WIN YOUR □REAM CAR
Annual Report & Accounts 2022
Annual Report and
Financial Statements
For The Year Ended 30 April 2022
for
BEST OF THE BEST PLC
BEST OF THE BEST PLC
Contents of the Financial Statements
For The Year Ended 30 April 2022
Page
Company Information 1
Group Strategic Report 2
Corporate Governance Report 9
Report of the Remuneration Committee 16
Report of the Directors 18
Report of the Independent Auditor 21
Consolidated Statement of Comprehensive Income 26
Consolidated Statement of Financial Position 27
Company Statement of Financial Position 28
Consolidated Statement of Changes in Equity 29
Company Statement of Changes in Equity 31
Consolidated Statement of Cash Flows 32
Company Statement of Cash Flows 33
Notes to the Financial Statements 34
Notice of Annual General Meeting 51
BEST OF THE BEST PLC
Company Information
For The Year Ended 30 April 2022
DIRECTORS: W S Hindmarch
R C E Garton
D S P Firth
B Hughes
D Burns
J Bucci
SECRETARY: Kerin Williams
REGISTERED OFFICE: 2 Plato Place
72/74 St Dionis Road
London
SW6 4TU
REGISTERED NUMBER: 03755182
AUDITOR: Azets Audit Services
Chartered Accountants and Statutory Auditor
2nd Floor, Regis House
45 King William Street
London
EC4R 9AN
BANKERS: Barclays Bank Plc
93 Baker Street
London
W1A 4SD
NOMINATED ADVISORS: finnCap
1 Bartholomew Close
London
EC1A 7BL
SOLICITORS: Fieldfisher LLP
Riverbank House
2 Swan Lane
London
EC4R 3TT
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BEST OF THE BEST PLC
Group Strategic Report
For The Year Ended 30 April 2022
CHIEF EXECUTIVE’S STATEMENT
We have been dedicated to understanding changing customer behaviour in a post-pandemic world, while
ensuring that we protect the efficiency and profitability of new player recruitment. Management has also
remained sharply focused on shaping the Company for revenues that are lower than during the successive
lockdowns in 2020-21, albeit which are still nearly double the levels experienced pre-pandemic, thus
delivering a profitable and cash generative set of numbers.
The Company has delivered consistently strong results over recent years and management has been adjusting
the various business levers at our disposal, to ensure that where revenues and customer acquisition are
settling and normalising post pandemic, the business continues to produce strong profits and cash generation.
Whilst this has not been without its challenges, with so many changing elements in the period under review,
we are pleased to have produced financial results slightly above expectations that we set out at the time of
our interim financial results in January 2022.
We are preparing the Company for a return to steady ongoing growth that, while not at the levels achieved
in FY2021, is significantly above the historic levels that we achieved ahead of the conversion of the business
from a bricks and mortar retail player to an online only operator. As we embark on the new financial year,
we remain confident that BOTB is underpinned by very solid financials, a large and loyal customer base, and
a proven business model. There will understandably be continued focus in the short term on both profit and
cash generation to support and strengthen our platform, as we then to look to further business development
opportunities and growth in due course.
Final Results
Revenue for the year ended 30 April 2022 was £34.68 million (2020: £17.79 million, 2021: £45.68 million)
and profit before tax was £5.14 million (2020: £4.21 million, 2021: £14.06 million). Earnings per share were
45.30p (2020: 37.51p, 2021: 122.52p).
BOTB remains highly cash generative and a total of £5.90 million of cash flow was generated from
operations during the period. Net assets at 30 April 2022 stood at £8.06 million (2020: £3.30 million, 2021:
£8.96 million), underpinned by cash balances of £10.82 million (2020: £5.2 million, 2021: £11.8 million)
and our 965-year leasehold office properties valued at £0.95 million. The Group is debt free.
Dividends
In line with its progressive dividend policy, the Board is recommending a final dividend of 6.0p per share
(2021: 5.0p, 2020: 3.0p) for the full year ended 30 April 2022 subject to shareholder approval at the Annual
General Meeting on 14 September 2022. The final dividend will be paid on 30 September 2022 to
shareholders on the register on 16 September 2022.
Strategy, competitions, pricing and partnerships
With a principally fixed cost operating model and high levels of operational gearing, the business is sensitive
to changes in revenue and the cost of prizes given away. In order to better shape the business for steady
ongoing growth we have recently trialled some changes to the product line-up, re-balancing the three
principal weekly competitions, to two enhanced ones.
Our principal competitions are now the Weekly Dream Car and Midweek Lifestyle Competitions, the latter
being the result of a recent trial combining our Midweek Car and Lifestyle competitions. Both competitions
offer the opportunity to win brand new cars, with the former operating via Spot the Ball and the latter via a
suitably skill-based question.
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2022
Our flagship Dream Car competition offers a choice of up to 200 models, combined with the ability to add
up to £50,000 in cash with your prize. Ticket prices start from just 90p, with our largest individual prizes
valued at up to £250,000. Alongside weekly themed ‘In the Headlights’ promotions we have been trialling
the addition of higher value prizes and cash sums, with total cash-included prizes available in excess of
£300,000. These have proven popular and have assisted average order values.
With an entry point ticket price costing 50p, the recently introduced Midweek Lifestyle Competition features
a more focussed selection of lower value cars, top-end motorbikes, luxury watches, holidays, top technology
and cash prizes. In combination with the Dream Car Competition, this gives players the opportunity to win
a car twice a week and also addresses the wider non-car market.
During FY2022 we ran multiple trials producing valuable data, including variable pricing structures, boosted
cash add-ons and bundled prizes. This data contributes to our weekly schedule of promotions and offers that
keep the competitions fresh, interesting and relevant to our customer base.
In an environment where inflationary pressures are well documented we have sought to protect our margins
not only through tight cost control, but also by passing on increased car manufacturer RRPs, in the form of
slightly increased ticket prices. With our low ticket prices, these increases often amount to only 5p – 10p and
customers have been understanding.
Whilst the COVID-19 restrictions in place at the beginning of the financial year significantly curtailed the
ability of our presenting team to surprise winners at home or at work, we are now pleased to be fully back
on the road filming our winners in person, which has been well received by our players and continues to
provide the very engaging content for which BOTB has become so well known. Covid has kept us away from
the Goodwood Festival of Speed for the past two years, but we are pleased to be back again this year with a
fantastic stand in front of a perfect audience, and where we will be able to engage with many customers, both
existing and new.
BOTB now has a customer base of over 1.8 million contactable players, which supports existing
competitions and which we believe can also provide us with new revenue opportunities. We have previously
identified the potential to introduce new products (other than competitions) to our customers, to leverage our
database by building revenues streams from third party advertisers and partners, and to seek additional
partnership and possibly white-label opportunities with e.g. football clubs, insurance companies and others.
We are pleased to have recently recruited a full time Partnerships Lead to spearhead this effort, and whilst it
is still early days, some interesting ideas and leads are starting to develop.
IT development
During the year, we completed a major project to transfer all BOTB’s CRM activities to the Emarsys
platform, which has allowed us to materially improve our approach and future-proof the technology we use.
In short, the new platform has increased efficiency and productivity on a daily basis, allowing quicker
construction of communications, more reliable rendering of emails across all clients and devices with a much
more detailed interface. It also gives us a single customer view, allowing consolidation of all of our CRM
and data into one platform.
We have also been able to retire numerous third-party CRM vendors, making meaningful cost savings.
Emarsys’ Web Channel has replaced Qubit which now allows us to personalise elements on-site at a
1:1 level, from pop-up ads and site-ribbons to bespoke creative and layouts. We have also retired Litmus, as
Emarsys’ email rendering and inbox preview tool is more robust, whilst the 3rd party Survey Tools have been
replaced by Emarsy’s own form and data capture capabilities.
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2022
Marketing and CRM
As previously reported, customer acquisition during the financial year has been less efficient than in prior
periods, both as a result of Apple’s iOS 14 release affecting audience targeting, alongside material increases
in CPMs particularly on Meta Group platforms. Despite this, we continue to see a positive ROI when
measuring cost per acquisition against the 24-month lifetime value of newly acquired players. We remain
focused on optimisation and investment in the most efficient and trackable digital channels, supported by
traditional media, to acquire new players and retain existing ones. At the same time, we have continued
testing new channels focused on raising brand awareness, allied with the appointment of an agency to
improve our SEO.
Alongside this, we have run regular promotions to drive traffic to the website from the significantly larger
customer base of players acquired during the pandemic, as well as interacting with them on our social media
pages, which continue to grow and now amount to 860,000 followers in total. Much of our CRM and
customer service is carried out via daily content updates on our social media accounts, mainly Facebook
(420,000 followers) and Instagram (312,000 followers).
