RNS Number : 3962B
Dukemount Capital PLC
30 January 2024
Dukemount Capital Plc
("Dukemount" or the "Company")
Publication of Annual Report for Year ending September 2023
The Board of Dukemount are pleased to announce the Company's audited financial statements
for the year ended 30 September 2023.
The Annual Report will be available on
the Company's corporate website at
www.dukemountcapitalplc.com
For further information, please visit www.dukemountcapitalplc.com or contact:
Dukemount Capital Plc Email: info@dukemountcapitalplc.com
Geoffrey Dart / Paul Gazzard
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Lucy Williams/Duncan Vasey
Chairman's Statement
I hereby present the annual financial statements for the period ended 30 September 2023.
During the period the Group reported a loss of £407,977 (2022: loss of £1,127,395). These
losses arose in the course of the Group pursuing transactions, maintaining the Company's listing
on the Official List of the UK Listing Authority by way of a standard listing including consultancy
and professional fees and servicing debt. As at the Statement of Financial Position date the
Group had £16,650 (2022: £19,214) of cash balances.
In May 2021, the Company entered into a Joint Venture Agreement in relation to flexibility power
expert HSKB Ltd ("HSKB"). Pursuant to which Dukemount acquired 50% of the issued share
capital of HSKB for nominal value. HSKB changed its name to DKE Flexible Energy Limited
("DKE Energy"). The Company was deemed to exercise control through its direct and indirect
shareholding of DKE Energy which was treated as a subsidiary with full consolidation into the
Group financial statements.
In September 2021, the Company signed off a subordinated funding package and announced in
October 2021 that DKE Energy had successfully completed the purchase of two special purpose
companies, each company containing an 11kV gas peaking facility, ready to build, with full
planning permission and grid access. In October 2022 the Company announced that DKE
Energy had completed the sale of the previously purchased two special purpose companies
containing the 11kV gas peaking facility for an aggregate sale price of £350,000. The Company
had little choice but to pursue the sale despite having the funding in place to construct these
assets. The listing rules for standard list companies changed in December 2022 to require a
minimum market capitalization of £30m for any reverse, transaction or listed value of the
company, far below the combined value of these two assets in the state they were being
purchased or post construction. Thus, the regulatory environment that evolved for Dukemount,
as a standard listed company, during the transaction to buy and then fund the construction of the
two assets meant the Company had no option but to dispose of these assets. The proceeds of
the sale, £350,000 in aggregate, were used to repay a portion of the sums owing to the lenders
of the subordinated funding package.
Further to the disposal the lenders agreed to advance net proceeds of £50,000 in aggregate in
addition to restructuring their existing funding arrangement. The maturity date for the existing
debt plus the further advance is 24 months from the date of the Advance (being 10 October
2024). The proceeds of the further advance were used to settle accrued liabilities of the
Company.
Following it's annual general meeting ("AGM") on 12 January 2024, the Company has undergone
a Capital Reorganisation and Chesterfield Capital Limited has converted an existing £500,000
debt. Further, through extensive discussions with the existing noteholders pursuant to the
existing funding agreement, the directors executed a net advance of £40,000 to fund immediate
capital requirements.
The Company has also now agreed an irrevocable conditional amendment to the Existing
Funding that its
existing debt (inclusive of the further £40,000 advance) will be reduced to £900,000; no interest
or fees will accrue during the term ;all rights to receive warrants pursuant to the Existing Funding
are released and waived and a 24 month repayment term from the date of the amendment being
effective
The board has therefore taken steps through restructuring the Company's funding routes, to
ensure that the financial position and prospects of the Company are maintained to facilitate a
future reverse transaction.
I would like to thank all those who have assisted and supported the Group during the period.
Paul Gazzard
Director
29 January 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital plc (the 'group') for the period
ended 30 September 2023 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 UK-adopted international accounting standards 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 September 2023 and of the group's loss for the
period then ended;
• the group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards;
• the parent company financial statements have been properly prepared in accordance
with UK-adopted international accounting standards 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.
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.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the group is dependent
on successful fundraising or a future reverse takeover transaction to continue as a going concern.
