings represent accumulated profits and losses from incorporation and any credit
arising under share based payments.
3. CAPITAL MANAGEMENT
The Company defines capital as the total equity of the Company. The objective of the Company’s
capital management is to ensure that it makes the maximum use of its capital to support its business
and to maximise shareholder value. There are no external constraints on the Company’s capital.
4. CRITICAL JUDGEMENTS AND ACCOUNTING ESTIMATES
The Company and Group make certain estimates and assumptions regarding the future. Estimates and
judgements are continually evaluated based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. In the future,
actual outcomes may differ from these estimates and assumptions. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
Uncertain tax treatment on “Spot the Ball” game
Following the VAT decision given by the Supreme Court in favour of Sportech PLC on 8 December
2016, and after taking further specialist legal and tax advice, the Company submitted a top-up claim
to HMRC to recover VAT paid on its own “Spot the ball” game.
As a result, the Company received a retrospective VAT refund in May 2018 of approximately £4.5m.
Furthermore, as a result of the case, HMRC issued VAT Notice 701/29 confirming acceptance of the
judgement and stating its assessment that, as a game of chance, “Spot the Ball” games are subject to
Remote Gaming Duty (RGD) instead. The company has received a retrospective claim for RGD
which the directors consider is not due and for which the financial consequences, if any, cannot at
present be reliably estimated. The Directors have assessed that the two events are so closely related
that they would not be able to recognise the financial consequences separately. As the overall
consequences of these events cannot currently be reliably measured, it has been judged appropriate
not to recognise any amounts in respect of these events in these financial statements.
Impairment of assets
The Company and Group are required to consider assets for impairment where such indicators exist,
using value in use calculations or fair value estimates. The use of these methods may require the
estimation of future cash flows and the choice of a discount rate in order to calculate the present value
of the cash flows. Actual outcomes may vary.
Useful lives of property, plant and equipment and intangible assets
Property, plant and equipment are depreciated and intangible assets are amortised over their useful
lives. Useful lives are based on management’s estimates, which are periodically reviewed for
continued appropriateness. Changes to estimates can result in variations in the carrying values and
amounts charged to the statement of comprehensive income in specific periods.
38
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
5. SEGMENTAL REPORTING
Sales from UK activities totalled £10,386,359 (2017: £8,852,252) whilst sales from non-UK activities
totalled £2,561,357 (2017: £1,959,737).
6. EMPLOYEES AND DIRECTORS
Group Company
2018 2017 2018 2017
£ £ £ £
Wages and salaries 2,420,722 2,355,051 2,308,814 2,193,450
Social security costs 265,978 273,925 254,367 256,890
Other pension costs 64,520 12,493 64,520 12,493
–––––––– –––––––– –––––––– ––––––––
2,751,220 2,641,469 2,627,701 2,462,833
–––––––– –––––––– –––––––– ––––––––
The average monthly number of employees during the year, including the Directors, was as follows:
Group Company
2018 2017 2018 2017
Number Number Number Number
Sales 37 44 32 38
Administration 18 17 18 17
Management 2 2 2 2
–––––––– –––––––– –––––––– ––––––––
57 63 52 57
–––––––– –––––––– –––––––– ––––––––
2018 2017
£ £
Directors’ remuneration 487,634 478,311
––––––––– –––––––––
The number of Directors to whom retirement benefits were accruing was as follows:
2018 2017
Number Number
Money purchase schemes 2 2
––––––––– –––––––––
Details of individual director’s remuneration are set out in the Report of the Remuneration Committee
on page 13.
The Directors consider themselves to be the only key management personnel. As such, a separate
analysis of remuneration paid to key management personnel has not been presented.