As indicated above, our previous CRM platform was email only and everything else was manually
implemented via a host of third-party providers, but we are now able to use Emarsys to create customer
journeys and interaction points across multiple channels, all from one platform and dataset. Email, rich app
push, onsite experience, and retargeting are all now part of the multi-channel CRM journey. Emarsys also
has much improved test and optimisation functionality, making it an omnichannel solution that will benefit
the business as we continue to grow and leverage the entire technology suite available.
Board Changes
The Board continues to place significant importance on independent corporate governance and as a result
David Firth, an existing Independent Non-Executive Director, was appointed Independent Non-Executive
Chairman on 1 October 2021. In addition, and as separately announced the Company is pleased to announce
the appointment of Joanna (Jo) Bucci as a further Independent Non-Executive Director, who joined the
Board on 1 July 2022.
Jo is a commercially astute operator with proven success leading major business transformation and business
growth, with extensive experience in sport, gaming, lotteries and media. She was responsible for the UK
launch, growth and global brand development of the Peoples Postcode Lottery, the world’s second largest
privately funded organisation for good causes. In 2019, Jo was appointed General Manager of The Sun
Newspaper, where she was responsible for financial performance, as well as setting and implementing brand
strategies for long-term multi-platform growth. Further details are set out in the regulatory announcement
covering Jo Bucci’s appointment.
We are delighted that David has accepted the role of Independent Non-Executive Chairman and that Jo has
agreed to join the Board at this exciting time for BOTB. We are confident that their considerable experience
will significantly strengthen the Board and the business. Following the appointment of Jo, the Company will
have three Executive Directors and three Non-Executive Directors, two of which can be considered
independent.
Tender Offer
The Company announced on 16 June 2022 that it intended to return surplus cash to Shareholders by way of
a tender offer, pursuant to which finnCap Ltd, the Company’s broker, purchased, as principal, approximately
11.11 per cent. of the Company’s Ordinary Shares (1 Ordinary Share for every 9 held) at a price of 600 pence
per Ordinary Share. These Ordinary Shares were then purchased from finnCap by the Company pursuant to
a Repurchase Agreement.
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2022
The Company has been cash generative for a number of years and benefits from a strong balance sheet with
sufficient distributable cash reserves. Continued profitable trading in recent periods has led to surplus cash
on the balance sheet and the Board believes that the Company does not require this level of cash to fund its
growth plans in the short term. Following the capital distribution, the Company retains a robust balance
sheet, maintaining cash balances in excess of £2.0 million, which the Directors consider to be sufficient
working capital to fund its activities over the next 12-month period. As such, the Board deemed it appropriate
to return surplus cash to shareholders via the Tender Offer.
In determining the level of return of value, the Board took into consideration its aim of improving the
Company’s earnings per share, as well as targeting a more efficient capital structure through returning excess
balance sheet cash to Shareholders. The Tender Offer resulted in an amount of £6.275 million being paid to
Qualifying Shareholders.
Outlook
Emerging out of successive lockdowns and the pandemic era, we have been faced with a
very tough comparative financial period. Revenues are, however, running at nearly twice the levels
recorded pre-pandemic, when we exited our last physical retail site and completed our successful
transformation to a fully online business. We are confident that in the longer term the business is positioned
to exceed the traditional growth rates experienced when operations were focused on bricks and mortar retail.
During the period under review, the business traded slightly better than market expectations as updated in
January 2022 and, having exhibited the incredible benefits of operational gearing during the financial year
ended April 2021, the Board remains fully focused on re-harnessing this opportunity. We will continue to
maintain a sharp focus on costs, and prioritising only the most efficient marketing channels, acquiring new
customers profitably, through product development, by managing competition frequency and margins, and
by seeking additional revenue streams especially through partnerships.
We remain a profitable, cash generative business with no debt and a large and loyal customer base that
remains engaged. Whilst we recognise that the wider economic environment remains somewhat uncertain,
which is evident in our short-term outlook, we look to the medium and long term with confidence as we push
towards a return to steady growth. Trading for the new financial year has started in line with management
expectations and we look forward to updating shareholders in due course.
KEY PERFORMANCE INDICATORS
The Directors have monitored the performance of the Company with particular reference to the following
key performance indicators:
1. Sales compared to the prior year.
2. Marketing efficiency calculated using the 24-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 are that management has in place to mitigate the risk exposure and makes
recommendations to management accordingly.
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2022
Financial Risk Management
Credit risk
The exposure to credit risk is limited to the carrying amounts of financial assets. There is considered to be
little exposure to credit risk arising on receivables due to the low value of receivables held at the year-end.
The credit risk arising on cash balances is limited because the third parties are banks with high credit ratings
assigned by international credit rating agencies.
Liquidity risk
Sufficient cash balances are maintained to ensure that there are available funds for operations. Operations
are financed principally from equity and cash reserves
Non-financial Risk Management
Interruption to website and associated IT infrastructure
As the Company now operates wholly online, it is heavily reliant on the effective operation of its website
and associated IT infrastructure. Any interruption to the website or IT infrastructure would therefore have an
immediate and significant impact on the Company.
The Company 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 to ensure that data, including customers’ data,
is protected.
Management and key personnel
The success of the Company to a significant extent is dependent on the Executive Directors and other senior
managers. To mitigate the risk of losing such personnel, the Company endeavours to ensure that they are
fairly remunerated and well incentivised.
Regulatory change
The Company currently operates weekly skilled competitions, which are not regulated. This could be subject
to change in the future and the Company continues to seek appropriate legal advice to ensure they comply
with all relevant legislation and licensing.
S172 STATEMENT
Under Section 172(1) of the Companies Act 2006, a director of a company must act in the way he or she
considers, in good faith, would be most likely to promote the success of the company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to:
– the likely consequence of any decision in the long-term
– the interests of the company’s employees
– the need to foster the company’s business relationships with suppliers, customers and others
– the impact of the company’s operations on the community and the environment
– the desirability of the company maintaining a reputation for high standards of business conduct – the
need to act fairly as between members of the company.
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BEST OF THE BEST PLC
Group Strategic Report (continued)
For The Year Ended 30 April 2022
The following disclosure describes how the Directors have had regard to the matters set out in
Section 172(1)(a) to (f) and forms the Directors’ statement under section 414CZA of The Companies Act
2006.
The Directors consider, both individually and collectively, that we have acted in the way we consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its members as a whole
(having regard to the stakeholders and matters set out in section 172(1)(a-f) of the Companies Act 2006) in
the decisions taken during the year ended 30 April 2022. We set out below how we have considered these
matters in our decision making:
– The Long Term – The Board is always mindful of the long-term and the consequence of any decision
on this time frame. Our strategy has evolved since inception in 2000, when we leased physical sites
in locations such as airports and shopping centres, towards a sustainable online business model. This
has progressed through continual trials in previous years and consideration of the year-on-year
increases in costs at physical sites and hence the sustainability of a physical model in the long term,
whilst such costs continue to rise. This approach has yielded results and BOTB has built a substantial
and valuable database of players, which not only supports its existing competitions, but also offers
interesting opportunities for new products and partnerships.
– Employees – The commitment of our employees to our purpose and values is key to the Company’s
success. The Directors and senior management strive to provide an entrepreneurial culture for our
employees, whilst encouraging the ethical pursuit of opportunities to expand our product offerings.
We have a small workforce which enables us to foster a collaborative and encouraging work
environment. Executive Directors and staff all work together as a small team. For the benefit of staff
since COVID-19 restrictions were lifted, a hybrid format of working has been adopted with
employees predominantly returning to office-based working, alongside increased flexibility and some
working from home.
– Business Relationships – The Board is committed to fostering the Company’s business relationships.
The Company is a customer facing and customer focused organisation, seeking to deliver an excellent
experience to everyone we serve. We continuously engage with our customers in a multitude of ways
and actively seek independent third-party feedback to understand our customers’ needs and deliver an
excellent service. This feedback also informs our decisions on product development.
– High standards of business conduct – Responsibility for setting the values and standards of the
Company sits with the Board and the Board expects high standards of business conduct. We strive to
maintain the highest standards of integrity and transparency in the operation of our competitions and
whilst interacting with our customers.
– Community and Environment – We are mindful of the communities in which our customers live, as
well as external factors and events, such as COVID-19 that can impact these communities.
Considering such events and other challenges within our communities informs our charitable giving
and we support a range of charities. As an online business with a very small physical presence, our
impact on the environment is very limited. However, we encourage environmentally friendly office
practices, essential-only travel and the promotion of electric vehicles in our competitions.
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Group Strategic Report (continued)
For The Year Ended 30 April 2022
– Shareholders – We strive to obtain investor support of our strategic objectives and how we execute
them in order to create long-term value for our shareholders by generating sustainable results that
translate into dividends. The Chief Executive engages with investors, fund managers, the press and
other interested parties. Following the announcement of the interim and full year results, investor
roadshows are carried out and at the Annual General Meeting private investors are given the
opportunity to question the Board.
ON BEHALF OF THE BOARD
....................................................