The group has no contracts in place at year-end or after year-end, with no trading plans.
Additionally, the group has a cash balance at the date of approval of the financial statements that
would not be able to support its operations and overheads for the following twelve months. As
stated in note 2, these events or conditions, along with the other matters as set forth in note 2,
indicate that a material uncertainty exists that may cast significant doubt on the company's ability
to continue as a going concern. Our opinion is not modified in respect of this matter.
It is a requirement of IFRS that, in determining that the going concern basis is appropriate, the
directors must consider a period of at least twelve months from the date of approval of the
accounts.
Our work in relation to going concern included:
• Discussing future plans with management and review of forecasts;
• Considering the appropriateness and sensitivity of assumptions used in the
preparation of the forecasts;
• Reviewing the results of subsequent events and assessing the impact on the financial
statements;
• Reading board minutes for references to financing difficulties;
• Considering whether management have used all relevant information in their
assessment and enquiring whether any known events or conditions beyond the period
of assessment may affect going concern; and
• Reviewing and considering the impact of any new and amended borrowing
arrangements entered into after the year-end to assist the group to continue its
operations.
In view of the requirement to raise additional funds there is a material uncertainty with regard to
going concern because although the directors are confident they can raise adequate funding that
funding has not been agreed.
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 company's ability to continue to adopt the going concern basis of
accounting included reviewing management's assessment and going concern forecasts for the
next twelve months and forming an opinion on whether the current financial position has the ability
to fund the group's costs for that period.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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 £28,000 (2022:
£27,000), with the parent company materiality set at £28,000 (2022: £25,000). Performance
materiality was set at £21,000 (2022: £16,000) and £21,000 (2022: £15,000) respectively. The
overall materiality was based on 10% of loss before taxation (2022: 3% of net assets). Several
adjustments were identified during the course of the audit that were individually considered to be
material and adjusted for by management which would have increased materiality, however the
planned materiality level of £28,000 was retained.
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 £1,000 (2022: £1,350) and £1,000 (2022: £1,250) for the
group and parent company respectively.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Group and parent Company and their
environment, including the parent Company's systems of internal control and assessing the risks
of material misstatement.
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, notably management's assessment of
going concern and considered future events that are inherently uncertain.
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.
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.
In addition to the Material uncertainty related to going concern noted above, as set out below we
have determined Management override of controls to be the key audit matter to be communicated
in our report.
Key audit matter
Management override of controls
How our scope addressed this matter
Under ISA (UK) 240 The Auditor's
Responsibilities Relating to Fraud in an Audit of
Financial Statements, there is a presumed
significant risk of management override of the
system of internal controls.
We considered the potential for the
manipulation of financial results to be a
significant fraud risk.
Our work in this area included:
The primary responsibility for the prevention
and detection of fraud rests with management.
Their role in the detection of fraud is an
extension of their role in preventing fraudulent
activity.
Management are responsible for establishing a
sound system of internal control designed to
support the achievement of policies, aims and
objectives and to manage risks facing an entity;
this includes the risk of fraud.
Management are in a unique position to
perpetrate fraud because of their ability to
manipulate accounting records and prepare
fraudulent financial statements by overriding
controls that otherwise appear to be operating
effectively.
• A review of journals processed
during the period under review and in
the preparation of the financial
statements to determine whether
these were appropriate.
• We reviewed bank transactions
throughout the period and since the
year end for material and round sum
amounts and evidenced these back
to appropriate documentation.
• A review of key estimates,
judgements and assumptions within
the financial statements for evidence
of management bias and agreement
of any such to appropriate supporting
documentation.
• An assessment of whether the
financial results and accounting
records included any significant or
unusual transactions where the
economic substance was not clear.
Our conclusion
Overall, we are satisfied that the accounting
records and financial statements are free
from material misstatement in this respect.
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.
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
period 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 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 statement of directors' responsibilities, 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 ability of the group and parent company 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 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 evaluated the Directors' and management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls) and determined
that the principal risks were related to posting manual journal entries to manipulate financial
performance, management bias through judgements and assumptions in significant accounting
estimates and significant one-off or unusual transactions.
