Press release 31st July 2023 Rockpool Acquisitions Plc ("Rockpool" or "the Company") The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain. Report and Financial Statements for the year ended 31 March 2023 Rockpool Acquisitions Plc announces its Report and Financial Statements for the year ended 31st March 2023. The Chairman's Statement and full Report and Financial Statements are attached. - Ends – Rockpool Acquisitions Plc Mike Irvine, Non-Executive Director Abchurch (Financial PR) Julian Bosdet mike@cordovancapital.com www.rockpoolacquisitions.plc.uk Tel: +44 (0)20 4594 4070 julian.bosdet@abchurch-group.com ROCKPOOL ACQUISITIONS PLC REGISTERED NUMBER NI644683 ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 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 - 16 17 - 21 22 23 24 25 Notes to the Financial Statements 26 - 37 1 ROCKPOOL ACQUISITIONS PLC COMPANY INFORMATION Directors R A D Beresford M H Irvine N R Adair Secretary R A D Beresford Registered Office c/o Cordovan Capital Management Limited Suite 102 Urban HQ 5-7 Upper Queen Street Belfast BT1 6FB Solicitors McCarthy Denning Limited 42 Mincing Lane London EC3R 7AE Independent Auditor Grant Thornton (NI) LLP Chartered Accountants & Statutory Auditors 12-15 Donegall Square West Belfast BT1 6JH Registered Number NI644683 2 ROCKPOOL ACQUISITIONS PLC CHAIRMAN’S STATEMENT I hereby present the annual report and audited financial statements for the year ended 31 March 2023. During the year the Company reported a loss of £297,089 (2022 – profit £34,215). As 31 March 2023 the Company had £672,558 of cash and cash equivalents. The most significant developments during the year were the announcement on 1st April 2022 of the termination of the option agreement to acquire Greenview Gas Limited and the subsequent identification by the board of alternative potential takeover targets followed by the eventual signing of a heads of terms on 15th November 2022 for the acquisition of the Amcomri Group Limited. The Amcomri group consists of a number of profitable companies involved in providing specialist engineering, equipment and printing and packaging services in the UK and Ireland and has been assembled under the aegis of and partly with funding from, Paul McGowan. Paul is perhaps best known for his role as the Chief Executive and then Executive Chairman of Hilco Capital Limited, a retail restructuring business which he established in May 2000 as a UK-based joint venture with Hilco Trading Inc, a Chicago-based investment business. Whilst at Hilco, Paul has been involved in the purchase and restructuring of troubled businesses in the UK, Europe, Canada and Australia including some high-profile ones such as Homebase, the DIY and home retailer, Habitat, the furniture retailer, and HMV, the music and movie retailer. More recently, Hilco has been providing working capital facilities and other forms of finance to a number of businesses in the UK, Europe and Australia. As is usual in the circumstances where a special purpose acquisition company such as Rockpool announces a prospective reverse takeover (“RTO”), the Company’s shares were suspended from the Official List and from trading on the Main Market of the London Stock Exchange on the making of the November 15th announcement. Following the announcement and suspension, work commenced with a view to closing the Amcomri acquisition and preparing a prospectus for the readmission of the Company’s shares to the Official List and to the Main Market which would be required following completion of the acquisition (completion of an RTO automatically leads to de-listing). The initial work has included the extensive task of performing audits of the target group’s financial information and making that financial information compliant with UK-adopted IAS for the purposes of inclusion in the prospectus. Work continues in earnest and it is hoped to be able to publish the prospectus and complete the acquisition in the fourth quarter of the year, if not before. I would like to thank all those who have assisted the Company during the past number of years including advisers and creditors for whose support we remain grateful. I would also like to thank the shareholders for their patience during the very long period in which trading in the Company’s shares was initially suspended and ask for their continued patience during this latest period of suspension. The board believe that that patience will be amply rewarded in the not-too-distant future. I look forward to a positive year ahead which will hopefully see the completion of the Amcomri acquisition, a return to trading of the Company’s shares and, with that, the completion of the first key period of the Company’s existence. R A D Beresford Non-Executive Chairman 31 July 2023 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 in a number of sectors. He sits on the boards of We Deliver Local Limited, which runs the profitable quick grocery brand, Beelivery, and GreenBank Capital Inc., an investment company listed on the Canadian Securities Exchange. Michael Hamilton Irvine Non-Executive Director Mike has over 20 years’ experience in corporate finance, investment, and as non-executive director. Mike is Founder and Managing Partner of Cordovan Capital Management Limited having established the company in 2011. Cordovan is a private equity investor and advises Cordovan Capital Partners II L.P., a micro-cap private equity buy-out and growth fund. Mike is non-executive director on a number of private company boards and a non-executive director of Tribe Technology Plc which is seeking admission to the AIM Market of the London Stock Exchange. Neil Robert Adair Non-Executive Director Neil Adair is an FCA and UK Licensed Insolvency Practitioner with over 35 years of experience in corporate finance and restructuring, corporate and commercial banking, and “hands-on” operational business management. Neil trained with PwC, leaving the firm as a senior manager to become a Corporate Finance and Restructuring Partner at RSM. His experiences also include setting up the corporate lending and treasury operations of the former Anglo Irish Bank in Northern Ireland, followed by assuming the role of Managing Director of a substantial privately-owned property investment, development and trading group with operations spanning Ireland, the UK and Europe. Presently, Neil is a co-founder investor and director of RIADA Capital Partners, a transformational private- equity investment and advisory firm, currently holding investments across a broad range of sectors. 