REG - Milton Capital PLC - ACCOUNTS TO 31 JANUARY 2024, DIRECTOR CHANGES
31/05/2024 07:00
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RNS Number : 5517Q Milton Capital PLC 31 May 2024
31 May 2024
Milton Capital Plc
("Milton" or the "Company")
AUDITED ACCOUNTS FOR THE YEAR ENDED 31 JANUARY 2024
ROLE CHANGE OF DIRECTOR
CHANGE OF COMPANY SECRETARY AND REGISTERED ADDRESS
RESIGNATION OF DIRECTOR
Milton is pleased to announce its audited accounts for the financial year
ended 31 January 2024.
The full accounts can be found below and will shortly be available on the
Company's website.
Malcolm Burne, who has been a director of the Company since before its IPO and
admission to trading on the Main Market of the London Stock Exchange, is
rationalising his commitments and has resigned from the Board with immediate
effect.
With immediate effect, Richard Mays will change from a Non-Executive Director,
to Executive Chairman.
The Company also announces that JTC (UK) Limited has been appointed as Company
Secretary with immediate effect and that the registered office has been
changed to The Scalpel, 18(th) Floor, 52 Lime Street, London, EC3M 7AF.
Richard Mays, Executive Chairman commented: "We extend our gratitude to
Malcolm who was instrumental in the IPO process. Since the appointment of
new directors and revision of the corporate strategy at the end of 2023,
Malcolm has helped guide the board with his considerable capital markets
expertise. He remains a much-valued substantial shareholder and we are
grateful for his willingness to be able available for advice in the future.
We wish Malcolm and his family best wishes for the future."
Enquiries
Milton Capital plc info@milton-capital.co.uk
Directors
Richard Mays
Edward Dawson
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser
Brefo Gyasi / Guy Miller
Corporate Broker
Lucy Williams / Duncan Vasey
AUDITED ACCOUNTS FOR THE YEAR ENDED 31 JANUARY 2024
Chairman's Report
This year is a transitional one for Milton Capital Plc. Set up as a Special
Purpose Acquisition vehicle ('SPAC ') seeking opportunities in the technology
space we have now embarked on a new course under new leadership. Following
the introduction of new shareholders, Edward Dawson, Nick Pillar and I, were
appointed to the Board while Eran Zucker, founder shareholder and director
stood down. I was appointed to Chair the Board of Milton Capital Plc in
November 2023 and as such this is my first report.
The Company is seeking to pursue opportunities in the energy sector with a
particular emphasis on transitional energy. The new Board members have a
track record in creating value in both private and public junior energy
companies. Since appointment, the Board has been engaged in configuring the
business and, in an active business development agenda. We are fully
engaged in looking for assets to introduce into Milton.
Administratively, we have engaged professional business development and
sub-surface consultants with whom we have worked successfully in the past, to
assist our agenda. We have also appointed brokers and professional advisors,
corporate counsel, accountants and re-engaged our auditors.
While the administrative aspects for a well-run listed vehicle are important,
we are cognisant that our primary focus must be in developing our core
business and the identification of suitable acquisitions. The process of
screening opportunities across many jurisdictions is time-consuming and
resource intensive. We remain committed to rigorous review while trying to
secure the right opportunities for the Company and its shareholders. We hope
to be able to announce further progress to the market and shareholders in
early course.
I wish to place on record our thanks to Eran and also to Malcolm Burne for
their past service as Directors. Malcolm, a founding director is stepping
down at the same time as publication of these accounts. Thanks also to my
fellow Board members and our broader team and to our shareholders (founders
and new shareholders) for their support.
R. P. Mays
Chairman
Milton Capital Plc
Corporate governance
for the year ended 31 January 2024
The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code (QCA Code) for small and mid-size quoted companies.
The QCA Code identifies ten principles that they consider to be appropriate
arrangements and asks companies to provide an explanation on how they are
meeting the principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size, and complexity
of the Company and its business.
These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10
principles of the QCA code and the information below was last updated on 22
November 2022.
1. Establish a strategy and business model which
promotes long-term value for shareholders
The Company's strategy is to undertake one or more acquisitions, which may be
in the form of a merger, capital stock exchange, asset acquisition, stock
purchase or a scheme arrangement of a majority interest in a company or
business. The Board maintains close dialogue with several funds, specialist
funding businesses and brokers to help identify suitable investment
opportunities.
The Board considers that the key challenge in executing the Company's plan is
identifying opportunities where it is likely that the investee will progress
rapidly, and the investment will therefore rise in value.
The Board intends to deliver shareholder returns through capital appreciation.
Challenges to delivering strategy, long-term goals and capital appreciation
are an uncertainty in relation to organisational, operational, financial and
strategic risks, all of which are outlined in the Risk Management section
below, as well as steps the Board takes to protect the Company by mitigating
these risks and secure a long-term future for the Company.
Given the size of the Company, we believe the strategy and business model we
have adopted is consistent with our goal of promoting long term value for
shareholders.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other Regulatory
News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.
The Company's website is kept updated and contains details of relevant
developments and has a facility for questions to be addressed to the Company
and it is the Board's commitment that all reasonable questions are answered
promptly.
3. Take into account wider stakeholder and social responsibilities and their
implications for long-term success
The Company's business is focused on making and appraising investments. As
such, stakeholder and social responsibilities, in terms of impact on society,
the communities within which the Company operates and the environment, apply
less than that of an operating company. Therefore, the Company appraises its
social responsibilities as part of its investment appraisal process.
The key resource on which the Company relies is the collective experience of
the Directors. All employees within the Company are valued members of the
team, and the Board seeks to implement provisions to retain and incentivise
all its employees. The Company offers equal opportunities regardless of race,
gender, gender identity or reassignment, age, disability, religion or sexual
orientation. Given that the Company is in its embryonic stage of development,
the Company has not yet adopted a formal diversity policy. In terms of its
shareholders, the Company aims to provide transparent and balanced information
to encourage support and confidence in the Board's approach.
The Board recognises that the long-term success of the Company is reliant upon
the efforts of employees, regulators and many other stakeholders and has close
ongoing relationships with a broad range of its stakeholders.
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk
management process, and it oversees and regularly reviews the current risk
management and internal control mechanisms.
The Company considers risk management to fall into two broad categories, being
the investment activity of the Company and the operations of the Company.
(a) The investment risk is considered as part of the appraisal processes and
by way of due diligence and ongoing monitoring.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2024
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
(b) The Company uses internal appraisal and the annual audit to ensure
financial risks are evaluated in detail. Board meetings are also used for the
directors to raise any issues relating to business risk arising from the
Company's business model and operations.