Information regarding the highest paid Director is as follows:
2018 2017
£ £
Emoluments 228,590 224,356
––––––––– –––––––––
39
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
7. FINANCE INCOME
2018 2017
£ £
Finance income:
Deposit account interest 947 1,056
––––––––– –––––––––
8. PROFIT BEFORE INCOME TAX
The profit before income tax is stated after charging/crediting:
2018 2017
£ £
Depreciation and impairment of property, plant and equipment 126,036 228,894
Amortisation of intangible assets 89,067 89,067
Profit on disposal of property, plant and equipment (31,658) (451)
Operating lease expense – buildings 676,234 744,939
Operating lease expense – other 10,629 5,084
Foreign exchange losses/(gains) 6,813 (18,632)
Auditor’s remuneration
– Audit fees 34,025 33,900
– Taxation services 6,750 14,102
– Other 13,000 5,250
––––––––– –––––––––
9. INCOME TAX
Analysis of tax expense
2018 2017
£ £
Current tax:
Current year charge 256,558 219,682
Overprovision in prior year – (105,880)
––––––––– –––––––––
Total current tax 256,558 113,802
––––––––– –––––––––
Deferred tax
Origination and reversal of temporary timing differences (3,481) 4,113
––––––––– –––––––––
Total deferred tax (3,481) 4,113
––––––––– –––––––––
––––––––– –––––––––
Total tax charge for the year 253,077 117,915
40
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
9. INCOME TAX (CONTINUED)
Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The
difference is explained below:
2018 2017
£ £
Profit on ordinary activities before income tax 1,600,095 1,512,646
––––––––– –––––––––
Profit on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 19% (2017: 20%) 304,018 302,529
Effects of:
Depreciation in excess of capital allowances 7,632 4,499
Other timing differences (3,247) 4,113
Non-deductible expenses 12,574 19,210
Research and development enhanced deduction (67,900) (106,556)
Prior year adjustment and interest – (105,880)
––––––––– –––––––––
Tax expense 253,077 117,915
––––––––– –––––––––
Future tax developments
A reduction in the UK corporation tax rate from 19% to 17%, effective from 1 April 2020, was
substantively enacted on 15 September 2016. This will reduce the company’s future tax charge
accordingly.
The Finance (No.2) Act 2017 was substantively enacted on 16 November 2017. This includes a
restriction on the utilisation of brought forward losses and corporate interest in certain circumstances,
effective from 1 April 2017.
10. PROFIT OF THE PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of the Company is not
presented as part of these financial statements. The Company’s profit for the financial year was
£1,488,635 (2017: £1,390,619).
41
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
11. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to the ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of shares outstanding
during the year, adjusted to assume the exercise of all dilutive potential ordinary shares under the
Company’s share option plans.
2018 2017
Profit for the year and basic and diluted earnings attributable to the
owners of the parent £1,347,018 £1,394,731
–––––––––– ––––––––––
Weighted average number of ordinary shares 10,112,997 10,121,247
Basic earnings per share 13.32p 13.78p
–––––––––– ––––––––––
Adjusted weighted average number of ordinary shares 10,137,887 10,151,247
Diluted earnings per share 13.29p 13.74p
–––––––––– ––––––––––
12. DIVIDENDS
During the year, the Company paid a final dividend of 1.4 pence per share on 22 September 2017, as
recommended in the financial statements to 30 April 2017, and a Special Dividend of 6.5 pence
per share was paid on 30 June 2017 to shareholders on the register at the close of business on 16 June
2017. A further Special Dividend of 7.5 pence per share was paid on 23 February 2018 to shareholders
on the register at the close of business on 9 February 2018.
The Board is recommending a final dividend of 1.5 pence per share for the full year ending 30 April
2018, subject to shareholder approval at the Annual General Meeting on 6 September 2018. The final
dividend will be paid on 21 September 2018 to shareholders on the register on 7 September 2018. In
addition, a Special Dividend of 4.5 pence per share for the full year ending 30 April 2018 was paid
on 20 July 2018 to shareholders on the register at the close of business on 6 July 2018.