William Hindmarch
Chief Executive
1 August 2022
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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. We continue to deem it appropriate to adopt the Quoted Companies Alliance Code (“QCA Code”).
We consider that the QCA Code is the most appropriate governance code for the Group to apply, being more
applicable for small and mid-sized companies than the UK Corporate Governance Code which would be
both unwieldy 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 Group Strategic Report on pages 2 to 8. 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 5 and 6.
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. As we have recently appointed further directors to the Board, we will consider a Board
Evaluation later in the year when the Board has had an opportunity to work together for a longer period.
Thereafter we intend to follow a programme of Board evaluations every three years.
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 focused organisation, seeking to deliver an excellent
experience to everyone we serve. Our business is based heavily on trust and customer feedback is actively
sought using independent third parties, including Feefo and Trustpilot, as well as through social media
forums such as Facebook, Twitter, YouTube and Instagram.
We strive to maintain the highest standards of integrity and transparency in the operation of our competitions,
in our financial affairs and whilst interacting with customers, staff, shareholders and other stakeholders. In
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Corporate Governance Report
For The Year Ended 30 April 2022
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2022
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. The Board intends
that the AGM in September will be an in-person meeting now that COVID-19 restrictions have lifted.
Throughout the year, the Board has continued to review governance and the Group’s corporate governance
framework. We have again reviewed our governance against the QCA Code in June 2022 and will continue
to do so annually as required by AIM Rule 26.
David Firth
Non-Executive Chairman
1 August 2022
BOARD STRUCTURE AND OPERATION
The Board consists of six Directors – David Firth, the Non-executive Chairman, William Hindmarch, the
Chief Executive of the Group, Rupert Garton, an Executive Director, Ben Hughes, an Executive
Director, Daniel Burns, a Non-Executive Director and, since 1 July 2022, Joanne Bucci, an Independent
Non-Executive Director. Michael Hindmarch, who served as Chairman since the Company’s IPO, stepped
down from the Board on 30 September 2021. The Board is grateful for Michael’s service to the Company
and guidance over the years. William Hindmarch, Rupert Garton and Ben Hughes are heavily involved in the
day to day running of the Group. It is considered that this Board composition 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, 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 20. 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 Kerin
Williams, an experienced Company Secretary with over 25 years of listed company secretarial experience.
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Corporate Governance Report (continued)
For The Year Ended 30 April 2022
All of the Directors will be submitting themselves for re-election at the Annual General Meeting. The
Non-Executive Directors are appointed under fixed term contracts of no more than one year. A brief
biography for each Director is set out below.
William Hindmarch, age 48 – 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 20 years.
Rupert Garton, age 47 – 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.
David Firth, age 61 – Non-Executive Chairman
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 Celadon
Pharmaceuticals Plc (previously Summerway Capital plc) where he is chairman of its audit and remuneration
committees. He is also a non-executive director of i-nexus Global plc where he is chairman of its audit
committees.
Ben Hughes, age 46 – Marketing Director
Ben graduated from Durham University in 1998 and spent two years at an advertising agency before moving
to the marketing department at News International, where he worked on a variety of print and digital brands
over a nine-year period. Latterly, he was Head of Marketing (Digital) for News Group Media. Ben joined
BOTB as Marketing Director in 2010.
Daniel Burns, age 51 – Non-Executive Director
Daniel graduated from the University of Cambridge in 1992. He is an experienced corporate financier in the
gaming, competitions, lottery and media sectors with over 20 years of advisory experience covering both
public and private companies. Daniel is Managing Partner at Oakvale Capital LLP (“Oakvale”), a corporate
finance advisor in the gaming and media industry. Daniel previously worked as a corporate lawyer at
Macfarlanes, focusing on venture capital and international mergers and acquisitions. He has sat on the
advisory boards of a number of the largest gaming companies.
Joanne Bucci, age 53 – Independent Non-Executive Director
Joanne was Managing Director of the People’s Postcode Lottery for eleven years. She oversaw the launch of
this into Scotland in 2008 and the subsequent expansion into England and Wales. Joanne’s other roles have
included General Manager at The Sun newspaper, where she was responsible for the financial performance
and implementing brand strategy for multi-platform growth. She was also Chief Operating officer of
Wireless Group, the owner of Virgin Radio, Talkradio and Talksport.
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Corporate Governance Report (continued)
For The Year Ended 30 April 2022
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
We have not carried out a Board Evaluation this year but plan to complete one during 2022. We will then
follow a programme of a Board Evaluation every three years. In the meantime, we are a small Board and
openly discuss performance and effectiveness against strategy.
AUDIT COMMITTEE REPORT
The Audit Committee comprises David Firth and Daniel Burns. The Chairman of the Committee, 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 CEO and Commercial Director 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 interim
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;
12
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2022
– 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.
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, Azets 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
Financial Reporting Council’s 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 Azets Audit Services be reappointed as the Company’s auditor
at the next Annual General Meeting.
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.
13
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2022
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.
David Firth
Chairman of the Audit Committee
1 August 2022
14
BEST OF THE BEST PLC
Corporate Governance Report (continued)
For The Year Ended 30 April 2022
REMUNERATION COMMITTEE
The Remuneration Committee, comprising of David Firth (Chairman of the Committee) and Daniel Burns,
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 16 and 17.
BOARD MEETING ATTENDANCE
Directors’ attendance at scheduled Board meetings is shown below:
Number of Board
meetings attended
William Hindmarch 5/5
Rupert Garton 5/5
David Firth 5/5
Daniel Burns 5/5
Ben Hughes 5/5
Further ad hoc Board meetings were held during the year. Joanne Bucci was only appointed on 1 July 2022,
and therefore did not attend any Board Meetings 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 14 September 2022. Notice of the Annual General
Meeting is set out at the back of this document. The Board hopes that it can welcome shareholders to an in-
person AGM. The Company will keep the situation under review and update shareholders via the Company
website should there be any changes to the arrangements.
15
BEST OF THE BEST PLC
Report of the Remuneration Committee
For The Year Ended 30 April 2022
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 David Firth (Chairman of the Committee) and Daniel Burns. Details of
the remuneration of each Director are set out below. No Director plays a part in any discussion about their
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 2022, Ben Hughes held options in the Company. Details of the options can be found on
page 18 and in Note 21.
PENSION ARRANGEMENTS
During the year, the Company provided £12,000 (2021: £8,359) in respect of the Executive Director pension
payments. At the year end, £Nil (2021: £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.
16
BEST OF THE BEST PLC
Report of the Remuneration Committee (continued)
For The Year Ended 30 April 2022
DIRECTORS’ REMUNERATION
Fees paid 30 April 30 April
Benefits to third 2022 2021
in kind Salary Bonus Pension parties Total Total
Director £ £ £ £ £ £ £
Rupert Garton 15,164 180,000 – 4,000 – 199,164 266,645
William Hindmarch 32,961 180,000 – 4,000 – 216,961 266,903
Ben Hughes1 5,852 180,000 153,398 4,000 – 343,250 39,119
Michael Hindmarch2 – – – – 8,333 8,333 20,000
David Firth – 31,667 – – – 31,667 20,000
Daniel Burns3 – 20,000 – – – 20,000 2,205
1. Ben Hughes was appointed to the Board on 23 March 2021
2. M Hindmarch stepped down from the Board on 30 September 2021
3. Daniel Burns was appointed to the Board on 23 March 2021
APPROVAL
The report was approved by the Board of Directors and authorised for issue on 1 August 2022 and signed on
its behalf by:
....................................................
David Firth
Chairman of the Remuneration Committee
1 August 2022
17
BEST OF THE BEST PLC
Report of the Directors
For The Year Ended 30 April 2022
The Directors of Best of the Best PLC present their report for the year ended 30 April 2022. Particulars of
important events affecting the Company and likely future developments may be found in the Strategic Report
on pages 2 to 8.
DIRECTORS
The Directors during the year and summaries of their experience are set out on page 11. The Directors who
held office during the year and their beneficial interest in the share capital of the Company at 30 April 2022
were as follows:
27 July 20222 30 April 2022 30 April 20213
William Hindmarch1 2,682,301 3,017,588 3,017,588
Rupert Garton 758,393 887,250 887,250
Ben Hughes 39,815 44,791 44,791
Daniel Burns 18,519 20,833 20,833
David Firth 4,110 4,623 4,623
1 William Hindmarch’s shares are held jointly with his wife Philippa Hindmarch
2 Nearest practicable date to signing the accounts following the Tender offer
3 Or date of appointment if later than 30 April 2021
The following options were held by Directors during the year:
Outstanding Outstanding
at beginning at 30 April Exercise Date first Date of
of year Granted Exercised 2022 price exercisable expiry
Ben Hughes (EMI) 9,352 – 9,352 £2.25 19/12/2000 19/12/2027
Ben Hughes (EMI) 41,500 – 41,500 £3.85 28/02/2023 28/02/2030
Ben Hughes (Unapproved) 28,500 – 28,500 £3.85 28/02/2023 28/02/2030
At 30 April 2022 the market price of the Group’s shares was £4.15. The maximum share price during the
period was £32.00 and the minimum price was £3.79.
