ROCKPOOL ACQUISITIONS PLC REGISTERED NUMBER NI644683 ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 ROCKPOOL ACQUISITIONS PLC CONTENTS Company Information Chairman’s Statement Board of Directors Strategic Report Report of the Directors Directors’ Remuneration Report Report of the Independent Auditor Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Page 2 3 4 5 - 8 9 - 12 13 - 15 16 - 20 21 22 23 24 Notes to the Financial Statements 25 - 36 1 ROCKPOOL ACQUISITIONS PLC COMPANY INFORMATION Directors R A D Beresford M H Irvine N R Adair Secretary R A D Beresford Registered Office Solicitors Independent Auditor c/o Cordovan Capital Management Limited 41 Arthur Street Belfast BT1 4GB McCarthy Denning Limited 42 Mincing Lane London EC3R 7AE PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus Canary Wharf London E14 4HD Registered Number NI644683 2 ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT I hereby present the report and financial statements for the year ended 31 March 2021. During the year the Company reported a loss of £36,077. As at the Statement of Financial Position date the Company had £24,983 of cash balances. In January 2019, the Company entered into an option agreement with the shareholders of Greenview Gas Limited (“Greenview”) giving the Company the right to acquire the entire issued share capital of Greenview for a consideration of £1,145,250.27 to be satisfied by the issue of 12,725,003 new ordinary shares in the Company at a price of £0.09 per share, the closing mid-market price of the Company’s shares on the day prior to their suspension (“the Option”). The Board considered this a major step on the road to completing the acquisition of Greenview and accomplishing the Company’s aim to acquire a profitable, high-growth business headquartered in Northern Ireland. In the Chairman’s Statement that accompanied Company’s half-yearly results for the period to 30 September 2020 which were announced on 20 December last year, it was stated the management of Greenview had, considering difficulties caused by the Covid-19 pandemic, revised downwards their projections for the financial performance of that company to the end of the financial year (31 March 2021). At that point they expected a turnover of at least £24.0m, EBITDA of not less than £1.4m and pre-tax profits of not less than £1.0m. As it turned out, the continued impact of Covid was worse than they expected, and the final (unaudited) results of Greenview for that financial year were not as good as those revised projections, producing a turnover of £22.5m, EBITDA of £776,000 and pre-tax profits of £179,000. The business of Greenview has continued to trade profitably in the new financial year, although below budget in terms of turnover, EBITDA, and pre-tax profit. Nevertheless, Greenview’s management expects performance for the rest of the financial year to improve and has set a budget turnover of £34m which would result in EBITDA of £2.05m and pre-tax profit of £1.8m. During the last financial year, Greenview appointed a new Finance Director who, having identified some weaknesses, is undertaking a programme to strengthen Greenview’s financial reporting and management structure. The Board of Rockpool has previously indicated to the market that it wanted to progress with the completion of the acquisition of Greenview pursuant to the exercise of the Option, but, for various reasons, including a lack of funds available to pay the associated costs, it has not been possible to do so to date. The Board is currently considering whether and when to progress the acquisition of Greenview, or to abandon it in favour of seeking an alternative transaction. The latter course would only be feasible if a party were to be found who would be willing to step in to Rockpool’s shoes to acquire Greenview and / or refinance the debt which the Company is owed by Greenview (currently approximately £1.14m). As for the Company’s own financial health, its cash position remains tight, although the Directors and creditors remain supportive of the Company whilst it continues to explore sources of additional debt or equity funding to assist it with meeting the costs of completing the acquisition of Greenview and gaining readmission to the Main Market and the Official List. I would like to thank all those who have assisted the Company in the past year including the shareholders, advisers and creditors for whose continued support we remain grateful. I look forward to a positive year ahead which will hopefully see significant progress for the Company. R A D Beresford Non-Executive Chairman 30 September 2021 3 ROCKPOOL ACQUISITIONS PLC BOARD OF DIRECTORS Richard Anthony Delaval Beresford Non-Executive Chairman Richard Beresford is a corporate lawyer with over 30 years’ experience in the City of London, mostly with significant UK and US firms. His wealth of experience includes working as a solicitor in the corporate department of Gouldens, a salaried partner at McDermott Will & Emery, and an equity partner at McGuireWoods LLP. He is co-founder and chairman of next-generation law firm McCarthy Denning Limited. Richard has been involved in a number of different aspects of corporate legal advice, including outsourcing, private mergers and acquisitions, public takeovers, public equities and venture capital, as well as helping establish and raise money for businesses. Michael Hamilton Irvine Non-Executive Director Mike Irvine is an FCA with 22 years of experience, the last 18 of which have been spent in Corporate Finance and Investment. Mike trained with PwC in London before joining KPMG in Belfast, where he ultimately became Director responsible for the M&A team in Northern Ireland building a niche for SME deals in the £2m to £10m range with particular focus on acquisition mandates, and subsequently set up the Northern Ireland operations of Davy Stockbrokers. Mike founded Cordovan Capital Management Limited in 2011 and has since been focused on private equity investment predominantly in the Northern Ireland market. Neil Robert Adair Non-Executive Director Neil Adair is an FCA and a Fellow of the Association of Business Recovery Professionals with 35 years of experience in corporate finance and restructuring, corporate and commercial banking, and operational business management. Neil trained with PwC, leaving the firm as a senior manager to become the Corporate Finance and Restructuring Partner in RSM’s Northern Ireland practice. His experiences also include setting up the commercial lending and treasury operations of the former Anglo Irish Bank in Northern Ireland and the managing director of a substantial privately-owned property investment, development and trading group. Presently, Neil is an active Private-Equity and Property Investor and currently holds a number of consultancy positions with Corporate Finance and Restructuring Advisory Firms. 