(cid:19)
(cid:19)
(cid:19)
(cid:19)
(cid:19) (cid:19)
Group Strategic Report,
Report of the Directors and
Financial Statements
For The Year Ended 30 April 2019
for
BEST OF THE BEST PLC
BEST OF THE BEST PLC
Contents of the Financial Statements
For The Year Ended 30 April 2019
Page
Company Information 1
Group Strategic Report 2
Corporate Governance Report 6
Report of the Remuneration Committee 12
Report of the Directors 14
Report of the Independent Auditor 17
Consolidated Statement of Comprehensive Income 22
Consolidated Statement of Financial Position 23
Company Statement of Financial Position 24
Consolidated Statement of Changes in Equity 25
Company Statement of Changes in Equity 27
Consolidated Statement of Cash Flows 28
Company Statement of Cash Flows 29
Notes to the Financial Statements 30
Notice of Annual General Meeting 50
BEST OF THE BEST PLC
Company Information
For The Year Ended 30 April 2019
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 Audit Services
Statutory Auditor
2nd Floor, Regis House
45 King William Street
London
EC4R 9AN
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 2019
CHIEF EXECUTIVE’S STATEMENT
During the year we have almost completed our move away from physical retail locations (principally
airports) to become, in due course, an entirely online focused operation. With the exception of one remaining
site at Birmingham Airport, all customer acquisition activity is focused on driving traffic and registrations to
our website botb.com.
The transformation to become a pure online business has been a proven success, giving us more flexibility
and focus, as well as material efficiency and cost savings. Our investment in marketing continues to increase
and has been returning encouraging results. As a result, our competitions, pricing and product strategy are
now tailored exclusively for our growing and increasingly diversified online customer base.
Final Results
Revenue for the year ended 30 April 2019 increased by 14.4% to £14.81 million (2018: £12.95 million) and
operating profit before exceptional items rose by 31.9% to £2.11 million (2018: £1.60 million). Adjusted
earnings per share (excluding exceptional items and associated tax) increased by 32.3% to 17.62p
(2018: 13.32p).
£4.5 million of exceptional income was also recognised as a result of the Company’s successful claim for
overpaid VAT in prior years, offset by £2.0m of exceptional expenses related to retrospective taxation and
professional fees. This finally concludes the already well documented VAT claim which has been ongoing
since 2013 and the Directors are pleased this has come to a conclusion. Profit before tax including
exceptional items was £4.70 million with fully diluted earnings per share (including exceptional items) from
continuing operations at 38.52p. Following the conclusion of the VAT claim a tender offer was completed in
February 2019 to return £3.5m to qualifying shareholders.
A total of £4.24 million of cash flow was generated from operations during the period (2018: £1.81 million).
Net assets at 30 April 2019 stood at £1.28 million (2018: £1.55 million), underpinned by cash balances of
£2.54 million (2018: £2.32 million) and our 967-year leasehold office properties valued at £0.95 million.
Current cash balances stand in excess of £3.0 million.
The Company is now deriving almost all of its income from our higher margin online operations. During the
year we exited our two Gatwick Airport sites as well as our sites at both Edinburgh and Manchester airports.
Our only remaining physical site is at Birmingham airport. Although these closures (we previously occupied
up to 12 airport sites and several shopping centre sites) have held back the top line revenue growth in the last
few years, the business is now much better placed to grow profitably and efficiently. Online sales grew
strongly during the period, accounting for £14.3 million of revenue or circa 97% of the total.
Dividends
The Board is recommending a final dividend of 2.0p per share (2018: 1.5p) for the full year ending 30 April
2019 subject to shareholder approval at the Annual General Meeting on 11 September 2019. The final
dividend will be paid on 27 September 2019 to shareholders on the register on 13 September 2019. A Special
Dividend of 4.5p per ordinary share was also paid to shareholders on 20 July 2018.
Strategy, competitions and pricing
Since inception in 2000, BOTB leased physical sites in locations such as airports and shopping centres to
acquire new players, service existing players and encourage customers to play online. However, our costs
and in particular rent and staff expenditure in these retail locations continued to increase significantly year-
on-year, resulting in reduced efficiency when compared to other available channels.
2
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2019
Through continued trials in previous years, the Company proved it could execute its marketing strategy more
effectively using predominantly digital media complemented by traditional advertising channels. The
physically serviced airport and retail customers were also disproportionately affecting our pricing strategy
and our ability to innovate online. A further positive consequence of the move to becoming a purely online
operator has therefore been our ability to design our competitions, pricing and innovations exclusively for
the online player.
BOTB’s principal competition is the Weekly Dream Car, which continues to perform well and benefit from
improvements to the online user experience, pricing and the choice of cars. Together, these incremental
changes have had a positive effect on revenues. Our online content and weekly “In the Headlights” edit
section provides an incentive for people to keep returning to the site and maintains engagement.
The Lifestyle Competition which features
luxury watches, motorbikes, holidays and other
gadgets/technology as well as cash prizes also continues to perform encouragingly. There is a substantial
overlap with players of our Dream Car competitions, but the range of prizes in the Lifestyle Competition has
significantly broadened our addressable market for this affordable offering.
Continued investment in IT development
With the focus now exclusively online, our ability to acquire players and encourage their loyalty – whether
playing for the car they have always dreamt about or for the lifestyle prize they really want but cannot justify
buying – relies heavily on providing the best possible user experience and seamless checkout on whatever
screen or device a customer is viewing.
Over half our revenues and circa 80% of our visits are now on mobile (and tablet) devices. Whilst a new
platform and responsive website was deployed in early 2017, we believe there are significant further
opportunities to enhance the mobile experience for our customers and to improve conversion rates for both
new and existing players.
Our two-weekly development and release cycle is continually refining our technology and introducing new
functionality to make using botb.com simpler, easier and more accessible for everyone. Improvements to
server responsiveness, reporting, device UX analysis specifically for mobile, purchase path streamlining and
improved payment integration are planned for the current year. We will also be re-introducing android and
iOS apps, to complement an improved mobile website experience.
New player acquisition and CRM
We have continued to invest strongly to attract new customers and during the year BOTB’s marketing
strategy has delivered encouraging online revenue growth. An enlarged, predominantly in-house marketing
team has invested in a multitude of channels across the spectrum, including Social Media, TV, Radio, PR and
YouTube Influencers to acquire new players. These players replace those once acquired through our many
physical face-to-face channels and, because they were acquired online, respond well to our content,
marketing initiatives and to the wider BOTB community.
Social media continues to be a core marketing channel, driving both customer acquisition and brand
awareness. Our Facebook page now attracts over 249,000 followers with BOTB’s YouTube channel at over
31,000 subscribers, whilst Instagram followers exceed 80,000.