Dealings in the Company's shares are monitored, and any dealings must first be
approved by the Non- executive Director.
The risk assessment matrix below sets out and categorises key risks and
outlines the mitigating actions which are in place. This matrix is updated as
changes arise In the nature of risks or the mitigating actions implemented,
and the Board reviews these on a regular basis. The Company has identified the
principal risks to the Company achieving its objectives as follows:
Risk Potential impact Mitigation
Dependence on the Company's Directors, who are the only employees. As a consequence of a failure by the Executive Management Team: The Company presently has very simple operations, its assets consist of only
cash and prepayments.
· Quarterly management information is not adequate/ received in
a timely fashion.
· Annual or interim reports or other market updates are filed The Company engages with its professional advisers including Brokers and
late, therefore damaging market reputation. Auditors to ensure it complies with relevant and reporting requirements.
Ability to raise further funds Our business model depends on our ability to raise debt and/or equity funding The careful management of our resources includes not only making the initial
to finance future investments and overheads in the Company. investment after our appraisal process but continuous ongoing monitoring of
the investee assets/companies and reporting to shareholders.
There can be no guarantee that we will be able to raise funds, particularly in
the current economic climate.
Ability to identify further suitable investment opportunities There is no guarantee that investment opportunities will be available, and the The detailed due diligence carried out coupled with the Board's knowledge and
Company may incur costs in conducting due diligence into potential expertise give us confidence that we can, and will, continue to identify
investment opportunities that may not result in an investment being potential investments.
made.
The Board considers that an internal audit function is not considered
necessary or practical due to the size of the Company and the day-to-day
control exercised by the Directors. However, the Board will monitor the need
for an internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its control
systems.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board recognises the QCA recommendation for a balance between Executive
and Non-executive Directors and the recommendation that there be at least two
Independent Non-executives. The Board consists of four directors; one
Executive Director and presently three Non-Executive Directors. The Board
deems the current composition to be sufficient, given the nature and size of
the Company. The Board maintains that the Board's compositions will be
frequently reviewed as the Company develops.
The Directors of the Company are committed to sound governance of the
business, and each devotes sufficient time to ensure this happens. The Board
held four Board meetings in the period. All meetings were attended by the
Directors during their tenure. Board meetings cover regular business,
investments, finance, and operations.
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in
the Energy industry. The Board believes they have the requisite mix of skills
and experience to successfully execute the business strategy in order to meet
the Company's objectives.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2024
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
Edward Roland Dawson (Managing Director)
Edward Dawson holds both a BEng and an MSc (Investment analysis) degree.
Edward has over 20 years' experience in the energy sector. He has managed,
financed, and been a key investor in the sector. Positions held include: CEO
of Prospex Energy (Founding Director), MD of Peppercoast Petroleum (Founding
Director), and MD of Black Star Petroleum plc; Analyst for RAB Capital's
Energy Fund; Business Development and Finance Manager for Oilexco
Incorporated; and a fund manager for Park Place Capital.
Edward has an enviable exploration drilling success record, has led through
all stages of the company growth cycle and created significant value for
stakeholders along the way.
Richard Mays (Non-Executive Chairman)
Richard Mays holds LLB, LLM, PhD degrees and is a Solicitor in Scotland.
Formerly Professor and Depute Dean of the Aberdeen Business School he has
extensive industry, commercial and legal experience for numerous Exploration
and Production companies and oil and gas contractors. He has leadership
experience in London Stock Exchange listed companies at DEO Petroleum plc
(founding director), at Oilexco North Sea and Prospex Energy plc (founding
director). He also served as Executive Chairman of Peppercoast Petroleum plc
and Black Star Petroleum plc (founding director), both private companies. He
was formerly Vice President Business Development at Canadian Overseas
Petroleum Limited.
Nicholas Pillar (Non-Executive Director)
Nick Pillar holds a BSc in Applied Geology and has over 40 years of experience
in the oil and gas industry. He started his career working for Geophysical
Services Inc in the field and office before joining Enterprise Oil plc in 1990
where he became Head of Geophysical Operations. He spent 2 years as Chief
Geophysicist for Enterprise where he led a team of 60 staff before the company
was taken over by Shell in 2002. Two years were spent in Malaysia with
Petronas Carigali as a consultant. On returning to the UK Nick was asked to
build the service division of Ikonscience, a niche rock physics company,
subsequently becoming Ikon's Operations Director. He has also undertaken
tutoring work at Imperial College, London. In his most recent post, he served
for 10 years as Head of Geophysics for Canadian Overseas Petroleum Limited
where he undertook geophysical analysis of opportunities and assets in the
UKCS, West Africa, and North America.
Malcolm Burne (Non-Executive Director)
Malcolm Burne started his long career with a leading firm of London
Stockbrokers as an equities analyst and later became a financial columnist
with the Financial Times and other business publications. He has started a
number of businesses in the financial, technology and natural resources
sectors not only in UK but also Australia, Hong Kong and North America. He has
been the architect of a substantial number of SPACS usually targeting new
trends and has completed many reverse takeovers.
Malcolm has sat on the boards of numerous public companies, including Main
Market companies such as Golden Prospect. He was a director of Auctus Growth
Plc, a Standard List special purpose acquisition company, which acquired HeiQ
Materials AG and was re-admitted to Standard List in December 2020. Malcolm is
also a founder director of Star Tech NG Plc, a pre-IPO fund in US growth tech.
As a corporate financier and venture capital investor Malcolm has a
significant investment portfolio of private companies in the new economy and
fintech space some of which he is a director representing his shareholding.
7. Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board.
As the Company is a cash shell, the Board deems the current structure to be
sufficient. As the Company grows, it expects to expand the Board and with the
Board expansion, re-consider the need for Board evaluation.
In view of the size of the Board, the responsibility for proposing and
considering candidates for appointment to the Board as well as succession
planning is retained by the Board. All Directors submit themselves for
re-election at the AGM at regular intervals.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisers and
service providers.
The Board further considers the activities of, and persons involved with,
potential investee companies or assets as part of its due diligence
processes.
The Board places great importance on the responsibility of accurate financial
statements and auditing standards which comply with the Auditing Practice
Board's (APB's) and Ethical Standards for Auditors. The Board places great
importance on accuracy and honesty and seeks to ensure that this aspect of
corporate life flows through all that the Company does.
Milton Capital Plc
Corporate governance - continued
for the year ended 31 January 2024
8. Promote a corporate culture that is based on ethical values and behaviours
A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback.
