DUKEMOUNT CAPITAL PLC
REGISTERED NUMBER 07611240
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 APRIL 2021
DUKEMOUNT CAPITAL PLC
CONTENTS
Company Information
Page
2
Chairman’s Statement 3
Board of Directors 4
Strategic Report
Report of the Directors
5
8
Directors’ Remuneration Report
12
Report of the Independent Auditor
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Company Statement of Cash Flows
Notes to the Financial Statements
16
20
21
22
23
24
25
26
27
DUKEMOUNT CAPITAL PLC
COMPANY INFORMATION
Directors
Geoffrey Dart
Paul Gazzard
Secretary
Stuart Adam
Registered Office
Solicitors
Independent Auditor
Room 4, 1st Floor
50 Jermyn Street
London
SW1Y 6LX
Charles Russell Speechlys
5 Fleet Place
London
EC4M 7RD
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registered Number
07611240
2
DUKEMOUNT CAPITAL PLC
CHAIRMAN’S STATEMENT
I hereby present the annual financial statements for the year ended 30 April 2021. During the year the Group
reported a loss of £913,827 (2020 – loss of £331,649). These losses arose in the course of the Group:
pursuing transactions in its chosen sector; costs associated with completing our two development projects;
maintaining the Company’s listing on the Official List of the UK Listing Authority by way of a standard listing
and include: consultancy fees, professional fees and directors’ fees. As at the Statement of Financial
Position date the Group had £24,657 (2020: £408,411) of cash balances.
Since our last full year results, the board has pushed its existing projects towards completion announcing in
September 2020 that the Wavertree refurbishment project in Liverpool has been handed over to the Housing
Association, which has entered into a long-term lease for the property. The Wavertree project, involved the
refurbishment of two residential buildings into a single building and the development of 16 units designed
specifically for a housing association which specialises in the supported living sector. Subsequently in
November 2020 the company also announced the Certificate of Practical Completion for the West Derby
development project in Liverpool had been issued to Dukemount. The West Derby project involved the
construction of a purpose-built structure with 17 apartments and 3,200 square feet of commercial space.
The West Derby project involved a full development rather than a refurbishment.
In March 2021 we announced we had agreed outline terms for a joint venture in the flexibility power sector
and in May 2021 entered into a Joint Venture Agreement in relation to flexibility power expert HSKB Ltd
("HSKB"), of which Dukemount non-executive director Paul Gazzard is a founder. Dukemount successfully
signed off a subordinated funding package necessary to enable completion of the senior debt funding for
the gas peaking projects in September 2021 and announced in October 2021 that HSKB Limited ("HSKB"),
in which Dukemount holds a 50% interest, that it has successfully completed the purchase of two special
purpose companies. Each company contains an 11kV gas peaking facility, which are ready to build, with full
planning permission and grid access. HSKB has also changed its name to DKE Flexible Energy Limited
("DKE Energy"). DKE Energy will initially build two gas peaking facilities. Dukemount will manage the
construction of the two sites and provide its knowledge of long-dated income funding and finance to optimize
the capital structure. DKE Energy's management brings its technical, operational and market expertise of
the UK flexible power market, as well as access to a pipeline of further deals. Dukemount believes the
opportunities presented by this joint venture to be an important milestone for Dukemount to meet its
projected growth targets. Dukemount is set to rollout further joint venture projects with a focus on gas
peaking and battery storage facilities. Both asset types balance the fluctuating power requirements of the
grid during periods of high-level demand or shortfalls of electricity supply: a problem which is set to become
more acute in the transition to a greater reliance on renewable energy sources.
I would like to thank all those who have assisted and supported the Group during the year.
Geoffrey Dart
Executive Chairman
29 October 2021
3
DUKEMOUNT CAPITAL PLC
BOARD OF DIRECTORS
Geoffrey Gilbert Dart - Executive Chairman
Geoffrey is a merchant banker with over 35 years of experience of fund raising and listing transactions. In
1990 he was appointed to the board of Harrell Hospitality Inc, a hotel management and development
company, after he structured and completed its reverse takeover by a US-listed shell company. In 2003, as
chairman of Energy Technique Plc (a UK standard listed company) Geoffrey oversaw the re-structuring and
re-capitalisation of the company. Also in 2003, as a Founder and an Executive Director of London and
Boston Investments Plc (an AIM-listed company), Geoffrey was responsible for M&A activity. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist pump manufacturer and after raising
equity and debt funding, completed the standard listing of the company and thereafter took on particular
responsibility for the group’s Chinese operations and completed a successful re-structuring of those
operations.
Paul Gazzard
Paul has over 10 years’ experience of working across investing institutions in the City of London in his
previous role as Fund Manager. He worked with the Panmure Gordon Asset Management team until August
2002 when he transitioned into the commercial financing sector. Between August 2002 and May 2010, Paul
participated in the listing of companies on the AIM market of the London Stock Exchange, operating at the
Senior Executive level within each of the companies.
Since then Paul has worked as a consultant across various AIM listed companies, advising on corporate
and financing related matters, in addition to working as an adviser to several high net worth individuals on
specific corporate and management issues relating to their investment portfolios as well as founding a
number of private companies in the financial services and other sectors.
4
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 30 April 2021.
Business Review and Future Developments
On 29 March 2017 Dukemount Capital Plc was admitted to the Official List of the UK Listing Authority by
way of a listing on to the standard segment of the London Stock Exchange. Since the standard listing, the
Group’s principal aim has been to acquire, manage, develop and, where appropriate, on-sell real estate
portfolios which have been CPI-linked, long-dated income leases agreed.
The following entities are consolidated into the Group financial statements:
DKE (North West) Limited, formerly Larch Housing (North West) Limited, incorporated 6 November 2014 in
England, of which 100% of the £100 share capital was acquired on 7 September 2017 for £1. This company
simultaneously acquired a property in North West England. In 2017, DKE (North West) Limited acquired
property in Liverpool. This is a redevelopment project which aims to build retail space of approximately 3,200
square feet and 17 residential apartments for supported living tenants. As part of that project a 50-year lease
with a supported living housing association was agreed which expects to generate around £234,000 of
income per annum which is CPI-linked. In December 2018 DKE (Northwest) Limited agreed a forward
funding and pre-sale of this project to a segregated mandate limited partnership managed by Alpha Real
Capital.
DKE (Wavertree) Limited, incorporated 24 April 2016 in England, of which 100% of the £1 share capital was
acquired on 6 October 2017. This company subsequently signed an option to acquire a property in North
West England and on 11 June 2018 exchanged contracts on the property. The company has signed a 30
year CPI linked agreement to lease with Inclusion Housing at a rent of £168,740 per annum. In January
2019, DKE (Wavertree) Limited agreed a forward funding and assignment of the contract of the Wavertree
property to Time: Social Freehold, a fund managed by Time Investments.
As at the date of this report both projects have reached practical completion.