4 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT The Directors present their Strategic Report for the year ended 31 March 2021. Business Review and Future Developments Rockpool Acquisitions plc (“Rockpool” or “the Company”) was incorporated on 21 March 2017 and on 12 July 2017 the Company’s share capital was admitted to the Official List of the UK Listing Authority and to the Main Market of the London Stock Exchange. Rockpool was set up as a Special Purpose Acquisition Company (“SPAC”) based in Northern Ireland and was formed to undertake an acquisition of a company or business headquartered or materially based in Northern Ireland. Target companies will have a valuation of up to £20 million. The Company stated aim was to primarily target businesses or companies that could benefit from at least £1 million of additional working or growth capital in a period of 12 months from the date of acquisition. Rockpool announced on 30 January 2019 that it had entered into an option (“the Option”) to acquire the entire issued share capital of Greenview Gas Ltd (“Greenview”), a heating, gas, electrical and renewable energy company in Northern Ireland. Further information on the Option and on Greenview is included in the Chairman’s Statement. Performance of the Business and Position at the End of the Year The Company reported a loss of £36,077 for the year ended 31 March 2021 (2020 – profit £33,858). During the year, the Company raised no funds through the issue of equity (2020 - Nil). Net assets as at the year-end were £875,049 (2020 - £911,126), with £24,983 in cash balances held at that date (2020 - £3,288). Loans of £85,976 were outstanding at the year-and (2020 - £NIL) Key Performance Indicators (‘KPIs’) The Board monitors the activities and performance of the Company on a regular basis. The primary performance indicator applicable to the Company is Return on Investment (“ROI”). Using ROI is not currently relevant because the Company is yet to complete a corporate acquisition. As noted above, it remains the intention of the Company to effect an acquisition, and has exercised the Option towards that end. Given the current nature of the Company’s business, the Directors are of the opinion that the primary performance indicator applicable to the Company is the completion of the planned Reverse Take Over of the identified target company. The Board remains hopeful that it will complete this transaction in due course, to the benefit of all shareholders. Environmental and Social Matters The Company does not currently trade other than by the provision of consultancy services to Greenview and has no employees other than the Directors. The Company has minimal environmental and social impact in its current state. The Directors will ensure that when the Company makes an acquisition, they have sufficiently considered the acquisition’s potential impact on both the environment and its consideration of social corporate responsibilities and will ensure that appropriate safeguards are in place. Analysis by gender at the end of the year Directors Senior management Employees Male Female 3 - - - - - 5 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT Principal Risks and Uncertainties The Directors consider the principal risk for the Company to be the maintenance of its cash reserves until Greenview is in a position to start to provide funding to it. The Company 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 Company’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: Business Strategy The Company is a recently formed entity with no operating history (other than the provision of consultancy services to Greenview) and has not yet acquired a business. The Company may not be able to complete an acquisition in a timely manner or at all, or to fund the operations of a target business if it does not obtain additional funding. If the Company acquires less than either the whole voting control of, or less than the entire equity interest in, a target company or business, its ability to influence the strategy of the target may be limited and third- party minority shareholders may dispute any strategy the Company may have decided to pursue. Repayment of Greenview Loan The loan made by the Company to Greenview (“the Greenview Loan”), currently amounting to approximately £1.14m including accrued interest, was due for repayment on 30 June 2018. The Board decided, however, not to call for its repayment at that stage whilst Greenview contemplated making one or more additional acquisitions. Subsequently, the Company agreed to subordinate its loan to Greenview and the related security to the debt to Exworks Capital Fund I, L.P (“Exworks”) and its related security and to further debt provided by an additional lender. In November 2020 the debt provided by Exworks and that additional lender were refinanced in full by Growth Lending 2020 Limited (“Growth Lending”) although the Company had to continue to subordinate the Greenview Loan and the related security to the debt owed by Greenview to Growth Lending. The Company is not able to demand repayment of its loan or receive interest payments without the consent of Growth Lending. If the proposed acquisition of Greenview by the Company is completed, it is likely that all or some of the Greenview Loan will be converted into an equity stake. If the Company decided to abandon the acquisition of Greenview, the Company would not be able to seek to recover the Greenview Loan without the consent of Growth Lending or until such time as the Growth Lending facility had been repaid. Should the Company seek repayment of the Greenview Loan, the Board is hopeful that Greenview will be able to repay it, however the timing of such repayment is uncertain and there remains a risk that Greenview would be unable to pay the loan in a timely manner or at all. Funding an Acquisition Further funds, in addition to the equity proceeds raised on or before admission to the market, are needed in order to complete the acquisition of Greenview. The Company needs to seek additional equity or debt financing to complete that transaction, and has not been successful in doing so to date. Even if the Company decides that it would prefer not to complete the acquisition of Greenview, it is very likely that it would only do so if alternative sources of funds for Greenview were to be found in order to enable the Greenview Loan to be repaid (which might well also involve a refinancing of the Growth Lending debt). Even with the repayment of the Greenview Loan, there is a risk that the funds then available to the Company in order to pursue an alternative acquisition target might be insufficient and that the Company may be unable to secure the required funding from equity investors or debt providers. Retention of Key Personnel The Company is dependent on Directors to assess potential acquisition opportunities that have been identified by the Directors or Cordovan Capital Management Limited (or any other corporate finance adviser appointed in place of Cordovan) and to execute acquisitions, and the loss of the services of any of the Directors could materially adversely affect its ability to implement its business strategy, thereby having a material adverse effect on its financial condition and result of operations. 