XLON:CPAI ESEF Annual Report
CAPAI PLC (XLON:CPAI)
ESEF Annual Report
2024-06-11
For: 2023-09-30
View Original
Added on
September 18, 2026
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC
REGISTERED NUMBER 07611240
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 SEPTEMBER 2023
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC
CONTENTS
Company Information
Page
1
Chairman’s Statement 2
Board of Directors
3
Strategic Report 4
Report of the Directors 8
Directors’ Remuneration Report 12
Report of the Independent Auditor 15
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Financial Position 22
Company Statement of Financial Position 23
Consolidated Statement of Changes in Equity 24
Company Statement of Changes in Equity
25
Consolidated Statement of Cash Flows 26
Company Statement of Cash Flows
27
Notes to the Financial Statements 28
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
1
DUKEMOUNT CAPITAL PLC COMPANY INFORMATION
Directors Geoffrey Dart
Paul Gazzard
Secretary City & Westminster Corporate Finance LLP
50 Jermyn Street
London
SW1Y 6LX
Registered Office 70 Jermyn Street
London
SW1Y 6NY
Solicitors Charles Russell Speechly
5 Fleet Place
London
EC4M 7RD
Independent Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Broker Peterhouse Capital Limited
3
rd
Floor,
80 Cheapside,
London
EC2V 6EE
Registered Number 07611240
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC CHAIRMAN’S STATEMENT
2
I hereby present the annual financial statements for the period ended 30 September 2023. During the period
the Group reported a loss of £407,977 (2022: loss of £1,127,395). These losses arose in the course of the
Group pursuing transactions, maintaining the Company’s listing on the Official List of the UK Listing Authority
by way of a standard listing including consultancy and professional fees and servicing debt. As at the
Statement of Financial Position date the Group had £16,650 (2022: £19,214) of cash balances.
In May 2021, the Company entered into a Joint Venture Agreement in relation to flexibility power expert
HSKB Ltd ("HSKB"). Pursuant to which Dukemount acquired 50% of the issued share capital of HSKB for
nominal value. HSKB changed its name to DKE Flexible Energy Limited ("DKE Energy"). The Company was
deemed to exercise control through its direct and indirect shareholding of DKE Energy which was treated
as a subsidiary with full consolidation into the Group financial statements.
In September 2021, the Company signed off a subordinated funding package and announced in October
2021 that DKE Energy had successfully completed the purchase of two special purpose companies, each
company containing an 11kV gas peaking facility, ready to build, with full planning permission and grid
access. In October 2022 the Company announced that DKE Energy had completed the sale of the
previously purchased two special purpose companies containing the 11kV gas peaking facility for an
aggregate sale price of £350,000. The Company had little choice but to pursue the sale despite having the
funding in place to construct these assets. The listing rules for standard list companies changed in December
2022 to require a minimum market capitalization of £30m for any reverse, transaction or listed value of the
company, far below the combined value of these two assets in the state they were being purchased or post
construction. Thus, the regulatory environment that evolved for Dukemount, as a standard listed company,
during the transaction to buy and then fund the construction of the two assets meant the Company had no
option but to dispose of these assets. The proceeds of the sale, £350,000 in aggregate, were used to repay
a portion of the sums owing to the lenders of the subordinated funding package.
Further to the disposal the lenders agreed to advance net proceeds of £50,000 in aggregate in addition to
restructuring their existing funding arrangement. The maturity date for the existing debt plus the further
advance is 24 months from the date of the Advance (being 10 October 2024). The proceeds of the further
advance were used to settle accrued liabilities of the Company.
Following it’s annual general meeting ("AGM") on 12 January 2024, the Company has undergone a Capital
Reorganisation and Chesterfield Capital Limited has converted an existing £500,000 debt. Further, through
extensive discussions with the existing noteholders pursuant to the existing funding agreement, the
directors executed a net advance of £40,000 to fund immediate capital requirements.