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 pages 2 to 8 and in Note 12.
SHARE CAPITAL
Details of the Company’s share capital are set out in Note 18. The Company’s share capital consists of one
class of ordinary share, which does not carry rights to fixed income. As at 30 April 2022, there were
9,412,901 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.
18
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2022
At a general meeting on 4 July 2022, subject to a circular dated 16 June 2022, shareholders approved a
proposed tender offer by finnCap Ltd to purchase Ordinary Shares in the Company up to approximately
11.11% of the issued share capital at a price of 600 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 1,045,877 Ordinary Shares at a price of 600 pence per share. Following the
cancellation of the Ordinary Shares as at 8 July 2022 the issued share capital of the Company was 8,367,024.
AUTHORITY TO PURCHASE OWN SHARES
At the 2021 Annual General Meeting, the Company was authorised by shareholders to purchase up to
941,290 of its own shares, representing approximately 10 percent. of the total issued share capital. This
authority will expire at the forthcoming Annual General Meeting and a resolution to renew the authority for
a further year will be sought.
SUBSTANTIAL SHAREHOLDERS
As at 27 July 2022, 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
Slater Investments 762,963 9.12
Stancroft Trust Limited 645,995 7.72
M Hindmarch 530,038 6.33
Canaccord Genuity Wealth Management 353,645 4.23
Chelverton Asset Management 424,686 5.08
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year (2021: £Nil).
CHARITABLE DONATIONS
Charitable donations during the year amounted to £3,000 (2021: £3,533).
ENERGY AND CARBON REPORT
As the Group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a
low energy user under these regulations and is not required to report on its emissions, energy consumption
or energy efficiency activities.
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; and
– Risk management, including financial risk management and non-financial risk management.
19
BEST OF THE BEST PLC
Report of the Directors (continued)
For The Year Ended 30 April 2022
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 (“IFRS”) as adopted by the United Kingdom (UK). 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 whether applicable UK adopted IFRS have been followed, subject to any material departures
disclosed and explained in the financial statements; 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.
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, Azets Audit Services, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
....................................................
W S Hindmarch
Director
1 August 2022
20
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 2022 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 United Kingdom (UK), in conformity with the requirements of the
Companies Act 2006.
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
2022 and of the Group’s profit for the year then ended;
• have been properly prepared in accordance with UK adopted IFRSs in conformity with the
requirements of the Companies Act 2006; 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
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included
assessing the level of funding available to the Group taking into account cash resources at the balance sheet
date, distributions to shareholders and also examined and challenged the forecasts prepared by management.
We considered sensitivities over the level of available financial resources indicated by the Group’s forecast
taking account of reasonably plausible, but not unrealistic, adverse effects that could arise from these risks
individually and collectively. We also assessed the completeness and accuracy of the matters covered in the
going concern disclosure in the light of conclusions reached in these procedures.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s and of the Parent
Company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in
the relevant sections of this report.
21
BEST OF THE BEST PLC
Report of the Independent Auditor
For The Year Ended 30 April 2022
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2022
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.
Matter How we addressed the matter in our audit
The revenue cycle includes fraudulent
transactions
Management override of controls
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
revenue also included performing cut-off procedures to
ensure that revenue is recognised in the correct
accounting period.
Based on these procedures, we concluded that no
improper entries had been made to the revenue accounts.
Under ISA 240, there is a presumed risk
that revenue may be misstated due to
improper revenue recognition.
We reviewed those parts of the financial statements which
may be more susceptible to management override of
internal controls.
Where we identified account balances and transactions
which required a significant degree of management
judgement and estimation, we critically reviewed those
balances and transactions to understand if the judgements
and estimates made by management appeared reasonable.
In so doing the engagement team relied on its own
judgement, based on evidence and our audit procedures,
in concluding that no management override of internal
controls had taken place.
Under ISA 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
to
management’s
judgements
and
estimates and which we therefore
concluded require specific consideration.
22
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2022
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 Group
Financial statements as a whole £346,000 (2021: £456,000), which was calculated by
reference to the Company’s profit before tax.
75% of financial statement materiality
Specific materiality
We determined a lower level of materiality for certain
specific areas, such as directors’ remuneration and related
party transactions.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
£17,000 (2021: £22,000).
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.
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. The subsidiary company is considered to be insignificant 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.
Performance materiality used to drive the
extent of our testing
Communication of misstatements to the Audit
Committee
23
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2022
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 requirement.
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.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 20, 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s
website, to detect material misstatements in respect of irregularities, including fraud.
24
BEST OF THE BEST PLC
Report of the Independent Auditor (continued)
For The Year Ended 30 April 2022
We obtain and update our understanding of the entity, its activities, its control environment, and likely future
developments, including in relation to the legal and regulatory framework applicable and how the entity is
complying with that framework. Based on this understanding, we identify and assess the risks of material
misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws
and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we
designed procedures which included:
– Enquiry of management and those charged with governance around actual and potential litigation and
claims as well as actual, suspected and alleged fraud;
– Reviewing minutes of meetings of those charged with governance;
– Assessing the extent of compliance with the laws and regulations considered to have a direct material
effect on the financial statements or the operations of the company through enquiry and inspection;
– Reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations;
– Performing audit work over the risk of management bias and override of controls, including testing
of journal entries and other adjustments for appropriateness, evaluating the business rationale of
significant transactions outside the normal course of business and reviewing accounting estimates for
indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the events
and transactions reflected in the financial statements, as we will be less likely to become aware of instances
of noncompliance. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
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 Azets Audit Services 2nd Floor, Regis House
Chartered Accountants and Statutory Auditor 45 King William Street
1 August 2022 London EC4R 9AN
25
BEST OF THE BEST PLC
Consolidated Statement of Comprehensive Income
For The Year Ended 30 April 2022
Notes 2022 2021
£000 £000
CONTINUING OPERATIONS
Revenue 34,682 45,681
Cost of sales (15,272) (17,410)
–––––––––– ––––––––––
GROSS PROFIT 19,410 28,271
Administrative expenses (14,271) (14,209)
–––––––––– ––––––––––
OPERATING PROFIT 5,139 14,062
Finance income 7 2 1
–––––––––– ––––––––––
PROFIT BEFORE INCOME TAX 8 5,141 14,063
Income tax 9 (877) (2,569)
–––––––––– ––––––––––
PROFIT FOR THE YEAR 4,264 11,494
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Exchange differences on translating foreign operations – –
–––––––––– ––––––––––
OTHER COMPREHENSIVE INCOME FOR THE
YEAR, NET OF INCOME TAX – –
–––––––––– ––––––––––
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 4,264 11,494
–––––––––– ––––––––––
Profit attributable to:
Owners of the parent 4,264 11,494
–––––––––– ––––––––––
Total comprehensive income attributable to:
Owners of the parent 4,264 11,494
–––––––––– ––––––––––
Earnings per share expressed in pence per share
Basic from continuing operations 11 45.30 122.52