9. Maintain governance structures and processes that are fit for purpose and
support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expects these to evolve over time, in
line with the Company's growth.
The Executive Director is responsible for the day-to-day management of the
Company's activities. The matters reserved for the Board are:
(a) Defining the long-term strategy for the Company;
(b) Approving all major investments;
(c) Approving any changes to the capital and debt structure of the Company
(d) Approving the full year and half year results and reports;
(e) Approving resolutions to be put to the AGM and any general meetings of the
Company;
(f) Approving changes to the Advisory team; and
(g) Approving changes to the Board structure.
Until an acquisition is made, the Company will not have separate audit and
risk, nomination or remuneration committees. The Board as a whole will review
audit and risk matters, as well as the Board's size, structure and composition
and the scale and structure of the Directors' remuneration and fees, taking
into account the interests of the shareholders and the performance of the
Company. The Board will take responsibility for the appointment of auditors
and payment of their audit fees, monitor and review the integrity of the
Company's financial statements and take responsibility for any formal
announcements of the Company's financial performance. Following the completion
of an acquisition, the Board intend to put in place audit and risk, nomination
and remuneration committees.
10.Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting and the Board discloses the
result of General Meetings by way of announcement.
The Company's annual financial statements will be publicly announced once
audited and will also be available on the Company's website and at the
Company's registered office.
Information on the Investor Relations section of the Company's website is kept
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars. Shareholders with
a specific enquiry can contact us on the website contact page.
The Board, so far as is practicable given the Company's size and stage of its
development, has voluntarily adopted the QCA Code as its chosen corporate
governance framework. There are certain provisions of the QCA Code which the
Company will not adhere to currently, and their adoption will be delayed until
such time as the Directors believe it is appropriate to do so. It is
anticipated that this will occur concurrently with the Company's first
material investment or acquisition.
Following such an acquisition, the Company will seek to develop its corporate
governance position and will address key differences to the QCA Code.
Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified additional
executive and non-executive directors including independents;
ii. the implementation of audit, remuneration and nomination committees with
appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the Board and
Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework tailored to the
operating assets and
of the enlarged entity,
Richard Mays
Chairman
Milton Capital Plc
Directors Remuneration Report
for the year ended 31 January 2024
This report sets out the remuneration policy operated by Milton Capital Plc in
respect of the Executive and Non-Executive Directors.
Remuneration Committee
The remuneration policy is the responsibility of the Board of Directors as a
whole. The Remuneration Committee has not yet been formed, though the Board
intends to put one in place following the completion of an acquisition. No
Director is involved in discussions relating to their own remuneration.
Remuneration policy for Executive Directors
The Board sets a remuneration policy that aims to align Executive Directors'
remuneration with shareholders' interests and attract and retain the best
talent for the benefit of the Group. The remuneration of the Executive
Director during the year is set out below.
Basic salary
Basic salaries are reviewed annually. The review process is managed by the
Board with reference to market salary data and the Executive Directors'
performance and contribution to the Company during the year.
Bonuses
There is currently no bonus scheme in place.
Longer term incentives
In order to incentivise and retain the Executive Directors, and align their
interests with those of shareholders, the Company has granted share options in
the current year. The share options issued during the year will vest and
become exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
Pension
The Company operates a defined contribution pension scheme which is available
to all employees. The assets of the scheme are held separately from those of
the Company in independently administered funds.
Executive Directors service contracts and termination provisions
The service contract of the Executive Director is approved by the Board. The
service contract may be terminated by either party giving notice to the other.
The details of the Director's contract are summarised below:
Date of Contract Notice period
Edward Dawson - 30 October 2023 - 6 months-notice. Edward was appointed
Chief Executive Officer and an Executive Director on 30 October 2023. He was
paid £90,000 per annum during the year under review and qualifies for
employee benefits including participation in option schemes.
Non-Executive Directors' service contracts and remuneration
The remuneration of the Non-Executive Directors is determined by the Board
having regard to market comparatives, and independent advice is sought to
ensure parity is maintained with similar businesses.
The Non-Executive Directors have not received any pension, bonus, or benefits
from the Group. Options granted are detailed below. Their Letters of
Appointment are reviewed by the Board annually.
Directors' remuneration
The remuneration of the Directors in office during the year was as follows:
Salaries and fees Pension contributions Share-based payment 31.01.2024 31.01.2023
£ £ £ £ £
Executive Director
Edward Dawson - appointed 30/10/2023 22,500 269.00 264 23,033 -
Non-Executive Directors
Richard Mays - appointed 30/10/2023 3,750 - 265 4,015 -
Nicholas Pillar - appointed 09/11/2023 3,750 - 66 3,816 -
Malcolm Burne - - 66 66 -
Eran Zucker - resigned 30/10/2023 - - - - -
30,000 269 661 30,930 -
Milton Capital Plc
Directors Remuneration Report
for the year ended 31 January 2024
Directors' shareholdings
The Directors who served during the year, together with their beneficial
interest in the shares of the Company are as
follows:
2024 2023
No. of shares No. of shares
Executive Director
Edward Dawson - appointed 30/10/2023 4,000,000 n/a
Non-Executive Directors
Richard Mays - appointed 30/10/2023 4,000,000 n/a
Nicholas Pillar - appointed 09/11/2023 - n/a
Malcolm Burne 8,000,000 18,000,000
Eran Zucker - resigned 30/10/2023 n/a 1,999,990
The Company has adopted MAR-compliant policies regarding Directors' dealing in
the Company's shares.
Directors' share options
Details of the share options held by the Directors at the year end, who served
during the year are as follows:
Director Date of grant At 31 January 2024 Exercise price Date from which exercisable Final date of exercise
Executive Director
Edward Dawson 06/11/2023 3,000,000 1.50p Note 05/11/2026
Non-Executive Directors
Richard Mays 06/11/2023 3,000,000 1.50p Note 05/11/2026
Nicholas Pillar 06/11/2023 750,000 1.50p Note 05/11/2026
Malcolm Burne 06/11/2023 750,000 1.50p Note 05/11/2026
Note: The share options issued during the year will vest and become
exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
The Directors' Remuneration Report was approved by the Board.
Richard Mays
Non-executive Chairman
Milton Capital Plc
Strategic Report
for the year ended 31 January 2024
The Directors present their Strategic Report on the Company for the year ended
31 January 2024.
REVIEW OF BUSINESS
The Company reported a loss for the year of £193,932 (2023: £98,985).
Net assets at 31 January 2024 amounted to £732,825 (2023: £926,096).
