2 May 2024
Alteration Earth
PLC
Interim Condensed Financial
Statements
Half Year to 31 March
2024
Alteration Earth PLC (the "Company")
announces its unaudited interim results for the half year
ended 31 March 2024.
Copies of this interim report will be made
available on the Company's website www.altearthplc.com
Enquiries
For further information, please
visit www.altearthplc.com
or contact:
Alteration
Earth PLC
Matthew Beardmore
Director
T: +44 (0)20 4501 8549
Email: info@altearthplc.com
Interim
Management Report
The Company was formed to undertake an
acquisition of a target company or business or asset(s) in the
clean technology and/or clean, green and renewable energy sector.
The Company's shares began trading on the standard list segment of
the London Stock Exchange's ("LSE") main market for listed
securities on 1 July 2022. We continue to progress the Company's
objectives as outlined in the prospectus dated 17 June
2022.
The Company announced on 1 August 2023 that it
has entered non-binding heads of terms for a proposed acquisition
which remains subject to legal and financial due diligence and
entry into a legally binding agreement before the proposed
acquisition may proceed to completion. Whilst discussions and the
due diligence exercise continues to be progressed, the parties have
not yet progressed to a binding agreement. As reported by the
Company on 12 December 2023, progress has been slower than
originally anticipated while the parties seek feedback from
prospective financial partners.
Whilst the effects of macroeconomic and
geopolitical uncertainty throughout 2023 have continued into 2024,
having a significant impact on equity capital markets in the United
Kingdom, it is hoped that markets will improve during this year.
Given the significant levels of public M&A activity which
occurred in Q1 2024 in the United Kingdom, which has continued into
Q2, it is hoped that this will act as a positive driver for
increased equity capital activity which will assist the Company and
its partners in progressing fundraising discussions concurrent with
the proposed completion of its acquisition.
Principal
risks and uncertainties
The principal risks and uncertainties facing
our business are monitored on an ongoing basis. The directors have
reviewed the principal risks and uncertainties disclosed in the
2023 Annual Report and concluded that they remain applicable for
the first half of the current financial year. A detailed
description of these risks and uncertainties is set out on pages 3
to 4 of the 2023 annual report.
Martin
Samworth, Director
2 May 2024
Statement of
Directors' Responsibilities
The directors are responsible for preparing the
interim management report in accordance with applicable law and
regulations. The directors confirm that the interim condensed
financial information has been prepared in accordance with
International Accounting Standard 34 (Interim Financial Reporting) as
endorsed for use in the United Kingdom.
The interim management report includes a fair
review of the information required by the Disclosure Guidance
and Transparency Rules paragraphs 4.2.7 R
and 4.2.8 R, namely:
•
the interim condensed financial statements, which
have been prepared in accordance with applicable accounting
standards, give a true and fair view of the assets, liabilities,
financial position, and profit or loss of the issuer as required by
DTR 4.2.4 R;
•
an indication of important events that have
occurred during the six months ended 31 March 2024 and their impact
on the condensed set of financial information; and
•
material related-party transactions during the six
months ended 31 March 2024 and any material changes in the
related-party transactions described in the 2023 Annual
Report.
The interim management report was approved by
the Board of Directors and the above responsibility statement was
signed on its behalf by:
Matthew
Beardmore, Director
2 May 2024
Condensed Income Statement and Statement
of Other Comprehensive Income
for
the Period 1 October 2023 to 31 March 2024
|
|
1 October 2023
to
31 March 2024
|
1 October 2022
to
31 March 2023
|
|
Notes
|
£
|
£
|
Revenue
|
|
-
|
-
|
Administration expenses
|
|
(151,301)
|
(129,646)
|
OPERATING
LOSS
|
|
(151,301)
|
(129,646)
|
LOSS BEFORE
INCOME TAX
|
|
(151,301)
|
(129,646)
|
Income tax
|
5
|
-
|
-
|
LOSS AFTER
INCOME TAX
|
|
(151,301)
|
(129,646)
|
OTHER
COMPREHENSIVE INCOME
|
|
-
|
-
|
TOTAL
COMPREHENSIVE LOSS FOR THE PERIOD
|
|
________
(151,301)
|
________
(129,646)
|
|
|
|
|
Loss per share expressed in pence per
share:
|
6
|
|
|
Basic
|
|
(0.84)
|
(0.72)
|
Diluted
|
|
(0.84)
|
(0.72)
|
|
|
|
|
Notes:
(i) The Income Statement
has been prepared on the basis that all operations are continuing
operations.