4 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT The Directors present their Strategic Report for the year ended 31 March 2023. 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. The Company’s shares are currently suspended from the Official List and trading on 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 were to 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. On 11 January 2022, the Company announced that it had decided not to proceed with the acquisition of Greenview Gas Limited, and on 1 April 2022, the Board announced that it had terminated the acquisition option agreement and all loans in respect of this transaction were settled. On 15th November 2022, the Board announced that it had entered into heads of terms (the “Amcomri HOT”) relating to the proposed acquisition of the share capital of Amcomri Group Limited, a group involved in providing specialist engineering and equipment services in the UK and Ireland. Following the year end progress continues to be made towards preparing the documentation necessary to complete the acquisition and have the Company’s shares readmitted to listing and trading. Performance of the Business and Position at the End of the Year The Company reported a loss of £297,089 for the year ended 31 March 2023 (2022 – profit of £34,215). Net assets as at the year-end 31 March 2023 were £612,175 (2022 - £909,264), with £672,558 in cash balances held at that date (2022 - £1,206,254). Loans of £20,463 were outstanding at the year end 31 March 2023 (2022 - £88,226) 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 during the next financial year. 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 RTO of a target company. The Board is confident that it will complete such a transaction during the next financial year, to the benefit of all shareholders. The Directors’ are of the view that given the straightforward nature of the Company, there are no non-financial performance indicators at this time. 5 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT Environmental and Social Matters The Company does not currently trade 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 - - - - - Principal Risks and Uncertainties 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 has no operating history (other than the provision of consultancy services to a previous acquisition target) 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. Funding an Acquisition Further funds, in addition to the equity proceeds raised on or before admission to the market, may be needed in order to complete the acquisition of a target business once it has been identified. The Company may therefore need to seek additional equity or debt financing to complete a transaction and may be unsuccessful in attempting to do so. 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 Section 172 Statement Section 172 (1) of the Companies Act 2006 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 which is likely to be headquartered or materially based in Northern Ireland, although the Board of Directors has stated that it will consider targets that are headquartered or materially based elsewhere and the Amcomri Group Limited is such a target. 7 ROCKPOOL ACQUISITIONS PLC STRATEGIC REPORT The key decision taken by the Board since the beginning of April 2022 which had the aim of delivering on this strategy was to enter into the heads of terms to acquire the Amcomri Group. 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 31 July 2023. 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 2023. Principal Activity Rockpool is a Special Purpose Acquisition Company based in Northern Ireland whose shares were admitted to the Standard Segment of the official list and to trading on the Main Market 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. Due to the announcement made by the Company on 15th November 2022, the Company’s shares are currently suspended from trading and from the Official List. Directors’ Indemnities There is no directors’ indemnity insurance during the year ended 31 March 2023 (2022- £Nil). Events after the End of the Reporting Period There have been no significant events since the end of the reporting period, but progress continues to be made towards preparing the documentation necessary to complete the acquisition and have the Company’s shares readmitted to listing and trading. Dividends No dividend was paid during the year (2022- £Nil) and the Directors do not recommend payment of a final dividend (2022- £Nil). Corporate Governance As a Company listed on the standard segment of the Official List, 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 strategic issues. 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 Mike Irvine, who is the chair, and Neil Adair. Carbon and Greenhouse Emissions The Company currently has no trade, no employees other than the Directors and does not have any dedicated office space, 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 2023 No. Ordinary shares 31 March 2022 No. 1 437,501 125,001 1 437,501 125,001 Note: M H 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 of the Company. 