Diluted from continuing operations 11 44.37 121.82
–––––––––– ––––––––––
26
The notes form part of these financial statements
BEST OF THE BEST PLC
Consolidated Statement of Financial Position
As at 30 April 2022
Notes 2022 2021
£000 £000
ASSETS
NON-CURRENT ASSETS
Intangible assets 13 107 160
Property, plant and equipment 14 1,075 1,103
Investments 15 – –
–––––––––– ––––––––––
1,182 1,263
CURRENT ASSETS
Trade and other receivables 16 184 271
Cash and cash equivalents 17 10,818 11,814
–––––––––– ––––––––––
11,002 12,085
–––––––––– ––––––––––
TOTAL ASSETS 12,184 13,348
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 18 471 471
Share premium 277 277
Capital redemption reserve 236 236
Foreign exchange reserve 35 27
Retained earnings 7,041 7,953
–––––––––– ––––––––––
TOTAL EQUITY 8,060 8,964
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 19 3,625 3,053
Tax payable 475 1,317
Deferred tax 20 24 14
–––––––––– ––––––––––
TOTAL LIABILITIES 4,124 4,384
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 12,184 13,348
–––––––––– ––––––––––
The financial statements were approved by the Board of Directors on 1 August 2022 and were signed on its
behalf by:
W S Hindmarch
Director
27
The notes form part of these financial statements
BEST OF THE BEST PLC
Company Statement of Financial Position
As at 30 April 2022
Notes 2022 2021
£000 £000
ASSETS
NON-CURRENT ASSETS
Intangible assets 13 107 160
Property, plant and equipment 14 1,075 1,103
Investments 15 – –
–––––––––– ––––––––––
1,182 1,263
CURRENT ASSETS
Trade and other receivables 16 184 271
Cash and cash equivalents 17 10,818 11,814
–––––––––– ––––––––––
11,002 12,085
–––––––––– ––––––––––
TOTAL ASSETS 12,184 13,348
–––––––––– ––––––––––
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 18 471 471
Share premium 277 277
Capital redemption reserve 236 236
Retained earnings 7,076 7,975
–––––––––– ––––––––––
TOTAL EQUITY 8,060 8,959
–––––––––– ––––––––––
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 19 3,625 3,058
Tax payable 475 1,317
Deferred tax 20 24 14
–––––––––– ––––––––––
TOTAL LIABILITIES 4,124 4,389
–––––––––– ––––––––––
TOTAL EQUITY AND LIABILITIES 12,184 13,348
–––––––––– ––––––––––
The financial statements were approved by the Board of Directors on 1 August 2022 and were signed on its
behalf by:
W S Hindmarch
Director
28
The notes form part of these financial statements
BEST OF THE BEST PLC
Consolidated Statement of Changes in Equity
For The Year Ended 30 April 2022
Called up Capital
share Share redemption
capital premium reserve
£000 £000 £000
Balance at 1 May 2020 469 199 236
–––––––––– –––––––––– ––––––––––
Issue of share capital 2 78 –
Dividends paid – – –
–––––––––– –––––––––– ––––––––––
Transactions with owners – – –
–––––––––– –––––––––– ––––––––––
Profit for the year – – –
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
–––––––––– –––––––––– ––––––––––
Total comprehensive income – – –
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2021 471 277 236
–––––––––– –––––––––– ––––––––––
Dividends paid – – –
–––––––––– –––––––––– ––––––––––
Transactions with owners – – –
–––––––––– –––––––––– ––––––––––
Profit for the year – – –
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
–––––––––– –––––––––– ––––––––––
Total comprehensive income – – –
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2022 471 277 236
–––––––––– –––––––––– ––––––––––
29
The notes form part of these financial statements
BEST OF THE BEST PLC
Consolidated Statement of Changes in Equity (continued)
For The Year Ended 30 April 2022
Foreign
exchange Retained
reserve earnings Total
£000 £000 £000
Balance at 1 May 2020 27 2,369 3,300
–––––––––– –––––––––– ––––––––––
Issue of share capital – – 80
Dividends paid – (5,910) (5,910)
–––––––––– –––––––––– ––––––––––
Transactions with owners – (5,910) (5,910)
–––––––––– –––––––––– ––––––––––
Profit for the year – 11,494 11,494
Other comprehensive income
Exchange differences arising on translating
foreign operations – – –
–––––––––– –––––––––– ––––––––––
Total comprehensive income – 11,494 11,494
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2021 27 7,953 8,964
–––––––––– –––––––––– ––––––––––
Dividends paid – (5,177) (5,177)
–––––––––– –––––––––– ––––––––––
Transactions with owners – (5,177) (5,177)
–––––––––– –––––––––– ––––––––––
Profit for the year – 4,264 4,264
Other comprehensive income
Exchange differences arising on translating
foreign operations 8 1 9
–––––––––– –––––––––– ––––––––––
Total comprehensive income 8 4,265 4,272
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2022 35 7,041 8,060
–––––––––– –––––––––– ––––––––––
30
The notes form part of these financial statements
BEST OF THE BEST PLC
Company Statement of Changes in Equity
For The Year Ended 30 April 2022
Called up Capital
share Share redemption
capital premium reserve
£000 £000 £000
Balance at 1 May 2020 469 199 236
–––––––––– –––––––––– ––––––––––
Issue of share capital 2 78 –
Dividends paid – – –
–––––––––– –––––––––– ––––––––––
Transactions with owners – – –
–––––––––– –––––––––– ––––––––––
Profit for the year – – –
–––––––––– –––––––––– ––––––––––
Total comprehensive income – – –
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2021 471 277 236
–––––––––– –––––––––– ––––––––––
Dividends paid – – –
–––––––––– –––––––––– ––––––––––
Transactions with owners – – –
–––––––––– –––––––––– ––––––––––
Profit for the year – – –
–––––––––– –––––––––– ––––––––––
Total comprehensive income – – –
–––––––––– –––––––––– ––––––––––
Balance at 30 April 2022 471 277 236
–––––––––– –––––––––– ––––––––––
Retained
earnings Total
£000 £000
Balance at 1 May 2020 2,390 3,294
–––––––––– ––––––––––
Issue of share capital – 80
Dividends paid (5,910) (5,910)
–––––––––– ––––––––––
Transactions with owners (5,910) (5,910)
–––––––––– ––––––––––
Profit for the year 11,495 11,495
–––––––––– ––––––––––
Total comprehensive income 11,495 11,495
–––––––––– ––––––––––
Balance at 30 April 2021 7,975 8,959
–––––––––– ––––––––––
Dividends paid (5,177) (5,177)
–––––––––– ––––––––––
Transactions with owners (5,177) (5,177)
–––––––––– ––––––––––
Profit for the year 4,270 4,270
–––––––––– ––––––––––
Foreign exchange movement 8 8
–––––––––– ––––––––––
Total comprehensive income 4,278 4,278
–––––––––– ––––––––––
Balance at 30 April 2022 7,076 8,060
–––––––––– ––––––––––
31
The notes form part of these financial statements
BEST OF THE BEST PLC
Consolidated Statement of Cash Flows
For The Year Ended 30 April 2022
Notes 2022 2021
£000 £000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 5,904 14,270
Tax paid (1,707) (1,686)
–––––––– ––––––––
Net cash from operating activities 4,197 12,584
–––––––– ––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets – (84)
Purchase of property, plant and equipment (18) (67)
Interest received 2 1
–––––––– ––––––––
Net cash from investing activities (16) (150)
–––––––– ––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Share issue – 80
Equity dividends paid (5,177) (5,910)
–––––––– ––––––––
Net cash from financing activities (5,177) (5,830)
–––––––– ––––––––
Increase in cash and cash equivalents (996) 6,604
–––––––– ––––––––
Cash and cash equivalents at beginning of year 11,814 5,210
–––––––– ––––––––
Cash and cash equivalents at end of year 17 10,818 11,814
–––––––– ––––––––
RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
2022 2021
£000 £000
Profit before income tax 5,141 14,063
Depreciation charges 46 50
Amortisation charges 53 5
Exchange differences 8 –
Finance income (2) (1)
–––––––– ––––––––
5,246 14,117
Decrease/(increase) in trade and other receivables 86 105
Increase in trade and other payables 572 48
–––––––– ––––––––
Cash generated from operations 5,904 14,270
–––––––– ––––––––
32
The notes form part of these financial statements
BEST OF THE BEST PLC
Company Statement of Cash Flows
For The Year Ended 30 April 2022
Notes 2022 2021
£000 £000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 5,904 14,270
Tax paid (1,707) (1,686)
–––––––– ––––––––
Net cash from operating activities 4,197 12,584
–––––––– ––––––––
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets – (84)
Purchase of property, plant and equipment (18) (67)
Interest received 2 1
–––––––– ––––––––
Net cash from investing activities (16) (150)
–––––––– ––––––––
CASH FLOWS FROM FINANCING ACTIVITIES
Share issue – 80
Equity dividends paid (5,177) (5,910)
–––––––– ––––––––
Net cash from financing activities (5,177) (5,830)
–––––––– ––––––––
Increase in cash and cash equivalents (996) 6,604
–––––––– ––––––––
Cash and cash equivalents at beginning of year 11,814 5,210
–––––––– ––––––––
Cash and cash equivalents at end of year 17 10,818 11,814
–––––––– ––––––––
RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
2022 2021
£000 £000
Profit before income tax 5,145 14,063
Depreciation charges 46 50
Amortisation charges 53 5
Exchange differences 8 –
Finance income (2) (1)
–––––––– ––––––––
5,250 14,117
Decrease/(increase) in trade and other receivables 86 105
Increase in trade and other payables 568 48
–––––––– ––––––––
Cash generated from operations 5,904 14,270
–––––––– ––––––––
33
The notes form part of these financial statements
BEST OF THE BEST PLC
Notes to the Financial Statements
For The Year Ended 30 April 2022
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 as adopted by the
United Kingdom, in conformity with the requirements 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 thousand Pounds.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain
critical accounting estimates. It also requires management to exercise judgement in applying those
accounting policies. The areas where significant judgements and estimates have been made in
preparing these financial statements and their effect are disclosed in Note 4.