(i) The accounting
policies and notes form an integral part of these condensed
financial statements.
Condensed Statement of Financial
Position at 31 March 2024
(Unaudited)
|
|
As at
31 March
2024
|
As at
30 September
2023
|
|
Notes
|
£
|
£
|
ASSETS
|
|
|
|
CURRENT
ASSETS
|
|
|
|
Other receivables
|
7
|
13,975
|
25,800
|
Cash and cash equivalents
|
8
|
716,849
|
828,215
|
TOTAL CURRENT
ASSETS
|
|
730,824
|
854,015
|
TOTAL
ASSETS
|
|
730,824
|
854,015
|
|
|
|
|
EQUITY AND
LIABILITIES
|
|
|
|
EQUITY
ATTRIBUTABLE TO OWNERS
|
|
|
|
Share capital
|
9
|
54,000
|
54,000
|
Share premium
|
10
|
941,522
|
941,522
|
Other reserves
|
10
|
232,500
|
217,500
|
Accumulates losses
|
10
|
(567,844)
|
(416,543)
|
TOTAL
EQUITY
|
|
660,178
|
796,479
|
|
|
|
|
LIABILITIES
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
Trade and other payables
|
11
|
70,646
|
57,536
|
TOTAL
LIABILITIES
|
|
70,646
|
57,536
|
|
|
|
|
TOTAL EQUITY
AND LIABILITIES
|
|
730,824
|
854,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The condensed financial statements were
approved by the Board of Directors and authorised for issue on 2
May 2024 and were signed on its behalf by:
Matthew
Beardmore, Director
2 May 2024
Statement of Changes in
Equity
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
Called up
share
Retained
Share
Other
Total
capital
earnings
premium
reserves
equity
£
£
£
£
£
Period 1
October 2023 to 31 March 2024
Balance at 1
October
2023
54,000
(416,543)
941,522
217,500
796,479
Deficit for
the
period
-
(151,301)
-
- (151,301)
Share based payment
reserve
-
-
-
15,000
15,000
Balance at 31
March 2024
54,000
(567,844) 941,522
232,500
660,178
Period 1
October 2022 to 31 March 2023
Balance at 1
October
2022
54,000
(143,128)
941,522
187,500 1,039,894
Deficit for
the
period
-
(129,646)
-
- (129,646)
Share based payment
reserve
-
-
-
15,000
15,000
Balance at 31
March
2023
54,000
(272,774) 941,522
202,500
925,248
Consolidated Statement of Cash
Flows
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
|
|
1 October 2023
to
31 March 2024
|
1 October 2022
to
31 March 2023
|
18 August 2021
to
31 March 2022
|
|
Notes
|
£
|
£
|
£
|
Change in working capital
|
1
|
(111,366)
|
(136,999)
|
-
|
|
|
|
|
|
Increase/(decrease) in cash and cash
equivalents
|
|
(111,366)
|
(136,999)
|
1,148,522
|
Cash and cash equivalents at beginning of
period
|
2
|
828,215
________
|
1,069,939
________
|
-
________
|
Cash and cash
equivalents at end of period
|
|
716,849
|
932,940
|
1,148,522
|
Notes to the Statement of Cash
Flows
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
1.
|
RECONCILIATION
OF LOSS BEFORE INCOME TAX TO CHANGES IN WORKING
CAPITAL
|
1 October 2023
to
31 March 2024
|
1 October 2022
to
31 March 2023
|
18 August 2021
to
31 March 2022
|
|
£
|
£
|
£
|
Loss before income tax
|
(151,301)
|
(129,646)
|
(21,553)
|
Decrease in trade and other
receivables
|
11,825
|
2,286
|
-
|
Decrease in trade and other payables
|
13,110
|
(24,639)
|
21,553
|
Non-cash costs share based payments
|
15,000
|
15,000
|
-
|
|
|
|
|
Working capital
movement
|
(111,366)
|
(136,999)
|
-
|
|
|
|
2.