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 for at least 12 months from the date of these financial statements. 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. Employees The Company has no employees other than the Directors. Substantial Interests As at 31 March 2023, 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. Further details regarding risks are detailed in note 2(i) to the financial statements. Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards and applicable law. 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, relevant and reliable; 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 have been followed, subject to any material departures disclosed and explained in the financial statements; • assess the company’s ability to continue as a going concern, disclosing as applicable, matters relating to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the company, or to cease operations, or have no realistic alternative to do so. 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 2, confirm that, to the best of their knowledge: • The Company financial statements, which have been prepared in accordance with UK-Adopted IAS as permitted 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, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with Section 489 of the Companies Act 2006. Grant Thornton (NI) LLP has indicated their willingness to continue in office as auditor. Approved by the Board on 31 July 2023 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 2023. 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 2023. 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 2023 Fees £ 31 March 2022 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 2023 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 (2022 - none). The Company has not paid out any excess retirement benefits to any Directors (2022 - 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 5.75 5.75 5.75 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 31 July 2023 15 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC Report on the audit of the financial statements Opinion We have audited the financial statements of Rockpool Acquisitions PLC (the “Company”), which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, and the Statement of Cash Flows for the year ended 31 March 2023, and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and accounting standards including UK-adopted international accounting standards (UK-adopted IAS). In our opinion, Rockpool Acquisition PLC’s financial statements: • • give a true and fair view in accordance with UK-adopted IAS of the assets, liabilities and financial position of the Company as at 31 March 2023 and of its financial performance and cash flows for the year then ended; and have been properly 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 ‘Responsibilities of the auditor 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 United Kingdom, including the FRC’s Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the validity of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • We assessed and challenged the key assumptions used by management in prospective financial information, namely budgets and forecasts which covered at least 12 months from date of approval of financial statements. In particular we carried out an analysis on the key assumptions within the model to determine the level of working capital head room available for the Company under normal trading conditions and compared this to managements assessement; and • We compared budgeted financial results to actual financial results for the current year to critically assess management’s point of estimate; and • We reviewed post year end results and bank statements to verify that there was no unusual or material cash outflows after the year end which had not been considered as part of managements’ budget review. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 16 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC (continued) Other matter The financial statements of Rockpool Acquisitions PLC for the year ended 31 March 2022 were audited by PKF Littlejohn LLP who expressed an unmodified opinion on those statements on 6th September 2022. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current financial 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 the directing of 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 therefore we do not provide a separate opinion on these matters. Overall audit strategy We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was any evidence of potential bias that could result in a risk of material misstatement due to fraud. Based on our considerations as set out below, our areas of focus included: • Management override of control How we tailored the audit scope The Company has been set up with the principal activity being that of a special purpose acquisition vehicle to facilitate the reverse acquisition of a larger trading business. We tailored the scope of our audit taking into account the areas where the risk of misstatement was considered material to the Company, taking into account the nature of the Company’s business and the industry in which it operates. We performed an audit of the complete financial information of the Company. In establishing the overall approach to our audit, we assessed the risk of material misstatement at a Company level, taking into account the nature, likelihood and potential magnitude of any misstatement. As part of our risk assessment, we considered the control environment