The Directors are satisfied that the Company and Group have adequate resources to continue in
business for the foreseeable future. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
2. PRINCIPAL ACCOUNTING POLICIES
2.1 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
At the date of authorisation of these financial statements, the Company has not early adopted the
following amendments to Standards and Interpretations that have been issued but are not yet effective:
Effective for annual periods
Standard or Interpretation commencing on or after
Narrow scope amendments to IFRS 3, IAS 16 and IAS 37 1 January 2022
Annual improvements to IFRS Standards 2018–2020 1 January 2022
Amendments to IAS 1: Classification of Liabilities as Current or Non-Current 1 January 2023
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure
of Accounting Policies 1 January 2023
Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023
Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities arising
from a Single Transaction. 1 January 2023
As yet, none of these have been endorsed for use in the United Kingdom (UK) and will not be adopted
until such time as endorsement is confirmed. The Directors do not expect any material impact as a
result of adopting the standards and amendments listed above in the financial year, they become
effective.
34
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
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 SEGMENT REPORTING
The accounting policy for identifying segments is based on internal management reporting
information which is reviewed by the chief operating decision maker. The Company and Group are
considered to have a single business segment, being the operation of weekly competitions to win
luxury cars and other prizes.
2.6 RESEARCH AND DEVELOPMENT EXPENDITURE
Expenditure on research is recognised as an expense in the period in which it is incurred.
Development costs are capitalised when all of the following conditions are satisfied:
• Completion of the intangible asset is technically feasible so that it will be available for use or
sale;
• The Company or Group intends to complete the intangible asset and use or sell it;
• The Company or Group has the ability to use or sell the intangible asset;
• The intangible asset will generate probable future economic benefits. Amongst other things,
this requires that there is a market for the output from the intangible asset or for the intangible
asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;
• There are adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
• The expenditure attributable to the intangible asset during its development can be measured
reliably.
Development costs not meeting the criteria for capitalisation are expensed as incurred.
35
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.7 FOREIGN CURRENCIES
Assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling
at the statement of financial position date. Transactions in foreign currencies are translated into
Sterling at the rates of exchange ruling at the date of the transaction. Exchange differences are taken
into account in arriving at the operating result.
The assets and liabilities in the financial statements of foreign subsidiaries are translated into the
Parent Company’s presentation currency at the rates of exchange ruling at the statement of financial
position date. Income and expenses are translated at the actual rate on the date of the transaction. The
exchange differences arising from the retranslation of the opening net investment in subsidiaries are
recognised in other comprehensive income and taken to the foreign exchange reserve in equity. On
disposal of a foreign subsidiary, the cumulative translation differences are transferred to profit or loss
as part of the gain or loss on disposal.
2.8 SHARE BASED PAYMENT
The Company and Group have applied the requirements of IFRS 2 to share option schemes allowing
certain employees within the Group to acquire shares of the Company. For all grants of share options,
the fair value as at the date of grant is calculated using the Black-Scholes option pricing model, taking
into account the terms and conditions upon which the options were granted. The amount recognised
as an expense is adjusted to reflect the actual number of share options that are likely to vest, except
where forfeiture is only due to market-based conditions not achieving the threshold for vesting. The
expense is recognised over the expected life of the option.
2.9 PENSION CONTRIBUTIONS AND OTHER POST EMPLOYMENT BENEFITS
The Company operates a money purchase pension scheme for certain employees. The cost of the
contributions is charged to the statement of comprehensive income as incurred.
2.10 TAXATION
Current taxes are based on the results shown in the financial statements and are calculated according
to local tax rules, using tax rates enacted or substantively enacted by the statement of financial
position date.
The tax currently payable is based on the taxable profit for the year. Taxable profit/(loss) differs from
the net profit/(loss) reported in the statement of comprehensive income as it excludes items of income
or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which
the deductible temporary differences can be utilised. Such assets and liabilities are not recognised if
the temporary differences arise from the initial recognition (other than in a business combination) of
other assets or liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of the deferred tax asset is reviewed at each statement of financial position date
and reduced to the extent that it is no longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
36
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
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.
2.11 IMPAIRMENT
The carrying amounts of the Company’s and the Group’s assets are reviewed at each statement of
financial position date to determine whether there is any indication of impairment. If any such
indicator exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. Impairment losses are recognised in the statement of comprehensive income.
The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of the time value of money and the risks
specific to the asset.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation and
amortisation, if no impairment loss had been recognised.
2.12 CURRENT VERSUS NON-CURRENT CLASSIFICATION
The Company and Group present assets and liabilities in the statement of financial position based on
current/non-current classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle; or
• Held primarily for the purpose of trading; or
• Expected to be realised within twelve months after the reporting period; or
• Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting date.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in the normal operating cycle; or
• It is held primarily for the purpose of trading; or
• It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting date.
The Company and Group classify all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
37
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.13 INTANGIBLE ASSETS
Intangible assets are recognised at cost less any accumulated amortisation and impairment.
An intangible asset, which is an identifiable non-monetary asset without physical substance, is
recognised to the extent that it is probable that the expected future economic benefits attributable to
the asset will flow to the Company or Group and that its cost can be measured reliably. The asset is
deemed to be identifiable when it is separate or when it arises from contractual or other legal rights.
The Company’s and Group’s intangible assets consist of its IT platform, infrastructure and website.
The Directors have estimated the useful economic life of the assets to be three years and they are being
amortised over that period on a straight line basis.
2.14 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any.
Depreciation is provided at the following annual rates in order to write off each asset over its useful
economic life:
Long leasehold property – 1% on cost
Improvements to property – 4% on cost
Display equipment – At varying rates on cost
Fixtures and fittings – At varying rates on cost
Motor vehicles – 25% on reducing balance
Computer equipment – At varying rates on cost
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from the use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset)
is included in the statement of comprehensive income when the asset is derecognised.
The residual values, useful economic lives and methods of depreciation are reviewed at each financial
year end and adjusted prospectively, if appropriate.
2.15 INVESTMENTS
Investments in subsidiaries and unlisted investments are recorded at cost less any provision for
permanent diminution in value.
2.16 LEASES
At year end the Group has no leases within the scope of IFRS16. The cost of leases of low value items
and those with a term of less than one year at inception are recognised as incurred.
2.17 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.
38
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.18 FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the Company’s and Group’s statement of financial
position when the Company and Group becomes a party to the contractual provisions of the
instrument. The Company’s and Group’s financial instruments comprise cash, trade and other
receivables and trade and other payables.
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.
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.
2.19 EQUITY
Equity comprises the following:
• Called up share capital represents the nominal value of the equity shares;
• Share premium represents the excess over nominal value of the fair value of consideration
received from the equity shares, net of expenses of the share issue;
• Capital redemption reserve represents the value of the re-purchase by the Company of its own
share capital;
• 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.
39
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
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.
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 either the current or prior year and it holds no 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 £31,422,000 (2021: £41,499,000) whilst sales from non-UK
activities totalled £3,260,000 (2021: £4,182,000).
6. EMPLOYEES AND DIRECTORS
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Wages and salaries 2,267 1,941 2,267 1,941
Social security costs 262 241 262 241
Other pension costs 22 16 22 16
–––––––– –––––––– –––––––– ––––––––
2,551 2,198 2,551 2,198
–––––––– –––––––– –––––––– ––––––––
The average monthly number of employees during the year, including the Directors, was as follows:
Group Company
2022 2021 2022 2021
Number Number Number Number
Sales 9 9 9 9
Administration 9 10 9 10
Management 4 2 4 2
–––––––– –––––––– –––––––– ––––––––
22 21 22 21
–––––––– –––––––– –––––––– ––––––––
40
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
6. EMPLOYEES AND DIRECTORS (CONTINUED)
2022 2021
£000 £000
Directors’ remuneration 819 613
–––––––– ––––––––
The number of Directors to whom retirement benefits were accruing was as follows:
2022 2021
Number Number
Money purchase schemes 3 3
–––––––– ––––––––
The Directors consider themselves to be the only key management personnel. As such, a separate
analysis of remuneration paid to key management personnel has not been presented.
Information regarding the highest paid Director is as follows:
2022 2021
£000 £000
Emoluments 338 277
–––––––– ––––––––
7. FINANCE INCOME
2022 2021
£000 £000
Finance income:
Deposit account interest 2 1
–––––––– ––––––––
8. PROFIT BEFORE INCOME TAX
The profit before income tax is stated after charging/(crediting):
2022 2021
£000 £000
Depreciation and impairment of property, plant and equipment 46 50
Amortisation of intangible assets 53 5
Foreign exchange losses 8 1
Auditor’s remuneration
– Audit fees 40 36
– Taxation services 3 3
– Other 10 18
–––––––– ––––––––
Research and development costs recognised as an expense amounted to £504,000 (2021: 524,000).
41
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
9. INCOME TAX
Analysis of tax expense
2022 2021
£000 £000
Current tax:
Current year charge 865 2,552
–––––––– ––––––––
Total current tax 865 2,552
–––––––– ––––––––
Deferred tax:
Origination and reversal of temporary timing differences 12 17
–––––––– ––––––––
Total deferred tax 12 17
–––––––– ––––––––
Total tax charge for the year 877 2,569
–––––––– ––––––––
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:
2022 2021
£000 £000
Profit on ordinary activities before income tax 5,141 14,063
–––––––– ––––––––
Profit on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 19% (2021: 19%) 977 2,672
Effects of:
Other timing differences 24 (1)
Research and development enhanced deduction (124) (102)
–––––––– ––––––––
Tax expense 877 2,569
–––––––– ––––––––
10. 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 £4,270,000 (2021: £11,494,000).