• Our audit procedures were designed to respond to those identified risks, including
non-compliance with laws and regulations (irregularities) and fraud that are material
to the financial statements. Our audit procedures included but were not limited to:
• Discussing with the Directors and management their policies and procedures
regarding compliance with laws and regulations;
• Communicating identified laws and regulations throughout our engagement team
and remaining alert to any indications of non-compliance throughout our audit; and
• Considering the risk of acts by the parent company which were contrary to applicable
laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and management on whether they had knowledge
of any actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks
related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by
performing journal entry testing.
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 5 January 2024 to audit the financial statements for the period
ended 30 September 2023 and subsequent financial periods. Our total uninterrupted period of
engagement is 1 year.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group
or the parent company and we remain independent of the group and the parent company in
conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
29 January 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 SEPTEMBER 2023
The Accounting Policies and Notes form part of the financial statements.
Continuing operations
Other income
Administrative expenses
Impairment of receivables
Operating loss
Interest received
Finance charges
Loss before taxation
Income tax
Loss for the year from continuing
operations
Discontinued operations
Note
Group
30 September 2023
£
Group
30 April 2022
£
3
9
3
6
3,731
(124,227)
-
(120,496)
-
(190,094)
(310,590)
-
5,033
(283,162)
(578,779)
(856,908)
-
(242,773)
(1,099,681)
-
(310,590)
(1,099,681)
Loss for the period/ year from
discontinued operations
Total comprehensive income for the
period/ year
Total comprehensive income for the
year attributable to:
Owners of Dukemount Capital Plc
Non-controlling interests
Earnings / (loss) per share attributable
to equity owners
8
(97,387)
(27,714)
(407,977)
(1,127,395)
(359,284)
(48,693)
(1,176,088)
48,693
(407,977)
(1,127,395)
Basic and diluted (pence)
11
(0.0006)
(0.0022)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
Assets
Non current assets
Intangible assets
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
Note
30 September
2023
30 April 2022
8
9
12
13
£
-
-
534
16,650
£
350,000
350,000
38,164
19,214
17,184
407,378
616,243
1,249,305
2,960
(3,752,485)
513,535
1,249,305
2,960
(3,344,508)
(1,883,977)
(1,578,708)
Trade and other payables
15
1,901,161
1,986,086
Total Equity and Liabilities
17,184
407,378
Total equity and liabilities
attributable to :
Owners of Dukemount Capital Plc
Non-controlling interests
17,184
-
358,685
48,693
17,184
407,378
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
Note
30 September 2023
£
30 April 2022
£
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
7
9
12
13
15
101
350,601
422
15,897
_______
16,420
_______
616,243
1,249,305
2,960
(3,661,004)
_______
(1,792,496)
1,808,916
_______
16,420
_______
13,436
16,115
_______
380,152
_______
513,535
1,249,305
2,960
(3,321,698)
_______
(1,555,898)
1,936,050
_______
380,152
_______
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 period was £339,306 (2022: £1,130,772) and the
total comprehensive loss for the period was £339,306 (2022: £1,130,772).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
Share
based
payment
reserve
Retained
deficit
Total
Non
controlling
interests
Total
Equity
£
£
£
£
£
481,283
1,115,035
2,960
(2,217,113)
(617,835)
£
-
£
(617,835)
-
-
-
-
-
-
-
-
(1,176,088)
(1,176,088)
48,693
(1,127,395)
-
-
-
-
-
(1,176,088)
(1,176,088)
48,693
(1,127,395)
32,252
134,270
-
-
32,252
134,270
-
-
-
-
-
-
166,522
-
166,522
-
-
-
166,522
-
166,522
513,535
1,249,305
2,960
(3,393,201)