6 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT The Northern Ireland economic and political environment The Company is currently targeting potential acquisitions which are primarily based in Northern Ireland. It may be exposed therefore to specific economic risks associated with Northern Ireland. The Northern Ireland Assembly is responsible for certain economic and budgetary policies. The operation of the Assembly was suspended between January 2017 and January 2020 and this led to the delay in the making of certain decisions which in turn has caused difficulty or uncertainty for businesses reliant on the Northern Ireland market. Recent political developments relating to the so-called Northern Ireland Protocol have increased the risk of further political dislocation in Northern Ireland and the possibility of a renewed suspension of the Assembly. Although the Board do not believe that the business of Greenview was adversely impacted by the previous suspension, that may not remain the case if the Assembly were to be suspended again. If the Company decided not to pursue the Greenview acquisition and choose to pursue alternative transactions, a subsequent suspension of the Assembly or the application of the full terms of the Northern Ireland Protocol might adversely affect the business of such alternatives. This could impact on the Company’s ability to achieve positive returns for shareholders. Covid-19 The main business impact of the Covid-19 related lockdowns at various times from March 2020 to April 2021 was a reduction in turnover for Greenview companies, in particular Greenview Gas Limited, which resulted from a cessation of capital works contracts for heating, kitchen and bathroom replacements in social housing in Northern Ireland. However, a significant element of the workstreams of the Greenview Group’s businesses continued during this period as they are considered essential government services, and this, coupled with the government supported furlough schemes, has allowed Greenview to remain profitable during this period. Most of the limitations imposed on capital works during lockdown have been lifted, although the requirements for re-mobilisation, additional health & safety measures, customer refusals due to individual health concerns, along with ongoing local government restrictions, continue to impact on the volume of works being delivered, particularly in contracts with kitchen, bathroom and heating replacements in social housing. This trend may continue into 2022 and may bring additional costs of service delivery, although the Company will seek to recover these where there is scope to do so in the relevant contract agreements. A further lock-down, either nationally, locally in Northern Ireland or in specific areas cannot be ruled out, however the development of safe working practices and the likelihood that blanket widespread geographical lockdowns will be avoided would suggest that such a scenario is unlikely and would be very short-term if it does occur with minimal impact on the level of services being delivered by the Group. In terms of potential impact on budgets resulting from the Covid pandemic and in particular potential changes to government funded budgets, there is no evidence at this point to suggest that the budgets which drive the Greenview businesses will be impacted adversely by any budget constraints in the future, although this remains a risk and is constantly under review by the Greenview management team. Section 172 Statement 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. b. c. d. e. f. the likely consequences of any decision in the long term, the interests of the Company’s employees, the need to foster the Company’s business relationship with suppliers, customers and others, the impact of the Company’s operations on the community and environment, the desirability of the Company maintaining a reputation for high standards of business conduct, and 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 identify an acquisition of a company or business headquartered or materially based in Northern Ireland. 7 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT Some key decisions were taken by the Board since the beginning of April 2020 which were aimed to deliver on this strategy. These included: • Continue to monitor the performance of Greenview and assess the ideal moment to complete the acquisition of Greenview; and • The restriction of cash outflows to the minimum levels in order to preserve cash levels. The Board places equal importance on all shareholders and strives for transparent and effective external communications, within the regulatory confines of a main market 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 as well as links to helpful content. 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. This Strategic Report was approved by the Board of Directors on 30 September 2021. R A D Beresford Director & Company Secretary 8 ROCKPOOL ACQUISITIONS PLC REPORT OF THE DIRECTORS The Directors present their report and the audited financial statements for the year ended 31 March 2021. Principal Activity Rockpool is a Special Purpose Acquisition Company based in Northern Ireland whose shares were admitted to the official list of the London Stock Exchange by way of a Standard Listing on 12 July 2017. The Company was formed to undertake an acquisition of a company or business headquartered or materially based in Northern Ireland with a valuation of up to £20 million. Directors’ Indemnities There is no directors’ indemnity insurance during the year (2020 - £Nil). Events after the End of the Reporting Period There have been no significant events since the end of the reporting period. Dividends No dividend was paid during the year (2020 - £Nil) and the Directors do not recommend payment of a final dividend (2020 - £Nil). Corporate Governance As a Company listed on the standard segment of the Official UK Listing Authority, the Company is not required to comply with the provisions of the UK Corporate Governance Code. The Company has chosen, so far as appropriate given the Company’s size and the constitution of the Board, to comply with the Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (“the Guidelines”) published by the Quoted Companies Alliance (QCA): (http://www.theqca.com/shop/guides/143986/corporate-governance-code-2018.thtml). The Company has deviated from the Guidelines in the following respects: • Given the size of the Board and the Company’s current size, certain provisions of the Guidelines (in particular the provisions relating to the composition of the Board and the division of responsibilities), are not being complied with by the Company as the Board considers these provisions to be inapplicable. • Until a suitable acquisition is completed the Company will not have separate risk, nomination or remuneration committees. The Board as a whole will instead review 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 Company. • The Board do not consider an internal audit function to be necessary for the Company at this time due to the limited number of transactions. The Directors are responsible for internal control in the Company and for reviewing effectiveness. Due to the size of the Company, all key decisions are made by the Board. The Directors have reviewed the effectiveness of the Company’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. Details of the Company’s business model and strategy are included in the Chairman’s Statement and Strategic Report. 9 ROCKPOOL ACQUISITIONS PLC REPORT OF THE DIRECTORS Corporate Governance (continued) Role of the Board The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the agreed priorities. It is accountable to shareholders for the creation and delivery of long-term shareholder value. To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls which enable risk to be assessed and managed effectively. Board Meetings Given the limited activities of the Company in the year under review, the Board has met infrequently and conference calls are arranged to consider matters which require decisions or discussions. Mike Irvine and Richard Beresford are in frequent contact with each other to discuss any issues of concern and to discuss the monthly management reports produced by Greenview. Conflicts of interest A Director has a duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside of the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest. Audit Committee The Audit Committee reviews and reports to the Board on the effectiveness of the system of internal control. Given the size of the Company and the relative simplicity of the systems, the Board considers that there is no current requirement for an internal control function. The procedures that have been established are considered appropriate for a Company of its size. The Audit Committee currently comprises M Irvine and N Adair. Carbon and Greenhouse Emissions The Company currently has no trade, no employees other than the Directors and uses a rented office, therefore the Company has minimal carbon or greenhouse gas emissions and it is not practical to obtain emissions data at this stage. It does not have responsibility for any emission producing sources under Companies Act 2006. 