CASH AND CASH
EQUIVALENTS
The amounts disclosed on the Statement of Cash
Flows in respect of cash and cash equivalents are in respect of
these Statement of Financial Position amounts:
Period ended 31 March
2024
31 March 31
March
2024
2023
£
£
Cash
and cash
equivalents
716,849
932,940
Notes to the Condensed Financial
Statements
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
1.
STATUTORY
INFORMATION
Alteration Earth Plc (the 'Company') was incorporated
on 18 August 2021 in England and Wales, with registered number
13571750 under Companies Act 2006. The registered office of the
company is c/o Keystone Law, 48 Chancery Lane, London, WC2A 1JF.
The Company is a public limited company and was admitted to the
Standard Listing Segment of the London Stock Exchange on 1 July
2022. The principal activity of the Company is to undertake an
acquisition of a controlling interest in a company or business in
the Clean, Green, Renewable Energy (CGRE) sector.
2.
ACCOUNTING
POLICIES
Basis of
preparation
These financial statements have been prepared in
accordance with UK-adopted international accounting standards and
with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. The financial statements have been prepared
under the historical cost convention.
The principal accounting policies are set out below
and have, unless otherwise stated, been applied consistently for
all periods presented in these Financial Statements. The Financial
Statements are prepared in pounds Sterling and presented to the
nearest pound.
Going
concern
The financial statements have been prepared on a
going concern basis, which assumes that the Company will continue
in operational existence for the foreseeable future.
The Company has no revenue but has cash resources to
finance activities whilst it identifies and completes suitable
transaction opportunities. When a suitable transaction is
identified, the Directors will consider the need for further
funding to complete the transaction.
Having considered forecasts, the Directors consider
that the Company has sufficient funds available to continue in
operational existence for at least 12 months from the date of
approval of these accounts. Accordingly, the Board believes it
appropriate to adopt the going concern basis in the approval of the
financial statements.
Accounting
standards
There are no new standards, amendments and
interpretations adopted by the Company.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
New standards
and interpretations not yet adopted
A number of new standards and amendments to standards
and interpretations are effective for annual periods beginning
after 1 October 2022 and have not been applied in preparing these
financial statements. None of these are expected to have a
significant effect on the financial statements of the Company.
There are no other IFRSs or IFRIC interpretations
that are not yet effective that would be expected to have a
material impact on the Company.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
Critical accounting
judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting
policies, management makes estimates and assumptions that have an
effect on the amounts recognised in the financial information.
Although these estimates are based on management's best knowledge
of current events and actions, actual results may ultimately differ
from those estimates. Apart from share based payments and share
issue costs discussed below the Directors consider that there are
no other critical accounting judgements or key sources of
estimation uncertainly relating to the financial information of the
Company.
Cash and cash
equivalents
Cash represents cash in hand and deposits held on
demand with financial institutions. Cash equivalents are
short-term, highly-liquid investments with original maturities of
three months or less (as at their date of acquisition). Cash
equivalents are readily convertible to known amounts of cash and
subject to an insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows,
cash and cash equivalents also include bank overdrafts. Any such
overdrafts are shown within borrowings under 'current liabilities'
on the Statement of Financial Position.
Financial
instruments recognition
A financial asset or financial liability is
recognised in the statement of financial position of the Company
when it arises or when the Company becomes part of the contractual
terms of the financial instrument.
Classification
Financial
assets at amortised cost
The Company measures financial assets at
amortised cost if both of the following conditions are
met:
(1) the asset is held within a business model
whose objective is to collect contractual cashflows; and
(2) the contractual terms of the financial
asset generating cash flows at specified dates only pertain to
capital and interest payments on the balance of the initial
capital.