The Company has also now agreed an irrevocable conditional amendment to the Existing Funding that its
existing debt (inclusive of the further £40,000 advance) will be reduced to £900,000; no interest or fees will
accrue during the term ;all rights to receive warrants pursuant to the Existing Funding are released and
waived and a 24 month repayment term from the date of the amendment being effective
The board has therefore taken steps through restructuring the Company’s funding routes, to ensure that the
financial position and prospects of the Company are maintained to facilitate a future reverse transaction.
I would like to thank all those who have assisted and supported the Group during the period.
Paul Gazzard
Director
29 January 2024
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC BOARD OF DIRECTORS
3
Geoffrey Gilbert Dart - Executive Chairman
Geoffrey is a merchant banker with over 35 years of experience of fund raising and listing transactions. In
1990 he was appointed to the board of Harrell Hospitality Inc, a hotel management and development
company, after he structured and completed its reverse takeover by a US-listed shell company. In 2003, as
chairman of Energy Technique Plc (a UK standard listed company) Geoffrey oversaw the re-structuring and
re-capitalisation of the company. Also in 2003, as a Founder and an Executive Director of London and
Boston Investments Plc (an AIM-listed company), Geoffrey was responsible for M&A activity. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist pump manufacturer and after raising
equity and debt funding, completed the standard listing of the company and thereafter took on particular
responsibility for the group’s Chinese operations and completed a successful re-structuring of those
operations.
Paul Gazzard
Paul has over 10 years’ experience of working across investing institutions in the City of London in his
previous role as Fund Manager. He worked with the Panmure Gordon Asset Management team until August
2002 when he transitioned into the commercial financing sector. Between August 2002 and May 2010, Paul
participated in the listing of companies on the AIM market of the London Stock Exchange, operating at the
Senior Executive level within each of the companies.
Since then Paul has worked as a consultant across various AIM listed companies, advising on corporate
and financing related matters, in addition to working as an adviser to several high net worth individuals on
specific corporate and management issues relating to their investment portfolios as well as founding a
number of private companies in the financial services and other sectors.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC STRATEGIC REPORT
4
The Directors present their Strategic Report for the period ended 30 September 2023.
Business Review and Future Developments
On 29 March 2017 Dukemount Capital Plc was admitted to the Official List of the UK Listing Authority by
way of a listing on to the standard segment of the London Stock Exchange. Since the standard listing, the
Group’s principal aim has been to acquire, manage, develop and, where appropriate, on-sell real estate
portfolios which have been CPI-linked, long-dated income leases agreed. Following a restructuring, the
Group’s principal activity is now to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction.
The following entities are consolidated into the Group financial statements:
DKE (North West) Limited, formerly Larch Housing (North West) Limited, incorporated 6 November 2014 in
England, of which 100% of the £100 share capital was acquired on 7 September 2017 for £1.
DKE (Wavertree) Limited, incorporated 24 April 2016 in England, of which 100% of the £1 share capital was
acquired on 6 October 2017.
DKE Flexible Energy Limited, formerly HSKB Limited, into which the Company entered a Joint Venture and
Shareholders’ Agreement on 20 May 2021, acquiring a 50% interest in the equity of HSKB Limited with the
view to purchase and develop two gas peaking facilities. HSKB Limited purchased those assets, ARL 018
Limited and ADV001 Limited in October 2021 following the signing of a subordinated funding package. The
Company was deemed to exercise control through its direct and indirect shareholding of DKE Flexible
Energy Limited which was therefore treated as a subsidiary with full consolidation into the Group financial
statements. The gas peaking facilities, ARL 018 Limited and ADV001 Limited were sold in October 2022.
DKE Flexible Energy Limited was dissolved on 22 August 2023.
Performance of the Business during the Period and the Position at the End of the Period
The Group reported a loss of £407,977 (2022: £1,127,395) for the period ended 30 September 2023.
These losses arose in the course of the Group pursuing transactions, maintaining the Company’s listing
including consultancy and professional fees and servicing debt.