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 Company. M H Irvine R A D Beresford N R Adair Ordinary shares 31 March 2021 No. Ordinary shares 31 March 2020 No. 1 437,501 125,001 1 437,501 125,001 Note: M Irvine is the holder of two thirds of the issued share capital of Cordovan Capital Management Limited which is the beneficial owner of 125,000 ordinary shares. 10 ROCKPOOL ACQUISITIONS PLC REPORT OF THE DIRECTORS Going Concern The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to meet its obligations over the next 12 months. The Directors therefore have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has 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. See note 2(b) for further considerations made by the Directors in respect of going concern. Employees The Company has no employees other than the Directors. Substantial Interests As at 31 March 2021, the Directors were aware of the following shareholdings in excess of 3% of the Company’s issued share capital. Mr Richard Beresford Mr Stephen McClelland Tobermore Concrete Limited May Dawn Services Limited Mr Mervyn McCall Cheviot Capital Davycrest Nominees JIM Nominees Peel Hunt Holdings Limited Financial Risk Management % 3.44 6.58 6.58 6.58 3.93 3.54 9.43 40.35 3.31 Number of ordinary shares 437,501 837,500 837,500 837,500 500,000 450,000 1,200,000 5,134,000 421,669 The Company has a simple capital structure and its principal financial asset is cash. The Company has no material exposure to market risk and the Directors manage its exposure to liquidity risk by maintaining adequate cash reserves. The Company is exposed to credit risk in respect of the recoverability of the Greenview Loan. Further details regarding risks are detailed in note 2j to the financial statements. Statement of Directors’ Responsibilities The Directors are responsible for preparing the Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) in accordance 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 Company and of the profit or loss of the Company 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; 11 ROCKPOOL ACQUISITIONS PLC REPORT OF THE DIRECTORS Statement of Directors’ Responsibilities (continued) • state whether applicable international accounting standards in conformity with requirements of the Companies Act 2006 IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the 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 Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. The Directors consider that the report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the 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: • The Company financial statements, which have been prepared in accordance with International Financial Reporting Standards as required by the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and • The Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. 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 Company’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 The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006. PKF Littlejohn LLP has indicated their willingness to continue in office as auditor. Approved by the Board on 30 September 2021, and signed on its behalf by: R A D Beresford Director 12 ROCKPOOL ACQUISITIONS PLC DIRECTORS’ REMUNERATION REPORT This remuneration report sets out the Company's policy on the remuneration of non-executive Directors together with details of Directors' remuneration packages and service contracts for the financial year ended 31 March 2021. Until a material transaction is completed the Company 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 Company and Directors. Following the completion of a material transaction, the Board intends to put in place a remuneration committee. 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 31 March 2021. A remuneration policy was adopted by the Board on 31 July 2018 and approved by shareholders at the AGM held on 17 October 2018. The amounts paid were in accordance with that policy and the rates of pay stated in the prospectus issued in respect of the listing on 12 July 2017. Name of Director Position 31 March 2021 Fees £ 31 March 2020 Fees £ R A D Beresford M H Irvine N R Adair Non-Executive Chairman Non-Executive Director Non-Executive Director Total 12,000 12,000 12,000 ______ 36,000 ______ 12,000 12,000 12,000 ______ 36,000 ______ The Directors who held office at 31 March 2021 and who had beneficial interests in the Ordinary Shares of the Company are listed above. Details of these beneficial interests can be found in the Report of the Directors. Other Matters The Company does not have any pension plans for any of the Directors and does not pay pension contributions in relation to their remuneration (2020 - none). The Company has not paid out any excess retirement benefits to any Directors (2020 - none). Unaudited Information Service Agreements and Letters of Appointment The Directors who served during the year have Service Agreements dated 7 July 2017. These agreements have been drawn up in line with the amounts stated in the listing prospectus. 13 ROCKPOOL ACQUISITIONS PLC DIRECTORS’ REMUNERATION REPORT Unaudited Information (continued) Terms of Appointment The services of the Directors, provided under the terms of agreement with the Company are as follows: Director R A D Beresford M H Irvine N R Adair Year of appointment Number of years completed Date of current engagement letter 2017 2017 2017 3.75 3.75 3.75 7 July 2017 7 July 2017 7 July 2017 In accordance with the above agreements the Directors are subject to 3 months’ notice periods and an annual review. 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 Company; the Company'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 Company; and • the need to be flexible and adjust with operational changes throughout the term of this policy. Remuneration Components Following a suitable transaction, the Board may re-consider the components of Director Remuneration in future years. The current remuneration policy of the Company is outlined below. Future Policy Table Element Purpose Policy Operation Opportunity and performance conditions Executive Directors Base salary To award for services provided Pension Benefits Annual Bonus N/A N/A N/A Paid monthly and will be reviewable following completion of a transaction and annually thereafter. The total value of Directors' fees that may be paid is limited by the Company's Articles of Association to £250,000 per annum. N/A N/A N/A N/A N/A N/A 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 Company, 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. Not awarded Not awarded None to be paid until after the completion of a transaction. 