(1,627,401)
48,693
(1,578,708)
513,535
1,249,305
2,960
(3,393,201)
(1,627,401)
48,693
(1,578,708)
-
-
-
-
-
-
-
-
-
(359,284)
(359,284)
(48,693)
(407,977)
-
-
-
-
(359,284)
(359,284)
(48,693)
(407,977)
Balance as at 1
May 2020
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
Balance as at
30 April 2022
Balance as at 1
May 2022
Loss for the
period
Other
comprehensive
income
Total
comprehensive
income for the
period
Transactions
with equity
owners
Issue of ordinary
shares
102,708
Total
transactions
with owners
Balance as at
30 September
2023
102,708
-
-
-
-
-
-
-
102,708
616,243
1,249,305
2,960
(3,752,485)
(1,883,977)
-
-
-
102,708
102,708
(1,883,977)
COMPANY STATEMENT OF CHANGES IN EQUITY
Share
Capital
Share premium
£
481,283
£
1,115,035
Share
based
payment
reserve
£
2,960
-
-
-
-
-
-
32,252
32,252
134,270
134,270
-
-
-
-
-
Retained
deficit
Total
£
(2,190,926)
£
(591,648)
(1,130,772)
-
(1,130,772)
-
(1,130,772)
(1,130,772)
-
-
166,522
166,522
513,535
1,249,305
2,960
(3,321,698)
(1,555,898)
Balance as at 1 May
2020
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
Balance as at 30 April
2022
Balance as at 1 May 2022
513,535 1,249,305
2,960
(3,321,698)
(1,555,898)
Loss for the period
Other comprehensive income
Total comprehensive income for
the year
Transactions with equity
owners
Issue of ordinary shares
-
-
-
102,708
Total transactions with owners 102,708
-
-
-
-
-
-
-
-
-
-
(339,306)
(339,306)
-
(339,306)
-
(339,306)
-
-
102,708
102,708
Balance as at 30 September
2023
616,243 1,249,305
2,960
(3,661,004)
(1,792,496)
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash Flows from Operating Activities
Loss before taxation
Changes in working capital:
Shares issued in lieu of expenses
Impairment of goodwill
Impairment of receivables
(Increase)/decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
Net Cash (used in) Operating Activities
Cash Flows from Financing Activities
Net proceeds from issue of shares
Loans received
Loans repaid
Net Cash (used in)/ generated from Financing
Activities
Cash Flows from Investing Activities
Investment in subsidiary
Disposal of investment in subsidiary
Net cash generated from/ (used in) Investing
Activities
Note
30 September
2023
£
30 April
2022
£
(407,977)
(1,127,395)
8
9
9
15
-
15
74,575
-
-
37,630
34,214
30,727
125,101
578,779
(40,627)
(232,722)
(261,558)
(666,137)
-
123,994
(215,000)
-
1,000,000
-
(91,006)
1,000,000
-
350,000
(339,306)
-
350,000
(339,306)
Net Decrease in Cash and Cash Equivalents
(2,564)
(5,443)
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the
Period
19,214
16,650
24,657
19,214
COMPANY STATEMENT OF CASH FLOWS
Cash Flows from Operating Activities
Loss before taxation
Note 30 September
2023
£
30 April
2022
£
(339,306)
(1,130,772)
Adjustments for:
Changes in working capital:
Provision against intra group loans
Impairment charge
Shares issued in lieu of expenses
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
9
8
9
15
20,451
-
74,575
13,014
(27,946)
491,628
125,101
30,727
1,060
(176,828)
Net Cash used in Operating Activities
(259,212)
(659,084)
Cash Flows from Investing Activities
Investment in subsidiary
Disposal of investment in subsidiary
Net Cash used in Investing Activities
Cash Flows from Financing Activities
-
350,000
(339,306)
-
350,000
(339,306)
Loans received
Loans repaid
15
123,994
(215,000)
1,000,000
-
Net Cash (used in)/ generated from Financing
Activities
Net (Decrease)/ increase in Cash and Cash
Equivalents
(91,006)
1,000,000
(218)
1,610
Cash and cash equivalents at the beginning of the year
16,115
14,505
Cash and Cash Equivalents at the End of the Period
15,897
16,115
The Accounting Policies and Notes form part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
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 ensure that the financial position and prospects of the Company
are maintained to facilitate a future reverse transaction.
The parent company's registered office is located at 70 Jermyn Street, London SW1Y 6NY.