KEY PERFORMANCE INDICATORS
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below have been used by the Board to assess
performance over the year to 31 January 2024. The main KPIs for the Company
are listed as follows:
Key performance indicator 2024 2023
£ £
Current assets 796,307 960,130
Net assets 732,825 926,096
Loss before tax 193,932 98,985
INVESTING POLICY
Milton Capital Plc was formed with the intention to identify and acquire a
suitable business opportunity or opportunities and undertake an acquisition or
merger or a series of acquisitions or mergers.
During the year, the Company refocused its acquisition strategy away from the
technology sector to the energy sector, including, but not limited to, late
stage, drill-ready oil and gas exploration.
The Company's efforts in identifying opportunities will not be limited to a
particular industry or geographic location. However, given the collective
experience of the Directors, the Company will primarily focus on opportunities
in the energy sector. In particular, the focus within this sector will be in
light to medium hydrocarbon exploration and extraction and natural hydrogen.
The Directors believe these types of investment opportunities are integral to
the energy transition, and, as such, will provide considerable growth
potential for shareholders.
The Directors believe that any acquisition target will have at least one of
four key components: (i) a strong management team; (ii) an innovative product
proposal (iii) revenue enhancing or cost saving capabilities; and (iv) high
growth potential. It is anticipated that the main driver of success for the
Company will be its focus, during the investment screening process, on the
management involved in the potential target companies and the potential value
creation that the team of people is capable of realising. The Company intends
to own, operate and manage the target acquisitions. Accordingly, where the
Directors feel that a target company would benefit from their skills and
expertise, they may look to seek representation on the board of the target
company.
The Directors believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying,
evaluating and funding suitable acquisition opportunities.
The Directors and management are working diligently to implement the Company's
strategy. As stated in the prospectus, if an Acquisition has not been
announced within 24 months of Admission, the Board will consult with the
Shareholders as to the future direction of the Company.
ENVIRONMENTAL RESPONSIBILITY
The Company believes that any matters related to environmental responsibility
are not currently applicable as there are no field operating activities.
Nevertheless, the Company recognises the importance of environmental
responsibility and will always comply with local regulatory environmental
requirements in the event where operational activities occur.
SOCIAL, COMMUNITY AND HUMAN RIGHTS RESPONSIBILITY
The Company recognises the responsibility towards partners, suppliers,
investors, lenders and the local community in which future operational
activities will take place.
Currently, the Company has no employees other than the Directors.
SECTION 172(1) STATEMENT
The Directors' believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long
term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers and
others; and
· Consider the impact of the Company's operations on the community
and the environment.
Milton Capital Plc
Strategic Report - continued
for the year ended 31 January 2024
The following paragraphs summarise how the Directors fulfil their duties:
The Company is quoted on Standard Segment of the Main Market on the London
Stock Exchange. Its members are kept informed, through detailed announcements,
shareholder meetings and financial communications of the Board's broad and
specific intentions and the rationale for its decisions. The Board recognises
its responsibility for setting and maintaining a high standard of behaviour
and business conduct. There is no special treatment for any group of
shareholders and all material information is disseminated through appropriate
channels and available to all through the Company's news releases and website.
When selecting investments, issues such as the impact on the community and the
environment have actively been taken into consideration. The Company's
approach is to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being a responsible business. The Company pays its
creditors promptly and keeps its costs to a minimum to protect shareholders
funds. There were no employees in the Company other than the Directors in the
current year therefore effectiveness of employee policies is not relevant for
the Company.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's primary risk is that it may not be able to identify suitable
investment opportunities or there is no guarantee that investment
opportunities will be available, and the Company may incur costs in conducting
due diligence into potential investment opportunities that may not result in
an investment being made. The Directors believe that their broad, collective
experience, together with their extensive network of contacts, will assist
them in identifying, evaluating and funding suitable acquisition
opportunities.
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary shares or by other means. However, the ability to fund future
investments and overheads in Milton Capital Plc as well as the ability of
investments to return suitable profit cannot be guaranteed, particularly in
the current economic climate. The Directors stringently monitor the Company's
expenses. As a cash shell, the annual outgoings are minimal. Both Directors
have an active presence in the finance sectors and will be able to raise
future funding if required.
The global financial markets are experiencing continued volatility and
geopolitical issues and tensions continue to arise. Many countries have
continued to experience recession or negligible growth rates, which have had,
and may continue to have, an adverse effect on consumer and business
confidence. The resulting low confidence has led to low levels of demand for
many products across a wide variety of industries. The Company cannot
predict the severity or extent of these recessions and/or periods of slow
growth. Accordingly, the Company's estimate of results of operations,
financial condition and prospects of an acquisition target will be uncertain
and may be adversely impacted by unfavourable general global, regional and
national macroeconomic conditions.
ON BEHALF OF THE BOARD:
E Dawson
Director
29 May 2024
Milton Capital Plc
Report of the Directors
for the year ended 31 January 2024
The Directors present their report together with the audited financial
statements for the year ended 31 January 2024.
DIVIDENDS
No dividends will be distributed for the year ended 31 January 2024.
EVENTS SINCE THE END OF THE YEAR
Events after the reporting date are disclosed in note 15.
DIRECTORS
Malcolm Burne has held office during the whole of the period from
1 February 2023 to the date of this report.
Other changes in directors holding office are as follows:
Edward Dawson - appointed 30 October 2023
Dr. Richard Mays - appointed 30 October 2023
Nicholas Pillar - appointed 9 November 2023
Eran Zucker - resigned 30 October 2023
Share warrants
The Directors of the Company held share warrants granted under the Company
warrants schemes to subscribe for shares as indicated below. No share warrants
were exercised during the year. Full details of the share warrants held are
disclosed in note 16 to the financial statements.
2024 2023
Share warrants No. of shares No. of shares
Edward Dawson - appointed 30 October 2023 8,000,000 N/A
Richard Mays - appointed 30 October 2023 8,000,000 N/A
Nicholas Pillar - appointed 9 November 2023 - N/A
Malcolm Burne 16,000,000 36,000,000
Eran Zucker - resigned 30 October 2023 N/A 3,999,800
FINANCIAL INSTRUMENTS
The Company's financial risk management objectives and policies are set out in
note 12 to the financial statements.
POLITICAL DONATIONS AND EXPENDITURE
There were no political donations made for the year ended 31 January 2024.
CHARITABLE DONATIONS
The Company has made no charitable donations during the period.
FUTURE DEVELOPMENT
The Directors expect to continue to execute the Company's strategy in sourcing
and assessing acquisition and investment opportunities across its stated
sectors of focus.