Financial assets which are measured at
amortised cost, are measured using the Effective Interest Rate
Method (EIR) and are subject to impairment. Gains and losses are
recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial
liabilities at amortised cost
Financial liabilities measured at amortised
cost using the effective interest rate method include current
borrowings and trade and other payables that are short term in
nature. Financial liabilities are derecognised if the Company's
obligations specified in the contract expire or are discharged or
cancelled.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
Financial
liabilities at amortised cost - continued
Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate ("EIR").
The EIR amortisation is included as finance costs in profit or
loss. Trade payables other payables are non-interest bearing and
are stated at amortised cost using the effective interest
method.
Derecognition
A financial asset is derecognised
when:
(1) the rights to receive cash flows from the
asset have expired, or
(2) The Company has transferred its rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement; and either (a) the
Company has transferred substantially all the risks and rewards of
the asset, or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset but has
transferred control of the asset.
Impairment
The Company recognises a provision for
impairment for expected credit losses regarding all financial
assets. Expected credit losses are based on the balance between all
the payable contractual cash flows and all discounted cash flows
that the Company expects to receive. Regarding trade receivables,
the Company applies the IFRS 9 simplified approach in order to
calculate expected credit losses. Therefore, at every reporting
date, provision for losses regarding a financial instrument is
measured at an amount equal to the expected credit losses over its
lifetime without monitoring changes in credit risk. To measure
expected credit losses, trade receivables and contract assets have
been grouped based on shared risk characteristics.
Taxation
Tax currently payable is based on taxable profit for
the period. Taxable profit differs from profit as reported in the
income statement because it excludes items of income and expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred tax is recognised on differences between the
carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
Taxation -
continued
The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to profit
or loss, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income
taxes levied by the same taxation authority and the Company intends
to settle its current tax assets and liabilities on a net
basis.
Foreign currency translation
The financial information is presented in Sterling
which is the Company's functional and presentational currency.
Transactions in currencies other than the functional
currency are recognised at the rates of exchange on the dates of
the transactions. At each balance sheet date, monetary assets and
liabilities are retranslated at the rates prevailing at the balance
sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
Equity
Share capital is determined using the nominal
value of shares that have been issued.
The Share premium account includes any premiums
received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are
deducted from the Share premium account, net of any related income
tax benefits.
Equity-settled share-based payments are
credited to a share-based payment reserve as a component of equity
until related options or warrants are exercised or
lapse.
Accumulated losses include all current and
prior period results as disclosed in the income
statement.
Share Based
Payments
Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market based
vesting conditions) at date of grant. The fair value so determined
is expensed on a straight-line basis over the vesting period, based
on the Company's estimate of the number of shares that will
eventually vest and adjusted for the effect of non-market based
vesting conditions. Fair value is measured using the Black Scholes
pricing model. The key assumption used in the model have been
adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
Share based
payments: share warrants
The Company issued warrants to the
lead investor and two directors on 1 July 2022. Equity-settled
share-based payments are measured at fair value (excluding the
effect of non-market based vesting conditions) at date of grant.
The fair value so determined is expensed on a straight-line basis
over the vesting period, based on the Company's estimate of the
number of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions. Fair value is
measured using the Black Scholes pricing model. The key assumption
used in the model have been adjusted, based on management's best
estimate of the vesting period and volatility.
Share Issue costs
The costs of share issues are
charged against the share premium account. Where the share issue
costs are incurred concurrently with another activity such as a
stock market admission and/or an issue of a prospectus or admission
document then the costs of these activities can be difficult to
quantify separately and therefore reliance is placed on
management's best estimate of the split of the costs.
Loss per
share
Basic loss per share is calculated as the
profit or loss attributable to equity holders of the Company for
the period, adjusted to exclude any costs of servicing equity
(other than dividends), divided by the weighted average number of
ordinary shares.
Diluted EPS is calculated by dividing the
profit attributable to ordinary equity holders of the Company by
the weighted average number of ordinary shares outstanding during
the period plus the weighted average number of ordinary shares that
would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.
Segmental
reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the chief
operating decision-maker.