Net liabilities of the Group as at the period end were £1,883,977 (2022: net liabilities £1,578,707). Cash
balances as at the period end were £16,650 (2022: £19,214).
The net assets of the Company closed at less than 50% of the issued share capital, in breach of s656 of
the Companies Act 2006. The Company has been working with its lenders and reached agreement with
them and its brokers to ensure that the financial position and prospects of the Company are maintained to
facilitate a future reverse transaction to correct the breach and continues to keep its shareholders
informed of its progress.
Key Performance Indicators (‘KPIs’)
The Board monitors the activities and performance of the Group on a regular basis. The primary
performance indicator applicable to the Group at this stage of its development is to find and complete a
reverse transaction.
The Directors are also of the opinion that a key primary performance indicator applicable to the Group is the
maintenance of cash reserves held in cash and short-term investments.
2023 2022
Cash at bank £16,650 £19,214
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC STRATEGIC REPORT
5
Directors’ Statement Under Section 172 (1) of the Companies Act 2006
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the
benefit of the Company’s members as a whole.
This section specifies that the Directors must act in good faith when promoting the success of the Company
and in doing so have regard (amongst other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company’s employees,
c) the need to foster the Company’s business relationship with suppliers, customers and others,
d) the impact of the Company’s operations on the community and environment,
e) the desirability of the Company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to ensure
that the financial position and prospects of the Company are maintained to facilitate a future reverse
transaction.
The Board places equal importance on all shareholders and strives for transparent and effective external
communications, within the regulatory confines of a standard listed company. The primary communication
tool for regulatory matters and matters of material substance is through the Regulatory News Service,
(“RNS”). The Company’s website is also updated regularly, and provides further details on the business. We
also are available to all shareholders for interaction with the Board and management, in order to raise any
of their concerns.
The Directors believe they have acted in the way they consider most likely to promote the success of the
Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act
2006 and have restructured its financing with its investors to facilitate a future reverse transaction.
Social, community and human rights responsibility
The Board acknowledge that they will need to consider social and community implications, particularly in
the areas of operations, and the Board will fully take into consideration and comply with any necessary local
requirements.
Whilst the Company has no female members on the Board, the Board recognise the need to operate a
gender diverse business, and they will revisit this area and its appropriateness in relation to the growth of
the business. The Board will also ensure any future employment takes into account the necessary diversity
requirements and compliance with all employment law. The Board has experience and sufficient
training/qualifications in dealing with such issues to ensure they would meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out appropriate procedures for
companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has
conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and
continues to monitor its procedures.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC STRATEGIC REPORT
6
Principal Risks and Uncertainties
The Directors consider the principal risk for the Group to be the maintenance of its cash reserves whilst it
focuses on its aim to secure a reverse transaction.
The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors
consider the following risk factors to be of particular relevance to the Group’s activities. It should be noted
that the list is not exhaustive and other risk factors not presently known or currently deemed immaterial may
apply. The risk factors are summarised below:
Market conditions
Market conditions, including general economic conditions and their effect on exchange rates, interest rates
and inflation rates, may impact the ultimate value of the Group regardless of its operating performance. The
Group also faces competition from other organisations, some of which may have greater resources or be
more established in a particular territory.
The Board considers and reviews all market conditions to try and mitigate any risks that may arise.
Impact of COVID-19
The impact of COVID-19 or any other severe communicable disease, if uncontrolled, on the general
economic climate could have an adverse effect on the Group. COVID-19 had a material adverse effect on
overall business sentiment and the global economy. There is no assurance there will not be similar outbreaks
of other diseases in the future. The impact of any future imposition by governments across the world of
stringent measures to prevent the spread of COVID-19 or other diseases, and the effect of COVID- 19, or
any other severe communicable diseases outbreak in the future, on the employees of the Group, could
adversely affect the performance of the business activities of the Group and those of the customers, which
could lead to a decrease in the demand for their services. The Company’s employees carry out their duties
remotely, via the network infrastructure in place. As a result, there was no disruption to the operational
activities of the Company during the COVID-19 social distancing and working from home restrictions. All key
business functions continue to operate at normal capacity.