42
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
11. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to the ordinary
shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of shares outstanding
during the year, adjusted to assume the exercise of all dilutive potential ordinary shares under the
Company’s share option plans.
2022 2021
£000 £000
Profit for the year and basic and diluted earnings attributable to the
owners of the parent – £000 4,264 11,494
–––––––– ––––––––
Weighted average number of ordinary shares – number 9,412,901 9,381,253
Basic earnings per share – pence 45.30p 122.52p
–––––––– ––––––––
Adjusted weighted average number of ordinary shares – number 9,532,901 9,435,186
Diluted earnings per share – pence 44.37p 121.82p
–––––––– ––––––––
12. DIVIDENDS
A final dividend of 5.0 pence per ordinary share for the full year ending 30 April 2021 was paid on
1 October 2021 to shareholders on the register at 17 September 2021.
A Special Dividend of 50.0 pence per ordinary share was paid on 16 July 2021 to shareholders on the
register at the close of business on 1 July 2021.
The Board is recommending a final dividend of 6.0 pence per share (2021: 5.0 pence per share) for
the full year ending 30 April 2022 subject to shareholder approval at the Annual General Meeting on
14 September 2022. The final dividend will be paid on 30 September 2022 to shareholders on the
register on 16 September 2022.
13. INTANGIBLE ASSETS – GROUP AND COMPANY
Development costs
£000
COST
At 1 May 2021 475
––––––––
At 30 April 2022 475
––––––––
AMORTISATION
At 1 May 2021 315
Charge for year 53
––––––––
At 30 April 2022 368
––––––––
NET BOOK VALUE
2022 107
––––––––
2021 160
––––––––
43
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
13. INTANGIBLE ASSETS – GROUP AND COMPANY (CONTINUED)
Development costs
£000
COST
At 1 May 2020 391
Additions 84
––––––––
At 30 April 2021 475
––––––––
AMORTISATION
At 1 May 2020 310
Charge for year 5
––––––––
At 30 April 2021 315
––––––––
NET BOOK VALUE
2021 160
––––––––
2020 81
––––––––
14. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY
Long Improvements Display
leasehold to property equipment
£000 £000 £000
COST
At 1 May 2021 954 55 103
–––––––– –––––––– ––––––––
At 30 April 2022 954 55 103
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2021 18 5 77
Charge for the year 4 – –
–––––––– –––––––– ––––––––
At 30 April 2022 22 5 77
–––––––– –––––––– ––––––––
NET BOOK VALUE
2022 932 50 26
–––––––– –––––––– ––––––––
2021 936 50 26
–––––––– –––––––– ––––––––
44
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
14. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY (CONTINUED)
Motor Computer
vehicles equipment Total
£000 £000 £000
COST
At 1 May 2021 155 184 1,451
Additions – 18 18
–––––––– –––––––– ––––––––
At 30 April 2022 155 202 1,469
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2021 92 156 348
Charge for the year 16 26 46
–––––––– –––––––– ––––––––
At 30 April 2022 108 182 394
–––––––– –––––––– ––––––––
NET BOOK VALUE
2022 47 20 1,075
–––––––– –––––––– ––––––––
2021 63 28 1,103
–––––––– –––––––– ––––––––
Long Improvements Display
leasehold to property equipment
£000 £000 £000
COST
At 1 May 2020 954 26 103
Additions – 29 –
–––––––– –––––––– ––––––––
At 30 April 2021 954 55 103
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2020 14 4 77
Charge for the year 4 1 –
–––––––– –––––––– ––––––––
At 30 April 2021 18 5 77
–––––––– –––––––– ––––––––
NET BOOK VALUE
2021 936 50 26
–––––––– –––––––– ––––––––
2020 940 22 26
–––––––– –––––––– ––––––––
45
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
14. PROPERTY, PLANT AND EQUIPMENT – GROUP AND COMPANY (CONTINUED)
Motor Computer
vehicles equipment Total
£000 £000 £000
COST
At 1 May 2020 155 147 1,385
Additions – 37 66
–––––––– –––––––– ––––––––
At 30 April 2021 155 184 1,451
–––––––– –––––––– ––––––––
DEPRECIATION AND IMPAIRMENT
At 1 May 2020 71 132 298
Charge for the year 21 24 50
–––––––– –––––––– ––––––––
At 30 April 2021 92 156 348
–––––––– –––––––– ––––––––
NET BOOK VALUE
2021 63 28 1,103
–––––––– –––––––– ––––––––
2020 84 14 1,086
–––––––– –––––––– ––––––––
15. INVESTMENTS
Group
Unlisted
investments
£000
COST
At 1 May 2021 and 30 April 2022 70
––––––––
IMPAIRMENT
At 1 May 2021 and 30 April 2022 70
––––––––
NET BOOK VALUE
2021 and 2022 –
––––––––
Unlisted investments relate to the cost of acquiring options in another company.
Company
Shares in group Unlisted
undertakings investments Total
£000 £000 £000
COST
At 1 May 2021 and 30 April 2022 – 70 70
–––––––– –––––––– ––––––––
IMPAIRMENT
At 1 May 2021 and 30 April 2022 – 70 70
–––––––– –––––––– ––––––––
NET BOOK VALUE
2021 and 2022 – – –
–––––––– –––––––– ––––––––
46
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
15. INVESTMENTS (CONTINUED)
Shares in Group undertakings comprise of the following subsidiary company:
Country of
Name of company Nature of business % holding incorporation
BOTB Ireland Limited Competition operator 100 Republic of Ireland
BOTB Ireland Limited registered office is Suite 3 One Earlsfort Centre, Lower Hatch Street, Dublin 2,
Ireland
16. TRADE AND OTHER RECEIVABLES – GROUP AND COMPANY
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Trade receivables 13 3 13 3
Other receivables 46 37 46 37
Prepayments and accrued income 125 231 125 231
–––––––– –––––––– –––––––– ––––––––
184 271 184 271
–––––––– –––––––– –––––––– ––––––––
The fair value of trade and other receivables approximates to their carrying values.
17. CASH AND CASH EQUIVALENTS – GROUP AND COMPANY
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Bank accounts 10,817 11,812 10,817 11,812
Cash in hand 1 2 1 2
–––––––– –––––––– –––––––– ––––––––
10,818 11,814 10,818 11,814
–––––––– –––––––– –––––––– ––––––––
18. CALLED UP SHARE CAPITAL – COMPANY
Allotted, issued and fully paid
2022 2021 2022 2021
Ordinary shares of 5 pence each Number Number £000 £000
At the start of the year 9,412,901 9,377,253 471 469
Shares allotted during the year – 35,648 – 2
–––––––– –––––––– –––––––– ––––––––
At the end of the year 9,412,901 9,412,901 471 471
–––––––– –––––––– –––––––– ––––––––
47
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
19. TRADE AND OTHER PAYABLES – GROUP AND COMPANY
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Trade creditors 309 286 309 286
Amounts owed to Group undertakings – – – 5
Social security and other taxes 978 638 978 638
Other creditors 2,456 1,709 2,456 1,709
Contract liability balances 353 416 353 416
Pension creditor 4 4 4 4
–––––––– –––––––– –––––––– ––––––––
4,100 3,053 4,100 3,058
–––––––– –––––––– –––––––– ––––––––
20. DEFERRED TAX – GROUP AND COMPANY
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
(Liability)/Asset at 1 May (14) 3 (14) 3
Movement in the year (10) (17) (10) (17)
–––––––– –––––––– –––––––– ––––––––
Liability at 30 April (24) (14) (24) (14)
–––––––– –––––––– –––––––– ––––––––
Deferred tax liabilities and assets have been recognised in respect of accelerated capital allowances
giving rise to deferred tax liabilities and assets where the Directors believe that it is probable that these
liabilities will fall due and assets will be recovered.
21. SHARE BASED PAYMENT – GROUP AND COMPANY
Details of the share options outstanding during the year are as follows:
Outstanding at Outstanding at
Grant date 1 May 2021 Granted Exercised Forfeited 30 April 2022 Expiry date Exercise price
19-12-2017 9,352 – – – 9,352 19-12-2027 2.25
28-02-2020 85,000 – – – 85,000 28-02-2030 3.85
19-07-2020 10,000 – – – 10,000 19-07-2030 16.00
19-09-2020 5,000 – – – 5,000 19-09-2030 18.00
23-11-2021 – 84,000 – – 84,000 23-11-2031 7.10
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.