The chief operating decision-maker, who is
responsible for allocating resources and assessing performance of
the operating segments, has been identified as the Board as a
whole.
Identifying and assessing investment projects
is the only activity the Company is involved in and is therefore
considered as the only operating/reporting segment. Therefore, the
financial information of the single segment is the same a set out
in the statement of comprehensive income and statement of financial
position.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
2.
ACCOUNTING POLICIES -
continued
Cash and cash
equivalents
Cash represents cash in hand and deposits held
on demand with financial institutions. Cash equivalents are
short-term, highly-liquid investments with original maturities of
three months or less (as at their date of acquisition). Cash
equivalents are readily convertible to known amounts of cash and
subject to an insignificant risk of change in that cash
value.
In the presentation of the Statement of Cash
Flows, cash and cash equivalents also include bank overdrafts. Any
such overdrafts are shown within borrowings under 'current
liabilities' on the Statement of Financial Position.
Taxation
Tax currently payable is based on taxable
profit for the period. Taxable profit differs from profit as
reported in the income statement because it excludes items of
income and expense that are taxable or deductible in other years
and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is recognised on differences
between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates
that are expected to apply in the period when the liability is
settled, or the asset realised. Deferred tax is charged or credited
to profit or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net
basis.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
3.
EMPLOYEES AND
DIRECTORS
The average number of employees during the
period was NIL.
|
1 October 2023 to 31 March
2024
|
1 October 2022 to 31 March
2023
|
|
£
|
£
|
Directors' remuneration: fair value of warrants
granted
|
15,000
|
15,000
|
4.
LOSS BEFORE INCOME
TAX
The loss before income tax is stated after
charging:
|
1 October 2023 to 31 March
2024
|
1 October 2022 to 31 March
2023
|
|
£
|
£
|
Auditors' remuneration:
|
18,000
|
17,000
|
5.
INCOME TAX
Analysis of tax expense
No liability to UK corporation tax
arose for the period 1 October 2023 to 31 March 2024 nor for the
period 1 October 2022 to 31 March 2023.
A reconciliation of the tax charge /
credit appearing in the income statement to the tax that would
result from applying the standard rate of tax to the results for
the period is:
|
1 October
2023
to
31 March
2024
|
1 October
2022
to
31 March
2023
|
£
|
£
|
|
Loss for the period
|
(151,301)
|
(129,646)
|
|
Tax credit at the Company's effective
rate of corporation tax
|
(37,825)
|
(24,633)
|
|
Impact of losses disallowed for tax
purposes
|
3,750
|
2,850
|
|
Effect of tax losses available for
carry forward against future profits
|
34,075
|
21,783
|
|
|
|
|
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
5.
INCOME TAX -
CONTINUED
Analysis of tax expense - continued
The Company's unutilised tax losses
carried forward at 31 March 2024 amounted to £452,826 (at 31 March
2023: £187,456). A deferred tax asset has not been recognised due
to uncertainty over the timing of the utilisation of the
losses.
Effective corporate tax
rate
The standard rate of corporation tax
in the UK from 1 April 2023 is 25%, prior to which the rate was
19%. Accordingly, the Company's effective rate of corporation tax
for the period 1 October 2023 to 31 March 2024 was 25% (1 October
2022 to March 2023: 19%).
6. EARNINGS PER
SHARE
Basic EPS is calculated by dividing
the earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the
period.
Diluted EPS is calculated by
dividing the profit attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
Reconciliations are set out below.
Weighted
average
number
Per-share
Earnings
of
amount
£
shares
pence
Basic and Diluted
EPS
|
Earnings attributable to ordinary
shareholders:
1 October 2023 to 31 March 2024
1 October 2022 to 31 March 2023
|
(151,301)
(129,646)
|
18,000,000
18,000,000
|
(0.84)
(0.72)
|
Diluted EPS are not separately calculated as
the warrants would be anti-dilutive due to the loss, the weighted
average number of shares including the dilution shares is
20,700,000.
7.