This activity is complemented by campaigns executed on traditional media channels to ensure the Company
is promoted to a wide range of ages and demographics. New updated TV creative was run throughout the
period and performed at its most efficient level since we first utilised TV advertising in 2015. Investment in
print and public relations has secured frequent coverage of weekly winners and is working well to positively
support and promote our brand.
3
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2019
Our key business metric is the cost per acquisition of new customers, versus their lifetime value. This metric,
which is tracked and analysed in considerable detail across the channels, is the primary driver in dictating
where and how we continue to grow our online marketing investment in the year ahead, to acquire new
BOTB customers and advocates.
A further focus in this financial year will be on maximising customer retention and engagement and hence
lifetime values. A new hire has been made specifically to assist with this project, including a full review of
our loyalty programme to promote initiatives.
Outlook
BOTB has delivered increased revenues and profits slightly ahead of management’s expectations and
remains cash generative, with a strong balance sheet and sufficient funds to invest in our online growth. We
believe the streamlined, online-only business is well positioned for the new financial year which has started
well 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 month Lifetime 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 Company’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 has 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.
4
BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2019
Non-financial Risk Management
Interruption to website and associated IT infrastructure
As the Company and Group now operate substantially online, they are heavily reliant on the effective
operation of their 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.
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 skilled 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
....................................................
William Hindmarch
Chief Executive
19 June 2019
5
BEST OF THE BEST PLC
Corporate Governance Report
For The Year Ended 30 April 2019
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 aim towards high standards of corporate governance and recognise its importance in
supporting our strategic goals and long-term success. The Company is listed on AIM and is therefore
required to provide details of a recognised corporate governance code that the Board of Directors has decided
to apply. In 2018 we reviewed our corporate governance framework in response to AIM rule changes and
deemed it appropriate to adopt the Quoted Companies Alliance Code (“QCA Code”).
We continue to consider that the QCA Code is the most appropriate governance code for the Group to apply,
being more applicable for small and midsized companies than the UK Corporate Governance Code which
would be both unwieldly and costly to comply with fully. 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 four 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. 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 pages 4 and 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. An internal evaluation of the Board led by the Company Secretary and myself has been
carried out this year. Confidential questionnaires were completed by all Board members and the results
discussed by the full 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.
6
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2019
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 offers opportunities for training, in order to
grow both together and as individuals. 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 bi-annual 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 June 2019 and will do so annually
as required by AIM Rule 26.
Michael Hindmarch
Non-Executive Chairman
19 June 2019
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.
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 15. 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.
7
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2019
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 45 – 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 19 years.
Rupert Garton, age 44 – 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 79 – Chairman and 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 58 – Non-Executive Director and chairman of the audit committee
David is a Fellow of the Institute of Chartered Accountants in England and Wales and is a highly experienced
PLC board member. He was Finance Director of Penna Consulting plc from 1999 to 2016 and has held a
number of board positions in public companies over the past 30 years across various sectors including HR
consultancy and recruitment, IT services, financial markets, motor retailing and advertising. He is a non-
executive director of Parity Group Plc, an IT services and consultancy business where he is chairman of its
audit and remuneration committees. He is also a non-executive director of Summerway Capital plc where he
is chairman of its audit and remuneration committees.
Training and Development
Directors are encouraged to attend training and continuing professional development courses as required.
The Company Secretary provides full updates at each Board meeting on governance and regulatory matters.
An induction programme is also provided to any Directors joining the Board.
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.
Board Evaluation
An internal evaluation of the Board led by the Chairman and the Company Secretary has been carried out
this year. Confidential questionnaires were completed by all Board members and the results discussed by the
8
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2019
full Board. The output of the evaluation was positive. The Board found the evaluation exercise useful and
agreed that discussions were open and constructive with the right amount of time being spent on strategy,
risk and governance in the Board meetings. Topics for future meetings were suggested and will be added to
the Board agenda calendar.
AUDIT COMMITTEE REPORT
The Audit Committee comprises the Non-Executive Directors – David Firth and Michael Hindmarch. The
Committee 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 auditor also
usually attends and has 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;
– 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.
9
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2019
The principal areas of focus for the Committee during the year included the following items:
– Review of internal controls;
– Review of the external auditor’s 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 auditor, review of auditor’s fees and engagement letter.
Role of the external auditor
The Audit Committee monitors the relationship with the external auditor, Wilkins Kennedy Audit Services,
to ensure that the auditor’s independence and objectivity are maintained. The Committee assesses the
independence of the external auditor 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 auditor as
well as the confirmation from the external auditor that they have remained independent within the meaning
of the APB Ethical Standards.
The Committee’s assessment of the external auditor’s 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 auditor. Having reviewed the auditor’s independence and performance,
the Audit Committee is recommending that Wilkins Kennedy Audit Services be reappointed as the
Company’s auditor 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 auditor prepares 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
auditor presents their findings to the Audit Committee for discussion. No major areas of concern were
highlighted by the auditor during the year.
David Firth
Chairman of the Audit Committee
19 June 2019
10
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2019
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 pages 12 and 13.
BOARD MEETING ATTENDANCE
Directors’ attendance at scheduled Board meetings is shown below:
Number of Board
meetings attended
William Hindmarch 6/6
Rupert Garton 6/6
Michael Hindmarch 6/6
David Firth 6/6
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 by the Board 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 11 September 2019. Notice of the Annual General
Meeting is set out at the back of this document.
11
BEST OF THE BEST PLC
Report of the Remuneration Committee
For The Year Ended 30 April 2019
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 2019, no Directors held options in the Company (2018: Nil).
PENSION ARRANGEMENTS
During the year, the Company provided £20,000 (2018: £20,000) in respect of the Executive Director
pension payments. At the year end, £Nil (2018: £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 2019 2018
in kind Salary Bonus Pension third parties Total Total
Director £ £ £ £ £ £ £
Rupert Garton 10,967 150,000 80,000 10,000 – 250,967 228,590
William Hindmarch 7,720 150,000 80,000 10,000 – 247,720 226,268
Michael Hindmarch – – – – 12,000 12,000 12,000
David Firth – 18,030 – – – 18,030 6,000
12
BEST OF THE BEST PLC
Report of the Remuneration Committee (continued)
For The Year Ended 30 April 2019
APPROVAL
The report was approved by the Board of Directors and authorised for issue on 19 June 2019 and signed on
its behalf by:
....................................................
M W Hindmarch
Chairman of the Remuneration Committee
19 June 2019
13
BEST OF THE BEST PLC
Report of the Directors
For The Year Ended 30 April 2019
The Directors of Best of the Best PLC present their report for the year ended 30 April 2019. 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 5.