48
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
21. SHARE BASED PAYMENT – GROUP AND COMPANY (CONTINUED)
Details of the share options and the weighted average exercise price (‘WAEP’) outstanding during the
year are as follows:
2022 2022 2021 2021
Number WAEP Number WAEP
Outstanding at the beginning of year 109,352 547.00 130,000 330.00
Granted during the year 84,000 710.00 15,000 1666.67
Exercised during the year – – (30,648) 225.00
Lapsed during the year – – (5,000) 225.00
–––––––– –––––––– –––––––– ––––––––
Outstanding at the end of the year 193,352 617.00 109,352 547.00
–––––––– –––––––– –––––––– ––––––––
Exercisable at the end of the year 9,352 225.00 9,352 225.00
–––––––– –––––––– –––––––– ––––––––
The weighted average remaining contractual life of share options outstanding as at 30 April 2022 was
8 years and 4 months (2021: 8 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 (2021: £Nil).
22. LEASES – GROUP AND COMPANY
The amounts recognised in the Consolidated Statement of Comprehensive Income was as follows:
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Expenses related to short term leases – 10 – 10
–––––––– –––––––– –––––––– ––––––––
During the prior year the retail site lease was exited. This was treated as a short-term lease and
expensed.
The amount recognised in the Consolidated and Company Statement of Cash Flows was as follows:
Group Company
2022 2021 2022 2021
£000 £000 £000 £000
Cash flows from operating activities – 10 – 10
–––––––– –––––––– –––––––– ––––––––
23. 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. The Group’s financial assets and
liabilities are all measured at amortised cost and so no fair value disclosures are required.
49
BEST OF THE BEST PLC
Notes to the Financial Statements (continued)
For The Year Ended 30 April 2022
23. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS – GROUP AND
COMPANY (CONTINUED)
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.
2022 2021
£000 £000
Financial assets classified as loans and receivables – carrying amounts:
Trade receivables 13 3
Other receivables 171 37
Cash and cash equivalents 10,818 11,415
–––––––– ––––––––
11,002 11,455
–––––––– ––––––––
Liquidity risk
The Group’s funding strategy is to generate sufficient working capital to settle liabilities as they fall
due and to ensure sufficient financial resource is in place to support management’s long-term growth
plans.
The Group’s financial liabilities have contractual maturities as follows:
2022 2021
£000 £000
Up to Up to
1 year 1 year
Financial liabilities – carrying amounts
Trade and other payables 3,747 2,636
–––––––– ––––––––
3,747 2,636
–––––––– ––––––––
24. RELATED PARTY DISCLOSURES
M W Hindmarch is considered to be a related party as former Non-Executive Director of the
Company. During the year ended 30 April 2022, payments were made to him totalling £20,000 (2021:
£18,000) in respect of consultancy services provided. The total amount due to M W Hindmarch at
30 April 2022 was £3,334 (2021: £1,667).
Daniel Burns is also considered to be a related party as a Non-Executive Director of the Company and
also a Director of Oakvale Capital Advisory Ltd. During the year ended 30 April 2022, payments were
made to Oakvale Capital Advisory Limited of £90,000 (2021: £35,000) in respect of consultancy
services provided. There is an ongoing commitment for future retained services to be provided, at a
rate of £7,500 per calendar month. There were no amounts due to Oakvale Capital Advisory Limited
at 30 April 2022 (2021: £nil).
25. ULTIMATE CONTROLLING PARTY
There was no ultimate controlling party at the year-end.
50
BEST OF THE BEST PLC
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Best of the Best PLC (the “Company”) will
be held at 2 Plato Place, 72/74 St. Dionis Road, London, SW6 4TU on Wednesday 14 September 2022
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 2022.
2. To declare a final dividend of 6 pence per ordinary share for the year ended 30 April 2022.
3. To elect Joanne Bucci as a Director of the Company.
4. To re-elect David Firth as a Director of the Company.
5. To re-elect William Hindmarch as a Director of the Company.
6. To re-elect Rupert Garton as a Director of the Company.
7. To re-elect Ben Hughes as a Director of the Company.
8. To re-elect Daniel Burns as a Director of the Company.
9. To re-appoint the auditor, Azets Audit Services, as auditor of the Company until the conclusion of the
next Annual General Meeting.
10. 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 11 will be proposed as an
ordinary resolution and resolutions 12 and 13 will be proposed as special resolutions:
11. 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 £139,450.40 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.
51
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
12. SPECIAL RESOLUTION
THAT, subject to the passing of resolution 11, 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 11 as if section 561 of the Act did not apply to the allotment. This power is
limited to:
(a) the allotment of equity securities where such securities have been offered (whether by way of
a rights issue, open offer or otherwise) to holders of ordinary shares in the capital of the
Company made in proportion (as nearly as may be) to their existing holdings of ordinary shares
but subject to the Directors having a right to make such exclusions or other arrangements in
connection with the offering as they deem necessary or expedient:
(i) to deal with equity securities representing fractional entitlements; and
(ii) to deal with legal or practical problems under the laws of any territory or the
requirements of any regulatory body or stock exchange; and
(b) the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an
aggregate nominal amount of £20,917.56 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.
13. 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 836,702 representing
10 per cent. of the Company’s issued ordinary share capital as at 1 August 2022;
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
52
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
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
Kerin Williams
COMPANY SECRETARY
1 August 2022
REGISTERED OFFICE:
2 Plato Place
72/74 St. Dionis Road
London SW6 4TU
Notes:
1. 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. In order to be valid, a proxy appointment must be made and returned by
one of the following methods:
(a) by completion of the Form of Proxy, in hard copy form by post, or by courier to the registrar, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY (“the Registrar”);
(b) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the
procedures set out below; or
(c) by appointing your proxy electronically via the Registrar’s website at www.investorcentre.co.uk/eproxy. You will need your
Control Number, SRN & PIN which can be found on your Form of Proxy,
and in each case, the appointment must be received not less than 48 hours before the time for holding of the Annual General
Meeting. In calculating such 48-hour period, no account shall be taken of any part of a day that is not a working day. A
shareholder that appoints a person to act on its behalf under any power of attorney or other authority and wishes to use method
(a), (b) or (c) must return such power of attorney or other authority to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY prior to using such method and in any event not less than 48 hours before the time of the
Annual General Meeting. If you hold your ordinary shares in uncertificated form (that is, in CREST) you may appoint a proxy
by completing and transmitting a CREST message (a “CREST Proxy Instruction”) in accordance with the procedures set out in
the CREST manual so that it is received by the Registrar by no later than 12.00 noon on 12 September 2022.
The completion and return of a Form of Proxy will not preclude a member form attending and voting at the Meeting in person.
2. In order for a proxy, or instruction made by means of CREST to be valid, the appropriate CREST Proxy Instruction must be
properly authenticated in accordance with Euroclear's specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message regardless of whether it relates to the Form of Proxy or to an
amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received
by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by the latest time(s) for receipt of Form of Proxies
specified in the AGM Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001. CREST members and where
applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the
input of CREST Proxy Instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or
her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure 5 that a message is
transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
53
BEST OF THE BEST PLC
Notice of Annual General Meeting (continued)
3. In the case of a shareholder which is a company, a hard copy Form of Proxy must be executed under its common seal or under
the hand of an officer or attorney duly authorised.
4. 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 12 September 2022 (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.
5. 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.
6. 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.
7. 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.
8. 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.
9. Explanatory notes in relation to the resolutions to be proposed at the Meeting are set out on the following pages.
10. 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.
11. 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.
54
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 2022.
RESOLUTION 2: DECLARATION OF DIVIDEND
Final dividends must be approved by shareholders but cannot exceed the amount recommended by the
Directors.
RESOLUTION 3: APPOINTMENT OF A DIRECTOR
Joanne Bucci was appointed as a Director of the Company by the Board with effect from 1 July 2022. In
accordance with Article 92 of the Articles of Association of the Company, Directors must seek reappointment
by the shareholders at the next Annual General Meeting following their appointment. Biographical details of
the Director can be found on page 11.
RESOLUTIONS 4 TO 8: RE-APPOINTMENT OF DIRECTORS
David Firth, William Hindmarch, Rupert Garton, Ben Hughes and Daniel Burns are seeking re-election as
Directors of the Company annually in line with best practice. Biographical details of the Directors can be
found on page 11.
RESOLUTION 9: 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 Azets Audit Services.
RESOLUTION 10: 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 11: 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 2,789,008 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 12 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 12: 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
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BEST OF THE BEST PLC
Notice of Annual General Meeting – Explanatory Notes to the Resolutions (continued)
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 £20,917.56, 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
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 13: 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 15 September 2021 and would be limited to 836,702 ordinary shares, representing
approximately 10 per cent. of the issued share capital at 1 August 2022. The Directors intend to seek renewal
of this power at each Annual General Meeting. As at 1 August 2022 there were options outstanding over
193,352 shares, representing 2.31 per cent. of the Company’s issued share capital. If the authority given by
this resolution was to be fully used, this would represent 2.57 per cent. of the Company’s issued share capital.
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