In March 2021 we announced we had agreed outline terms for a joint venture in the flexibility power sector
and in May 2021 entered into a Joint Venture Agreement in relation to flexibility power expert HSKB Ltd
("HSKB"). Dukemount successfully signed off a subordinated funding package necessary to enable
completion of the senior debt funding for the gas peaking projects in September 2021 and announced in
October 2021 that HSKB Limited ("HSKB"), in which Dukemount holds a 50% interest, that it has
successfully completed the purchase of two special purpose companies. Each company contains an 11kV
gas peaking facility, which are ready to build, with full planning permission and grid access. HSKB has also
changed its name to DKE Flexible Energy Limited ("DKE Energy"). DKE Energy will initially build two gas
peaking facilities. Dukemount will manage the construction of the two sites and provide its knowledge of
long-dated income funding and finance to optimize the capital structure. DKE Energy's management brings
its technical, operational and market expertise of the UK flexible power market, as well as access to a
pipeline of further deals. Dukemount believes the opportunities presented by this joint venture to be an
important milestone for Dukemount to meet its projected growth targets. Dukemount is set to rollout further
joint venture projects with a focus on gas peaking and battery storage facilities. Both asset types balance
the fluctuating power requirements of the grid during periods of high-level demand or shortfalls of electricity
supply: a problem which is set to become more acute in the transition to a greater reliance on renewable
energy sources.
Performance of the Business during the Year and the Position at the End of the Year
The Group reported a loss of £913,827 (2020: £331,649) for the year ended 30 April 2021. The loss was
primarily as a consequence of fees in relation to the maintenance of the Company’s listing, costs incurred
on completing our development projects and pursuing transactions.
Net liabilities of the Group as at the year end were £617,835 (2020: net assets £90,918). Cash balances
as at the year end were £24,657 (2020: £408,411).
As a result of the loss made during the year, the net assets of the Company closed at less than 50% of the
issued share capital, in breach of s142 of the Companies Act 2006. Subsequent to the year-end, the
Company has raised significant funding, correcting the breach.
5
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
Key Performance Indicators (‘KPIs’)
The Board monitors the activities and performance of the Group on a regular basis. The primary
performance indicator applicable to the Group at this stage of its development is the completion of
transactions to acquire investments properties simultaneously with signing an agreement to lease with a
Housing Association at a long term profitable rental and locating cost effective funding.
The Directors are also of the opinion that a key primary performance indicator applicable to the Group is the
maintenance of cash reserves held in cash and short-term investments.
Cash at bank
2021
2020
£24,657
______
£408,411
______
Following the year end, Dukemount raised £1million in equity funding, and entered into financial
arrangements allowing the Group to draw up to £3.5million towards its gas peaking projects.
Directors’ Statement Under Section 172 (1) of the Companies Act 2006
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the
benefit of the Company’s members as a whole.
This section specifies that the Directors must act in good faith when promoting the success of the Company
and in doing so have regard (amongst other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company’s employees,
c) the need to foster the Company’s business relationship with suppliers, customers and others,
d) the impact of the Company’s operations on the community and environment,
e) the desirability of the Company maintaining a reputation for high standards of business conduct, and
f)
the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to develop
and manage portfolios of properties to sell onto institutional investors on a sale and leaseback basis and
backed by long-term operational tenants. Some key decisions were taken by the Board in this financial year
which were aimed to deliver on this strategy. This included:
•
the development and practical completion of the Wavertree redevelopment project. The building and
certificate have been handed over to the supported living housing association which has entered
into a long-term lease agreement for the property.
• The ongoing development of the West Derby project, a full development site, which involved the
demolition of a large structure and the building of 17 supported living apartments and 3,200 square
feet of retail space, is expected to be at the practical completion stage early in the fourth quarter of
this year
The Board places equal importance on all shareholders and strives for transparent and effective external
communications, within the regulatory confines of a standard listed company. The primary communication
tool for regulatory matters and matters of material substance is through the Regulatory News Service,
(“RNS”). The Company’s website is also updated regularly, and provides further details on the business.
We also are available to all shareholders for interaction with the Board and management, in order to raise
any of their concerns.
The Directors believe they have acted in the way they consider most likely to promote the success of the
Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act
2006.
6
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
Social, community and human rights responsibility
The Board acknowledge that they will need to consider social and community implications, particularly in
the areas of operations, and the Board will fully take into consideration and comply with any necessary local
requirements.
Whilst the Company has no female members on the Board, they recognise the need to operate a gender
diverse business, and they will revisit this area and its appropriateness in relation to the growth of the
business. The Board will also ensure any future employment takes into account the necessary diversity
requirements and compliance with all employment law. The Board has experience and sufficient
training/qualifications in dealing with such issues to ensure they would meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out appropriate procedures for
companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has
conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and
continues to monitor its procedures.
Principal Risks and Uncertainties
The Directors consider the principal risk for the Group to be the maintenance of its cash reserves whilst it
focuses on its new development projects and targets further transactions in the property sector.
The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors to be of particular relevance to the Group’s activities. It should be noted
that the list is not exhaustive and other risk factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and their effect on exchange rates, interest rates
and inflation rates, may impact the ultimate value of the Group regardless of its operating performance. The
Group also faces competition from other organisations, some of which may have greater resources or be
more established in a particular territory in the property sector.
In particular, the Group has to marry up properties that are suitable for supported living tenants, in areas
where there is a shortfall in demand for such properties, with the best Housing Associations and Care
Providers who in turn are acceptable to funders. This process is both time consuming and complex at times.
Adverse global economic conditions could limit the demand for property and lead to developments being
postponed. This fall in demand could result in the business’s operating results suffering in the future after
any proposed transactions.
The Board considers and reviews all market conditions to try and mitigate any risks that may arise from
these.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease, if uncontrolled, on the general
economic climate could have an adverse effect on the Group. The recent outbreak of COVID-19 may have
an adverse effect on the Group’s business, financial situation, growth and prospects and has already had
a material adverse effect on overall business sentiment and the global economy. There is no assurance
there will not be similar outbreaks of other diseases in the future. The impact of the imposition by
governments across the world of stringent measures to prevent the spread of COVID-19 or other
diseases, and the effect of COVID-19, or any other severe communicable diseases outbreak in the future,
on the employees of the Group, could adversely affect the performance of the business activities of the
Group and those of the customers, which could lead to a decrease in the demand for their services. The
Company’s employees carry out their duties remotely, via the network infrastructure in place. As a result,
there was no disruption to the operational activities of the Company during the COVID-19 social distancing
and working from home restrictions. All key business functions continue to operate at normal capacity.
7
DUKEMOUNT CAPITAL PLC
STRATEGIC REPORT
Government and Local Authority Support
In circumstances where the Group might seek to sell the long term income from the leases of Supported
Living properties, the ‘blue chip’ nature of this income would appear considerably less attractive to funds
should the financial support from the State be perceived as not readily available in the case of a failed
Housing Association.
Development Costs and Timing
Failure to estimate development and refurbishment costs accurately could result in the Group not meeting
forecast profitability. Delays in the completion of a project could add to increased costs and a loss of
credibility for future projects.
Brexit
The longer term effect on the Group of Brexit is unknown. There may be issues raising funds from investors
in the short term, however investor markets in the UK have continued to be strong and it is too early to say
if there will be any direct impact. The Directors continue to monitor Brexit’s impact on the Group.
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at
all) and, if such funding is unavailable, the Group may be required to reduce the scope of future transactions.
Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not
available.
Risks relating to the Group’s business strategy
The Group is dependent on the ability of the Directors to identify suitable transaction opportunities and to
implement the Group’s strategy. There is no assurance that the Group’s activities will be successful in finding
suitable transactions that will ultimately be developed.
Dependence on key personnel and management risks
The Group’s business is dependent on retaining the services of a small management team and the loss of
a key individual could have an adverse effect on the future of the Group’s business. The Group’s future
success will also depend in large part upon its ability to attract and retain highly skilled personnel. This risk
is managed by offering salaries that are competitive in the current market. In addition to the Board the
company utilises the expertise of property professionals who have extensive experience and knowledge in
their field and provide valuable assistance to the Board in locating suitable projects and negotiating contracts
with Housing Associations and providers of finance.