DIRECTORS
The Directors during the year and summaries of their experience are set out on page 8. The Directors who
held office during the year and their beneficial interest in the share capital of the Company at 30 April 2019
were as follows:
30 April 2019 30 April 2018
William Hindmarch* 4,725,658 5,086,851
Rupert Garton 1,389,467 1,502,124
Michael Hindmarch 832,023 899,722
David Firth 4,623 5,000
*William Hindmarch’s shares are held jointly with his wife Philippa Hindmarch
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 2.
SHARE CAPITAL
Details of the Company’s share capital are set out in Note 19. The Company’s share capital consists of one
class of ordinary share, which does not carry rights to fixed income. As at 30 April 2019, there were
9,377,253 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.
On 15 February 2019, subject to a circular dated 30 January 2019, shareholders approved a proposed tender
offer by finnCap Ltd to purchase Ordinary shares in the Company up to approximately 7.1% of the issued
share capital at a price of 485 pence per share. Further to a repurchase agreement between the Company and
finnCap Ltd, the Company exercised the call option and re-purchased and subsequently cancelled 721,327
Ordinary Shares at a price of 485 pence per share.
AUTHORITY TO PURCHASE OWN SHARES
At the 2018 Annual General Meeting, the Company was authorised by shareholders to purchase up to
1,009,858 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.
14
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2019
SUBSTANTIAL SHAREHOLDERS
As at 19 June 2019, 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).
Name Shareholding Percentage
Stancroft Trust Limited 726,744 7.75
Octopus Investment Management 270,993 2.89
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year (2018: £Nil).
CHARITABLE DONATIONS
Charitable donations during the year amounted to £3,401 (2018: £3,699).
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
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.
15
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2019
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 Audit Services, will be proposed for re-appointment at the forthcoming
Annual General Meeting.
ON BEHALF OF THE BOARD
....................................................
W S Hindmarch
Director
19 June 2019
16
BEST OF THE BEST PLC
Report of the Independent Auditor
For The Year Ended 30 April 2019
Opinion
We have audited the financial statements of Best of the Best PLC (the ‘Parent Company’) and its subsidiary
(the ‘Group’) for the year ended 30 April 2019 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 Parent Company’s affairs as at 30 April
2019 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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Parent 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.
17
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2019
Matter
How we addressed the matter in our audit
The revenue cycle includes fraudulent
transactions
Under ISA (UK) 240, there is a presumed
risk that revenue may be misstated due to
improper
recognition.
revenue
Furthermore, as explained in Note 2.1 to
the financial statements, the Company and
Group have adopted IFRS 15 Revenue
from Contracts with Customers during the
financial year under review. Under IFRS
15, revenue from contracts with customers
is recognised once the relevant contractual
terms
the performance
to
obligations have been achieved and other
recognition criteria have been met.
We identified a risk that revenue may be
misstated, either through inappropriate
revenue recognition or
the
incorrect application of IFRS 15.
through
relating
Management override of controls
Under ISA (UK) 240, there is a risk of
fraud due to management override of
internal controls to manipulate financial
reporting present in all entities.
We also
identified specific account
balances and transactions during our
planning which are calculated by reference
and
to management’s
estimates and which we
therefore
concluded require specific consideration.
judgements
We substantively tested a sample of entries to the revenue
accounts to ensure that improper entries are not being
recorded in those revenue accounts. Our testing of
revenues also included performing cut-off procedures to
ensure that revenue is recognised in the correct
accounting period.
We evaluated management’s approach to addressing the
adoption of IFRS 15 as well as their assessment that
adoption of the Standard had not resulted in a change to
how and when the Company and Group accounts for
revenues compared to the previous applicable Standard,
IAS 18 Revenue.
Based on these procedures, we concluded that no
improper entries had been made to the revenue accounts.
We also concluded that the Company and Group had
correctly adopted and applied IFRS 15 in all material
respects.
We reviewed those parts of the financial statements which
may be more susceptible to management override of
internal controls. In particular, where we identified
account balances and transactions which required a
significant degree of management judgement and
estimation, we reviewed those balances and transactions
to understand if the judgements and estimates made by
management appeared reasonable. These account
balances and transactions included the calculation of the
onerous lease provision and presentation and disclosure
of exceptional items.
Based on our review, we concluded that no management
override of internal controls had taken place.
We also concluded that the judgements and estimates
made by management when preparing the financial
statements appear reasonable and free from bias.
18
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2019
Matter
The Company completed a Tender
Offer and subsequent share re-purchase
during the year and subsequently
cancelled the shares.
How we addressed the matter in our audit
subsequent
We identified a risk that the accounting
entries associated with the Tender Offer
and subsequent share re-purchase may not
be correct. Furthermore, the Tender Offer
and
re-purchase
substantially depleted the Company’s
distributable reserves and we identified a
risk that the Company and Group may be
operating with limited working capital
headroom.
share
We reviewed the accounting entries made to ensure that
the Tender Offer and subsequent share re-purchase and
cancellation is correctly presented and disclosed in the
financial statements.
We also reviewed management’s latest forecasts to
understand if the Company and Group had adequate
financial resources to meet their ongoing working capital
requirements.
We concluded that the management assessment that the
Company and Group have sufficient working capital to
meet their financial obligations as they fall due appears
reasonable.
Our application of materiality
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
Financial statements as a whole
Group
£96,000 (2018: £87,500), which was calculated by
reference to the Company’s profit before tax. Exceptional
income and exceptional expense items were excluded
from the calculation.
Performance materiality used to drive the
extent of our testing
50% of financial statement materiality
Specific materiality
Communication of misstatements to the
Audit Committee
We determined a lower level of materiality for certain
specific areas, such as directors’ remuneration and related
party transactions.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
£4,800 (2018: £4,375).
Parent Company: The net result and financial position of the subsidiary undertaking is immaterial to the
Group financial statements. The materiality threshold calculated for the Parent Company has therefore also
been applied to the Group.
19
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2019
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 Parent Company’s and the Group’s
financial statements was undertaken by the Group engagement team. The Parent 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent 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 Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
– the Parent 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.