SIGNIFICANT SHAREHOLDERS
As at 31 January 2024 (and 21 days prior to the AGM), so far as the Directors
are aware, the parties (other than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal value of the
Company's share capital is as follows:
Shareholders Number of ordinary shares Percentage of
issued share capital
Richard Cayne 13,600,000 13.60%
Andrew Scott 8,000,000 8.00%
Borden James 5,000,000 5.00%
Peterhouse Capital Limited 5,000,000 5.00%
Richard Edwards 5,000,000 5.00%
P3 Capital Limited 3,700,000 3.70%
P4 Capital Limited 3,300,000 3.30%
Flare Capital Limited 3,250,000 3.25%
The market value of the Company's shares at 31 January 2024 was 1.05p and the
high and low share prices during the period were 1.05p and 0.725p
respectively.
Milton Capital Plc
Report of the Directors - continued
for the year ended 31 January 2024
RELATED PARTY TRANSACTIONS
Related party transactions and relationships are disclosed in note 13.
GOING CONCERN
The Company has reported a loss for the period of £193,932.
The Company had cash at bank at the year-end of £792,460.
The Company was established as a Special Purpose Acquisition Company and was
listed on the Main Market of the London Stock Exchange in October 2022.
Funding is sufficient for the foreseeable future as the Company continues to
search for suitable acquisitions.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
SHARE CAPITAL
Details of the Company's share capital is set out in Note 10. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 January 2024, there were 100,000,000 ordinary
shares of 1p par value each in issue.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only four
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture. However, the Company will continue to review this
position as it executes its investment and acquisition strategy.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the company's
auditors are unaware, and each director has taken all the steps that he or she
ought to have taken as a director in order to make himself or herself aware of
any relevant audit information and to establish that the company's auditors
are aware of that information.
In so far as each of the Directors are aware at the time of approval of the
report:
· 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
MHA have expressed their willingness to continue in office as auditor and will
be proposed for reappointment at the Annual General Meeting.
ON BEHALF OF THE BOARD:
E Dawson
Director
29 May 2024
Milton Capital Plc
Statement of Directors' Responsibilities
for the year ended 31 January 2024
Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law they are required to prepare financial
statements in accordance with the UK adopted international accounting
standards (IAS).
The financial statements are required by law and IAS to present fairly the
financial position and performance of the Company; the Companies Act 2006
provides in relation to such financial statements that references in the
relevant part of the Act to financial statements give a true and fair view and
references to their achieving a fair presentation.
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 for the period. The Directors
are also required to prepare financial statements in accordance with the rules
of the London Stock Exchange.
In preparing the Company's financial statements, the Directors are required
to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable UK adopted international accounting
standards (IAS), in conformity to the Companies Act, been followed, subject to
any material departures disclosed and explained in the financial statements.;
· prepare the financial statements on a going concern basis unless
it is inappropriate to assume the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of 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.
Website publication
Financial statements are published on the Company's website in accordance with
legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation In other
jurisdictions. The maintenance and integrity of the Company's website is the
responsibility of the Directors. The Directors' responsibility also extends to
the ongoing integrity of the financial statements contained therein.
Report of the Independent Auditors to the Members of
Milton Capital Plc
For the purpose of this report, the terms "we" and "our" denote MHA in
relation to UK legal, professional and regulatory responsibilities and
reporting obligations to the members of Milton Capital Plc (the 'Company').
For the purposes of the table on page 15 that sets out the key audit matters
and how our audit addressed the key audit matters, the terms "we" and "our"
refer to MHA. The relevant legislation governing the Company is the United
Kingdom Companies Act 2006.
Opinion
We have audited the financial statements of Milton Capital Plc for the year
ended 31 January 2024.
The financial statements that we have audited comprise:
· the Statement of Profit or Loss and Other Comprehensive Income;
· the Statement of Financial Position;
· the Statement of Changes in Equity;
· the Statement of Cash Flows; and
· Notes 1 to 16 to the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK adopted International
Financial Reporting Standards('UK adopted IFRS').
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 January 2024 and of the loss for the period then ended;
· the Company financial statements have been properly prepared in
accordance with UK adopted IFRS;
· have been prepared in accordance with the requirements of the
United Kingdom Companies Act 2006.
Our opinion is consistent with our reporting to the Board of Directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our ethical responsibilities in accordance with those 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 the going basis of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the Directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting included:
· The consideration of inherent risks to the Company's operations
and specifically their business model of searching for suitable acquisition
targets.
· The evaluation of how those risks might impact on the available
financial resources.
· Liquidity considerations including examination of cash flow
projections for the Company.
· The evaluation of the base case scenarios and stress scenarios
and the respective sensitivities and rationale.
· Viability assessments, including consideration of reserve levels
and business plans.
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 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.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2024 2023
Company £46.3k £46.5k 5% of net assets
Key audit matters
Recurring · Management override of controls
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
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those matters which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Management override of controls
Key audit Management is in a unique position to perpetrate fraud because of management's
ability to manipulate accounting records and prepare fraudulent financial
matter description statements by overriding controls that otherwise appear to be operating
effectively. Due to the unpredictable way in which such override could occur,
this is deemed a key audit matter for this engagement.
How the scope of our audit responded to the key audit matter Our audit procedures included:
Controls testing - Given the nature of the business at the reporting date and
the associated accounting records, there are very few transactions and/or
journals. As such, we evaluated the design and implementation of key controls
around bank payments and receipts, as well as considerations relating to
financial reporting.
We performed detailed reviews and testing of journal entries made,
particularly those considered to rely on greater levels of judgement, such as
year-end estimations.
We tested the basis of accounting estimates of a subjective nature, such as
year-end accruals, to understand the judgments made, assessment of potential
management bias and assessed the adequacy of disclosures for compliance with
the accounting standards and regulatory considerations.
Key observations communicated to the Company's members The results of our testing were satisfactory, and we considered that entries
made into the accounting system and subsequent disclosure made into the
financial statements were deemed to have an appropriate supporting basis and
there was no indication of any management bias.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is
used in planning the scope of our work, executing that work and evaluating the
results.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Materiality was set at £46,300 which was determined on the basis of 5% of the
Company's net assets (2023: £46,500 on the basis of 5% of the Company's net
assets). Net assets was deemed to be the appropriate benchmark for the
calculation of materiality as this is a key area of the financial statements
because this is the metric by which the performance and risk exposure of the
Company is principally assessed. This is also the metric against which users
assess the ability of the Company to continue in its search for suitable
acquisition targets.
Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality was set at £32,410 which represents 70% of the above
materiality levels (2023: £32,550 which represents 70% of materiality
levels).
The determination of performance materiality reflects our assessment of the
risk of undetected errors existing, the nature of the systems and controls.
We agreed to report any corrected or uncorrected adjustments exceeding £2,315
(2023: £2,325) to the Board of Directors as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
The control environment
We evaluated the design and implementation of those internal controls of the
Company, which are relevant to our audit, such as those relating to the
financial reporting cycle.
Reporting on other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
Directors' remuneration report
Those aspects of the director's remuneration report which are required to be
audited have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received by branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· the part of the directors' remuneration report to be audited is not
in agreement with the accounting records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or Parent Company or to cease operations, or have no
realistic alternative but to do so.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in 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 our responsibilities for the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Extent to which 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.
These audit procedures were designed to provide reasonable assurance that the
financial statements were free from fraud or error. The risk of not detecting
a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud
is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and
regulations is from events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities,
including fraud
The extent of the procedures undertaken to identify and assess the risks of
material misstatement in respect of irregularities, including fraud, included
the following:
· We considered the nature of the industry and sector the control
environment, business performance including remuneration policies and the
Company's own risk assessment that irregularities might occur as a result of
fraud or error. From our sector experience and through discussion with the
directors, we obtained an understanding of the legal and regulatory frameworks
applicable to the Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the financial
statements.
· We enquired of the directors and management concerning the
Company's policies and procedures relating to:
- identifying, evaluating and complying with the laws and
regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they
had any knowledge of actual or suspected fraud; and
- the internal controls established to mitigate risks related to
fraud or non-compliance with laws and regulations.
· We assessed the susceptibility of the financial statements to
material misstatement, including how fraud might occur by evaluating
management's incentives and opportunities for manipulation of the financial
statements. This included utilising the spectrum of inherent risk and an
evaluation of the risk of management override of controls.
Audit response to risks identified
In respect of the above procedures:
· we corroborated the results of our enquiries through our review
of the minutes of the Company's board meetings;
· audit procedures performed by the engagement team in connection
with the risks identified included:
- reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with applicable laws and
regulations expected to have a direct impact on the financial statements;
- testing journal entries, including those posted to unusual
account combinations;
- evaluating the business rationale of significant transactions,
and reviewing accounting estimates for bias;
- enquiry of management around actual and potential litigation and
claims;
- challenging the assumptions and judgements made by management in
its significant accounting estimates; and
- obtaining confirmations from third parties to confirm existence
of a sample of balances.
· we communicated relevant laws and regulations and potential fraud
risks to all engagement team members, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 17 March 2023. The period of total
uninterrupted engagement including previous renewals and reappointments of the
firm is 2 years.
We did not provide any non-audit services which are prohibited by the FRC's
Ethical Standard to the Group or the Parent Company, and we remain independent
of the Company in conducting our audit.
Report of the Independent Auditors to the Members of
Milton Capital Plc - continued
Use of our report
This report is made solely to the Company's members in accordance with Chapter
3 of Part 16 of the Companies Act. 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 for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and
Transparency Rule (DTR) 4.1.14R, these financial statements form part of the
European Single Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in accordance with the
ESEF Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the ESEF RTS
Jason Mitchell MBA BSc FCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
SL6 3UD
MHA is the trading name of MacIntyre Hudson LLP, a limited liability
partnership in England and Wales (registered number C312313)
Milton Capital Plc
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 January 2024
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
CONTINUING OPERATIONS Notes £ £
Administrative expenses (193,271) (73,904)
Share-based payment charges (25,081)
(661)
LOSS BEFORE INCOME TAX 5 (193,932) (98,985)
Income tax 6 - -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO THE EQUITY OWNERS (193,932) (98,985)
LOSS PER SHARE 7
Basic and diluted loss (pence per share) (0.19)p (0.39)p
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc (Registered number: 03896382)
Statement of Financial Position
31 January 2024
2024 2023
Notes £ £
CURRENT ASSETS
Trade and other receivables 8 3,847 -
Cash and cash equivalents 9 792,460 960,130
TOTAL CURRENT ASSETS 796,307 960,130
TOTAL ASSETS 796,307 960,130
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 10 1,000,000 1,000,000
Share-based payment reserve 25,742 25,081
Retained earnings (292,917) (98,985)
TOTAL EQUITY 732,825 926,096
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 63,482 34,034
TOTAL LIABILITIES 63,482 34,034
TOTAL EQUITY AND LIABILITIES 796,307 960,130
The financial statements were approved by the Board of Directors and
authorised for issue on 29 May 2024 and were signed on its behalf by:
Edward Dawson
Director
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Statement of Changes in Equity
for the year ended 31 January 2024
Share capital Share-based payment reserve Retained earnings Total
£ £ £ £
Balance at 17 September 2021 - - - -
Changes in equity
Loss for the year - - (98,985) (98,985)
Issue of shares 1,000,000 - - 1,000,000
Equity-settled share-based payments - 25,081 - 25,081
Balance at 31 January 2023 1,000,000 25,081 (98,985) 926,096
Changes in equity
Profit for the year - - (193,932) (193,932)
Equity-settled share-based payments - 661 - 661
Balance at 31 January 2024 1,000,000 25,742 (292,917) 732,825
Share capital - The nominal value of the issued share capital.
Share-based payment reserve - The fair value of the share-based payment,
determined at the grant date, and expensed over the vesting period.
Retained earnings - Accumulated comprehensive income for the year and prior
periods.
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Statement of Cash Flows
for the year ended 31 January 2024
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
Notes £ £
Cash outflow from operations 1 (167,670) (39,870)
Cash flows from financing activities
Share issue - 1,000,000
Net cash inflow from financing activities - 1,000,000
(Decrease)/increase in cash and cash equivalents (167,670) 960,130
Cash and cash equivalents at beginning of year 2 960,130 -
Cash and cash equivalents at end of year 2 792,460 960,130
The notes to the Statement of Cash Flows are shown on page 23.
The notes on pages 24 to 31 form part of these financial statements.
Milton Capital Plc
Notes to the Statement of Cash Flows
for the year ended 31 January 2024
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED
FROM OPERATIONS
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Cash flows from operations
Loss before income tax (193,932) (98,985)
Increase in trade and other receivables (3,847) -
Increase in trade and other payables 29,448 34,034
Equity settled share-based payments 661 25,081
Net cash outflow from operations (167,670) (39,870)
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:
Year ended 31 January 2024 31.01.24 01.02.23
£ £
Cash and cash equivalents 792,460 960,130
Year ended 31 January 2023 31.01.23 17.09.21
£ £
Cash and cash equivalents 960,130 -
Milton Capital Plc
Notes to the Financial Statements
for the year ended 31 January 2024
1. STATUTORY INFORMATION
Milton Capital Plc is a public limited company registered in England and
Wales, and is listed on the standard segment of the main market of the London
Stock Exchange Plc.