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may give rise to reputational,
financial of other sanctions against the Group, and therefore the Board considers these risks seriously and
designs, maintains and reviews the policies and processes so as to mitigate or avoid these risks. Whilst the
Board has a good record of compliance, there is no assurance that the Group’s activities will always be
compliant.
This Strategic Report was approved by the Board of Directors on 29 October 2021.
Geoffrey Dart
Director
8
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
The Directors present the Annual Report and the audited financial statements for the year ended 30 April
2021.
The Group’s Ordinary Shares were admitted to trading on the London Stock Exchange, on the Official List
pursuant to chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 29
March 2017.
Principal Activities
The purpose of the Company is to acquire, develop, and manage portfolios of properties to create long
dated income. Once properties have been developed, or even before development has been
completed, if the Company applies a forward funding business model, they may be sold on to
institutional investors. Key to this proposition is the signature of long-term leases with operational
tenants. The rent, preferably CPI linked, provides the long-dated income.
Directors
The Directors of the Company during the year ended 30 April 2021 were:
Geoffrey Gilbert Dart
Paul Terence Gazzard
Future developments
See the Strategic Report for anticipated future developments of the Group.
Dividends
The Directors do not propose a dividend in respect of the year ended 30 April 2021 (2020: Nil).
Corporate Governance
As a Group listed on the standard segment of the Official UK Listing Authority, the Group is not required to
comply with the provisions of the UK Corporate Governance Code.
The Group does not choose to voluntarily comply with the UK Corporate Governance Code. However, in
the interests of observing best practice on corporate governance, the Group has regard to the provisions of
the Corporate Governance Code insofar as is appropriate, except that:
• Given the size of the Board and the Group’s current size, certain provisions of the Corporate
Governance Code (in particular the provisions relating to the composition of the Board and the
division of responsibilities between the Chairman and Chief Executive), are not being complied with
by the Group as the Board considers these provisions to be inapplicable.
• Until the Group has accumulated sufficient reserves and appointed two additional Non-Executive
Directors it will not have separate audit and risk, nomination or remuneration committees. The Board
as a whole will instead review audit and risk matters, as well as the Board’s size, structure and
composition and the scale and structure of the Directors’ fees, taking into account the interests of
shareholders and the performance of the Group.
• The UK Corporate Governance Code recommends the submission of all Directors for re-election at
annual intervals.
• The Board do not consider an internal audit function to be necessary for the Group at this time due
to the limited number of transactions.
The Directors are responsible for internal control in the Group and for reviewing effectiveness. Due to the
size of the Group, all key decisions are made by the Board. The Directors have reviewed the effectiveness
of the Group’s systems during the period under review and consider that there have been no material losses,
contingencies or uncertainties due to weaknesses in the controls.
9
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
Carbon emissions
The Group currently has no employees other than the Directors and uses a rented office. Therefore the
Group has minimal carbon emissions and it is not practical to obtain emissions data at this stage. The
Group’s operations are in connection with overseeing the development of the two sites that have been sold
on to institutional investors. They have also engaged with the contractor used to ensure that the construction
is undertaken within laws and regulations.
Directors and Directors’ Interests
The Directors who held office during the period and to the date of approval of these Financial Statements
had the following beneficial interests in the ordinary shares of the Group.
Ordinary shares
30 April 2021
No.
4,666,666
4,000,000
Ordinary shares
30 April 2020
No.
101,666,666
4,000,000
Warrants
interest
30 April 2021
No.
64,000
-
Warrant
interest
30 April 2020
No.
27,064,000
-
Geoffrey Dart*
Paul Gazzard
*
Geoffrey Dart is a Director of Chesterfield Capital Limited which holds the 4,666,666 shares and
64,000 warrants.
Going Concern
The Group has assessed the Covid-19 impact on its ability to continue as a going concern. The Group
considers that the events arising from the Covid-19 outbreak do not impact on its use of the going concern
basis of preparation nor do they cast significant doubt over the Group’s and Company’s ability to continue
as a going concern for the period of at least twelve months from the date when the financial statements are
authorised for issue. The Directors, having made due and careful enquiry, are of the opinion that the Group
will have access to adequate working capital to meet its obligations over the next 12 months. Further
consideration from the Directors in respect of going concern is given in note 2(c). The Directors therefore
have made an informed judgement, at the time of approving the financial statements, that there is a
reasonable expectation that the Group and Company have adequate resources to continue in operational
existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of
accounting in the preparation of the annual financial statements.
Employees
The Group has no employees other than the Directors.
10
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
Financial Risk Management
The Group has a simple capital structure and its principal financial asset is cash. The Group has no material
exposure to market risk or currency risk and the Directors manage its exposure to liquidity risk by maintaining
adequate cash reserves and ensuring any debt financing is at a competitive interest rate which can be
maintained within the Group’s cash resources going forward.
Further details regarding risks are detailed in note 2(p) to the financial statements.
Statement of Directors’ responsibilities pursuant to the disclosure and transparency rules
The Directors are responsible for preparing the Annual Report, the Remuneration 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 Group and Parent Company financial statements in accordance
with financial reporting framework that has been applied in their preparation is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006. . 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 Group and Parent Company and of the profit or loss of
the Group for that year.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable international accounting standards in conformity with the requirements of
the Companies Act 2006 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 Group and Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors
are also responsible for safeguarding the assets of the Group and Parent Company 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 Group and Parent Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the consolidated financial statements may differ from legislation in other
jurisdictions.
11
DUKEMOUNT CAPITAL PLC
REPORT OF THE DIRECTORS
Statement of Directors’ responsibilities (continued)
The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group and
Parent Company’s position, performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 4 confirm that, to the best of their
knowledge and belief:
• The financial statements have been prepared in accordance with international financial reporting
standards adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the European Union
and give a true and fair view of the assets, liabilities, financial position and loss of the Group and
Parent Company; and
the Strategic Report includes a fair review of the development and performance of the business and
the position of the Group and Parent Company, together with a description of the principal risks and
uncertainties that they face.
•
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
•
•
there is no relevant audit information of which the Group’s auditor is unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
Auditors
PKF Littlejohn LLP, the auditor, has indicated their willingness to continue in office as auditor. PKF Littlejohn
LLP will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006.
Subsequent Events
Details of events after the reporting period are disclosed in Note 20
Approved by the Board on 29 October 2021, and signed on its behalf by:
Geoffrey Dart
Director
12
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
This remuneration report sets out the Group’s policy on the remuneration of executive and non-executive
Directors together with details of Directors' remuneration packages and service contracts for the financial
year ended 30 April 2021.
Until several transactions have been completed and until it has accumulated sufficient reserves to justify
the appointment of two additional Non-Executive directors, the Group will not have a separate
remuneration committee. The Board as a whole will instead review the scale and structure of the Directors'
fees, taking into account the interests of shareholders and the performance of the Group and Directors.
The items included in this report are unaudited unless otherwise stated.
Audited information
Directors’ emoluments and compensation
Set out below are the emoluments of the Directors for the year ended 30 April 2021.
Name of Director
Salary and fees
Geoffrey Dart
Paul Gazzard
£
75,000
27,500
Benefits
£
Total
2021
£
Total
2020
% change
from 2020
£
10,303
85,303
155,000
-
27,500
27,500
-52%
-%
TOTAL
102,500
10,303
112,803
182,500
-52%
All remuneration is considered to relate to short term benefits.