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 UK-
adopted international accounting standards and with the requirements of the Companies Act 2006
as applicable to companies reporting under those standards. 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 financial statements include the Parent company, its wholly owned subsidiaries
DKE (North West) Limited and DKE (Wavertree) Limited and DKE Flexible Energy Limited in
which the Company acquired a 50% equity interest and was deemed to exercise control from the
date of its acquisition on 20 May 2021 until it was dissolved on 22 August 2023.
The individual entity financial statements of each subsidiary were prepared in accordance with
United Kingdom Generally Accepted Accounting Practice (FRS 101).
The directors resolved in September 2023 to extend the accounting reference date from 30 April
to 30 September; accordingly the current period is for 1 May 2022 to 30 September 2023.
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.
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.
The Group's interest in Gas Peaking projects is treated as a business combination instead of an
asset acquisition as there is an intention to enter that business, supported by a business plan.
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.
In making their assessment of going concern, the Directors have discussed the Company's position
with its funders and professional advisors. In January 2024 the Company agreed a term sheet with
its current investors and broker in which its broker will facilitate a capital investment into the
Company in the near-term of circa £500,000 and a commitment to pay certain outstanding fees
The Group's forecasts and projections, taking account of reasonably possible changes in trading
performance, show that the Group has sufficient funds available to it following events after the year
end.
The Directors note that the Group has always been successful with past fundraises and continue
to believe strongly in the Group's potential. However, the success of securing funding or a reverse
transaction has been identified as a material uncertainty which may cast significant doubt over the
going concern assessment. Whilst acknowledging this uncertainty, based upon the expectation of
completing a successful fundraising in the near future, and the continued support of it investors
and broker, the Directors consider it appropriate to continue to prepare the financial statements on
a going concern basis.
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2022
The Company has considered the following amendments to published standards that are effective
for the Company for the financial period beginning 1 May 2022 and concluded that they are either
not relevant to the Company or that they do not have a significant impact on the Company's
financial statements other than disclosures.
• IAS 37 - Provisions, Contingent Liabilities and Contingent Assets -
Amendments regarding the costs to include when assessing whether a
contract is onerous
• IAS 16 - Property, Plant and Equipment - Amendments prohibiting an entity
from deducting from the cost of property, plant and equipment amounts
received from selling items produced while the entity is preparing the asset
for its intended use
• IFRS 3 - Business Combinations - Reference to the Conceptual Framework
In issue but not effective for periods commencing on 1 May 2022
The following standards and revisions will be effective for future periods:
• IFRS 7 - Financial Instruments: Disclosures - Supplier finance
arrangements
• IFRS 10 - Consolidated Financial Statements - Amendments regarding
the sale or contribution of assets between an investor and its associate or
joint venture
• IFRS 16 - Leases - Amendments regarding seller-lessor subsequent
measurement in a sale and leaseback transaction
• IFRS 17 'Insurance Contracts' - New accounting standard
• IAS 1 - Presentation of Financial Statements - Amendments regarding the
disclosure of accounting policies, Amendments regarding the
classification of liabilities and Amendments regarding the classification of
debt with covenants
• IAS 7 - Statement of Cash Flows - Supplier finance arrangements
• IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
- Amendments regarding the definition of accounting estimates
• Amendments to IAS 8 'Accounting Policies, Changes in Accounting
Estimates and Errors' on the definition of accounting estimates
• IAS 12 - Income Taxes - Amendments regarding deferred tax on leases
and decommissioning obligations
• IAS 28 - Investments in Associates and Joint Ventures - Amendments
regarding the sale or contribution of assets between an investor and its
associate or joint venture
The Company has considered the impact of the remaining above standards and revisions and
have concluded that they will not have a significant impact on the Company's financial
statements.
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.
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.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances with banks.
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.
h) Financial Instruments
Financial assets
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.
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.
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the period. 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 nor 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.
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has warrants over the ordinary share capital as described in note 14. 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.
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 £17,184 as at 30 September 2023 (2022: net asset £407,378).
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 UK-adopted international accounting
standards. 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 14.
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.