20
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2019
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 15, 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 Parent
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 Parent 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 Parent 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 Parent
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 Parent Company and the Parent 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 Audit Services
Statutory Auditor
2nd Floor, Regis House
45 King William Street
London EC4R 9AN
19 June 2019
21
BEST OF THE BEST PLC
Consolidated Statement of Comprehensive Income
For The Year Ended 30 April 2019
2019 2018
Notes £ £
CONTINUING OPERATIONS
Revenue 14,806,972 12,947,716
Cost of sales (6,541,790) (5,504,906)
–––––––––– ––––––––––
GROSS PROFIT 8,265,182 7,442,810
Administrative expenses (6,157,945) (5,843,662)
–––––––––– ––––––––––
OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS 2,107,237 1,599,148
Exceptional income 6 4,597,926 –
Exceptional expense 6 (2,023,500) –
–––––––––– ––––––––––
OPERATING PROFIT 4,681,663 1,599,148
Finance income 8 17,902 947
–––––––––– ––––––––––
PROFIT BEFORE INCOME TAX 9 4,699,565 1,600,095
Income tax 10 (858,411) (253,077)
–––––––––– ––––––––––
PROFIT FOR THE YEAR 3,841,154 1,347,018
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Exchange differences on translating foreign operations (55) 1,578
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX (55) 1,578
–––––––––– ––––––––––
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 3,841,099 1,348,596
–––––––––– ––––––––––
Profit attributable to:
Owners of the parent 3,841,154 1,347,018
–––––––––– ––––––––––
Total comprehensive income attributable to:
Owners of the parent 3,841,099 1,348,596
–––––––––– ––––––––––
Earnings per share expressed in pence per share
Basic from continuing operations 12 38.54 13.32
Diluted from continuing operations 12 38.52 13.29
Adjusted basic from continuing operations 12 17.62 13.32
Adjusted diluted from continuing operations 12 17.61 13.29
–––––––––– ––––––––––
The notes form part of these financial statements
22
BEST OF THE BEST PLC
Consolidated Statement of Financial Position
As at 30 April 2019
2019 2018
Notes £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 14 9,200 127,316
Property, plant and equipment 15 1,117,368 1,144,830
Investments 16 – –
Deferred tax 21 12,578 40,445
–––––––––– ––––––––––
1,139,146 1,312,591
CURRENT ASSETS
Trade and other receivables 17 159,756 150,123
Cash and cash equivalents 18 2,544,636 2,322,073
–––––––––– ––––––––––
2,704,392 2,472,196
–––––––––– ––––––––––
TOTAL ASSETS 3,843,538 3,784,787
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 19 468,860 504,926
Share premium 199,324 199,324
Capital redemption reserve 236,517 200,451
Foreign exchange reserve 26,372 26,427
Retained earnings 351,641 614,838
–––––––––– ––––––––––
TOTAL EQUITY 1,282,714 1,545,966
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 20 1,792,894 1,929,039
Tax payable 407,930 103,232
Provision 22 360,000 206,550
–––––––––– ––––––––––
TOTAL LIABILITIES 2,560,824 2,238,821
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 3,843,538 3,784,787
–––––––––– ––––––––––
The financial statements were approved by the Board of Directors on 19 June 2019 and were signed on its
behalf by:
W S Hindmarch
Director
The notes form part of these financial statements
23
BEST OF THE BEST PLC
Company Statement of Financial Position
As at 30 April 2019
2019 2018
Notes £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 14 9,200 127,316
Property, plant and equipment 15 1,117,368 1,144,830
Investments 16 – –
Deferred tax 21 12,578 40,445
–––––––––– ––––––––––
1,139,146 1,312,591
CURRENT ASSETS
Trade and other receivables 17 159,756 149,733
Cash and cash equivalents 18 2,544,311 2,315,988
–––––––––– ––––––––––
2,704,067 2,465,721
–––––––––– ––––––––––
TOTAL ASSETS 3,843,213 3,778,312
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 19 468,860 504,926
Share premium 199,324 199,324
Capital redemption reserve 236,517 200,451
Retained earnings 372,240 635,682
–––––––––– ––––––––––
TOTAL EQUITY 1,276,941 1,540,383
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 20 1,798,342 1,927,439
Tax payable 407,930 103,940
Provision 22 360,000 206,550
–––––––––– ––––––––––
TOTAL LIABILITIES 2,566,272 2,237,929
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 3,843,213 3,778,312
–––––––––– ––––––––––
The profit attributable to shareholders dealt with in the financial statements of the Company was £3,840,909
(2018: £1,488,635).
The financial statements were approved by the Board of Directors on 19 June 2019 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
Consolidated Statement of Changes in Equity
For The Year Ended 30 April 2019
Called up Capital
share Share redemption
capital premium reserve
£ £ £
Balance at 1 May 2017 506,226 179,074 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 1,500 20,250 –
Dividends paid – – –
Share re-purchase (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
––––––––– ––––––––– –––––––––
Dividends paid – – –
Share re-purchase (36,066) – 36,066
––––––––– ––––––––– –––––––––
Transactions with owners (36,066) – 36,066
––––––––– ––––––––– –––––––––
Profit for the year – – –
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2019 468,860 199,324 236,517
––––––––– ––––––––– –––––––––
The notes form part of these financial statements
25
BEST OF THE BEST PLC
Consolidated Statement of Changes in Equity (continued)
For The Year Ended 30 April 2019
Foreign
exchange Retained
reserve earnings Total
£ £ £
Balance at 1 May 2017 24,849 962,108 1,869,908
––––––––– ––––––––– –––––––––
Issue of share capital – – 21,750
Dividends paid – (1,557,535) (1,557,535)
Share re-purchase – (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
––––––––– ––––––––– –––––––––
Dividends paid – (605,915) (605,915)
Share re-purchase – (3,498,436) (3,498,436)
––––––––– ––––––––– –––––––––
Transactions with owners – (4,104,351) (4,104,351)
––––––––– ––––––––– –––––––––
Profit for the year – 3,841,154 3,841,154
Other comprehensive income
Exchange differences arising on translating
foreign operations (55) – (55)
––––––––– ––––––––– –––––––––
Total comprehensive income (55) 3,841,154 3,841,099
––––––––– ––––––––– –––––––––
Balance at 30 April 2019 26,372 351,641 1,282,714
––––––––– ––––––––– –––––––––
The notes form part of these financial statements
26
BEST OF THE BEST PLC
Company Statement of Changes in Equity
For The Year Ended 30 April 2019
Called up Capital
share Share redemption
capital premium reserve
£ £ £
Balance at 1 May 2017 506,226 179,074 197,651
––––––––– ––––––––– –––––––––
Issue of share capital 1,500 20,250 –
Dividends paid – – –
Share re-purchase (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
––––––––– ––––––––– –––––––––
Dividends paid – – –
Share re-purchase (36,066) – 36,066
––––––––– ––––––––– –––––––––
Transactions with owners (36,066) – 36,066
––––––––– ––––––––– –––––––––
Profit for the year – – –
––––––––– ––––––––– –––––––––
Total comprehensive income – – –
––––––––– ––––––––– –––––––––
Balance at 30 April 2019 468,860 199,324 236,517
––––––––– ––––––––– –––––––––
Retained
earnings Total
£ £
Balance at 1 May 2017 841,335 1,724,286
––––––––– –––––––––
Issue of share capital – 21,750
Dividends paid (1,557,535) (1,557,535)
Share re-purchase (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
––––––––– –––––––––
Dividends paid (605,915) (605,915)
Share re-purchase (3,498,436) (3,498,436)
––––––––– –––––––––
Transactions with owners (4,104,351) (4,104,351)
––––––––– –––––––––
Profit for the year 3,840,909 3,840,909
––––––––– –––––––––
Total comprehensive income 3,840,909 3,840,909
––––––––– –––––––––
Balance at 30 April 2019 372,240 1,276,941
––––––––– –––––––––
The notes form part of these financial statements
27
BEST OF THE BEST PLC
Consolidated Statement of Cash Flows
For The Year Ended 30 April 2019
2019 2018
Notes £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 28 4,763,838 2,236,879
Tax paid (525,846) (428,901)
–––––––––– ––––––––––
Net cash from operating activities 4,237,992 1,807,978
–––––––––– ––––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets (9,200) (38,250)