Geoffrey Dart, exercised 27,000,000 warrants at a price of 0.5p per share and thereby providing the
Company with gross proceeds of £135,000. There was no gain on the exercise.
Unaudited information
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment contracts.
The Directors who held office at 30 April 2021 and who had beneficial interests in the Ordinary Shares of
the Group and details of these beneficial interests can be found in the Directors’ Report.
Terms of appointment
The services of the Directors, provided under the terms of agreement with the Group, are dated as follows:
Director
Geoffrey Dart
Paul Gazzard
Year of
appointment
2011
2017
Number of years
completed
9
4
Date of current
engagement letter
16 March 2017
29 June 2017
In accordance with the above agreements the Directors are subject to 6 months’ notice periods and an
annual review.
Other matters
The Group does not have any pension plans for any of the Directors and does not pay pension amounts in
relation to their remuneration. The Group has not paid out any excess retirement benefits to any Directors
or past Directors.
13
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
Remuneration Policy
In setting the policy, the Board has taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership
and management of the Group;
• The Group's general aim of seeking to reward all employees fairly according to the nature of their
role and their performance;
• Remuneration packages offered by similar companies within the same sector;
• The need to align the interests of shareholders as a whole with the long-term growth of the Group;
and
• The need to be flexible and adjust with operational changes throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element
Purpose
Policy
Operation
Executive directors
Base salary
To award
for
services
provided
Paid monthly
and will be
reviewable
annually.
The remuneration of Directors
is based on the
recommendations of the
Chairman and comparison with
other companies of a similar
size and sector. Any Director
who serves on any committee,
or who devotes special attention
to the business of the Group, or
who otherwise performs
services which in the opinion of
the Directors are outside the
scope of the ordinary duties of a
Director, may be paid such
extra remuneration as the
Directors may determine.
Opportunity
and
performance
conditions
The total value
of Directors'
fees that may
be paid is
limited by the
Group’s
Articles of
Association to
£200,000 per
annum.
Pension
Benefits
Annual
Bonus
N/A Not awarded
Some directors have been
provided with medical insurance
To assist
with
performing
their roles
N/A
Paid annually
and reviewable
annually
N/A Annual bonuses of the Directors
N/A
N/A
Benefit
deemed to be
a tax benefit
for the
directors
N/A
is based on the recommendations
of the Chairman and comparison
with other companies of a similar
size and sector.
Share
N/A As above
N/A
N/A
The company does not have any non executive Directors. If appointed in the future the Company will
consider the remuneration of these Directors.
14
DUKEMOUNT CAPITAL PLC
DIRECTORS’ REMUNERATION REPORT
Notes to the Future Policy Table
The Directors are reimbursed all travelling, hotel and other expenses they may incur in attending
meetings of the Directors or general meetings or otherwise in connection with the discharge of their
duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time, is considered as part of the Group’s
annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s
experience and their current base salary. Where an individual is recruited at below market norms, they may
be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally
be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Group will meet certain relocation
and/or incidental expenses as appropriate.
There are no incentives for directors relating to the performance of the share price of the company.
Approved on behalf of the Board of Directors.
Geoffrey Dart
Director & Executive Chairman
29 October 2021
15
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 30 April 2021 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent
Company Statements of Cash Flows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006 and as
regards the parent company financial statements, as applied in accordance with the provisions 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 2021 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006;
the parent company financial statements have been properly prepared in accordance with
international accounting standards in conformity with the requirements of the Companies Act 2006
and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006; and as regard to the group financial statements, international financial reporting standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
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 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 public interest
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 director's 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 group’s and parent company’s ability to continue to adopt the going concern basis
of accounting included obtaining management’s going concern assessment and associated cash flow
forecasts for the period of 12 months from the date of approval of the financial statements. We have
reviewed the assumptions applied in the cash flow forecast for reasonableness, and compared to
historical financial information.
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 or 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.
16
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether the
financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We also determine a level of performance materiality which we use to
assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
We determined the group materiality for the financial statements as a whole to be £33,000 (2020: £23,000),
which was based on 5% of the loss for the year. This benchmark is considered appropriate because the
principal driving force of the business is expenditure incurred and the realisable return on the development
contract. Several adjustments were identified during the course of the audit, however the materiality level of
£33,000 was still considered appropriate and with no revisions necessary. Our objective in adopting this
approach is to ensure that total detected and undetected audit differences do not exceed our planning
materiality of £23,100 for the financial statements as a whole.
The group was audited to a level of materiality of £33,000 (2020: £23,000), the parent company
materiality was set at £31,000 (2020: £17,500) with performance materiality set at £23,100 (2020:
£16,100) and £21,700 (2020: £12,250) respectively. We applied the concept of materiality both in
planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage,
materiality is used to determine the financial statement areas that are included within the scope of our
audit and the extent of sample sizes during the audit. This is reviewed accordingly during audit
fieldwork and completion dependent on adjustments made during the audit.
We agreed with the board that we would report all audit differences identified during the course of our
audit in excess of our triviality level of £1,650 (2020: £1,150) and £1,550 (2020: £875) for Group and
Company respectively. There were certain misstatements identified during the course of our audit that
were individually considered to be material and adjusted for by management.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular we assessed the areas involving significant accounting estimates
and judgements by the directors in respect of the recoverability of the debtors and management’s
assessment in going concern and considered future events that are inherently uncertain. We also addressed
the risk of management override of internal controls, including evaluation whether there was evidence of
bias by the directors that represented a risk of material misstatement due to fraud.
All subsidiaries were fully audited by the same audit team, with a full scope audit being performed on
the complete financial information of the subsidiaries.
17
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, 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.
Key Audit Matter
Revenue recognition
Under ISA (UK) 240 there is a presumption that
is a risk of material
revenue recognition
misstatement due
is
fraud. Revenue
to
generated from the principle activity of the
(being development of real estate
group
portfolios specialising mainly in the supported
living and hotels sector). Revenue
is
IFRS 15
in accordance with
recognised
Revenue from Contracts with Customers, based
on the completion percentage of a contract and
involves significant management estimations
and judgements.
We assessed revenue recognition as a fraud
risk as revenue forms the basis for certain of
the Group’s key performance indicators. As
a result, we consider a significant risk of
material misstatement to arise from the
recognition of revenue throughout the year.
How our scope addressed this matter
Our work in this area included:
• A review of the revenue recognition policy
for the group in light of the requirements
of IFRS 15.
• Updating our understanding of
the
internal control environment in operation
for the income streams;
• Reviewing
the estimated stage of
completion in line with costs incurred,
forecasts and management estimations;
• Reviewing and scrutinising the basis of
recognition of costs of complete;
substantive
income recognised
• Performing
transactional
testing of
the
in
financial statements, including deferred
and accrued income balances recognised
at year-end; and
• Ensuring
revenue
is disclosed
in
accordance with IFRS15.
• We also considered the adequacy of the
group’s disclosures relating to revenue
recognition in notes 1f and 3.
Based on procedures performed, we did not identify
any evidence of material misstatement in the
revenue recognised in the year.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the group and parent company 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. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
18
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept 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 and the part of the directors’ remuneration report to be
audited 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 directors’ responsibilities statement, the directors are responsible for the
preparation of the group and parent company 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 group and parent company 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they
operate to identify laws and regulations that could reasonably be expected to have a direct effect on
the financial statements. We obtained our understanding in this regard through discussions with
19
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
management, industry research, and the application of our cumulative audit knowledge and
experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this
regard to be those arising from Companies Act 2006, LSE listing rules, and Disclosure and
Transparency Rules.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group and parent company with those laws and regulations.