TRADE AND OTHER
RECEIVABLES
|
31 March 2024
|
30 September 2023
|
|
£
|
£
|
Current:
|
|
|
Prepayments
|
13,975
|
25,800
|
|
13,975
|
25,800
|
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
8.
CASH AND CASH
EQUIVALENTS
|
31 March 2024
|
30 September 2023
|
|
£
|
£
|
|
|
|
Bank account
|
716,849
|
828,215
|
|
716,849
|
828,215
|
9.
SHARE CAPITAL AND SHARE
PREMIUM
|
|
No. of
Shares
|
Share Capital
|
Share
Premium
|
Total
|
|
Issued on Incorporation
|
|
£
|
£
|
£
|
|
Ordinary shares of £0.001
each
|
2
|
0.002
|
-
|
0.002
|
|
Issued on 23 November 2021
Consolidation of shares on 29 November
|
4
|
0.004
|
-
|
0.004
|
|
2021 to £0.003 each
|
2
|
0.006
|
-
|
0.006
|
|
Issued on 1 July 2022 at £0.04 each
seed
|
|
|
|
|
|
price
|
8,999,998
|
27,000
|
333,000
|
360,000
|
|
Issued on 1 July 2022 at £0.10
each
|
|
|
|
|
|
subscription price
|
9,000,000
|
27,000
|
873,000
|
900,000
|
|
As at 31 March 2024
|
18,000,000
|
54,000
|
1,206,000
|
1,260,000
|
|
As at 30 September 2023
|
18,000,000
|
54,000
|
1,206,000
|
1,260,000
|
The Company has only one class of
share. All ordinary shares have equal voting rights and rank pari
passu for the distribution of dividends and repayment of
capital.
10. RESERVES
|
Retained
Earnings
£
|
|
Share
Premium
£
|
|
Other
Reserves
£
|
|
Totals
£
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
(416,543)
|
|
941,522
|
|
217,500
|
|
742,479
|
Loss for the period
|
(151,301)
|
|
-
|
|
-
|
|
(151,301)
|
Share based payments
charges
|
-
|
|
-
|
|
15,000
|
|
15,000
|
At 31 March 2024
|
(567,844)
|
|
941,522
|
|
232,500
|
|
660,178
|
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
11. TRADE AND OTHER PAYABLES
|
31 March 2024
|
30 September 2023
|
|
£
|
£
|
Current:
|
|
|
Trade payables
|
6,964
|
-
|
Accruals
|
63,682
|
57,536
|
|
70,646
|
57,536
|
12. FINANCIAL INSTRUMENTS AND RISK
MANAGEMENT
The Company's financial instruments comprise
primarily of bank balances. The main purpose of these financial
instruments is to provide working capital for the Company's
operations. The Company does not utilise complex financial
instruments or hedging mechanisms. The company is not trading nor
carrying out any business activities and therefore has not
disclosed in this note below all of the disclosure items set out in
IFRS7 as they are not considered material and relevant to its
current status.
Financial
assets by category
|
31 March 2024
|
30 September 2023
|
|
£
|
£
|
Current assets
|
|
|
Cash and cash equivalents
|
716,849
|
828,215
|
Categorised as financial assets measured at
amortised cost
|
716,849
|
828,215
|
Financial liabilities by category
|
31 March 2024
|
30 September 2023
|
|
£
|
£
|
Current liabilities
|
|
|
Trade payables
|
6,964
|
-
|
Accruals
|
63,682
|
57,536
|
Categorised as financial assets measured at
amortised cost
|
70,646
|
57,536
|
Credit
risk
Credit risk is the risk that a counterparty
will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Company does
not have trading activities during the current period and is not
exposed to a risk from counterparties not meeting their
obligations.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT -
CONTINUED
Capital
management
The Company considers its capital to be equal
to the sum of its total equity. The Company monitors its capital
using a number of key performance indicators including cash flow
projections, working capital ratios, the cost to achieve
development milestones and potential revenue from partnerships and
ongoing licensing activities.
The Company's objective when managing its
capital is to ensure it obtains sufficient funding for continuing
as a going concern. The Company funds its capital requirements
through the issue of new shares to investors.