Purchase of property, plant and equipment (128,550) (14,137)
Sales of property, plant and equipment 208,770 131,917
Interest received 17,902 947
–––––––––– ––––––––––
Net cash from investing activities 88,922 80,477
–––––––––– ––––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issue – 21,750
Share re-purchase (3,498,436) (136,753)
Equity dividends paid (605,915) (1,557,535)
–––––––––– ––––––––––
Net cash from financing activities (4,104,351) (1,672,538)
–––––––––– ––––––––––
Increase in cash and cash equivalents 222,563 215,917
–––––––––– ––––––––––
Cash and cash equivalents at beginning of year 2,322,073 2,106,156
–––––––––– ––––––––––
Cash and cash equivalents at end of year 18 2,544,636 2,322,073
–––––––––– ––––––––––
The notes form part of these financial statements
28
BEST OF THE BEST PLC
Company Statement of Cash Flows
For The Year Ended 30 April 2019
2019 2018
Notes £ £
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 28 4,770,306 2,262,980
Tax paid (526,554) (431,839)
–––––––––– ––––––––––
Net cash from operating activities 4,243,752 1,831,141
–––––––––– ––––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets (9,200) (38,250)
Purchase of property, plant and equipment (128,550) (14,137)
Sales of property, plant and equipment 208,770 131,917
Interest received 17,902 947
–––––––––– ––––––––––
Net cash from investing activities 88,922 80,477
–––––––––– ––––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issue – 21,750
Share re-purchase (3,498,436) (136,753)
Equity dividends paid (605,915) (1,557,535)
–––––––––– ––––––––––
Net cash from financing activities (4,104,351) (1,672,538)
–––––––––– ––––––––––
Increase in cash and cash equivalents 228,323 239,080
–––––––––– ––––––––––
Cash and cash equivalents at beginning of year 2,315,988 2,076,908
–––––––––– ––––––––––
Cash and cash equivalents at end of year 18 2,544,311 2,315,988
–––––––––– ––––––––––
The notes form part of these financial statements
29
BEST OF THE BEST PLC
Notes to the Financial Statements
For The Year Ended 30 April 2019
1. GENERAL INFORMATION
The principal activity of the Company and the Group is to operate weekly competitions to win luxury
cars and other prizes online.
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 estimates. 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, Amendments and Interpretations
which are effective for annual periods commencing on or after 1 May 2018. The Company and Group
have not early adopted any other Standards, Amendments or Interpretations that have been issued but
are not yet effective.
IFRS 2 Share Based Payments
Amendments to IFRS 2 clarify the classification and measurement of share-based payment transactions.
The Amendments apply to certain types of share-based payment transactions, including those which are
cash-settled and those with net settlement features and also apply where an entity has to account for
modifications of share-based payment transactions from cash-settled to equity-settled. The Company
and Group have not entered into any of these types of share-based payment transactions during the
current or prior year and the Amendments have therefore not affected the Company or Group.
IFRS 9 Financial Instruments
Amendments to IFRS 9 address the classification, measurement, impairment and de-recognition of
financial assets and financial liabilities together with a new hedge accounting model.
The Amendments have not resulted in any classification, measurement, impairment or de-recognition
changes to the Company’s or Group’s financial assets and liabilities. In particular, the Company’s and
Group’s financial assets comprise of trade and other receivables and cash and short-term deposits.
These financial assets continue to be classified and measured at amortised cost. The Company’s and
Group’s principal financial liabilities include trade and other payables. These financial liabilities
continue to be classified and measured at amortised cost.
30
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.1 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS (CONTINUED)
The Company and Group applies the simplified approach to providing for expected credit losses in
accordance with applicable guidance for non-banking entities. Under the simplified approach, the
Company and Group are required to measure lifetime expected credit losses for all trade receivables.
IFRS 15 Revenue from Contracts with Customers
The Standard is effective for periods beginning on or after 1 January 2018 and 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 and when control of goods and
services has transferred to the customer, with revenue recognised at the value the Company and Group
expects to be entitled to receive.
The Company and Group have adopted IFRS 15 for the first time in the year ended 30 April 2019,
although the revenue recognition policy remains unchanged from that previously disclosed in the
2018 financial statements and adopting IFRS 15 has not resulted in a change of timing of revenue
recognition for the Company or Group, which continues to be recognised on the date that the result
of an individual competition is determined.
Adoption of IFRS 15 has not resulted in any changes to the Company’s and Group’s results as
previously reported.
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.
Adoption of the IFRIC has not resulted in any change in the accounting for receipts or payments of
advance consideration in a foreign currency.
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.
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.
IFRS 16 Leases
The Standard will replace IAS 17 Leases and will eliminate the classification of leases as either
operating leases or finance leases and, instead, introduce a single lessee accounting model. The
Standard provides a single lessee accounting model, specifying how leases are recognised, measured,
presented and disclosed. The Directors are currently evaluating the financial and operational impact
of this Standard. This review will require an assessment of all leases and the impact of adopting this
Standard cannot be reliably estimated until this work is substantially complete. The Standard is
effective for accounting periods commencing on or after 1 January 2019.
31
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.1 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS (CONTINUED)
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.
The Directors do not expect that the adoption of the Standards, Amendments and Interpretations 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 those
of the Group. All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.
2.3 REVENUE RECOGNITION
The Company and Group operate weekly competitions to win luxury cars and other prizes online.
Revenue represents the value of tickets sold in respect of these competitions and is 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, being the point when
all performance obligations have been fulfilled.
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 EXCEPTIONAL ITEMS
Exceptional items are those items the Company and Group consider to be non-recurring or material
in nature that may distort an understanding of financial performance or impair comparability.
2.6 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.
32
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.7 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.
2.8 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.
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.
2.9 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.
2.10 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.
33
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.11 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.
2.12 IMPAIRMENT
The carrying amounts of the Company’s and 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.
34
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.13 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.
2.14 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.
2.15 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
35
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.15 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
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.