14 ROCKPOOL ACQUISITIONS PLC Future Policy Table (continued) DIRECTORS’ REMUNERATION REPORT Element Purpose Policy Operation To be granted as appropriate in order to align the interests of shareholders and Directors N/A Opportunity and performance conditions To be determined Share Options To be granted as appropriate in order to align the interests of shareholders and Directors Non-executive directors Base salary To award for services provided Pension Benefits N/A N/A Share Options To be granted as appropriate in order to align the interests of shareholders and Directors Notes to the Future Policy Table The Board as a whole determines the remuneration of non-executive Directors based on the recommendations of the Chairman and comparison with other companies of a similar size and sector. There is no element of remuneration for performance. Any Director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Directors, may be paid such extra remuneration as the Directors may determine. Not awarded There is no element of remuneration for performance. To be granted as appropriate in order to align the interests of shareholders and Directors Paid monthly and reviewable following the completion of a transaction and annually thereafter. The total value of Directors' fees that may be paid is limited by the Company's Articles of Association to £250,000 per annum. N/A N/A N/A N/A N/A To be determined The Directors shall also be paid by the Company all travelling, hotel and other expenses as 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 Company’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 Company will meet certain relocation and/or incidental expenses as appropriate. Approved on behalf of the Board of Directors. R A D Beresford 30 September 2021 15 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC Opinion We have audited the financial statements of Rockpool Acquisition Plc (the ‘company’) for the year ended 31 March 2021 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement 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. In our opinion, the financial statements: • give a true and fair view of the state of the company’s affairs as at 31 March 2021 and of its loss for the year then ended; • have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; and • have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 2a in the financial statements, which indicates events or conditions identified that may cast doubt on the entity’s ability to continue as a going concern. The company is required to raise additional funds either through equity or debt, or to collect cash inflows from receivables in order to settle its liabilities as they fall due for the foreseeable future. As stated in note 2a, these events or conditions indicate that a material uncertainty exists that may cast doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included obtaining an understanding of the basis of preparation of Board approved budgets and cash flow forecasts, assessing the accuracy of historic forecasts, testing the key underlying assumptions and performing sensitivity analysis. We also assessed events subsequent to the year-end date which could impact upon going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 16 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, relying on the financial statements, 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. In determining our overall audit strategy, we assessed the level of uncorrected misstatements that would be material for the financial statements as a whole. We determined the company materiality for the financial statements as a whole to be £35,800 (2020: £37,000), calculated at 4% of net assets. We consider net assets to be an appropriate benchmark for a Special Purpose Acquisition Company. Performance materiality was set at 70% of overall materiality at £25,000 (2020: £25,900), whilst the threshold for reporting unadjusted differences to those charged with governance was set at £1,790 (2020: £1,850). We also agreed to report differences below that threshold that, in our view, warranted reporting on qualitative grounds. Our approach to the audit In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain such as the recoverability of loans and accrued interest. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. The Company’s finance function is located in Northern Ireland. Our audit was conducted from our London office, with regular contact with the key individuals responsible for the accounting function. 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 matter described in the Material Uncertainty related to going concern section, we have determined the matter described below to the key audit matter to be communicated in our report. 17 Key Audit Matter How our scope addressed this matter Recoverability of loan and accrued interest from Greenview Gas Ltd (Note 10) The company has a loan receivable from Greenview Gas Ltd (“Greenview”) of £793,070, plus cumulative accrued interest as at 31 March 2021 of £327,505. The loan is secured over the assets of Greenview. In January 2019, the company agreed to subordinate its loan to Greenview and the related security in favour of a secured term loan and a revolving debt facility entered into between Greenview and Exworks Capital Fund I, LLP (“Exworks”). In March 2019, the loan was also subordinated to a facility provided by an additional lender to Greenview. In November 2020 the Exworks and the additional lender debt was refinanced in full by Growth Lending 2020 Limited (“Growth Lending”) including the related security. The loan and interest due to the company will only be repaid once the Growth Lending facility are repaid in full, or when consent for repayment is granted by Growth Lending. As an unsecured loan with no contractual repayment date, there is a risk that the loan and the accrued interest are not recoverable. Our work in this area included: • Enquiries with management and assessment of the basis on which management consider the to be recoverable, including their assessment and conclusions on the expected credit losses; loan and accrued interest • Review of budgets and assessment of Greenview’s latest financial performance, cash position and cashflow forecasts; and • Review of any changes to the key terms in the loan agreement. We found the judgements used by the Directors in their impairment assessment were reasonable. 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 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 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. 18 Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or • the 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 financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 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 company and the sector in which it operates 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 management and the application of our cumulative audit knowledge. • We determined the principal laws and regulations relevant to the company in this regard to be those arising from the FCA Rules, Companies Act 2006 and London Stock Exchange Rules. 19 • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to, enquiries of management, review of minutes and review of legal correspondence. • 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 of Directors on 18 June 2018 to audit the Company financial statements for the period ended 31 March 2018 and subsequent financial periods. Our total uninterrupted period of engagement is 4 years, covering the periods ended 31 March 2018 to 2021. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain independent of the 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. David Thompson (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 30 September 2021 15 Westferry Circus Canary Wharf London E14 4HD 20 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF COMPREHENSIVE INCOME YEAR ENDED 31 MARCH 2021 Revenue Administrative expenses Operating loss Finance income Finance costs Profit before taxation Income tax expense (Loss)/Profit for the year attributable to equity shareholders Other comprehensive income for the Year, Net of Tax Total Comprehensive Income attributable to equity shareholders Earnings per share attributable to equity shareholders Basic and diluted (pence) Note 2021 £ 2020 £ 3 4 7 8 - 30,000 (129,235) ______ (95,547) ______ (129,235) (65,547) 99,134 (5,976) ______ 99,405 - ______ (36,077) 33,858 - ______ - ______ (36,077) ______ 33,858 ______ - ______ - ______ (36,077) ______ 33,858 ______ 6 (0.28) ______ 0.27 ______ The accounting policies and notes on pages 25 to 36 form part of the financial statements 21 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2021 Assets Current Assets Trade and other receivables Cash and cash equivalents Total Assets Current Liabilities Trade and other payables Borrowings Net Current Assets Non-Current Liabilities Borrowings Share capital Share premium Retained deficit Total equity and liabilities Note 31 March 31 March 2020 £ 2021 £ 10 1,122,803 1,025,868 3,288 ________ ________ 24,983 1,147,786 1,029,156 ________ ________ 12 14 186,761 3,280 _______ 118,030 - _______ 190,041 _______ 118,030 _______ 957,743 911,126 14 11 11 82,696 _______ - _______ 636,250 461,250 (222,451) _______ 636,250 461,250 (186,374) _______ 1,147,786 1,029,156 _______ _______ These Financial Statements were approved and authorised for issue by the Board of Directors and were signed on its behalf on 30 September 2021. R A D Beresford Director The accounting policies and notes on pages 25 to 36 form part of the financial statements 22 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 MARCH 2021 Balance as at 31 March 2019 At 1 April 2019 Profit for the year Total comprehensive income for the year Balance as at 31 March 2020 At 1 April 2020 Loss for the year Total comprehensive income for the year Balance as at 31 March 2021 Attributable to equity shareholders Share capital £ Share premium £ Retained deficit £ Total £ 636,250 _______ 461,250 _______ (220,232) _______ 877,268 _______ 636,250 _______ 461,250 _______ (220,232) _______ 877,268 _______ - _______ - _______ 33,858 _______ 33,858 _______ - _______ - _______ 33,858 _______ 33,858 _______ 636,250 _______ 461,250 _______ (186,374) _______ 911,126 _______ 636,250 _______ 461,250 _______ (186,374) _______ 911,126 _______ - _______ - _______ (36,077) _______ 36,077 _______ _______ _______ (36,077) _______ 36,077 _______ 636,250 _______ 461,250 _______ (222,451) _______ 875,049 _______ The accounting policies and notes on pages 25 to 36 form part of the financial statements 23 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF CASH FLOWS YEAR ENDED 31 MARCH 2021 Cash Flows from Operating Activities (Loss)/Profit for the year Changes in working capital: Increase in trade and other receivables Increase/(Decrease) in trade and other payables Net Cash used in Operating Activities Cash Flows from Financing Activities COVID Bounce Back Loan Directors’ Loan Net Cash generated from financing Activities 2021 £ 2020 £ (36,077) 33,858 (96,935) (103,831) 68,731 (72,841) _______ _______ (64,281) (142,814) 30,000 55,976 _______ - - _______ 85,976 - Net Increase/(Decrease) in Cash and Cash Equivalents 21,695 (142,814) Cash and cash equivalents at the beginning of the year Cash and Cash Equivalents at the End of the Year 3,288 _______ 24,983 _______ 146,102 _____ 3,288 _______ The accounting policies and notes on pages 25 to 36 form part of the financial statements 24 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 1. General Information Rockpool Acquisitions plc is a public company limited by shares, incorporated and domiciled in Northern Ireland. The address of the Company’s registered office is 41 Arthur Street, Belfast, Northern Ireland, United Kingdom, BT1 4GB. 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 have been prepared in accordance with the requirements of the Companies Act 2006 and in accordance with the requirements of the Companies Act 2006. The financial statements have also been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed. The financial statements are presented in Pound Sterling (£). Pound Sterling is the functional and presentational currency of the Company. Accounting Developments The following accounting standards and their amendments were adopted during the financial year. Amendments to References to the Conceptual Framework in IFRS Standards International Accounting Standards IAS 1 IAS 8 Presentation of Financial Statements (amendment) Accounting Policies, Changes in Accounting Estimates and Errors (amendment) Financial Instruments: Recognition and Measurement (amendment) IAS 39 International Financial Reporting Standards IFRS 7 IFRS 9 Financial Instruments: Disclosures Financial Instruments (amendment) (amendment) Effective date 1 January 2020 1 January 2020 1 January 2020 1 January 2020 1 January 2020 The adoption of these policies has had no material impact on the Company. The following accounting standards and their amendments were in issue at the year-end but will not be in effect until after this financial year. International Financial Reporting Standards IFRS 3 IFRS 7 IFRS 9 IFRS 16 Business Combinations (amendment) Financial Instruments: Disclosures Financial Instruments (amendment) Leases (amendment) (amendment) Effective date* 1 January 2022 1 January 2021 1 January 2021 1 January 2021 25 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 2. Summary of Significant Accounting Policies (continued) a) Basis of Preparation of Financial Statements (continued) Accounting Developments (continued) Annual Improvements to IFRS Standards 2018-2020 IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current (Amendments) The definition of accounting estimates (Amendments) The costs to include when assessing whether a contract is onerous IAS 8 IAS 37 1 January 2022 1 January 2023 1 January 2023 1 January 2022 *Years beginning on or after The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods. b) Going concern The preparation of financial statements requires an assessment on the validity of the going concern assumption. The Directors have prepared cashflow forecasts for a period of at least 12 months from the date of approval of the Financial Statements. The Company expects no revenues over that period and the committed and contracted expenditure reflects the agreement with advisors to suspend payment of retainers. The Directors have in addition deferred the payment of their fees over that period. In making their assessment of going concern, the Directors acknowledge that the Company has a very small cost base and can therefore confirm that they consider they will be able to generate sufficient funds to ensure the Company continues to meet its obligations as they fall due for a period of at least one year from date of approval of these Financial Statements. Accordingly, the Board believes it is appropriate to adopt the going concern basis in the preparation of the Financial Statements. c) Financial Instruments Financial assets Financial assets, comprising solely of trade and other receivables and cash and cash equivalents, are classified as loans and receivables. They are initially recognised at fair value plus transactions costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment under the expected credit loss model. The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are measured 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. 