13. INTANGIBLE ASSETS – GROUP AND COMPANY
Development
costs
£
COST
At 1 May 2017 267,200
Additions 38,250
–––––––––
At 30 April 2018 305,450
–––––––––
AMORTISATION
At 1 May 2017 89,067
Charge for year 89,067
–––––––––
At 30 April 2018 178,134
–––––––––
NET BOOK VALUE
2018 127,316
–––––––––
2017 178,133
–––––––––
42
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
14. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY
Improvements Fixtures
Long to Display and
leasehold property equipment fittings
£ £ £ £
COST
At 1 May 2017 954,034 25,950 713,060 170,219
Additions – – – –
Disposals – – (239,469) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2018 954,034 25,950 473,591 170,219
–––––––– –––––––– –––––––– ––––––––
DEPRECIATION AND
IMPAIRMENT
At 1 May 2017 3,500 1,040 414,855 139,177
Charge for the year 3,498 1,038 67,325 21,540
Eliminated on disposals – – (139,210) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2018 6,998 2,078 342,970 160,717
NET BOOK VALUE
2018 947,036 23,872 130,621 9,502
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
2017 950,534 24,910 298,205 31,042
Motor Computer
vehicles equipment Total
£ £ £
COST
At 1 May 2017 58,275 101,000 2,022,538
Additions – 14,137 14,137
Disposals – – (239,469)
–––––––– –––––––– ––––––––
At 30 April 2018 58,275 115,137 1,797,206
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2017 27,341 79,637 665,550
Charge for the year 7,737 24,898 126,036
Eliminated on disposals – – (139,210)
–––––––– –––––––– ––––––––
At 30 April 2018 35,078 104,535 652,376
NET BOOK VALUE
2018 23,197 10,602 1,144,830
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
2017 30,934 21,363 1,356,988
43
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
14. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY (CONTINUED)
Improvements Fixtures
Long to Display and
leasehold property equipment fittings
£ £ £ £
COST
At 1 May 2016 954,034 25,950 680,549 170,219
Additions – – 90,833 –
Disposals – – (58,322) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2017 954,034 25,950 713,060 170,219
–––––––– –––––––– –––––––– ––––––––
DEPRECIATION AND
IMPAIRMENT
At 1 May 2016 – – 365,014 42,047
Charge for the year 3,500 1,040 74,401 97,130
Eliminated on disposals – – (24,560) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2017 3,500 1,040 414,855 139,177
NET BOOK VALUE
2017 950,534 24,910 298,205 31,042
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
2016 954,034 25,950 315,535 128,172
Motor Computer
vehicles equipment Total
£ £ £
COST
At 1 May 2016 72,775 93,120 1,996,647
Additions 33,400 7,880 132,113
Disposals (47,900) – (106,222)
–––––––– –––––––– ––––––––
At 30 April 2017 58,275 101,000 2,022,538
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2016 55,809 37,126 499,996
Charge for the year 10,312 42,511 228,894
Eliminated on disposals (38,780) – (63,340)
–––––––– –––––––– ––––––––
At 30 April 2017 27,341 79,637 665,550
NET BOOK VALUE
2017 30,934 21,363 1,356,988
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
2016 16,966 55,994 1,496,651
44
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
15. INVESTMENTS
Group
Unlisted
investments
£
COST
At 1 May 2017 and 30 April 2018 70,000
–––––––––
IMPAIRMENT
At 1 May 2017 –
Additions 70,000
–––––––––
At 30 April 2018 70,000
–––––––––
NET BOOK VALUE
2018 –
–––––––––
2017 70,000
–––––––––
Unlisted investments relate to the cost of acquiring options in another company. The investment was
impaired in full during the year under review.
Company
Shares in
group Unlisted
undertakings investments Total
£ £ £
COST
At 1 May 2017 12,585 70,000 82,585
Disposals (12,500) – (12,500)
––––––––– ––––––––– –––––––––
At 30 April 2018 85 70,000 70,085
––––––––– ––––––––– –––––––––
IMPAIRMENT
At 1 May 2017 12,500 – 12,500
Additions 85 70,000 70,085
Disposals (12,500) – (12,500)
––––––––– ––––––––– –––––––––
At 30 April 2018 85 70,000 70,085
––––––––– ––––––––– –––––––––
NET BOOK VALUE
2018 – – –
––––––––– ––––––––– –––––––––
2017 85 70,000 70,085
––––––––– ––––––––– –––––––––
Shares in Group undertakings comprise of the following subsidiary companies:
Name of company Nature of business % holding Country of incorporation
BOTB Ireland Limited Competition operator 100 Republic of Ireland
The winding up of Best of the Best Aps was finalised during the year under review and the cost of the
investment in that company has now been written off in full.
The company started the process of winding up BOTB Ireland Limited during the year under review.
As such, the cost of investment in that subsidiary company has been impaired in full.
45
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
16. TRADE AND OTHER RECEIVABLES – GROUP AND COMPANY
2018 2017 2018 2017
£ £ £ £
Group
Company
Trade receivables 10,961 13,396 10,961 9,294
Other receivables 56,290 117,732 56,290 66,995
Prepayments and accrued income 82,872 114,058 82,482 107,767
––––––––– ––––––––– ––––––––– –––––––––
150,123 245,186 149,733 184,056
––––––––– ––––––––– ––––––––– –––––––––
The fair values of trade and other receivables approximates to their carrying values.