Brexit
The withdrawal of the UK from the EU on 31 January 2020 continues to generate a level of uncertainty in
the UK financial services sector. The Directors continue to monitor Brexit’s impact on the Group.
Financing and interest rate risk
The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at
all) and, if such funding is unavailable, the Group may be required to reduce the scope of future transactions.
Further, shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not available.
Risks relating to the Group’s business strategy
The Group is dependent on the ability of the Directors to identify suitable transaction opportunities and to
implement the Group’s strategy. There is no assurance that the Directors will be successful in finding
suitable transactions that will ultimately be developed.
Dependence on key personnel and management risks
The Group’s business is dependent on retaining the services of a small management team and the loss of
a key individual could have an adverse effect on the future of the Group’s business. The Group’s future
success will also depend in large part upon its ability to attract and retain highly skilled personnel. This risk
is managed by offering salaries that are competitive in the current market.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC STRATEGIC REPORT
7
Environmental and other regulatory requirements
The event of a breach with any environmental or regulatory requirements may give rise to reputational,
financial of other sanctions against the Group, and therefore the Board considers these risks seriously and
designs, maintains and reviews the policies and processes so as to mitigate or avoid these risks. Whilst the
Board has a good record of compliance, there is no assurance that the Group’s activities will always be
compliant.
This Strategic Report was approved by the Board of Directors on 29 January 2024.
Paul Gazzard
Director
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
8
The Directors present the Annual Report and the audited financial statements for the 17 month period ended
30 September 2023.
The Group’s Ordinary Shares were admitted to trading on the London Stock Exchange, on the Official List
pursuant to chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 29
March 2017. The Group’s shares were suspended from trading on 1 November 2022 and recommenced
trading on 13 September 2023.
Principal Activities
The purpose of the Company is to ensure that the financial position and prospects of the Company are
maintained to facilitate any potential future transactions that can generate long term income streams for the
business. If there is an opportunity to complete another transaction this will be put to the shareholders at the
appropriate time.
Directors
The Directors of the Company during the period ended 30 September 2023 were:
Geoffrey Gilbert Dart
Paul Terence Gazzard
Future developments
See the Strategic Report for anticipated future developments of the Group.
Dividends
The Directors do not propose a dividend in respect of the period ended 30 September 2023 (2022: Nil).
Corporate Governance
As a Group listed on the standard segment of the Official UK Listing Authority, the Group is not required to
comply with the provisions of the UK Corporate Governance Code.
The Group does not choose to voluntarily comply with the UK Corporate Governance Code. However, in
the interests of observing best practice on corporate governance, the Group has regard to the provisions of
the Corporate Governance Code insofar as is appropriate, except that:
• Given the size of the Board and the Group’s current size, certain provisions of the Corporate
Governance Code (in particular the provisions relating to the composition of the Board and the
division of responsibilities between the Chairman and Chief Executive), are not being complied with
by the Group as the Board considers these provisions to be inapplicable.
• Until the Group has accumulated sufficient reserves and appointed two additional Non-Executive
Directors it will not have separate audit and risk, nomination or remuneration committees. The Board
as a whole will instead review audit and risk matters, as well as the Board’s size, structure and
composition and the scale and structure of the Directors’ fees, taking into account the interests of
shareholders and the performance of the Group.
• The UK Corporate Governance Code recommends the submission of all Directors for re-election at
annual intervals. Given the Group’s size and limited Board composition, this is not appropriate at
this time.
• The Board do not consider an internal audit function to be necessary for the Group at this time due
to the limited number of transactions.