These procedures included, but were not limited to:
o Enquiries of management, review of minutes, and review of legal and regulatory
correspondence.
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls
by performing audit procedures which included, but were not limited to: the testing of journals;
reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the Board on 15 May 2019 to audit the financial statements for the year ended 30
April 2019 and subsequent financial periods. Our total uninterrupted period of engagement is 9 years,
covering the periods ended 30 April 2012 to 30 April 2021.
During the period to 28 August 2020, Welbeck Associates Limited provided trust account services to
Dukemount Capital Plc. The trust account was administered by a director of Welbeck Associates Limited,
who is also a partner of PKF Littlejohn LLP. This service involved the use of an account held in trust to
collate and transfer receipts from potential equity investors into the company relating to funds brokered by
Peterhouse Capital Limited.
We are satisfied that it does not meet the definition of accounting services under the FRC Ethical Standard
which would be subject to an outright prohibition under the FRC Ethical Standard. This is because they do
not involve the maintenance of accounting records nor do they involve the preparation of financial
statements or other subject matter. It is Peterhouse Capital Limited which maintains the accounting
records relevant to this service.
Our safeguards in respect of this non-audit service have centred on the fact that the partner connected to
the trust account services to 28 August 2020 was not involved in the audit engagement in any capacity. The
service did not involve making any judgements and as noted above, instructions were taken only from
Peterhouse Capital Limited and not from Dukemount Capital Plc. We confirm that this safeguard was applied
and that it enables us to conclude that our professional judgement and our audit report are not affected by
the provision of the trust account service.
No non-audit services were provided to the Group during the year.
Our audit opinion is consistent with the additional report to the Board.
20
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Zahir Khaki (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 October 2021
15 Westferry Circus
Canary Wharf
London E14 4HD
21
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2021
Continuing operations
Revenue from contracts with customers
Cost of sales
Gross Profit/(Loss)
Other income
Administrative expenses
Operating loss
Interest received
Loss before taxation
Income tax
Loss for the year attributable to equity owners
Total comprehensive income for the year
attributable to the equity owners
Earnings per share attributable to equity owners
Basic and diluted (pence)
Note
Group
2021
£
Group
2020
£
3
4
7
3,296,730
(3,483,700)
_______
2,387,704
(2,264,405)
_______
(186,970)
123,299
14,750
(741,636)
_______
-
(454,955)
_______
(913,856)
(331,656)
29
_______
7
_______
(913,827)
(331,649)
-
_______
-
_______
(913,827)
_______
(331,649)
_______
(913,827)
(331,649)
_______
_______
11
(0.0020)
_______
(0.00090)
_______
The Accounting Policies and Notes form part of the financial statements.
22
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2021
Note
30 April 2021
£
30 April 2020
£
Assets
Current Assets
Trade and other receivables
Cash and cash equivalents
9
Total Assets
Equity and Liabilities
Equity
Share capital
Share premium
Share based payments reserve
Retained deficit
12
13
Current Liabilities
Trade and other payables
15
Total Equity and Liabilities
576,316
24,657
_______
600,973
_______
609,558
408,411
_______
1,017,969
_______
481,283
1,115,035
2,960
(2,217,113)
_______
439,033
952,211
30,499
(1,330,825)
_______
(617,835)
90,918
1,218,808
_______
600,973
_______
927,051
_______
1,017,969
_______
These Consolidated Financial Statements were approved and authorised for issue by the Board of Directors
and were signed on its behalf on 29 October 2021.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial statements.
23
DUKEMOUNT CAPITAL PLC
COMPANY NUMBER: 07611240
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2021
Assets
Non current assets
Investment in Subsidiaries
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Equity and Liabilities
Equity
Share capital
Share premium
Share based payments reserve
Retained deficit
Current Liabilities
Trade and other payables
Total Equity and Liabilities
Note
30 April 2021
£
30 April 2020
£
8
9
12
13
15
101
101
133,324
14,505
_______
147,829
_______
297,931
157,365
_______
455,397
_______
481,283
1,115,035
2,960
(2,190,926)
_______
439,033
952,211
30,499
(1,537,788)
_______
(591,648)
(116,044)
739,477
_______
147,829
_______
571,441
_______
455,397
_______
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from
presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for
the Parent Company for the year was £680,677 (2020: £381,388) and the total comprehensive loss for the
year was £680,677 (2020: £381,388).
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 29 October 2021.
Geoffrey G. Dart
Director
The Accounting Policies and Notes form part of the financial statements.
24
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2021
Balance as at 1 May 2019
Loss for the year
Other comprehensive income
Total comprehensive income for the
year
Transactions with equity owners
Issue of ordinary shares
Total transactions with owners
Share
capital
Share
premium
£
366,166
£
789,671
Share
based
payment
reserve
£
30,499
-
-
-
-
-
-
72,867
72,867
162,540
162,540
-
-
-
-
-
Retained
deficit
Total
£
(999,176)
£
187,160
(331,649)
(331,649)
-
(331,649)
-
(331,649)
-
-
235,407
235,407
Balance as at 30 April 2020
439,033
952,211
30,499
(1,330,825)
90,918
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity owners
Issue of ordinary shares
Exercise of warrants
Total transactions with owners
-
-
-
-
-
-
-
-
-
(913,827)
(913,827)
-
(913,827)
-
(913,827)
42,250
-
42,250
162,824
-
162,824
-
(27,539)
(27,539)
-
27,539
27,539
205,074
-
205,074
Balance as at 30 April 2021
481,283
1,115,035
2,960
(2,217,113)
(617,835)
The Accounting Policies and Notes form part of the financial statements.
25
DUKEMOUNT CAPITAL PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2021
Balance as at 1 May 2019
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity owners
Issue of ordinary shares
Total transactions with owners
Share
Capital
Share
premium
£
366,166
£
789,671
Share
based
payments
reserve
£
30,499
-
-
-
-
-
-
72,867
72,867
162,540
162,540
-
-
-
-
-
Retained
deficit
Total
£
(1,156,400)
£
29,936
(381,388)
(381,388)
-
(381,388)
-
(381,388)
-
-
235,407
235,407
Balance as at 30 April 2020
439,033
952,211
30,499
(1,537,788)
(116,044)
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with equity owners
Issue of ordinary shares
Exercise of warrants
Total transactions with owners
-
-
-
-
-
-
-
(680,677)
(680,677)
-
-
-
(680,677)
-
(680,677)
42,250
-
42,250
162,824
-
162,824
-
(27,539)
(27,539)
-
27,539
27,539
205,074
-
205,074
Balance as at 30 April 2021
481,283 1,115,035
2,960
(2,190,926)
(591,648)
The Accounting Policies and Notes form part of the financial statements.
26
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2021
Cash Flows from Operating Activities
Loss before taxation
(913,827)
(331,649)
Note
2021
£
2020
£
Changes in working capital:
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Net Cash generated from/(used in) Operating
Activities
Cash Flows from Financing Activities
33,242
265,070
67,579
412,151
(615,515)
148,081
Net proceeds from issue of shares
12
231,761
234,407
Net Cash generated from/used in Financing
Activities
Net Increase/(Decrease) in Cash and Cash
Equivalents
231,761
234,407
(383,754)
383,488
Cash and cash equivalents at the beginning of the year
408,411
24,923
Cash and Cash Equivalents at the End of the Year
24,657
408,411
The Accounting Policies and Notes form part of the financial statements.