in place at Rockpool Acquisitions PLC. Materiality and audit approach The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, such as our understanding of the entity and its environment, the history of misstatements, the complexity of the Company and the reliability of the control environment, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole. 17 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC (continued) Materiality and audit approach (continued) Based on our professional judgement, we determined materiality for the Company financial statements as a whole to be £2,000 (2022: £12,000) for the year ended 31 March 2023, determined as being 0.25% of total assets (2022: 1%). We have applied this benchmark because the main objective of the Company is that of a special purpose acquisition vehicle to facilitate the reverse acquisition of a larger trading business. We have set Performance materiality for the Company at £1,000 (2022: £9,000), being 50% of materiality (2022: 75%), having considered the risk of misstatements in prior years, business risks and fraud risks associated with the entity and it’s the control environment. This is to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole. We agreed with the audit committee that we would report to them misstatements identified during our audit above 5% of overall materiality. Significant matters identified The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are set out below as significant matters together with an explanation of how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole. This is not a complete list of all risks identified by our audit. Management override of control – financial statement level risk Description of significant matter Our audit approach Under ISA (UK) 240 “The Auditor’s responsibility to consider fraud in an audit of financial statements”, there is a presumed significant risk of management override of internal controls. The primary responsibility for the prevention and detection of fraud rests with management. They are responsible for establishing a robust system of internal control designed to support the achievement of policies, aims and objectives and to manage the risks facing the entity; this includes the risk of fraud. Our audit is designed to provide reasonable assurance that the financial statements as a whole are free from material misstatement, whether caused by fraud or error. Based on the operations, aims and objectives of the company, we have determined that this area requires significant auditor attention. Details on the basis of preparation of the financial statements can be found in Note 2. Our procedures included, but not limited to: • • • Extracting source documentation which included trial balances and nominal ledgers, and reconciling this source material to the opening and closing financial information; Substantive audit testing of specific journal entries posted during the financial year to determine whether these journals were appropriately posted in the year; Reviewing management’s assessment of key estimates and judgements, to determine whether there was any evidence of management bias; and • An assessment of whether the financial results and accounting records include any significant or unusual transactions which were not in line with UK-adopted IAS. We completed our planned audit procedures, with no exceptions noted. 18 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC (continued) Other information Other information comprises information included in the annual report, other than the financial statements and our auditor’s report thereon, including the Directors’ Report, the Strategic Report, and Remuneration Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the Strategic Report and the 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 has 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 company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and the Directors’ Report. We have nothing to report in respect of the following matters where 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 management and those charged with governance for the financial statements As explained more fully in the Directors' responsibilities statement, management is responsible for the preparation of the financial statements which give a true and fair view in accordance with UK-adopted IAS, and for such internal control as directors determine necessary to enable the preparation of financial statements are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is 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 management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. 19 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC (continued) Responsibilities of the auditor for the audit of the financial statements The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of an auditor’s 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. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with London Stock Exchange Listing Rules, Financial Conduct Authority, Data Privacy law, and Employment Law, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK tax legislation. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated 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 inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements. In response to these principal risks, our audit procedures included but were not limited to: • • • • • • • • enquiries of management board of directors, on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; inspection of the Company’s legal and regulatory correspondence and review of minutes of directors’ meetings during the year to corroborate inquiries made; gaining an understanding of the entity’s current activities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud; discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; challenging assumptions and judgements made by management in their significant accounting estimates; and review of the financial statement disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls. 20 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ROCKPOOL ACQUISITION PLC (continued) The purpose of our audit work and to whom we owe our responsibilities 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. Report on other legal and regulatory requirements We were appointed by the Board of Directors on 23 January 2023 to audit the financial statements for the year ended 31 March 2023. This is the first year we have been engaged to audit the financial statements of the company. We have not provided non-audit services prohibited by the FRC’s Ethical Standard and have remained independent of the entity in conducting the audit. The audit opinion is consistent with the additional report to the audit committee. Louise Kelly (Senior Statutory Auditor) For and on behalf of Grant Thornton (NI) LLP Chartered Accountants & Statutory Auditors Belfast Northern Ireland 31 July 2023 21 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF COMPREHENSIVE INCOME YEAR ENDED 31 MARCH 2023 Other Income Administrative expenses Operating loss Finance income Finance costs (Loss)/Profit before taxation Income tax expense Note 2023 £ 2022 £ 3 6 7 - (296,411) ______ 65,381 (101,392) ______ (296,411) (36,011) - (678) ______ 99,405 (6,740) ______ (297,089) 56,654 - ______ (22,439) ______ (Loss)/profit for the year attributable to equity shareholders ( 297,089) 34,215 Total Comprehensive Income attributable to equity shareholders Earnings per share attributable to equity shareholders Basic and diluted (pence) ______ ______ (297,089) ______ 34,215 ______ 5 (2.33) ______ 0.27 ______ All amounts relate to continuing operations. There was no other comprehensive income in the current or prior year as presented. The accounting policies and notes on pages 26 to 37 form part of the financial statements 22 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2023 Assets Current Assets Trade and other receivables Cash and cash equivalents Total Assets Equity and liabilities Share capital Share premium Retained deficit Total equity attributable to the owners of the parent Current Liabilities Trade and other payables Borrowings Corporation Tax Non-Current Liabilities Borrowings Total liabilities Total Equity and liabilities Note 31 March 31 March 2022 £ 2023 £ 9 51,151 - 672,558 1,206,254 ________ ________ 723,709 1,206,254 ________ ________ 10 10 636,250 461,250 (485,325) _______ 636,250 461,250 (188,236) _______ 612,175 _______ 909,264 _______ 11 13 91,072 6,393 - 186,325 68,619 22,439 _______ __________ 277,383 _______ 97,465 _______ 13 14,069 _______ 19,607 _______ 111,534 _______ 296,990 _______ 723,709 _______ 1,206,254 _______ These Financial Statements were approved and authorised for issue by the Board of Directors and were signed on its behalf on 31 July 2023 R A D Beresford Director The accounting policies and notes on pages 26 to 37 form part of the financial statements 23 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF CHANGES IN EQUITY YEAR ENDED 31 MARCH 2023 Balance as at 31 March 2021 At 1 April 2021 Profit for the year Total comprehensive income for the year Balance as at 31 March 2022 At 1 April 2022 Loss for the year Total comprehensive income for the year Balance as at 31 March 2023 Attributable to equity shareholders Share capital £ Share premium £ Retained deficit £ Total £ 636,250 _______ 461,250 _______ (222,451) _______ 875,049 _______ 636,250 _______ 461,250 _______ (222,451) _______ 875,049 _______ - _______ - _______ 34,215 _______ 34,215 _______ - _______ - _______ 34,215 _______ 34,215 _______ 636,250 _______ 461,250 _______ (188,236) _______ 909,264 _______ 636,250 _______ 461,250 _______ (188,236) _______ 909,264 _______ - _______ - _______ (297,089) _______ (297,089) _______ - _______ - _______ (297,089) _______ (297,089) _______ 636,250 _______ 461,250 _______ (485,325) _______ 612,175 _______ The accounting policies and notes on pages 26 to 37 form part of the financial statements 24 ROCKPOOL ACQUISITIONS PLC COMPANY NUMBER NI644683 STATEMENT OF CASH FLOWS YEAR ENDED 31 MARCH 2023 Note 2023 £ 2022 £ Cash Flows from Operating Activities (Loss)/Profit before tax Changes in working capital: (Increase)/Decrease in trade and other receivables (Decrease)/Increase in trade and other payables Corporation Tax Paid Net Cash used in Operating Activities Cash Flows from Financing Activities Receipt of Greenview loan, net of advances COVID Bounce Back Loan repaid Director Loan Repaid 9 11 13 13 13 (297,089) 56,654 (51,151) (95,253) (22,439) _______ 2,228 (38,249) - _______ (465,932) 20,633 (5,538) (62,226) _______ - 1,164,638 (4,000) - _______ Net Cash (used in)/generated from financing Activities (67,764) 1,160,638 Net (Decrease)/Increase in Cash and Cash Equivalents (533,696) 1,181,271 Cash and cash equivalents at the beginning of the year Cash and Cash Equivalents at the End of the Year 1,206,254 _______ 24,983 _____ 672,558 1,206,254 _______ _______ The accounting policies and notes on pages 26 to 37 form part of the financial statements 25 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 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 c/o Cordovan Capital Management, Suite 102, Urban HQ, 5-7 Upper Queen Street, Belfast, Northern Ireland, United Kingdom, BT1 6FB. The principal activity of the Company is that of a Special Purpose Acquisition Vehicle. The Company’s shares have been suspected from trading on the London Stock Exchange as a result of the Regulatory Announcement made on 15th November 2022. 