2.16 INVESTMENTS
Investments in subsidiaries are recorded at cost less any provision for permanent diminution in value.
2.17 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.
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.
2.18 PROVISIONS
Provisions are liabilities where the exact timing or amount of the obligation is uncertain. 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.
Where the time value of money is material, provisions are discounted to current values using
appropriate rates of interest. The unwinding of the discounts is recorded in net finance income or
expense.
2.19 FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the Company’s and Group’s statement of financial
position when the Company and Group become 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.
Trade and other receivables
Trade and other 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.
36
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.19 FINANCIAL INSTRUMENTS (CONTINUED)
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 becomes 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.
2.20 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;
• 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 expenditure 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.
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.
37
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
4. CRITICAL JUDGEMENTS AND ACCOUNTING ESTIMATES (CONTINUED)
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.
5. SEGMENTAL REPORTING
For management purposes, the Company and Group are considered to have one single business
segment, being the operation of weekly competitions to win luxury cars and other prizes. The Group
comprises Best of the Best PLC and its subsidiary company BOTB Ireland Limited. BOTB Ireland
Limited generated no sales during the current year and it holds few assets and is expected to have very
little trading activity going forward. The two companies do not transact with each other. Further
segment information is therefore not presented in these financial statements.
Sales from UK activities totalled £12,098,896 (2018: £10,386,359) whilst sales from non-UK
activities totalled £2,708,076 (2018: £2,561,357).
6. EXCEPTIONAL INCOME AND EXPENSE
On 19 May 2018, the Company received a retrospective VAT refund from H M Revenue and Customs
(“HMRC”) on its “Spot the Ball” game of £4,494,697 for the period from 1 March 2009 to 30 June
2017. Accordingly, this sum, as well as an associated interest receipt, has been recognised as
exceptional income in the financial year. On 20 December 2018, the Company settled an agreed
assessment issued by HMRC for retrospective taxation, making a payment of £1,758,875.
Accordingly, this sum has been recognised as an exceptional expense in the financial year, together
with associated legal and professional costs of £264,625 incurred in connection with these claims.
7. EMPLOYEES AND DIRECTORS
Group Company
2019 2018 2019 2018
£ £ £ £
Wages and salaries 1,772,484 2,420,722 1,772,484 2,308,814
Social security costs 218,326 265,978 218,326 254,367
Other pension costs 62,892 64,520 62,892 64,520
–––––––– –––––––– –––––––– ––––––––
2,053,702 2,751,220 2,053,702 2,627,701
–––––––– –––––––– –––––––– ––––––––
The average monthly number of employees during the year, including the Directors, was as follows:
Group Company
2019 2018 2019 2018
Number Number Number Number
Sales 10 37 10 32
Administration 16 18 16 18
Management 3 2 3 2
–––––––– –––––––– –––––––– ––––––––
29 57 29 52
–––––––– –––––––– –––––––– ––––––––
38
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
7. EMPLOYEES AND DIRECTORS (CONTINUED)
2019 2018
£ £
Directors’ remuneration 528,717 487,634
––––––––– –––––––––
The number of Directors to whom retirement benefits were accruing was as follows:
2019 2018
Number Number
Money purchase schemes 2 2
––––––––– –––––––––
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 as this is as set
out on page 12 of the Report of the Remuneration Committee.
Information regarding the highest paid Director is as follows:
2019 2018
£ £
Emoluments 250,967 228,590
––––––––– –––––––––
8. FINANCE INCOME
2019 2018
£ £
Finance income:
Deposit account interest 17,902 947
––––––––– –––––––––
9. PROFIT BEFORE INCOME TAX
The profit before income tax is stated after charging/(crediting):
2019 2018
£ £
Depreciation and impairment of property, plant and equipment 80,174 126,036
Amortisation of intangible assets 127,316 89,067
Profit on disposal of property, plant and equipment (132,932) (31,658)
Operating lease expense – buildings 200,808 676,234
Operating lease expense – other 17,635 10,629
Foreign exchange losses/(gains) – 6,813
Auditor’s remuneration
– Audit fees 33,500 34,025
– Taxation services 2,631 6,750
– Other 22,500 13,000
––––––––– –––––––––
39
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
10. INCOME TAX
Analysis of tax expense
2019 2018
£ £
Current tax:
Current year charge 830,544 256,558
––––––––– –––––––––
Total current tax 830,544 256,558
––––––––– –––––––––
Deferred tax
Origination and reversal of temporary timing differences 27,867 (3,481)
––––––––– –––––––––
Total deferred tax 27,867 (3,481)
––––––––– –––––––––
––––––––– –––––––––
Total tax charge for the year 858,411 253,077
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:
2019 2018
£ £
Profit on ordinary activities before income tax 4,699,565 1,600,095
––––––––– –––––––––
Profit on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 19% (2018: 19%) 892,917 304,018
Effects of:
Depreciation in excess of capital allowances 38,222 7,632
Other timing differences 1,074 (3,247)
Non-deductible expenses 5,018 12,574
Research and development enhanced deduction (78,820) (67,900)
––––––––– –––––––––
Tax expense 858,411 253,077
––––––––– –––––––––
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.
11. PROFIT OF THE PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of the Parent
Company is not presented as part of these financial statements. The Parent Company’s profit for the
financial year was £3,840,909 (2018: £1,488,635).
40
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
12. 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.
Adjusted earnings per share is calculated by dividing the earnings attributable to the ordinary
shareholders, before exceptional income and exceptional expense and associated corporation tax, by
the weighted average number of ordinary shares outstanding during the year.
Diluted and adjusted 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.
2019 2018
Profit for the year and basic and diluted earnings attributable
to the owners of the parent – £ 3,841,154 1,347,018
––––––––– –––––––––
Adjusted profit for the year and basic and diluted
earnings attributable to the owners of the parent – £ 1,755,869 1,347,018
––––––––– –––––––––
Weighted average number of ordinary shares – number 9,965,495 10,112,997
Basic earnings per share – pence 38.54p 13.32p
Adjusted basic earnings per share – pence 17.62p 13.32p
––––––––– –––––––––
Adjusted weighted average number of ordinary shares – number 9,971,206 10,137,887
Diluted earnings per share – pence 38.52p 13.29p
Adjusted diluted earnings per share – pence 17.61p 13.29p
––––––––– –––––––––
13. DIVIDENDS
The Company paid a final dividend of 1.5 pence per share on 21 September 2018, as recommended
in the financial statements to 30 April 2018. Furthermore, a Special Dividend of 4.5 pence per share
was paid on 20 July 2018 to shareholders on the register at the close of business on 6 July 2018.