27
DUKEMOUNT CAPITAL PLC
COMPANY STATEMENT OF CASH FLOWS
YEAR ENDED 30 APRIL 2021
Cash Flows from Operating Activities
Loss before taxation
Adjustments for:
Share based payment
Note
2021
£
2020
£
(680,677)
(381,388)
14
-
-
Changes in working capital:
(Increase)/Decrease in trade and other receivables
Increase /(Decrease)in trade and other payables
283,435
168,137
(271,748)
259,165
Net Cash used in Operating Activities
(229,105)
(393,971)
Cash Flows from Investing Activities
Funding issued/repaid from subsidiary undertakings
(145,516)
300,600
Net Cash generated (used in)/from Investing
Activities
(145,516)
300,600
Cash Flows from Financing Activities
Net proceeds from fundraising
12
231,761
234,407
Net Cash generated from/used in Financing
Activities
Net Increase/(Decrease) in Cash and Cash
Equivalents
231,761
234,407
(142,860)
142,026
Cash and cash equivalents at the beginning of the year
157,365
15,339
Cash and Cash Equivalents at the End of the Year
14,505
157,365
The Accounting Policies and Notes form part of the financial statements.
28
DUKEMOUNT CAPITAL PLC
1. General Information
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
Dukemount Capital Plc was incorporated in the UK on 20 April 2011 as a public limited company with the
name Black Lion Capital Plc. The Company subsequently changed its name to Black Eagle Capital Plc on
13 September 2011 and on 15 November 2016 changed its name to Dukemount Capital Plc. On 29 March
2017 the Company was admitted to the London Stock Exchange by way of a standard listing.
The Group’s principal activity is to acquire, manage, develop and, where appropriate on-sell, real estate
portfolios specialising mainly in the supported living and hotels sector.
The parent company’s registered office is located at 50 Jermyn Street, London SW1Y 6LX.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
a) Basis of Preparation of Financial Statements
The financial statements of Dukemount Capital Plc have been prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006 and international
financial reporting standards adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the
European Union. The financial statements have been prepared under the historical cost convention.
The financial statements are presented in Pound Sterling (£), rounded to the nearest pound.
The consolidated entities include the wholly owned subsidiaries DKE (North West) Limited and DKE
(Wavertree) Limited.
The individual entity financial statements of each subsidiary were prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (FRS 101).
b) Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
29
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2. Summary of Significant Accounting Policies (continued)
b) Basis of consolidation (continued)
The group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The group recognises any non-
controlling interest in the acquired companies on an acquisition-by-acquisition basis, either at fair value or
at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net
assets.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have
been adjusted to conform with the group’s accounting policies.
c) Going Concern
The preparation of financial statements requires an assessment on the validity of the going concern
assumption.
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the
Financial Statements.
19 impact on its ability to continue as a going concern. They
The Directors have assessed the Covid
consider that the events arising from the Covid
19 outbreak do not impact on its use of the going concern
basis of preparation nor do they cast significant doubt over the company’s ability to continue as a going
concern for the period of at least twelve months from the date when the financial statements are authorised
for issue.
‐
‐
In making their assessment of going concern, the Directors acknowledge that the Group has a very small
cost base, and development of its existing projects have been pre-funded. The group’s forecasts and
projections, taking account of reasonably possible changes in trading performance, show that the Group
has sufficient funds following events after the year end. Since the year end, Dukemount raised £1million in
equity funding, and also entered into other financial arrangements allowing the Group to draw up to
£3.5million towards its gas peaking projects. The funds are raised are sufficient to ensure that the Parent
and Group have the ability to pay their third party debts as they fall due.
The directors note that the Group has always been successful with past fundraises and continue to believe
strongly in the Group’s projects. Accordingly, the Board believes it is appropriate to adopt the going concern
basis in the preparation of the Financial Statements.
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2020
The Company has applied the following standard and amendments for the first time for its annual reporting
period commencing 1 May 2020
Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39 and IFRS 7;
• Definition of Material – Amendments to IAS 1 and IAS 8;
• Definition of a Business – Amendments to IFRS 3;
•
• Revised Conceptual Framework for Financial Reporting;
• Annual improvements to IFRS Standards 2018-2020 Cycle; and
• COVID-19 related rent concessions – Amendments to IFRS.
30
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
The adoption of these standards and amendments have not had a material impact on the Group or
Company in the year.
In issue but not effective for periods commencing on 1 May 2020
A number of new standards and amendments to standards and interpretations are effective for annual
periods beginning after 1 April 2021 and have not been applied in preparing these financial statements.
None of these are expected to have a significant effect on the financial statements of the company, except
the following set out below:
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have
a material impact on the Group or Company
e) Segmental reporting
Identifying and assessing investment projects is the only activity the Group is involved in and is therefore
considered as the only operating/reportable segment. As the subsidiaries grow and acquire additional
properties and projects, management will then consider them as separate reportable segments.
Therefore the financial information of the single segment is the same as that set out in the Statement of
Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the
Statement of Cashflows.
f) Revenue from contracts with customers
Revenue relates to amounts contractually due under a property development agreement at the balance
sheet date relating to the stage of completion of a contract as measured by surveys of work performed to
date. Revenue is recognised for services when the Group has satisfied its contractual performance
obligation in respect of the services. The amount recognised for the services performed is the consideration
that the Group is entitled to for performing the services provided. Revenue from contracts with customers is
recognised over time.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change,
and may include cost contingencies to take into account specific risks within each contract. Cost
contingencies are reviewed on a regular basis throughout the life of the contract. However, the nature of the
risks on projects are such that they often cannot be resolved until the end of the project and therefore may
reverse until the end of the project. Any resulting increases or decreases in estimated revenues or costs are
reflected in profit or loss in the period in which the circumstances that give rise to the revision become known
by management. The estimated final outcomes on projects are continuously reviewed, and adjustments are
made when necessary. Provision is made for all known or expected losses on individual contracts once
such losses are foreseen.
Where costs incurred plus recognised profits less recognised losses exceed progress billings, the balance
is recognised as contract assets within trade and other receivables. Where progress billings exceed costs
incurred plus recognised profits less recognised losses, the balance is recognised as contract liabilities
within trade and other payables.
2. Summary of Significant Accounting Policies (continued)
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances with banks similar.
This definition is also used for the Statement of Cash Flows.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk.
The Group considers that it is not exposed to major concentrations of credit risk.
31
DUKEMOUNT CAPITAL PLC
h) Financial Instruments
Financial assets
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
The Group and Company classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value through profit or loss; and
• Those to be measured at amortised cost.
The classification depends on the business model for managing the financial assets and the contractual
terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following
criteria are met:
• The asset is held within a business model whose objective is to collect contractual cash flows; and
• The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method
and are subject to impairment. The Group’s and Company’s financial assets at amortised cost include trade
and other receivables, contract assets and cash and cash equivalents. A financial asset (or, where
applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
when:
• The rights to receive cash flows from the asset have expired; or
• The Group and Company has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay to a third party
under a ‘pass-through’ arrangement; and either (a) the Group and Company has transferred
substantially all the risks and rewards of the asset, or (b) the Group and Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
The Group currently does not recognise an allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss, as the effect would be immaterial on these financial
statements. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months,
the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s
lifetime ECL at each reporting date. The Group assesses a non-performing debt based on the payment
terms of the receivable.