Interest rate
risk
The nature of the Company's activities and the
basis of funding are such that the Company will have significant
liquid resources. The Company will use these resources to meet the
cost of operations.
The Company is not financially dependent on the
income earned on these resources and therefore the risk of interest
rate fluctuations is not significant to the business and the
Directors have not performed a detailed sensitivity
analysis.
Liquidity
risk
The Company's liquid resources are invested
having regard to the timing of payment to be made in the ordinary
course of the Company's activities. All financial liabilities are
payable in the short term (between 0 to 3 months) and the Company
maintains adequate bank balances to meet those liabilities. The
directors have considered the Company's cash flows for a period of
12 months from the date of approval of these financial statements
and do not consider that the Company is subject to any significant
liquidity risk.
Currency
risk
The Company operates in a global market with
income and costs possibly arising in a number of currencies. The
majority of the operating costs are incurred in GBP (£). The
Company does not hedge potential future income or costs, since the
existence, quantum and timing of such transactions cannot be
accurately predicted. The Company did not have foreign currency
exposure at period end.
13. CONTINGENT
LIABILITIES
There were no contingent liabilities at either 31
March 2024 or 30 September 2023.
14. CAPITAL
COMMITMENTS
There were no capital commitments at either 31 March
2024 or 30 September 2023.
Notes to the Condensed Financial
Statements - continued
for
the Period 1 October 2023 to 31 March 2024
(Unaudited)
15. RELATED PARTY
DISCLOSURES
a) Key managerial personnel
M Beardmore is a director of the Company and in
a previous financial period subscribed £28,000 for shares in the
Company, he was also granted 450,000 warrants on 1 July 2022 which
have been fair valued at £45,000 and the charge for these in the
period 1 October 2023 to 31 March 2024 was £7,500 (1 October 2022
to 31 March 2023: £7,500). There are no amounts outstanding between
M Beardmore and the Company at 31 March 2024 and at 30 September
2023.
b) Other related parties
S Holden has been the Company Secretary from
incorporation to the date of approval of these financial
statements. He subscribed £28,000 for shares in the Company
after ceasing to hold office as a director through his wholly owned
company Golden Sky Advisory Limited (GSAL). GSAL provides the
services of S Holden as Company Secretary to the Company and those
totalled £18,000 inclusive of VAT during the period 1 October 2023
to 31 March 2024 (1 October 2022 to 31 March 2023: £18,000). An
amount of £6,000 was outstanding between GSAL and the Company at 31
March 2024 (30 September 2023: £ nil).
Primorus Investments PLC (Prim) had a 27.78%
stake in the Company on its Admission to the LSE standard Listing
segment and it underwrote the costs of the Admission. Prim
subscribed £350,000 for shares in the Company. It also advanced
£21,552 to the Company to re-imburse certain of the Company's
Admission costs and this sum was repaid to Prim post Admission.
Prim was granted 1,800,000 warrants on 1 July 2022 which have been
fair valued at £180,000 and fully charged in the period. There were
no transactions with Prim during the period and no amounts
outstanding between Prim and the Company at 31 March 2024 and at 30
September 2023.
Gneiss Energy Limited (GEL) has acted as a
corporate finance consultant to the Company with effect from 1 July
2022. GEL invoiced a total of £27,000 inclusive of VAT during the
period 1 October 2023 to 31 December 2023 and the Company has
accrued £36,000 inclusive of VAT for the period 1 January to 31
March 2024 (1 October 2022 to 31 March 2023: £36,000). The charge
is for corporate finance advice by GEL and not for director
services. A Coull is an employee of GEL and a director of the
Company as stipulated in the engagement terms of GEL. There were no
other amounts outstanding between GEL and the Company at 31 March
2024 and at 30 September 2023.
16. EVENTS AFTER THE REPORTING
PERIOD
There were no significant events of the Company
subsequent to the period end.
17. ULTIMATE CONTROLLING PARTY
In the opinion of the directors there is no
single ultimate controlling party at 31 March 2024 and at 30
September 2023.