26 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 2. Summary of Significant Accounting Policies (continued) c) Financial Instruments (continued) The amount of the expected credit loss is measured as the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received (i.e. all cash shortfalls), discounted at the original effective interest rate (EIR). The carrying amount of the asset is reduced through use of allowance account and recognition of the loss in the Statement of Comprehensive Income. Allowances for credit losses on financial assets are assessed collectively. Collectively assessed impairment allowances cover credit losses inherent in portfolios of financial assets with similar credit risk characteristics when there is objective evidence to suggest that they contain impaired financial assets, but the individual impaired items cannot yet be identified. In assessing collective impairment, the Company uses information including historical trends in the probability of default (although this is limited given the relatively short history of the Company), timing of recoveries and the amount of expected loss, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical evidence. Default rates, loss rates and the expected timing of future recoveries are regularly benchmarked against actual outcomes to ensure that they remain appropriate. IFRS 9 suggests the use of reasonable forward-looking information to enhance ECL models. The Company incorporates relevant forward-looking information into the loss provisioning model. Financial liabilities Financial liabilities, comprising trade and other payables, are held at amortised cost. Trade and other payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. 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 Company 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 Company 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. 27 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 2. Summary of Significant Accounting Policies (continued) d) Cash and Cash Equivalents Cash and cash equivalents comprise current and deposit balances with banks and similar institutions. This definition is also used for the Statement of Cash Flows. The Company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The Company will only keep its holdings of cash and cash equivalents with institutions which have a minimum credit rating of ‘AA’. e) Revenue from contracts with customers Revenue comprises the fair value of the consideration received or receivable for the provision of services. Revenue is shown net of value added taxes. Revenue is recognised when the amount can be reliably measured, and it is probable that future economic benefit will flow to the Company under the terms of any sale agreements. This normally corresponds to the period over which services are provided. f) Taxation Income tax represents the sum of current tax and deferred tax. Current tax Current tax is the tax currently payable based on the taxable result 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 Statement of Financial Position 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 or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which 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 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. 28 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 2. Summary of Significant Accounting Policies (continued) g) Segmental reporting The Chief Operating Decision Maker (CODM) is considered to be the Board of Directors. They consider that the Company operates in a single segment of identifying and assessing investment projects, which is the only activity the Company is involved in and is therefore considered as the only operating/reportable segment. As a result, the financial information of the single segment is the same as set out in the statement of comprehensive income, statement of financial position, statement of changes in equity and Statement of Cash Flows. Equity h) Equity comprises the following: • Share capital represents the nominal value of the equity shares; • Share premium represents the consideration less nominal value of issued shares and costs directly attributable to the issue of new shares; • Retained deficit represents cumulative net profits and losses recognised in the statement of comprehensive income. i) Financial Risk Management Financial Risk Factors The Company’s activities expose it to a variety of financial risks: Market price risk, credit risk and liquidity risk. The Company’s overall risk management programme seeks to minimise potential adverse effects on the Company’s financial performance. None of these risks are hedged. The Company has no foreign currency transactions or borrowings, so is not exposed to market risk in terms of foreign exchange risk or interest rate risk. Risk management is undertaken by the Board of Directors. 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 Company 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 Company’s management of working capital. It is the risk that the Company 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 Company to fund a transaction as and when a suitable target is found. 29 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 2. Summary of Significant Accounting Policies (continued) i) Financial Risk Management (continued) Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it targets a suitable transaction. Capital risk management The Company’s objectives when managing capital is to safeguard the Company’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. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company monitors capital on the basis of the total equity held by the Company, being £875,049 as at 31 March 2021 (2020 - £911,126). j) 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 international accounting standards in conformity with the requirements of the Companies Act 2006. 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. As disclosed within the Chairman’s Statement, the Directors have assessed the recoverability of the loan and interest receivable from Greenview Gas Ltd given the Reorganisation Plan and subordination of repayment in favour of another lender to the group. The Board has concluded, following its assessment of available information including budgets and forecasts, that no impairment is currently required however the remaining phases of the Reorganisation Plan are ongoing. k) Finance income All finance income are accounted for on an accruals basis. l) Expenses and Finance Costs All expenses and finance costs are accounted for on an accruals basis. 