17. CASH AND CASH EQUIVALENTS – GROUP AND COMPANY
Group
Company
2018 2017 2018 2017
£ £ £ £
Cash in hand 3,783 1,390 3,783 1,390
Bank accounts 2,318,290 2,104,766 2,312,205 2,075,518
––––––––– ––––––––– ––––––––– –––––––––
2,322,073 2,106,156 2,315,988 2,076,908
––––––––– ––––––––– ––––––––– –––––––––
18. CALLED UP SHARE CAPITAL – COMPANY
Allotted, issued and fully paid
2018 2017 2018 2017
Ordinary shares of 5 pence each Number Number £ £
At the start of the year 10,124,580 10,114,580 506,226 505,726
Shares allotted during the year 30,000 10,000 1,500 500
Purchased for cancellation in the year (56,000) – (2,800) –
––––––––– ––––––––– ––––––––– –––––––––
At the end of the year 10,098,580 10,124,580 504,926 506,226
––––––––– ––––––––– ––––––––– –––––––––
30,000 Ordinary shares of £0.05 per share were allotted as fully paid during the year at a premium of
£0.675 per share.
56,000 Ordinary shares of £0.05 per share were re-purchased by the company and subsequently
cancelled. An amount equal to the nominal value of the Ordinary shares has been transferred to the
capital redemption reserve. The amount paid per share was between £2.20 and £2.55. The difference
between the amount paid and the nominal value of the shares re-purchased has been deducted from
the retained earnings reserve.
46
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
19. TRADE AND OTHER PAYABLES – GROUP AND COMPANY
Group
Company
2018 2017 2018 2017
£ £ £ £
Trade creditors 388,063 317,707 387,396 311,001
Amounts owed to group undertakings – – – 71,716
Social security and other taxes 463,946 136,028 463,946 131,638
Other creditors 1,076,798 1,258,977 1,075,865 1,250,040
Pension creditor 232 5,416 232 5,416
––––––––– ––––––––– ––––––––– –––––––––
1,929,039 1,718,128 1,927,439 1,769,811
––––––––– ––––––––– ––––––––– –––––––––
20. DEFERRED TAX – GROUP AND COMPANY
2018 2017 2018 2017
£ £ £ £
Group
Company
Asset at 1 May 36,964 41,077 36,964 41,077
Movement in the year 3,481 (4,113) 3,481 (4,113)
––––––––– ––––––––– ––––––––– –––––––––
Asset at 30 April 40,445 36,964 40,445 36,964
––––––––– ––––––––– ––––––––– –––––––––
Deferred tax assets have been recognised in respect of accelerated capital allowances giving rise to
deferred tax assets where the Directors believe that it is probable that these assets will be recovered.
21. PROVISIONS – GROUP AND COMPANY
2018 2017 2018 2017
£ £ £ £
Group
Company
At 1 May 129,816 – 129,816 –
Utilised during the year (129,816) – (129,816) –
Additions 206,550 129,816 206,550 129,816
––––––––– ––––––––– ––––––––– –––––––––
Asset at 30 April 206,550 129,816 206,550 129,816
––––––––– ––––––––– ––––––––– –––––––––
The Directors have assessed that a number of retail site leases are onerous and a provision has been
recognised in respect of future rental payments on these loss-making sites. Payments in respect of all
loss making sites are expected to cease within the next twelve months.
47
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
22. SHARE BASED PAYMENT – GROUP AND COMPANY
Details of the share options outstanding during the year are as follows:
Outstanding Outstanding
Grant at 1 May at 30 April Exercise
date 2017 Granted Exercised Forfeited 2018 Expiry date price
19-03-2015 30,000 – (30,000) – – 18-03-2025 £0.725
19-12-2017 – 45,000 – – 45,000 19-12-2027 £2.25
The Company and Group operate a share option scheme for certain Directors and employees. Options
are exercisable at a price defined by the individual option agreements. The vesting period on each
option is three years. If the options remain unexercised during the specified period from the date of
grant, the options expire. Options are generally forfeited if the employee leaves the Group before the
options vest, however, this is at the discretion of the Board.