The Board is recommending a final dividend of 2.0 pence per share (2018: 1.5 pence per share) for
the full year ending 30 April 2019 subject to shareholder approval at the Annual General Meeting on
11 September 2019. The final dividend will be paid on 27 September 2019 to shareholders on the
register on 13 September 2019.
41
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
14. INTANGIBLE ASSETS – GROUP AND COMPANY
Development
costs
£
COST
At 1 May 2018 305,450
Additions 9,200
–––––––––
At 30 April 2019 314,650
–––––––––
AMORTISATION
At 1 May 2018 178,134
Charge for year 127,316
–––––––––
At 30 April 2019 305,450
–––––––––
NET BOOK VALUE
2019 9,200
–––––––––
2018 127,316
–––––––––
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 2019
15. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY
Long Improvements Display Fixtures
leasehold to property equipment and fittings
£ £ £ £
COST
At 1 May 2018 954,034 25,950 473,591 170,219
Additions – – – 2,110
Disposals – – (370,927) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2019 954,034 25,950 102,664 172,329
–––––––– –––––––– –––––––– ––––––––
DEPRECIATION AND
IMPAIRMENT
At 1 May 2018 6,998 2,078 342,970 160,717
Charge for the year 3,500 1,090 31,106 11,612
Eliminated on disposals – – (297,183) –
–––––––– –––––––– –––––––– ––––––––
At 30 April 2019 10,498 3,168 76,893 172,329
NET BOOK VALUE
2019 943,536 22,782 25,771 –
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– ––––––––
2018 947,036 23,872 130,621 9,502
Motor Computer
vehicles equipment Total
£ £ £
COST
At 1 May 2018 58,275 115,137 1,797,206
Additions 112,582 13,858 128,550
Disposals (15,486) – (386,413)
–––––––– –––––––– ––––––––
At 30 April 2019 155,371 128,995 1,539,343
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2018 35,078 104,535 652,376
Charge for the year 21,085 11,781 80,174
Eliminated on disposals (13,392) – (310,575)
–––––––– –––––––– ––––––––
At 30 April 2019 42,771 116,316 421,975
NET BOOK VALUE
2019 112,600 12,679 1,117,368
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
–––––––– –––––––– ––––––––
2018 23,197 10,602 1,144,830
43
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
15. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY (CONTINUED)
Long Improvements Display Fixtures and
leasehold to 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
44
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
16. INVESTMENTS
Group
Unlisted
investments
£
COST
At 1 May 2018 and 30 April 2019 70,000
–––––––––
IMPAIRMENT
At 1 May 2018 and 30 April 2019 70,000
–––––––––
NET BOOK VALUE
At 1 May 2018 and 30 April 2019 –
–––––––––
Unlisted investments relate to the cost of acquiring options in another company.
Company
Shares in
group Unlisted
undertakings investments Total
£ £ £
COST
At 1 May 2018 and 30 April 2019 85 70,000 70,085
IMPAIRMENT
At 1 May 2018 and 30 April 2019 85 70,000 70,085
––––––––– ––––––––– –––––––––
––––––––– ––––––––– –––––––––
––––––––– ––––––––– –––––––––
NET BOOK VALUE
At 1 May 2018 and 30 April 2019 – – –
Shares in Group undertakings comprise of the following subsidiary company:
Name of company Nature of business % holding Country of incorporation
BOTB Ireland Limited Competition operator 100 Republic of Ireland
17. TRADE AND OTHER RECEIVABLES – GROUP AND COMPANY
2019 2018 2019 2018
£ £ £ £
Group
Company
Trade receivables 765 10,961 765 10,961
Other receivables 32,560 56,290 32,560 56,290
Prepayments and accrued income 126,431 82,872 126,431 82,482
––––––––– ––––––––– ––––––––– –––––––––
159,756 150,123 159,756 149,733
––––––––– ––––––––– ––––––––– –––––––––
The fair value of trade and other receivables approximates to their carrying values.
45
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
18. CASH AND CASH EQUIVALENTS – GROUP AND COMPANY
Group
Company
2019 2018 2019 2018
£ £ £ £
Cash in hand 2,543,094 3,783 2,542,770 3,783
Bank accounts 1,542 2,318,290 1,541 2,312,205
––––––––– ––––––––– ––––––––– –––––––––
2,544,636 2,322,073 2,544,311 2,315,988
––––––––– ––––––––– ––––––––– –––––––––
19. CALLED UP SHARE CAPITAL – COMPANY
Allotted, issued and fully paid
2019 2018 2019 2018
Ordinary shares of 5 pence each Number Number £ £
At the start of the year 10,098,580 10,124,580 504,926 506,226
Shares allotted during the year – 30,000 – 1,500
Purchased for cancellation in the year (721,327) (56,000) (36,066) (2,800)
––––––––– ––––––––– ––––––––– –––––––––
At the end of the year 9,377,253 10,098,580 468,860 504,926
––––––––– ––––––––– ––––––––– –––––––––
On 15 February 2019, subject to a circular dated 30 January 2019, shareholders approved a proposed
tender offer by finnCap Ltd to purchase Ordinary shares in the Company up to approximately 7.1%
of the issued share capital at a price of 485 pence per share. Further to a repurchase agreement
between the Company and finnCap Ltd, the Company exercised the call option, repurchased and
subsequently cancelled, 721,327 Ordinary Shares at a price of 485 pence per share.
No shares were allotted during the year. In the prior year, 30,000 Ordinary shares of £0.05 per share
were allotted as fully paid at a premium of £0.675 per share. Furthermore, in the prior year 56,000
Ordinary shares of £0.05 per share were purchased by the Company and subsequently cancelled.
Where shares have been repurchased and 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
£4.85 (2018: 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.
20. TRADE AND OTHER PAYABLES – GROUP AND COMPANY
Group
Company
2019 2018 2019 2018
£ £ £ £
Trade creditors 343,186 388,063 343,186 387,396
Amounts owed to group undertakings – – 5,448 –
Social security and other taxes 392,533 463,946 392,533 463,946
Other creditors 978,262 1,076,798 978,262 1,075,865
Contract liability balances 73,030 – 73,030 –
Pension creditor 5,883 232 5,883 232
––––––––– ––––––––– ––––––––– –––––––––
1,792,894 1,929,039 1,798,342 1,927,439
––––––––– ––––––––– ––––––––– –––––––––
46
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
21. DEFERRED TAX – GROUP AND COMPANY
2019 2018 2019 2018
£ £ £ £
Group
Company
Asset at 1 May 40,445 36,964 40,445 36,964
Movement in the year (27,867) 3,481 (27,867) 3,481
––––––––– ––––––––– ––––––––– –––––––––
Asset at 30 April 12,578 40,445 12,578 40,445
––––––––– ––––––––– ––––––––– –––––––––
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.