The Company's registered number and registered office address can be found on
the Company Information page.
The Company's principal activity is that of a Special Purpose Acquisition
Company.
The comparative accounting period is from 17 September 2021 to 31 January
2023.
The presentation currency of the financial statements is the Pound Sterling
(£), rounded to the nearest £1.
2. MATERIAL ACCOUNTING POLICIES
Basis of preparation
The Company's financial statements have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 as they apply to the financial statements of the Company
for the year ended 31 January 2024 and as applied in accordance with the
provisions of the Companies Act 2006.
These financial statements have been prepared under the historical cost
convention, or fair value, where appropriate.
The comparative figures are for the period from 17 September 2021 to 31
January 2023.
Going concern
The Company has reported a loss for the year of £193,932.
The Company had cash balances at the year-end of £792,460.
The Company was established as a Special Purpose Acquisition Company and
although it is unlikely to make any profit until the successful completion of
an acquisition,
In undertaking the going concern review, the Directors have reviewed the
Company's cash flow forecasts to 31 May 2025, the going concern period.
Accounting standards require the review period to cover at least 12 months
from the date of approval of the financial statements. Funding is sufficient
for the foreseeable future as the Company continues to search for suitable
acquisitions. A review period of 12 months is considered appropriate.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
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.
Financial instruments
Financial assets and financial liabilities are recognised in the company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Financial assets
The Company's financial assets comprise trade and other receivables and cash
and cash equivalents. Financial assets are stated at amortised cost less
provision for expected credit losses.
Financial liabilities
The Company classifies its financial liabilities in the category of financial
liabilities measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
2. ACCOUNTING POLICIES - continued
Taxation
The tax currently payable is based on taxable profit or loss for the period
and is calculated using rates and laws that are enacted, or substantively
enacted, at the reporting date. Taxable profit or loss differs from net profit
or loss as reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
Employee benefit costs
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to the income statement in
the period to which they relate.
Equity-settled share-based payment
The Company makes equity-settled share-based payments. The fair value of
options granted is recognised as an expense, with a corresponding increase in
equity. The fair value is measured at grant date and spread over the vesting
period, which is the period over which all of the specified vesting conditions
are to be satisfied. The fair value of the options granted is measured based
on the Black-Scholes framework, taking into account the terms and conditions
upon which the instruments were granted. At each statement of financial
position date, the Company revises its estimate of the number of options that
are expected to become exercisable. It recognises the impact of the revision
to original estimates, if any, in the income statement, with a corresponding
adjustment to equity.
Accounting standards issued but not yet effective
and/or adopted
As at the date of approval of these financial statements, the following
standards were in issue but not yet effective. These standards have not been
adopted early by the Company as they are not expected to have a material
impact on the Company's financial statements.
Standard Impact on initial application Effective date (period beginning on or after)
IAS 21 Amendment - Lack of Exchangeability 01/01/2025
SASB Standards Amendment - To enhance SASB standards international applicability 01/01/2025
The International Financial Reporting Interpretations Committee has also
issued interpretations which the Company does not consider will have a
significant impact on the financial statements.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of the financial information in conformity with UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates that affect the reported amounts of assets and
liabilities at the date of the financial information and the reported amounts
of revenue and expenses during the reporting period. Although these estimates
are based on management's best knowledge of the amounts, events or actions,
actual results ultimately may differ from these estimates. The estimates and
underlying assumptions are as follows:
Share-based payments
The estimates of share-based payments costs require
that management selects an appropriate valuation model and makes decisions on
various inputs into the model, including the volatility of its own share
price, the probable life of the options before exercise, and behavioural
consideration of the holders of the relevant instruments. A significant
element of judgement is therefore involved in the calculation of the charge.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
4. EMPLOYEES AND DIRECTORS
Staff costs, including Directors, consists of:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Salaries and other short-term employee benefits 30,000 -
Post employment benefits 269 -
Share-based payments 661 -
30,930 -
The number of employees, including Directors, during the year was:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
Number Number
Directors 5 2
Included in the above is the remuneration of the highest paid Director as
follows:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Salaries and other short-term employee benefits 22,500 -
Post employment benefits 269 -
Share-based payments 264 -
23,033 -
The Company paid contributions into defined contribution personal pension
schemes in respect of one Director during the year (2023: nil). The Director
was auto-enrolled at minimum contribution levels. The charge to the Statement
of Profit or Loss represents the amounts paid to the scheme. At the year
end, the amount due to the pension scheme was £718 (2023: £nil).
Details of the Directors remuneration is disclosed in the Directors'
Remuneration Report on page 7.
5. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Auditors' remuneration 24,000 18,000
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
6. INCOME TAX
No liability to UK corporation tax arose for the year ended 31 January 2024
nor for the period ended 31 January 2023.
Factors affecting the tax expense
The tax assessed for the year differs to the standard rate of corporation tax
in the UK. The difference is explained below:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Factors affecting the tax charge for the year:
Loss before income tax (193,932) (98,985)
Loss before income tax multiplied by effective rate of UK corporation tax of (46,601) (18,807)
24.03% (2021: 19.00%)
Effects of
Non-deductible expenses 159 4,765
Tax losses not utilised 46,442 14,042
46,601 18,807
Current tax charge - -
The Company has incurred tax losses for the period and a corporation tax
expense is not anticipated. The amount of the unutilised tax losses has not
been recognised in the financial statements as the recovery of this benefit is
dependent on future profitability, the timing of which cannot be reasonably
foreseen.
The main UK corporation tax rate changed from 19% to 25% with effect from 1
April 2023, resulting in an effective rate in the year of 24.03% for the
current accounting year.
7. EARNINGS PER SHARE
The earnings and number of shares used in the calculation of loss per ordinary
share are set out below:
Period
17.09.2021
Year ended to
31.01.2024 31.01.2023
£ £
Loss for the financial year (193,932) (98,985)
Weighted average number of shares 100,000,000 25,588,271
Basic loss per share (0.19)p (0.39)p
The loss and weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options and share warrants (note 18) would have the
effect of reducing the loss per share and would therefore not be dilutive
under IAS 33 'Earnings per share'.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
8. TRADE AND OTHER RECEIVABLES
2024 2023
£ £
Current:
Prepayments and accrued
income
3,847 -
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
9. CASH AND CASH EQUIVALENTS
2024 2023
£ £
Bank
accounts
792,460 960,130
The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair value.