3. Revenue from contract with customers Consulting services 2021 £ 2020 £ - ______ 30,000 ______ All revenue is derived in the United Kingdom and recorded over time. 30 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 4. Expenses by Nature Directors’ fees Legal and professional fees Audit and assurance fees FCA and LSE fees Travel and accommodation Other expenses Total 5. Auditor’s Remuneration During the year, the Company obtained the following services from the Company’s auditors: Fees payable to the Company’s auditor for the audit of the Company financial statements Fees payable to the Company’s auditor for the review of the Company’s interim financial statements 2021 £ 2020 £ 36,000 33,330 15,500 43,649 - 756 ______ 36,000 18,112 1,550 37,058 2,136 691 ______ 129,235 ______ 95,547 ______ 2021 £ 2020 £ 15,700 15,500 1,250 ______ 1,250 ______ 16,950 ______ 16,750 ______ 6. Earnings per share Basic earnings per share is calculated by dividing the (loss)/profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Basic and diluted earnings per share are identical. (Loss)/Profit for the year from continuing operations Weighted average number of ordinary shares in issue 2021 £ 2020 £ (36,077) 33,858 _________ _________ 12,725,003 12,725,003 _________ _________ Basic and diluted earnings per share (pence) (0.28) ____ 0.27 ____ 31 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 7 Finance Income Interest income on loans 8. Income Tax Expense Tax Charge for the Period 2021 £ 2020 £ 99,134 ______ 99,405 ______ No taxation arises on the result for the year due to losses (2020 - Nil). Factors Affecting the Tax Charge for the Period The tax charge for the year does not equate to the profit for the year at the applicable rate of UK Corporation Tax of 19%. The differences are explained below: (Loss)/Profit before taxation Profit for the year before taxation multiplied by the standard rate of UK Corporation Tax of 19% (2020 - 19%) Expenses not deductible for tax purposes Income to be taxed on receipt Losses carried forward on which no deferred tax asset is recognised Current tax 2021 £ 2020 £ (36,077) ______ 33,858 ______ (6,855) 6,433 8,293 (17,700) 16,262 ______ 7,041 (18,887) 5,413 ______ - ______ - ______ Factors Affecting the Tax Charge of Future Periods Tax losses available to be carried forward by the Company at 31 March 2021 against future profits are estimated at £297,000 (2020 - £211,000). A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to the level and timing of future taxable profits. 32 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 9. Directors’ Remuneration Remuneration for qualifying services R A D Beresford M H Irvine N R Adair Total 2021 £ 2020 £ 36,000 ______ 36,000 ______ 12,000 12,000 12,000 ______ 36,000 ______ 12,000 12,000 12,000 ______ 36.000 ______ There are no other employees in the Company apart from the above Directors (2020 - none). 10. Trade and Other Receivables Loan receivable Accrued loan interest Other receivables Total 2021 £ 2020 £ 793,070 327,505 2,228 793,070 228,372 4,426 ________ ________ 1,122,803 1,025,868 ________ ________ The fair value of all receivables is the same as their carrying values stated above. At 31 March 2021 all receivables were fully performing, and therefore do not require impairment. The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. 33 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 11. Share Capital and Premium At 31 March 2020 At 31 March 2021 12. Trade and Other Payables Payables Advance from Greenview Number of shares Share capital £ Share premium £ Total £ 12,725,003 _________ 636,250 _______ 461,250 1,097,500 _______ ________ 12,725,003 _________ 636,250 _______ 461,250 1,097,500 _______ ________ 2021 £ 2020 £ 151,399 35,362 _______ 82,668 35,362 _______ 186,761 _______ 118,030 _______ 13. Treasury Policy and Financial Instruments The Company 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 Company 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. Financial assets: Loans and receivables excluding VAT Cash and cash equivalents Financial liabilities – amortised cost: Trade and other payables Borrowing 2021 £ 2020 £ 1,120,575 1,021,442 3,288 ________ ________ 24,983 186,763 85,976 118,030 - ________ ________ 34 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 14. Borrowings Director Loan (Note 15) Danske Bank COVID Bounce Back Loan Total 2021 £ 55,976 30,000 _______ 85,976 ________ Current liability Non-current liability 2021 £ 3,280 82,696 _______ Total 85,976 _______ 2020 £ - - ______ - ______ 2020 £ - - ______ - ______ Director Loan: On 16 April 2020, the Company entered into a £50,000 secured term facility agreement with M Irvine for the purpose of providing working capital to Rockpool. The initial term of the loan facility was 12 months, with interest to accrue at 10% per annum. The term of the loan was then extended in 2021 for a further 12 months. COVID Bounce Back Loan: The Company received a £30,000 COVID Bounce Back Loan from Danske Bank in July 2021. The loan term is 6 years with Capital Repayment holiday for 12 months. interest rate is 2.5% per annum and repayments start August 2021. 15. Related Parties Remuneration of Key Management See note 9 for details of key management remuneration. Transactions with Related Parties Cordovan Capital Management Limited (“Cordovan Capital”) On 9 June 2017 the Company entered into an agreement with Cordovan Capital, a company in which M Irvine is a director and shareholder, regarding a three years exclusive mandate to provide corporate finance services to the Company. The fee to be charged to Cordovan Capital amounts to 3 per cent of the enterprise value of any completed acquisition, paid from either net proceeds of new capital raised prior to or at the time of the acquisition. M Irvine entered into a letter of appointment with the Company dated 7 July 2017 to act as non- executive director of the Company with effect from 21 March 2017. Cordovan Capital is entitled to a director’s fee of £12,000 per annum for the provision of M Irvine’s services. A total of £14,400 (2020 - £14,400) was charged to the Company during the period inclusive of VAT. On 16 April 2020, the Company entered into a £50,000 secured term facility agreement with M Irvine for the purpose of providing working capital to Rockpool. The initial term of the loan facility was 12 months, with interest to accrue at 10% per annum. The term of the loan was then extended in 2021 for a further 12 months. 35 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2021 15. Related Parties (continued) Transactions with Related Parties (continued) McCarthy Denning Limited (“McCarthy Denning”) On 31 March 2017, the Company entered into an agreement with McCarthy Denning, a company in which R A D Beresford is Chairman and shareholder, regarding services relating to the preparation of a prospectus and admission to standard segment of the London Stock Exchange. R A D Beresford is also the sole shareholder of Slievemara Consulting Limited, a company through which he provides his services as a lawyer to McCarthy Denning. Slievemara Consulting Limited is entitled to receive approximately 25 per cent of all fees received from the Company by McCarthy Denning and, in addition, 50 per cent of any fees paid by the Company to McCarthy Denning in respect of work that R A D Beresford undertakes personally. On 10 April 2017, the Company entered into an agreement with McCarthy Denning regarding a three years exclusive engagement to provide legal services to the Company. The fee arrangement with Slievemara Consulting Limited in respect of this work is the same as that described above. A total of £6,944 (2020 - £21,734) has been paid to McCarthy Denning during the period in respect of legal services. The amount due to McCarthy Denning as at 31 March 2021 amounted to £33,151 (2020 - £Nil). 16. Contingent Liabilities and Capital Commitments There were no contingent liabilities or capital commitments at 31 March 2021. 17. Ultimate Controlling Party The Directors believe there to be no ultimate controlling party. 18. Events After the Reporting Period The directors do not consider there to be any significant events after the reporting period. 36
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