22. PROVISIONS – GROUP AND COMPANY
2019 2018 2019 2018
£ £ £ £
Group
Company
At 1 May 206,550 129,816 206,550 129,816
Utilised during the year (151,050) (129,816) (151,050) (129,816)
Additions 304,500 206,550 304,500 206,550
––––––––– ––––––––– ––––––––– –––––––––
Asset at 30 April 360,000 206,550 360,000 206,550
––––––––– ––––––––– ––––––––– –––––––––
The Directors have assessed that its retail site lease is onerous and a provision has been recognised in
respect of future rental payments.
23. 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 2018 Granted Exercised Forfeited 2019 Expiry date price
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:
2019 2019 2018 2018
Number WAEP Number WAEP
Outstanding at the beginning of year 45,000 225.00 30,000 72.50
Granted during the year – – 45,000 225.00
Exercised during the year – – (30,000) (72.50)
Lapsed during the year – – – –
––––––––– ––––––––– ––––––––– –––––––––
Outstanding at the end of the year 45,000 225.00 45,000 225.00
––––––––– ––––––––– ––––––––– –––––––––
Exercisable at the end of the year – – – –
––––––––– ––––––––– ––––––––– –––––––––
47
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
23. SHARE BASED PAYMENT – GROUP AND COMPANY (CONTINUED)
The weighted average remaining contractual life of share options outstanding as at 30 April 2019 was
8 years and 8 month (2018: 9 years and 8 months).
No amount has been recognised in these financial statements in respect of share option charges as the
amount would be insignificant (2018: £Nil).
24. LEASE COMMITMENTS – GROUP AND COMPANY
Future minimum rentals payable under operating leases at 30 April 2019 were as follows:
Buildings
Other
2019 2018 2019 2018
£ £ £ £
Due within one year 124,125 223,050 4,437 6,762
Due between one and two years 226,050 368,000 – –
––––––––– ––––––––– ––––––––– –––––––––
350,175 591,050 4,437 6,762
––––––––– ––––––––– ––––––––– –––––––––
25. 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.
2019 2018
£ £
Financial assets classified as loans and receivables – carrying
amounts:
Trade receivables 765 10,961
Other receivables 32,560 56,290
Cash and cash equivalents 2,544,636 2,322,073
––––––––– –––––––––
2,577,961 2,389,324
––––––––– –––––––––
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.
48
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2019
25. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS – GROUP AND
COMPANY (CONTINUED)
The Group’s financial liabilities have contractual maturities as follows:
£ £ £ £
Up to After Up to After
1 year 1 year 1 year 1 year
2019
2018
Financial liabilities measured at
amortised cost – carrying amounts
Trade and other payables 1,719,864 – 1,929,039 –
––––––––– ––––––––– ––––––––– –––––––––
1,719,864 – 1,929,039 –
––––––––– ––––––––– ––––––––– –––––––––
26. 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 2019, payments were made to him totaling £12,000 (2018: £12,000)
in respect of consultancy services provided. The total amount due to M W Hindmarch at 30 April 2019
was £1,000 (2018: £1,000).
27. 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.
28. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
Group
Company
2019 2018 2019 2018
£ £ £ £
Profit before income tax 4,699,565 1,600,095 4,699,320 1,741,712
Depreciation charges 80,174 126,036 80,174 126,036
Amortisation charges 127,316 89,067 127,316 89,067
Profit on disposal of property,
plant and equipment (132,932) (31,658) (132,932) (31,658)
Investment impairment charge – 70,000 – 70,085
Exchange differences (55) 1,578 – –
Finance income (17,902) (947) (17,902) (947)
––––––––– ––––––––– ––––––––– –––––––––
4,756,166 1,854,171 4,755,976 1,994,295
(Increase)/decrease in trade and
other receivables (9,633) 95,063 (10,023) 34,323
(Decrease)/increase in trade and
other payables (136,145) 210,911 (129,097) 157,628
Increase in provision 153,450 76,734 153,450 76,734
––––––––– ––––––––– ––––––––– –––––––––
Cash generated from operations 4,763,838 2,236,879 4,770,306 2,262,980
––––––––– ––––––––– ––––––––– –––––––––
49
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 Wednesday 11 September 2019
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
auditor for the year ended 30 April 2019.
2. To declare a final dividend of 2.0 pence per ordinary share for the year ended 30 April 2019.
3. To re-elect Mr Michael Hindmarch as a Director of the Company.
4. To re-elect Mr William Hindmarch as a Director of the Company.
5. To re-elect Mr Rupert Garton as a Director of the Company.
6. To re-appoint the auditor, Wilkins Kennedy Audit Services, as auditor of the Company until the
conclusion of the next Annual General Meeting.
7. To authorise the Audit Committee to set the auditor’s remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions of which resolution 8 will be proposed as an
ordinary resolution and resolutions 9 and 10 will be proposed as special resolutions:
8. 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 £156,287.55 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.
9. SPECIAL RESOLUTION
THAT, subject to the passing of resolution 8, 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 8 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:
50
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
(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
(b) the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an
aggregate nominal amount of £23,443.13 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.
10. 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 937,725 representing
10 per cent. of the Company’s issued ordinary share capital as at 19 June 2019;
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
19 June 2019
REGISTERED OFFICE:
2 Plato Place
72/74 St. Dionis Road
London SW6 4TU
51
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 9 September 2019 (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.
52
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 auditor for the financial year ended 30 April 2019.
RESOLUTION 2: DECLARATION OF DIVIDEND
Final dividends must be approved by shareholders but cannot exceed the amount recommended by the
Directors.
RESOLUTION 3 – 5: RE-APPOINTMENT OF DIRECTORS
Under the Company’s Articles of Association, Directors are obliged to retire and offer themselves up for
re election every three years. Biographical details of the Directors can be found on page 8.
RESOLUTION 6: RE-APPOINTMENT OF AUDITOR
The Company is required to appoint an auditor 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 Audit Services.
RESOLUTION 7: AUTHORITY TO SET THE AUDITOR’S REMUNERATION
In accordance with standard practice, this resolution gives authority to the Audit Committee to determine the
remuneration to be paid to the auditor.
RESOLUTION 8: 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 3,125,751 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 9 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 9: 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 £23,443.13, 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
53
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 10: 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 6 September 2018 and would be limited to 937,725 ordinary shares, representing
approximately 10 per cent. of the issued share capital at 19 June 2019. The Directors intend to seek renewal
of this power at each Annual General Meeting. As at 19 June 2019 there were options outstanding over
45,000, representing 0.48 per cent. of the Company’s issued share capital. If the authority given by this
resolution was to be fully used, this would represent 0.53 per cent. of the Company’s issued share capital.
54
sterling 172788
(cid:19)
(cid:19)
(cid:19)
(cid:19)
(cid:19) (cid:19)