3. Expenses by Nature
Directors' fees
Establishment costs
2023
£
-
-
2022
£
51,250
28,733
Legal and professional fees
Listing/ regulatory costs
Travel and accommodation
Other expenses
Finance charges
Impairment (Note 8)
Impairment (Note 9)
Total Administrative Expenses
62,365
58,131
-
-
190,094
-
-
310,590
40,763
26,592
2,196
3,494
242,773
125,101
578,779
1,099,681
Finance charges relate to fees and interest incurred in financing activities; £190,094 (2022:
£242,773) of which £74,575 (2022: £141,522) was satisfied by the issue of ordinary shares.
4. Directors' Remuneration
Company
Geoffrey Dart
Paul Gazzard
Total
2023
£
-
-
_____
-
______
2022
£
37,500
13,750
_____
51,250
______
The Directors have elected not to be paid, nor accrue their entitlement. Other
benefits of £nil (2022: £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 period was 2
(2022: 2).
5. Services provided by the Company's Auditors
During the year, the Group obtained the following services from the Group's auditors:
Fees payable to the Company's auditor for:
Audit of the Group and Company:
Royce Peeling Green Limited
PKF Littlejohn LLP
Audit of the subsidiary undertakings:
Royce Peeling Green Limited
PKF Littlejohn LLP
6. Taxation
2023
£
2022
£
28,000
-
-
70,000
2,000
-
30,000
-
-
70,000
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 21.12% (2022: 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 21.12% (2022: 19.00%)
Losses carried forward on which no deferred tax asset is recognised
Non taxable items
2023
£
2022
£
(407,977)
______
(1,127,395)
______
(86,164)
(214,205)
65,596
20,568
______
-
______
214,205
-
______
-
______
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 September 2023 against future profits
are estimated at £3,971,152 (2022: £3,907,301).
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.
7. Investment in subsidiaries
Company
Shares in Group Undertakings
As at 1 May
Additions/(disposal) in the year
Impairment (note 8)
At 30 April
2023
£
2022
£
350,601
(350,500)
-
101
101
475,601
(125,101)
350,601
Details of Subsidiaries
Details of the subsidiaries at 30 September 2023 are as follows:
Name of subsidiary
Address of
registered office
Country of
incorporation
% share
capital held
Principal
activities
Share
capital
held by
Parent
DKE (North West)
Limited
70 Jermyn Street,
London, UK
England
100
100%
DKE (Wavertree)
Limited
70 Jermyn Street,
London, UK
England
Dukemount Limited
70 Jermyn Street,
London, UK
England
1
1
100%
100%
Property
management
and
development
Property
management
and
development
Dormant
8. Intangible assets
As at 1 May 2022
Disposal in the period
At 30 September 2023
Goodwill
2023
£
350,000
(350,000)
-
On 1 October 2021 the Group purchased two special purpose companies, ARL 018 Limited and
ADV 001 Limited through its subsidiary undertaking, DKE Flexible Energy Limited ("DKE Energy")
resulting in goodwill on consolidation at 30 April 2022 of £475,101. Each company containing the
rights to an 11kV gas peaking facility, ready to build, with full planning permission and grid access.
In performing an assessment of the carrying value of the assets at 30 April 2022, the Directors
concluded that as no development activity had been undertaken during the year ended 30 April
2022, it was appropriate to book an impairment of £125,101, resulting in a carrying value of
£350,000 at 30 April 2022. The Directors formed this opinion based upon their calculation of
estimated fair value less cost to sell. This was considered to be in excess of the carrying value of
the asset.
The regulatory environment that evolved during the period since acquisition to buy and then fund
the construction of the two assets meant there was no real activity during the period and on 5
October 2022, DKE Flexible Energy Limited sold the two special purpose companies, for an
aggregate sale price of £350,000 resulting in a loss on disposal of the discontinued operation of
£97,387.
The proceeds of the sale were used to repay a portion of the sums owing to the Company's
lenders.
DKE Flexible Energy Limited was dissolved on 22 August 2023.
Results of discontinued operations comprised:
Administrative expenses
Other income
Impairment of goodwill
Loss on disposal
9. Trade and Other Receivables
2023
£
-
-
-
(97,387)
2022
£
(27,642)
125,029
(125,101)
-
(97,387)
(27,714)
Other receivables, including
prepayments
Amounts owed by group undertakings
Group
2023
£
534
-
534
Company
2023
£
Group
2022
Company
2022
£
422
-
422
38,164
13,436
-
38,164
-
13,436
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 due from group undertakings are unsecured, interest free, have no fixed date of
repayment and repayable on demand.