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. The financial statements have also been prepared under the historical cost convention. The preparation of financial statements in conformity with UK-adopted IAS 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. New Standards, amendments or interpretations Newly adopted standards The Company has adopted the following IFRSs in these financial statements which are effective for periods beginning on or after 1 January 2022: - Reference to the Conceptual Framework (Amendments to IFRS 3) - Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) - Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) Annual Improvements (2018-2020 Cycle): - Fees in the '10 per-cent' Test for De-recognition of Financial Liabilities (Amendments to IFRS 9) - Lease Incentives (Amendments to IFRS 16) - Taxation in Fair Value Measurements (Amendments to IAS 41). The adoption of these amendments to IFRSs did not result in material changes to the Company financial statements. 26 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 2. Summary of Significant Accounting Policies New Standards, amendments or interpretations (continued) Adopted IFRS not yet applied The following Adopted IFRSs have been issued but have not been applied by the Company in these financial statements. Their application is not expected to have a material effect on the financial statements unless otherwise indicated: - IFRS 17 Insurance Contracts (effective date 1 January 2023) - Amendments to IFRS 17 ‘Insurance Contracts’ (Amendments to IFRS 17 and IFRS 4) - Deferred tax related to assets and liabilities arising from a single transaction (effective date 1 January 2023) - Definition of accounting estimates (effective date 1 January 2023) - Disclosure of accounting policies (amendments to IAS 1 and IFRS Practice Statement 2) (effective date 1 January 2023) - Classification of liabilities as current or non-current (effective date deferred until not earlier than 1 Jan 2024) 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 cash flow forecasts for a period of at least 12 months from the date of approval of the Financial Statements which demonstrate that the Company has more than adequate cash reserves to meet its the Company will continue to be able 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. 27 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 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. 28 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 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. There was no revenue earned in the current year. Other income comprises the fair value of the consideration received or receivable from the provision of other services that are not the principal activity of the business. 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. 29 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 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 acquisition targets, 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. h) Equity 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 monies returned to the Company by Greenview are being held as cash to enable the Company to meet its ongoing commitments and to fund a transaction as and when a suitable target is found. 30 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 2. Summary of Significant Accounting Policies (continued) i) Financial Risk Management (continued) Controls over expenditure are carefully managed, in order to maintain the Company’s 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 £612,175 as at 31 March 2023 (2022 - £909,264). j) Finance income All finance income are accounted for on an accruals basis. k) Expenses and Finance Costs All expenses and finance costs are accounted for on an accruals basis. Operating expenses are recognised in the profit and loss account upon utilisation of the service or as incurred. Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended sale or use. Other borrowing costs are expensed when incurred and are reported as borrowing costs. l) Government Grants Government Grants are recognised when it is reasonable to expect that the grant will be received and that all related conditions have been met, usually on submission of a valid claim for payment. Grants in respect of capital expenditure are credited to a deferred income account and released to the profit and loss account over the useful life of the asset. Grants of a revenue nature are credited to income so as to match then with the expenditure to which they relates. m) 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. There are no significant estimates or judgements in these financial statements. 31 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 3 Expenses by Nature Directors’ fees Legal and professional fees Audit and assurance fees FCA and LSE fees Other expenses Total 4. 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 2023 £ 2022 £ 36,000 178,434 56,096 25,640 241 ______ 36,000 11,914 15,796 36,884 798 ______ 296,411 ______ 101,392 ______ 2023 £ 2022 £ 40,000 16,000 ______ ______ 40,000 ______ 16,000 ______ The comparative period relates to payments made to the previous audit firm. There were no non-audit fees paid to the auditors in the current or prior years presented. 5. Earnings per share Basic earnings per share is calculated by dividing the Profit/(Loss) 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 Basic and diluted earnings per share (pence) 2023 £ 2022 £ (297,089) 34,215 _________ _________ 12,725,003 12,725,003 _________ _________ (2.33) ____ 0.27 ____ 32 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 6. Finance Income Interest income on loans 7. Income Tax Expense Tax Charge for the Period 2023 £ 2022 £ - ______ 99,405 ______ Taxation of £NIL arises on the result for the year (2022 - £22,439). Factors Affecting the Tax Charge for the Period The tax charge for the year is higher than the standard applicable rate of UK Corporation Tax of 19% (2022: higher than). 