Details of the share options and the weighted average exercise price (‘WAEP’) outstanding during the
year are as follows:
2018 2018 2017 2017
Number WAEP Number WAEP
Outstanding at the beginning of year 30,000 72.50 70,000 67.571
Granted during the year 45,000 225.00 – –
Exercised during the year (30,000) 72.50 (10,000) 38.000
Lapsed during the year – – (30,000) 72.500
––––––––– ––––––––– ––––––––– –––––––––
Outstanding at the end of the year 45,000 225.00 30,000 72.500
––––––––– ––––––––– ––––––––– –––––––––
Exercisable at the end of the year – – – –
––––––––– ––––––––– ––––––––– –––––––––
The weighted average remaining contractual life of share options outstanding as at 30 April 2018 was
9 years and 8 month (2017: 8 years and 1 month).
No amount has been recognised in these financial statements in respect of share option charges as the
amount would be insignificant (2017: £Nil).
23. LEASE COMMITMENTS – GROUP AND COMPANY
Future minimum rentals payable under operating leases at 30 April 2018 were as follows:
Buildings
Other
2018 2017 2018 2017
£ £ £ £
Due within one year 223,050 281,250 6,762 10,167
Due between one and two years 368,000 – – 4,236
––––––––– ––––––––– ––––––––– –––––––––
591,050 281,250 6,762 14,403
––––––––– ––––––––– ––––––––– –––––––––
48
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
24. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS – GROUP AND
COMPANY
The principal financial assets of the Group are bank balances. The Group’s principal financial
liabilities are trade and other payables. The main purpose of these financial instruments is to generate
sufficient working capital for the Group to continue its operations.
Credit risk
The Group’s exposure to credit risk is limited to the carrying amounts of financial assets recognised
at the statement of financial position date, as summarised below. Management considers that the
Group is exposed to little credit risk arising on its receivables due to the value of those receivables.
The credit risk on cash balances is limited because the third parties are banks with high credit ratings
assigned by international credit rating agencies.
2018 2017
£ £
Financial assets classified as loans and receivables – carrying
amounts:
Trade receivables 10,961 13,396
Other receivables 56,290 117,732
Cash and cash equivalents 2,322,073 2,106,156
––––––––– –––––––––
2,389,324 2,237,284
––––––––– –––––––––
Liquidity risk
The Group’s funding strategy is to generate sufficient working capital to settle liabilities as they fall
due and to ensure sufficient financial resource is in place to support management’s long-term growth
plans.
The Group’s financial liabilities have contractual maturities as follows:
£ £ £ £
Up to After Up to After
1 year 1 year 1 year 1 year
2018
2017
Financial liabilities measured at
amortised cost – carrying amounts:
Trade and other payables 1,929,039 – 1,718,128 –
––––––––– ––––––––– ––––––––– –––––––––
1,929,039 – 1,718,128 –
––––––––– ––––––––– ––––––––– –––––––––
49
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2018
25. RELATED PARTY DISCLOSURES
M W Hindmarch is considered to be a related party as he is a Non-Executive Director of the Company.
During the year ended 30 April 2018, payments were made to him totaling £12,000 (2017: £12,000)
in respect of consultancy services provided. The total amount due to M W Hindmarch at 30 April 2018
was £1,000 (2017: £1,000).
26. EVENTS AFTER THE REPORTING PERIOD
The Company received £4.5 million from HMRC on 23 May 2018 (before the deduction of any
professional fees, expenses and tax) in respect of a retrospective VAT claim. Further details of this
claim, and an associated retrospective Remote Gaming Duty claim received from HMRC, are set out
in Note 4.
27. CONTINGENCIES
As set out in Note 4, the Company has received a retrospective claim for Remote Gaming Duty from
HMRC, which is being contested. The financial impact of the claim cannot be reliably estimated at
this stage and no liability is included in these financial statements.
28. ULTIMATE CONTROLLING PARTY
The Company is under the ultimate control of W S Hindmarch, the Chief Executive Director of the
Company, by virtue of his controlling shareholding at the statement of financial position date.
29. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
Group
Company
2018 2017 2018 2017
£ £ £ £
Profit before income tax 1,600,095 1,512,646 1,741,712 1,508,536
Depreciation charges 126,036 228,894 126,036 228,894
Amortisation charges 89,067 89,067 89,067 89,067
Profit on disposal of property, plant
and equipment (31,658) (451) (31,658) (451)
Investment impairment charge 70,000 – 70,085 12,500
Exchange differences 1,578 24,849 – –
Finance income (947) (1,056) (947) (1,056)
––––––––– ––––––––– ––––––––– –––––––––
1,854,171 1,853,949 1,994,295 1,837,490
Increase/(decrease) in trade and
other receivables 95,063 (75,768) 34,323 (68,098)
Increase in trade and other payables 210,911 269,996 157,628 283,997
Increase in provision 76,734 129,816 76,734 129,816
––––––––– ––––––––– ––––––––– –––––––––
Cash generated from operations 2,236,879 2,177,993 2,262,980 2,183,205
––––––––– ––––––––– ––––––––– –––––––––
50
BEST OF THE BEST PLC
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Best of the Best PLC (the “Company”) will
be held at 2 Plato Place, 72/74 St. Dionis Road, London, SW6 4TU on Thursday 6 September 2018 at
12.00 noon (the “Meeting”) for the following purposes:
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary
resolutions:
1. To receive the Company’s financial statements together with the reports thereon of the Directors and
auditors for the year ended 30 April 2018.
2. To declare a final dividend of 1.5 pence per ordinary share for the year ended 30 April 2018.
3. To elect David Firth as a Director of the Company.
4. To re-appoint the auditors, Wilkins Kennedy LLP, as auditors of the Company until the conclusion of
the next Annual General Meeting.
5. To authorise the Audit Committee to set the auditors’ remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions of which resolution 6 will be proposed as an
ordinary resolution and resolutions 7 and 8 will be proposed as special resolutions:
6. ORDINARY RESOLUTION
THAT (in substitution for all subsisting authorities) the Directors be and they are hereby generally and
unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the “Act”) to allot
shares in the Company, and to grant rights to subscribe for, or to convert any security into, shares in
the Company (“Rights”) up to an aggregate nominal amount of £168,309.67 for the period expiring
(unless previously renewed, varied or revoked by the Company in general meeting) on the conclusion
of the next Annual General Meeting of the Company after the passing of this resolution or 15 months
after the passing of this resolution (whichever is the earliest) but the Company may, before such
expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be
granted after such expiry and the Directors may allot shares or grant Rights in pursuance of that offer
or agreement as if the authority conferred by this resolution had not expired.
7. SPECIAL RESOLUTION
THAT, subject to the passing of resolution 6, the Directors be and they are hereby empowered to allot
equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority
conferred by resolution 6 as if section 561 of the Act did not apply to the allotment. This power is
limited to:
(a) the allotment of equity securities where such securities have been offered (whether by way of
a rights issue, open offer or otherwise) to holders of ordinary shares in the capital of the
Company made in proportion (as nearly as may be) to their existing holdings of ordinary shares
but subject to the Directors having a right to make such exclusions or other arrangements in
connection with the offering as they deem necessary or expedient:
(i) to deal with equity securities representing fractional entitlements; and
(ii) to deal with legal or practical problems under the laws of any territory or the
requirements of any regulatory body or stock exchange; and
51
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
(b) the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an
aggregate nominal amount of £25,246.45 for the period expiring (unless previously renewed,
varied or revoked by the Company in general meeting) on the conclusion of the next Annual
General Meeting of the Company after the passing of this resolution or 15 months after the
passing of this resolution (whichever is the earliest) but the Company may, before such expiry,
make an offer or agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of that offer or
agreement as if the power conferred by this resolution had not expired.
8. SPECIAL RESOLUTION
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of
section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of
ordinary shares of 5 pence each in the Company provided that:
(a) the maximum number of ordinary shares which may be purchased is 1,009,858 representing
10 per cent. of the Company’s issued ordinary share capital as at 3 August 2018;
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is
5 pence;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an
amount equal to 105 per cent. of the average of the middle market quotations of an ordinary
share of the Company taken from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the share is contracted to be purchased;
(d) this authority shall expire at the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution or 15 months after the passing of this resolution
(whichever is the earlier); and
(e) the Company may, before such expiry, enter into one or more contracts to purchase ordinary
shares under which such purchases may be completed or executed wholly or partly after the
expiry of this authority and may make a purchase of ordinary shares in pursuance of any such
contract or contracts.