10. Dividends
No dividend has been declared or paid by the Company during the period ended 30 September
2023 (2022: £nil).
11. Earnings/ (loss) per share
Basic earnings/ (loss) per share is calculated by dividing the profit/ (loss) attributable to equity
holders of the Group by the weighted average number of ordinary shares in issue during the period/
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.
2023 2022
£ £
Loss attributable to equity holders of the Group 359,284 1,127,395
______ ________
Total 359,284 1,127,395
______ ________
Weighted average number of ordinary shares in issue (thousands) 582,659 504,873
______ ________
Basic and diluted loss per share 2023 2022
£ £
Continuing Operations - basic and
diluted (0.0006) (0.0022)
12. Share Capital
Group and Company
Allotted, issued and fully paid
Beginning of year
2023
No.
(000's)
2022
No
(000's)
513,535
481,283
New shares issued (102,707,190 ordinary shares of £0.001 each)
102,708
32,252
At end of period
616,243,164 ordinary shares of £0.001 each
616,243
513,535
(2022: 513,535,974 ordinary shares of £0.001 each)
13. Share Premium
Group and Company
At 1 May 2022
Issue of shares
At 30 September 2023
14. Share Based Payments
Share Premium
£
1,274,108
-
1,274,108
Share issue
costs
£
(25,803)
-
(25,803)
Net Share
Premium
£
1,249,305
-
1,249,305
Details of warrants outstanding at 30 September 2023 are included below.
As at 1 May 2022
Expired during period
Outstanding/ exercisable as at 30 September 2023
15. Trade and Other Payables Restated
Number
64,000
(64,000)
-
Weighted
average exercise
price (£)
0.005
0.005
-
Trade payables
Other loans
Accruals
Group
2023
£
Company
2023
£
Group
2022
£
Company
2022
£
102,560
1,678,601
120,000
91,406
1,597,510
120,000
306,296
1,601,250
78,540
272,549
1,601,250
62,251
1,901,161
1,808,916
1,986,086
1,936,050
Comparative balances have been restated as to the analysis of trade creditors and other loans.
In May 2021, the Company entered into a 12-month interest free convertible unsecured loan facility
for £1,000,000 ("Facility"). The Facility was convertible at the election of the Company or the
Lenders into ordinary shares at a deemed issued price of £0.0065 per share, subject to the
Company having sufficient authorities in place and to the publication of any prospectus required
pursuant to the Prospectus Regulation Rules. In June 2021, the Company issued 13,286,713
ordinary shares as payment under the Facility Agreement in relation to fees. An availability fee of
£70,000, £10,000 drawdown fees and reimbursement of legal fees were converted into ordinary
shares at 0.715p.
In September 2021, the Company signed off a subordinated funding package necessary to enable
completion of the senior debt funding for the gas peaking projects first announced via its JV with
HSKB in March 2021. The funding package assembled by the Company comprised: £3,000,000
mezzanine, 18 month loan facility with 4 month repayment holiday. £1,000,000 was drawn down
immediately upon execution.
On 5 October 2022 the Company announced it had completed the sale of two special purpose
companies for an aggregate sale price of £350,000. The proceeds of the sale were used to repay
a portion of the sums owing to the lenders. Further to the disposal, the lenders agreed to advance
net proceeds of £50,000 in aggregate in addition to restructuring their existing funding
arrangement. The maturity date for the existing debt plus the further advance is 24 months from
the date of the Advance (being 10 October 2024). The proceeds of the further advance were used
to settle accrued liabilities of the Company.
There was a balance of £1,097,510 at 30 September 2023 (April 2022: £1,101,250) including
charges and accrued interest. The terms of this new facility were varied in October 2022 with total
amounts due deferred and to be repaid under new terms.
The board has taken steps to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction. To that end, the board has confirmed that the
directors have released the Company from all accrued but unpaid emoluments. Following the year
end, Chesterfield Capital Limited has converted its outstanding balance of £500,000 into ordinary
shares (Note 20).