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% (2022 - 19%) Expenses not deductible for tax purposes Income to be taxed on receipt Brought forward losses utilised in the year Losses carried forward on which no deferred tax is recognised Current tax 2023 £ 2022 £ (297,089) ______ 56,654 ______ (56,447) 10,764 6,073 - - 50,374 ______ 7,008 62,226 (57,559) 0 ______ - ______ 22,439 ______ Factors Affecting the Tax Charge of Future Periods Tax losses available to be carried forward by the Company at 31 March 2023 against future profits are estimated at £265,127 (2022 - £nil). 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. 33 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 8. Directors’ Remuneration Remuneration for qualifying services R A D Beresford M H Irvine N R Adair Total 2023 £ 2022 £ 36,000 ______ 36,000 ______ 12,000 12,000 12,000 ______ 12,000 12,000 12,000 ______ 36,000 ______ 36,000 ______ There are no other employees in the Company apart from the above Directors (2022 - none). 9. Trade and Other Receivables VAT Other receivables – prepayments Total 2023 £ 2022 £ 38,941 12,210 - - ________ ________ 51,151 - ________ ________ The fair value of all receivables is the same as their carrying values stated above. The company has no trade receivables at the year end. Other receivables consist of taxes and prepayments, and therefore are considered to have low credit risk. The maturity period of these assets are less than 12 months. The expected credit loss is therefore £Nil. 34 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 10. Share Capital and Premium At 31 March 2023 At 31 March 2022 *issued and fully paid Number of Shares* Share capital £ Share premium £ Total £ 12,725,000 _________ 636,250 _______ 461,250 1,097,500 _______ ________ 12,725,000 _________ 636,250 _______ 461,250 1,097,500 _______ ________ There were no adjustments to authorised share capital in the year (2022: Nil). All Ordinary Shares rank pari passu in all respects including voting rights, and the right to receive dividends if any are declared in respect of ordinary shares. 11. Trade and Other Payables Trade Payables Accruals 2023 £ 2022 £ 45,072 46,000 _______ 186,325 - _______ 91,072 _______ 186,325 _______ All amounts are short-term. The carrying values of trade payables are considered to be a reasonable approximation of fair value. All amounts are payable GBP. 12. 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, the provision of consultancy services and the payment of interest on loans. There are no material differences between the book value and fair value of the financial instruments. Due to the simple nature of the business, the Directors do not believe the Company is subject to interest rate risk. In addition, since all balances are denominated in GBP Sterling, there is no foreign currency risk. Financial assets: Cash and cash equivalents Financial liabilities – amortised cost: Trade and other payables Borrowing 35 2023 £ 2022 £ 672,558 1,206,254 ________ ________ 91,072 20,462 186,325 88,226 ________ ________ ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 13. Borrowings Director Loan (Note 14) Danske Bank COVID Bounce Back Loan Total 2023 £ - 20,463 _______ 20,463 ________ Current liability Non-current liability 2023 £ 6,393 14,069 _______ Total 20,462 _______ 2022 £ 62,226 26,000 ______ 88,226 ______ 2022 £ 68,619 19,607 ______ 88,226 ______ 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 Acquisitions PLC. 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. This loan was fully repaid during FY 2023. COVID Bounce Back Loan: The Company received a £30,000 COVID-19 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 started in August 2021. 14. Related Parties Remuneration of Key Management See note 8 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-year 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 (2022 - £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. This loan was fully repaid during FY 2023. 36 ROCKPOOL ACQUISITIONS PLC NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 MARCH 2023 14. 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 Official List and to trading on the Main Market of the London Stock Exchange. McCarthy Denning has continued to provide legal services to the Company since that date including in relation to acquisitions and company secretarial matters. McCarthy Denning is currently providing services in relation to the preparation of the prospectus for the readmission of the Company’s shares to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange pursuant to an engagement letter dated 17th December 2022. 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 not less than 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. A total of £138,554 (2022 - £Nil) has been paid to McCarthy Denning during the period in respect of legal services. The amount due to McCarthy Denning as at 31 March 2023 amounted to £34,232 (2022 - £45,065). 15. Contingent Liabilities and Capital Commitments There were no contingent liabilities or capital commitments at 31 March 2023. 16. Ultimate Controlling Party The Directors believe there to be no ultimate controlling party and that the Company is controlled collectively by the shareholders. 17. Events After the Reporting Period The directors do not consider there to be any significant events after the reporting period. 37
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