By Order of the Board
PRISM COSEC LIMITED
COMPANY SECRETARY
3 August 2018
REGISTERED OFFICE:
2 Plato Place
72-74 St. Dionis Road
London SW6 4TU
52
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
Notes:
(a) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies, who need not be members of the
Company, to attend, speak and vote instead of him/her. To be valid, a Form of Proxy must be received, together with any power
of attorney or other authority under which it is executed (or a duly certified copy of such power or authority), by the Company’s
registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not later than 48 hours
before the time fixed for the meeting. The completion and return of a Form of Proxy will not preclude a member from attending
and voting at the Meeting in person.
(b) Pursuant to regulation 41 of the Uncertificated Regulations 2001, the Company specifies that only those shareholders registered
on the register of members of the Company as at 6.00 p.m. on 4 September 2018 (being not more than 48 hours prior to the time
fixed for the Meeting) shall be entitled to attend and vote at the aforesaid Annual General Meeting in respect of the number of
shares registered in their name at that time or if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting
(as the case may be). In each case, changes to entries on the register of members after such time shall be disregarded in
determining the rights of any person to attend or vote at the Meeting.
(c) Each of the resolutions to be put to the Meeting will be voted on by poll and not show of hands. A poll reflects the number of
voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and
Proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the
end of the Meeting. The results of the poll will be published on the Company’s website and notified to the UK Listing Authority
once the votes have been counted and verified.
(d) Copies of all letters of appointment between the Company and its Non-Executive Directors are available for inspection at the
registered office of the Company during normal business hours, and will be available for inspection at 2 Plato Place, 72/74 St.
Dionis Road, London, SW6 4TU at least 15 minutes prior to the commencement of, and during the continuance of, the Annual
General Meeting.
(e) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to exercise all or any of his rights
to attend and speak and vote at the Meeting. A member may appoint more than one proxy provided each proxy is appointed to
exercise the rights attached to a different share or shares. If you appoint more than one proxy, then on each Form of Proxy you
must specify the number of shares for which each proxy is appointed.
(f) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to the same shares.
(g) Explanatory notes in relation to the resolutions to be proposed at the Meeting are set out on the following page.
(h) A Nominated person may under an agreement between him/her and the member who nominated him/her, have a right to be
appointed (or to have someone else appointed) as a proxy entitled to attend and speak and vote at the Annual General Meeting.
Nominated Persons are advised to contact the member who nominated them for further information on this and the procedure for
appointing any such proxy.
(i) If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the Annual
General meeting, or does not wish to exercise such a right, he/she may still have the right under an agreement between
himself/herself and the member who nominated him/her to give instructions to the member as to the exercise of voting rights at
the Annual General Meeting. Such Nominated Persons are advised to contact the members who nominated them for further
information on this.
(j) To facilitate entry to the meeting, shareholders are requested to bring with them suitable evidence of their identity. Persons who
are not shareholders of the Company (or their appointed proxy) will not be admitted to the Annual General Meeting unless prior
arrangements have been made with the Company. For security reasons, all hand luggage may be subject to examination prior to
entry to the Annual General Meeting. Cameras, tape recorders, laptop computers and similar equipment may not be taken into
the Annual General Meeting. We ask all those present at the Annual General Meeting to facilitate the orderly conduct of the
meeting and reserve the right, if orderly conduct is threatened by a person’s behaviour, to require that person to leave.
53
BEST OF THE BEST PLC
Notice of Annual General Meeting – Explanatory Notes to the Resolutions
RESOLUTION 1: REPORTS AND ACCOUNTS
The Directors are required to present to the meeting the audited accounts and the reports of the Directors and
the auditors for the financial year ended 30 April 2018.
RESOLUTION 2: DECLARATION OF DIVIDEND
Final dividends must be approved by shareholders but cannot exceed the amount recommended by the
Directors.
RESOLUTION 3: APPOINTMENT OF DAVID FIRTH
As Mr Firth was appointed since the last Annual General Meeting, he must seek election by shareholders.
Biographical details can be found on page 9.