The restructuring and further advance debt terms have since the year end, been amended (Note
20). The existing debt is now reduced to £900,000. No interest or fees will accrue during its 24
month term.
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
financiainstruments.
Carrying amount of
financial assets
Measured at amortised
cost
Carrying amount of
financial liabilities
Measured at amortised
cost
17 Capital Commitments
Group
2023
£
Company
2023
£
Group
2022
£
Company
2022
£
17,184
16,420
407,378
380,152
17,184
16,420
407,378
380,152
1,901,161
1,808,916
1,986,086
1,936,050
1,901,161
1,808,916
1,986,086
1,936,050
There were no capital commitments authorised by the Directors or contracted for at 30 September
2023.
18. Related Party Transactions
The Directors are Key Management and information in respect of key management is given in Note
4.
At 30 September 2023, the Company was due £230,885 (2022: £223,365) from DKE (Wavertree)
Limited, its wholly owned subsidiary. The Company has provided against this amount in full.
At 30 September 2023, the Company was due £281,194 (2022: £268,263) from DKE (Northwest)
Limited, its wholly owned subsidiary. The Company has provided against this amount in full.
At 30 September 2023, the Company was due £nil (2022: £339,306) from DKE Flexible Energy
Limited, a company in which Dukemount owned 50% of the shares and in which Paul Gazzard
was a shareholder. DKE Flexible Energy Limited sold its interests in ADV 001 Limited and ARL
018 Limited for aggregate proceeds of £350,000 in October 2022 which was paid back to the
Company.
At 30 September 2023 the Company owed Chesterfield Capital Limited £500,000 (2022: £500,000)
under an unsecured 0% convertible loan instrument dated 8 December 2020. The instrument was
due for repayment of conversion by 9 May 2021. Geoffrey Dart is a director of Chesterfield Capital
Limited.
At 30 September 2023 the Company owed Arlington (Group Services) Limited £nil (2022: £21,600)
in respect of rent charges. Paul Gazzard is a director of Arlington (Group Services) Limited.
19. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
20. Events after the reporting period
The Company held its annual general meeting ("AGM") on 12 January 2024
where all resolutions set out in the Company's Notice of Annual General Meeting
were approved. As a result,
the Company has undergone a Capital
Reorganisation and the Existing Ordinary Shares have undergone a 1:10
consolidation. Following the consolidation, the Consolidated Ordinary Shares
were then subsequently sub-divided into one New Ordinary Share of £0.001 each
and one deferred share of £0.009. The New Ordinary Shares have the same
rights as the Existing Ordinary Shares, including voting, dividend, and other rights.
Further, Chesterfield Capital Limited has converted an existing £500,000 debt at
£0.065 per New Ordinary share in the Company (being 7,692,307 new ordinary
shares of £0.001 each) following the Capital Reorganisation. Admission of all the
New Ordinary Shares became effective on 18 January 2024. Following
Admission, the Company now has 69,316,623 ordinary shares of £0.001 each in
issue, none of which are held in treasury.
As a result of all resolutions being passed at the AGM, through extensive
discussions with the existing noteholders (the "Investors") pursuant to the existing
funding agreement (as detailed in the announcement of 11 October 2022) (the
"Existing Funding"), the directors executed a net advance of £40,000 to fund
immediate capital requirements of the Company.
The Investors have now agreed an irrevocable conditional amendment to the
Existing Funding as follows:
o the existing debt (inclusive of the further £40,000 advance)
will be reduced to £900,000 (being a decrease of over 20%
of the accrued balances).
o no interest or fees will accrue during the term (i.e. the
outstanding balance is frozen).
o all rights to receive warrants pursuant to the Existing
Funding are released and waived.
o 24 month repayment term from the date of the amendment
being effective
o upon completion of a reverse takeover, the Company may
elect for either (a) the Existing Funding to be converted into
equity at the relevant placing price for the RTO or (b) the
Existing Funding will be repaid (i) 50% of the outstanding
balance on completion, (ii) 25% - 13 months from
completion and (iii) 25% - 24 months from completion.
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