The Directors are responsible for internal control in the Group and for reviewing effectiveness. Due to the
size of the Group, all key decisions are made by the Board. The Directors have reviewed the effectiveness
of the Group’s systems during the period under review and consider that there have been no material losses,
contingencies or uncertainties due to weaknesses in the controls.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
9
Carbon emissions
The Group currently has no employees other than the Directors and uses a rented office. Therefore, the
Group has minimal carbon emissions and it is not practical to obtain emissions data at this stage.
Directors and Directors’ Interests
The Directors who held office during the period and to the date of approval of these Financial Statements
had the following beneficial interests in the ordinary shares of the Group.
Ordinary shares
30 September
2023
No.
Ordinary shares
30 April 2022
No.
Warrants
interest
30 September
2023
No.
Warrant
interest
30 April
2022
No.
Geoffrey Dart* 4,666,666 4,666,666
-
64,000
Paul Gazzard 4,000,000 4,000,000
-
-
*
Geoffrey Dart is a Director of Chesterfield Capital Limited which holds the 4,666,666 shares.
Substantial shareholders
As at 26 January 2024, this shareholder information, for shareholders holding more than 3% of the shares
is based on the Dukemount Capital plc share register and disclosures made by shareholders.
Ordinary shares
of £0.001 each
Number*
% of the issued
ordinary share
capital
Hargreaves Lansdown Nominees 15,606,942
22.52
Chesterfield Capital Limited 8,158,973
11.78
Peel Hunt Partnership 6,947,131
10.02
Barclays Direct Investing Nominees 4,454,699
5.61
Interactive Investor Services 3,054,106
4.41
HSBC Client Holdings Nominees 2,952,709
4.26
Lawshare Nominees 2,391,077
3.45
Puma Nominees 2,234,977
3.22
HSDL Nominees 2,154,431
3.11
*
Number reflects capital reorganization approved at AGM in January 2024 (Note 20)
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that the Group will have access to
adequate working capital to meet its obligations over the next 12 months. Further consideration from the
Directors in respect of going concern is given in note 2(c). The Directors therefore have made an informed
judgement, at the time of approving the financial statements, that there is a reasonable expectation that the
Group and Company, having secured agreement with certain creditors, existing investors and its broker on
a package of financing measures, will continue in operational existence for the foreseeable future.
Going forward, the Group will require further funds. The success of securing these has been identified as a
material uncertainty which may cast significant doubt over the going concern assessment. Whilst
acknowledging this material uncertainty, based upon the expectation of completing a successful fundraising
in the near future, and the continued support of it investors and broker, the Directors consider it appropriate
to continue to prepare the financial statements on a going concern basis.
Employees
The Group has no employees other than the Directors.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
10
Financial Risk Management
The Group has a simple capital structure and its principal financial asset is cash. The Group has no material
exposure to market risk or currency risk and the Directors manage its exposure to liquidity risk by maintaining
adequate cash reserves and ensuring any debt financing is at a competitive interest rate which can be
maintained within the Group’s cash resources going forward.
Further details regarding risks are detailed in note 2(p) to the financial statements.
Statement of Directors’ responsibilities pursuant to the disclosure and transparency rules
The Directors are responsible for preparing the Annual Report, the Remuneration Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the Group and Parent Company financial statements in accordance
with applicable law and UK-adopted international accounting standards. 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 Group and Parent Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors
are also responsible for safeguarding the assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Group and Parent Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of the consolidated financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides the information necessary for shareholders to assess the Group and
Parent Company’s position, performance, business model and strategy.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REPORT OF THE DIRECTORS
11
Statement of Directors’ responsibilities (continued)
Each of the Directors, whose names and functions are listed on page 4 confirm that, to the best of their
knowledge and belief:
• The financial statements have been prepared on a going concern basis using the historical cost
convention and in accordance with the UK-adopted International Accounting Standards (“IAS”) and
in accordance with the provisions of the Companies Act 2006; and
• the Strategic Report includes a fair review of the development and performance of the business and
the position of the Group and Parent Company, together with a description of the principal risks and
uncertainties that they face.