RESOLUTION 4: RE-APPOINTMENT OF AUDITORS
The Company is required to appoint auditors at each general meeting at which accounts are laid before the
Company, to hold office until the end of the next such meeting. This resolution proposes the re-appointment
of Wilkins Kennedy LLP.
RESOLUTION 5: AUTHORITY TO SET THE AUDITORS’ REMUNERATION
In accordance with standard practice, this resolution gives authority to the Audit Committee to determine the
remuneration to be paid to the auditors.
RESOLUTION 6: AUTHORITY TO ALLOT SHARES
Section 549 of the Companies Act 2006 provides, in relation to all companies, that the Directors may not
allot shares in the Company, or grant rights to subscribe for, or to convert any security into, shares in the
Company unless authorised to do so by the Company in general meeting or by its Articles of Association.
Accordingly, this resolution seeks renewal, for a further period expiring at the earlier of the close of the next
annual general meeting of the Company and fifteen months after the passing of the resolution, of the
authority previously granted to the Directors at the last annual general meeting of the Company. This
authority will relate to a total of 3,366,193 ordinary shares of 5 pence each, representing approximately one
third of the Company’s issued share capital as at the date of this Notice. While this resolution empowers the
Directors to allot shares they are required to effect any such allotment on a pre-emptive basis save to the
extent that they are otherwise authorised. Resolution 7 below contains a limited power to allot on a non-pre-
emptive basis. The Directors have no present intention of allotting, or agreeing to allot, any shares otherwise
than in connection with employee share schemes, to the extent permitted by such schemes.
RESOLUTION 7: DIS-APPLICATION OF PRE-EMPTION RIGHTS
If the Directors wish to allot any shares of the Company for cash in accordance with the authority granted at
this year’s annual general meeting these must generally be offered first to shareholders in proportion to their
existing shareholdings. In certain circumstances, it may be in the interests of the Company for the Directors
to be able to allot some shares for cash without having to offer them first to existing shareholders. In line
with normal practice, this resolution, which will be proposed as a special resolution, seeks approval to renew
the current authority to exclude the statutory pre-emption rights for issues of shares having a maximum
aggregate nominal value of up to £25,246.45, representing 5 per cent. of the Company’s issued share capital
as at the date of this Notice. In addition, there are legal, regulatory and practical reasons why it may not
always be possible to issue new shares under a rights issue to some shareholders, particularly those resident
overseas. To cater for this, the resolution also permits the Directors to make appropriate exclusions or
arrangements to deal with such difficulties. This authority would be effective until the earlier of the
54
BEST OF THE BEST PLC
Notice of Annual General Meeting – Explanatory Notes to the Resolutions (continued)
conclusion of the next annual general meeting of the Company and fifteen months after the passing of the
resolution. The Directors believe that obtaining this authority is in the best interests of shareholders as a
whole and recommend that shareholders vote in favour of this resolution.
RESOLUTION 8: PURCHASE OF OWN SHARES
The Directors believe that it is in the interests of the Company and its members to continue to
have the flexibility to purchase its own shares and this resolution seeks authority from members to do so.
The Directors intend only to exercise this authority where, after considering market conditions prevailing
at the time, they believe that the effect of such exercise would be to increase the earnings per share and be
in the best interests of shareholders generally. The effect of such purchases would either be to cancel the
number of shares in issue or the Directors may elect to hold them in treasury pursuant to the Companies
(Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the “Treasury Share Regulations”), which
came into force on 1 December 2003. The Treasury Share Regulations enable certain listed companies to
hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by a
company in accordance with the Companies Act 2006. Shares held in treasury may subsequently be
cancelled, sold for cash or used to satisfy share options and share awards under a company’s employee share
scheme. Once held in treasury, a company is not entitled to exercise any rights, including the right to attend
and vote at meetings in respect of the shares. Further, no dividend or other distribution of the company’s
assets may be made to the company in respect of the treasury shares. This resolution renews the authority
given at the Annual General Meeting held on 7 September 2017 and would be limited to 1,009,858 ordinary
shares, representing approximately 10 per cent. of the issued share capital at 3 August 2018. The Directors
intend to seek renewal of this power at each Annual General Meeting. As of 3 August 2018 there were
options outstanding over 45,000, representing 0.45 per cent. of the Company’s issued share capital. If the
authority given by this resolution was to be fully used, this would represent 0.41 per cent. of the Company’s
issued share capital.
55
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