10. CALLED UP SHARE CAPITAL
2004 2003 2004 2003
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 1p each 100,000,000 100,000,000 1,000,000 1,000,000
The holder of ordinary shares is entitled to receive dividends as and when
declared by the Company. All ordinary shares carry one vote per share without
restriction.
11. TRADE AND OTHER PAYABLES
2024 2023
£ £
Current:
Trade payables 11,871 1,534
Other payables 11,684 -
Accruals and deferred income 32,592 32,500
Total financial liabilities, excluding loans and borrowings, classified as 56,147 34,034
financial liabilities measured at amortised cost
Social security and other taxes 7,335 -
Total current trade and other payables 63,482 34,034
All trade and other payables fall due for payment within one year. The
Directors consider that the carrying value of trade and other payables
approximates to their fair value.
12. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Company, from which financial
instrument risk arises are as follows:
- Trade and other receivables
- Cash and cash equivalents
- Trade and other payables
A summary of the financial instruments held by category is provided below:
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
12. FINANCIAL INSTRUMENTS - continued
2024 2023
Financial assets measured at amortised costs: £ £
Trade and other receivables 3,847 -
Cash and cash equivalents 792,460 960,130
796,307 960,130
2024 2023
Financial liabilities measured at amortised costs: £ £
Trade and other payables 63,482 34,034
Total financial liabilities 63,482 34,034
The main purpose of these instruments is to ensure that the Company has
sufficient resources to fulfil its investment strategy. The main risks arising
from holding these financial instruments are market risk, credit risk and
liquidity risk.
Market risk
All trading instruments are subject to market risk, the potential that future
changes in market conditions may make any future investments less valuable,
due to fluctuations in security prices, as well as interest and foreign
exchange rates. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's credit risk is primarily attributable to its cash
deposits. The credit risk on liquid funds is limited because the
counterparties are banks with high credit ratings assigned by international
credit-rating agencies. The maximum exposure is the asset recognised.
Liquidity risks
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 Board receives cash flow
projections for a minimum period of 12 months, together with information
regarding cash balances monthly.
The Company is principally funded by equity and invests in short-term
deposits, having access to these funds at short notice. The Company's policy
throughout the period has been to minimise interest rate risk by placing funds
in risk free cash deposits but also to maximise the return on funds placed on
deposit.
All cash deposits attract a floating rate of interest. The benchmark rate
for determining interest receivable and floating rate assets is linked to the
UK base rate.
Capital Disclosure
The Company defines capital as issued capital and retained earnings as
disclosed in statement of changes In equity. The Company manages its capital
to ensure that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not have any
externally imposed financial requirements.
13. RELATED PARTY DISCLOSURES
During the year, there were consultancy fees of £5,760 (2023: £nil) charged
by Sallork Legal and Commercial Consulting Limited ("Sallork"). Included in
trade and other payables at the year-end is £5,760 (2023: £nil) owing to
Sallork. Richard Mays is a director and shareholder of this company.
During the year, there were travel expenses of £802 (2023: £nil) paid by
Spagyric 3 Limited on behalf of the Company. Included in trade and other
payables at the year-end is £802 (2023: £nil) owing to Spagyric 3 Limited.
Edward Dawson is a director and shareholder of this company.
At the year end, the amounts owed to Directors included in trade and other
payables relating to unpaid remuneration and fees were as follows. There are
no terms as to interest or repayment in respect of these balances.
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
13. RELATED PARTY DISCLOSURES - continued
2004 2003
£ £
Edward Dawson - appointed 30 October 2023 5,034 N/A
Richard Mays - appointed 30 October 2023 3,465 N/A
Nicholas Pillar - appointed 9 November 2023 3,000 N/A
Malcolm Burne - -
Eran Zucker - resigned 30 October 2023 N/A -
14. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
15. EVENTS AFTER THE REPORTING PERIOD
There were no significant Post Balance Sheet Events.
16. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 January 2024 outstanding awards to subscribe for ordinary shares of 1p
each in the Company, granted in accordance with the rules of the share option
scheme, were as follows:
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2024
Brought forward -
Granted during the year 7,500,000 1.50
Carried forward 7,500,000 2.77 1.50
There were no options issued during the period to 31 January 2023 or
outstanding at 31 January 2023 and therefore there are no comparative figures.
The options were not exercisable at the year end. They vest and become
exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
Volatility was determined by reference to the standard deviation of expected
share price returns based on a statistical analysis of daily share prices over
a 1-year period to grant date.
The following table lists the inputs to the model used to calculate the
share-based payment charge for the options outstanding at 31 January 2024:
Date granted 06/11/2023
Number of shares 7,500,000
Expiry date 05/11/2026
Exercise price 1.50p
Expected life of warrants (years) 3
Fair value at grant date £0.0019
Dividend yield 0.0%
Expected volatility 42.3%
Risk-free interest rate 4.38%
Model used Black-Scholes
All of the share options are equity settled and the charge for the year is
£661 (2023: £nil).
Milton Capital Plc
Notes to the Financial Statements - continued
for the year ended 31 January 2024
16. SHARE-BASED PAYMENT TRANSACTIONS - continued
Share warrants
At 31 January 2023 and 31 January 2024, outstanding warrants to subscribe for
ordinary shares of 1p each in the Company, granted in accordance with the
warrant instruments issued by the Company were as follows:
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2024
Brought forward 205,000,000 4.68 1.50
Carried forward 205,000,000 3.68 3.00
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2023
Brought forward -
Granted during the year 205,000,000 5.00 1.50
Carried forward 205,000,000 4.68 1.50
As of 31 January 2024, none of these warrants have been converted into shares.
The following table lists the inputs to the model used for the warrants
outstanding at 31 January 2024:
Date granted 04/10/2022 04/10/2022
Number of shares 5,000,000 200,000,000
Expiry date 03/10/2027 03/10/2027
Expected life of warrants (years) 5 5
Exercise price 1.50p 1.50p
Fair value at grant date £0.0058 N/A
Dividend yield 0% N/A
Expected volatility 70.00% N/A
Risk-free interest rate 2.25% N/A
Model used Black-Scholes N/A
The 200,000,000 Investor warrants fall outside the scope of IFRS 2 -
Share-based payment and as such no charge has been made in respect of these
warrants.
The remaining warrants are equity settled and the charge for the year is £nil
(2023: £25,081).
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