32
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2. Summary of Significant Accounting Policies (continued)
i) Financial Instruments (continued)
i) Financial liabilities
Financial liabilities, comprising trade and other payables, are held at amortised cost.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
j) De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
•
•
•
the right to receive cash flows from the asset has expired;
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a pass-through arrangement; or
the Group has transferred the rights to receive cash flows from the asset, and either has transferred
substantially all the risks and rewards of the asset or has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
ii. Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
33
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2. Summary of Significant Accounting Policies (continued)
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the year. Tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other comprehensive income or recognised in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction
affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
Statement of Financial Position date and are expected to apply to the period when the deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
l) Equity
Equity comprises the following:
• Share capital representing the nominal value of the equity shares;
• Share premium representing consideration less nominal value of issued shares and costs directly
attributable to the issue of new shares;
• Share based payments reserve representing the fair value of share based payments valued in
accordance with IFRS 2.
34
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2. Summary of Significant Accounting Policies (continued)
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has issued warrants over the ordinary share capital as described in note 15. In accordance with
IFRS 2, the total amount to be expensed over the vesting period for warrants issued for services is
determined by reference to the fair value of the warrants granted, excluding non-market vesting conditions.
Non-market vesting conditions are included in assumptions about the number of warrants that are expected
to vest.
For warrants issued relating to the raising of finance, the relevant expense is offset against the share
premium account. The total amount to be expensed is determined by reference to the fair rate of the
warrants granted, excluding non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of warrants that are expected to vest.
o) Investments
Equity investments in subsidiaries are held at cost, less any provision for impairment.
p) Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (price risk), credit risk and liquidity
risk. The Group’s overall risk management programme seeks to minimise potential adverse effects on the
Group’s financial performance. None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so is not exposed to market risk in terms of
foreign exchange risk. The Group will require funding to acquire and develop and/or refurbish its properties
and accordingly will be subject to interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk – price risk
The Group was exposed to equity securities price risk because of investments held by the Group, classified
as available-for-sale financial assets. These assets were sold in the year, and therefore the carrying value
at the year end is £Nil, which represents the maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors will revisit the appropriateness of this policy
should the Group’s operations change in size or nature.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management
does not expect any losses from non-performance of these receivables. The amount of exposure to any
individual counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk, which is stated under the cash and cash equivalents accounting policy.
35
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2. Summary of Significant Accounting Policies (continued)
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due. The proceeds raised from the placing
are being held as cash to enable the Group to fund a transaction as and when a suitable target is found.
Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it targets a
suitable transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an
optimal capital structure. The Group has no borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
The Group monitors capital on the basis of the total equity held by the Group, being a net asset of £90,918
as at 30 April 2020 (2019: net asset £187,160).
q) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required by the preparation of the
financial statements in conformity with EU endorsed IFRSs. The resulting accounting estimates will, by
definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
i. Share based payments
In accordance with IFRS 2 ‘Share Based Payments’ the Group has recognised the fair value of warrants
calculated using the Black-Scholes option pricing model. The Directors have made significant assumptions
particularly regarding the volatility of the share price at the grant date in order to calculate a total fair value.
Further information is disclosed in Note 15.
ii) Percentage completion method used for long term contracts
The Group makes an estimate of the stage of completion of a development project based on the costs
incurred at the year end. Management then make assumptions regarding the collectability of billings and
expected future costs. The method used is as stated in the constructions contract accounting policy 2f).
Estimation uncertainty will exist with regard to the gross profit being recognised at the year end. The
Directors believe that this uncertainty is reduced to an acceptable level by using quantity surveyors’ reports
to assess the stage of contract completion at the year end.
iii) Intercompany balances
Subsequent to the year end, the Company has also commenced a group reorganisation process of novating
and capitalising intercompany debts and whilst this process is ongoing they have concluded that no
impairment is required at 30 April 2021.
36
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
3. Revenue
Analysis of turnover by geography:
United Kingdom
Analysis of turnover by category:
Property management and building development
services
All revenue is recognised over time.
4. Expenses by Nature
Directors’ fees
Establishment costs
Legal and professional fees
Listing/ regulatory costs
Travel and accommodation
Other expenses
Total Administrative Expenses
5. Directors’ Remuneration
Company
Geoffrey Dart
Paul Gazzard
Total
2021
2020
£
3,926,730
£
2,387,704
3,926,730
2,387,704
2021
£
2020
£
3,926,730
2,387,704
3,926,730
2,387,704
2021
£
102,500
27,219
460,629
89,689
2,791
58,808
______
741,636
______
2021
£
85,303
27,500
_____
112,803
______
2020
£
177,500
33,924
185,772
30,461
6,398
20,900
______
454,955
______
2020
£
150,000
27,500
_____
177,500
______
Other benefits of £10,303 (2020: £nil) were also paid to the directors.
Details of directors’ remuneration are included in the Directors’ Remuneration Report.
The average number of employees (including directors) during the year was 2 (2020: 2).
37
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
6. Services provided by the Company’s Auditors
During the year, the Group obtained the following services from the Group’s auditors and its associates:
2021
£
2020
£
26,250
11,250
37,500
24,150
11,550
35,700
Fees payable to the Company’s auditor for:
Audit of the Group and Company
Audit of the subsidiary undertakings
7. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to taxable losses.
Factors Affecting the Tax Charge for the Period
The tax credit for the period does not equate to the loss for the period at the applicable rate of UK Corporation
Tax of 19.00% (2020: 19.00%). The differences are explained below:
Loss for the period before taxation
Loss for the period before taxation multiplied by the standard
rate of UK Corporation of 19.00% (2019: 19.00%)
Losses carried forward on which no deferred tax asset is recognised
2021
2020
£
£
(913,827)
______
(331,649)
______
(173,627)
(63,013)
173,627
______
-
______
63,013
_____
-
_____
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 April 2020 against future profits are estimated
at £2,154,827 (2020 - £1,241,000).
A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to the level
of future taxable profits.
There is no expiry date on carried forward tax losses.
38
DUKEMOUNT CAPITAL PLC
8. Investment in subsidiaries
Company
Shares in Group Undertaking
As at 1 May
Additions in the year
At 30 April
Details of Subsidiaries
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
2021
£
101
-
2020
£
101
101
101
Details of the subsidiaries at 30 April 2021 are as follows:
Name of subsidiary
Country of
incorporation
Share
capital
held by
Parent
% share
capital held
Principal activities
DKE (North West
Limited)
DKE (Wavertree)
Limited
Dukemount Limited
England
100
England
England
1
1
100%
100%
100%
Property management and
development
Property management and
development
Dormant
The registered office of all subsidiary undertakings is the same as the parent company.
9. Trade and Other Receivables
Other receivables, including
prepayments
Amounts owed by group undertakings
Amounts recoverable on contracts
Group
2021
£
Company
2021
£
Group
2020
Company
2020
£
15,100
14,496
327,075
297,931
-
561,216
576,316
118,828
-
133,324
-
282,483
609,558
-
-
297,931
The fair value of all receivables is the same as their carrying values stated above.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. The
Group does not hold any collateral as security.
Amounts recoverable on contracts represents sales invoices issued after 30 April 2021 in respect of work
undertaken during the year ended 30 April 2021 with appropriate provision being made in accruals and
deferred income for costs incurred in undertaking such work but which had not been invoiced at 30 April
2021.
Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and
repayable on demand. Advances were made to the subsidiaries in order to fund the redevelopment project.
39
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
10. Dividends
No dividend has been declared or paid by the Company during the year ended 30 April 2021 (2020: Nil).
11. Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Group by the
weighted average number of ordinary shares in issue during the year. In accordance with IAS 33, basic and
diluted earnings per share are identical as the effect of the exercise of the warrants would be to decrease
the loss per share.
2021 2020
£ £
Loss attributable to equity holders of the Group
Total
Weighted average number of ordinary shares in issue (thousands)
913,827
______
331,646
______
913,827
______
331,646
______
456,930
______
366,766
_____
Basic and diluted profit per share
£ £
2021
2020
Continuing Operations – basic and diluted
0.0020
0.00090
12. Share Capital
Group and Company
Allotted, issued and fully paid
Beginning of year
New shares issued
At 30 April 481,283,666 ordinary shares of £0.001 each
(2020: 439,033,666 ordinary shares of £0.001 each)
2021
No.
(000’s)
2020
No
(000’s)
439,033
42,250
366,166
72,867
481,283
439,033
40
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
13. Share Premium
Group and Company
At 1 May 2020
Issue of shares
At 30 April 2021
14. Share Based Payments
Share
Premium
£
971,838
169,000
Share issue
costs
£
(19,627)
(6,176)
Net Share
Premium
£
952,211
162,824
1,140,838
(25,803)
1,115,035
Details of the warrants outstanding at 30 April 2021 are included below. The fair value of the warrants was
determined using the Black Scholes valuation model. The parameters used are detailed below:
Warrant granted on:
Warrant life remaining (years)
Warrants granted
Risk free rate
Expiry date
Exercise price (£)
Expected volatility
Expected dividend yield
Marketability discount
Total fair value of warrants
granted (£)
Various dates
between 8
September 2011
and
26 October 2011
2 years
25,925,000
2.2%
8 September 2021
0.005
20%
-
20%
At 29 March 2017
3 years
27,064,000
0.5%
29 March 2023
0.005
20%
-
20%
23,308
7,125
The expected volatility for the warrants granted is based on the historical share price volatility of similar
listed entities from their date of admission to the market up to the completion of the first six months of trading.
This is considered to be the most reasonable measure of expected volatility, given the relatively brief trading
history of the Group.
The warrants issued in 2017 have been modified in the year, with their expiry date being extended until 29
March 2023. The fair value adjustment as required under IFRS 2 as a result of this modification was
immaterial and as such no change in the fair value has been reflected in the Financial Statements.
The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant
life. A reconciliation of warrants in issue over the period to 30 April 2021 is shown below:
As at 1 May 2020
Exercised during year
Outstanding as at 30 April 2021
Exercisable at 30 April 2021
Number Weighted average
exercise price (£)
0.005
0.005
0.005
52,989,000
(42,250,000)
10,739,000
10,739,000
_________
0.005
_____
The weighted average contracted and expected life (years) for the above warrants is 1 year (2020 – 1
year).
41
DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
15. Trade and Other Payables
Trade payables
Amounts due to group
companies
Accruals
Accrued property costs
Group
2021
£
Company
2021
£
Group
2020
£
Company
2020
£
1,052,660
-
166,148
-
615,038
-
124,439
-
386,664
-
114,449
425,938
210,028
255,184
106,128
-
1,218,808
739,477
927,051
571,340
Accrued property costs represents the cost of property work undertaken as at 30 April 2021.
16. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes the ongoing assessments of interest rate
management and borrowing policy. The Board approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds through the placing of shares.
There are no material differences between the book value and fair value of the financial instruments.
Carrying amount of
financial assets
Measured at amortised
cost
Carrying amount of
financial liabilities
Measured at amortised
cost
17. Capital Commitments
Group
2021
£
Company
2021
£
Group
2020
£
Company
2020
£
600,973
147,829
537,518
255,034
600,973
147,829
537,518
255,034
1,218,808
739,477
927,051
571,340
1,218,808
739,477
927,051
571,340
There were no capital commitments authorised by the Directors or contracted for at 30 April 2021.
18. Related Party Transactions
The Directors are Key Management and information in respect of key management is given in Note 5.
At 30 April 2021, the Company was due from DKE (Wavertree), a wholly owned subsidiary of the Group,
£103,065 (2020: due to £31,135)
At 30 April 2021, the Company was due from DKE (Northwest), a wholly owned subsidiary of the Group,
£15,763 (2020: due to £224,049).
19. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
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DUKEMOUNT CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2021
20. Events after the reporting period
On 4 May 2021, the Company announced it had entered into a 12-month convertible unsecured loan facility
for £1,000,000 ("Facility") with a consortium arranged by Sanderson Capital Partners Limited the
("Lenders"), of which £500,000 is available immediately and the additional £500,000 available conditional
on certain milestones being met by the Company.
On 15 June 2021 the Company issued 13,286,713 ordinary shares to the consortium arranged by
Sanderson Capital Partners Limited as payment under the Facility Agreement in relation to fees. The
availability fee of £70,000, £10,000 drawdown fees and reimbursement of legal fees were converted into
ordinary shares at 0.715p.
In addition to the above arrangement, 3,846,153 ordinary shares have been issued to Miriad Limited under
an agreement for the provision of Investor Relations services for an initial 12 months, which equates to
£25,000 at 0.65p.
On 20 May the Company announcemed that it has entered into a Joint Venture Agreement in relation to
flexibility power expert HSKB Ltd ("HSKB"), of which Dukemount non-executive director Paul Gazzard is a
founder. Pursuant to the Joint Venture Agreement, Dukemount will acquire 50% of the issued share capital
of HSKB for nominal value.
Dukemount successfully signed off a subordinated funding package necessary to enable completion of the
senior debt funding for the gas peaking projects in September 2021 and announced in October 2021 that
HSKB Limited ("HSKB"), in which Dukemount holds a 50% interest, that it has successfully completed the
purchase of two special purpose companies. Each company contains an 11kV gas peaking facility, which
are ready to build, with full planning permission and grid access. HSKB has also changed its name to DKE
Flexible Energy Limited ("DKE Energy"). DKE Energy will initially build two gas peaking facilities.
Dukemount will manage the construction of the two sites and provide its knowledge of long-dated income
funding and finance to optimize the capital structure. DKE Energy's management brings its technical,
operational and market expertise of the UK flexible power market, as well as access to a pipeline of further
deals. Dukemount believes the opportunities presented by this joint venture to be an important milestone
for Dukemount to meet its projected growth targets. Dukemount is set to rollout further joint venture projects
with a focus on gas peaking and battery storage facilities. Both asset types balance the fluctuating power
requirements of the grid during periods of high-level demand or shortfalls of electricity supply: a problem
which is set to become more acute in the transition to a greater reliance on renewable energy sources
Further to its announcement of 15 September 2021 regarding the signing of the subordinated funding
package necessary to enable completion of the senior debt funding for the gas peaking projects, Dukemount
issued 15,119,442 ordinary shares ("New Shares") at a subscription price of 0.3077 pence per ordinary
share (being 93% of the lowest daily VWAP of the last 10 Trading Days (being VWAP of 0.3308 pence
reported on 13 September 2021) in settlement of the implementation fees arising under such funding
package.
Subsequent to the year end, the Company has also commenced a group reorganisation process of novating
and capitalising intercompany debts and whilst this process is ongoing they have concluded that no
impairment is required at 30 April 2021.
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