Directors and officers liability insurance
The Company does not currently have directors and officers liability insurance in place.
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
• there is no relevant audit information of which the Group’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
PKF Littlejohn LLP resigned as auditors on 13 December 2023. The directors appointed Royce Peeling
Green Limited as auditor to fill the vacancy. The appointment was approved by the shareholders on 12
January 2024. Royce Peeling Green Limited has indicated its willingness to continue in office as auditor and
will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006.
Subsequent Events
Details of events after the reporting period are disclosed in Note 20.
Approved by the Board on 29 January 2024, and signed on its behalf by:
Paul Gazzard
Director
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
12
This remuneration report sets out the Group’s policy on the remuneration of executive and non-executive
Directors together with details of Directors' remuneration packages and service contracts for the 17 month
period ended 30 September 2023.
Until several transactions have been completed and until it has accumulated sufficient reserves to justify
the appointment of two additional Non-Executive directors, the Group will not have a separate
remuneration committee. The Board as a whole will instead review the scale and structure of the Directors'
fees, taking into account the interests of shareholders and the performance of the Group and Directors.
The items included in this report are unaudited unless otherwise stated.
Audited information
Directors’ emoluments and compensation
Set out below are the emoluments of the Directors for the period ended 30 September 2023.
Benefits Total
2023
Total
2022
% change
from 2022
Name of Director Salary and fees
£ £ £ £
Geoffrey Dart - - - 37,500 -100%
Paul Gazzard - - - 13,750 -100%
TOTAL - - - 51,250 -100%
All remuneration is considered to relate to short term benefits.
Unaudited information
Employment Contracts and Letters of Appointment
The Directors who served during the year all have employment contracts.
The Directors who held office at 30 September 2023 and who had beneficial interests in the Ordinary Shares
of the Group and details of these beneficial interests can be found in the Directors’ Report.
Terms of appointment
The services of the Directors, provided under the terms of agreement with the Group, are dated as follows:
Directo
r
Y
ea
r
of
appointment
Numbe
r
of years
completed
Date of current
engagement letter
Geoffrey Dar
t
2011 12 16 Septembe
r
2021
Paul Gazzard 2017
7
16 Septembe
r
2021
In accordance with the above agreements the Directors are subject to 6 months’ notice periods and an
annual review.
Other matters
The Group does not have any pension plans for any of the Directors and does not pay pension amounts in
relation to their remuneration. The Group has not paid out any excess retirement benefits to any Directors
or past Directors.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
13
Remuneration Policy
In setting the policy, the Board has taken the following into account:
• The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership
and management of the Group;
• The Group's general aim of seeking to reward all employees fairly according to the nature of their
role and their performance;
• Remuneration packages offered by similar companies within the same sector;
• The need to align the interests of shareholders as a whole with the long-term growth of the Group;
and
• The need to be flexible and adjust with operational changes throughout the term of this policy.
Remuneration Components
The remuneration policy of the Group is outlined below.
Future Policy Table
Element Purpose Policy Operation
Opportunity
and
performance
conditions
Executive directors
Base salary To award The remuneration o
f
Directors Paid monthly The total value
fo
r
is based on the and will be o
f
Directors'
services recommendations o
f
the reviewable fees that ma
y
provided Chairman and comparison with
annually.
be paid is
othe
r
companies o
f
a simila
r
limited by the
size and sector. Any Directo
r
Group’s
who serves on any committee,
Articles o
f
o
r
who devotes special attention
Association to
to the business o
f
the Group, o
r
£200,000 pe
r
who otherwise performs
annum.
services which in the opinion o
f
the Directors are outside the
scope o
f
the ordinary duties o
f
a
Director, may be paid such
extra remuneration as the
Directors may determine.
Pension
N/
A
Not awarded N/
A
N/
A
Benefits
To assist
with
Some directors may be entitled to
medical insurance
Paid annually
and reviewable
Benefit
deemed to be
performing
annually a tax benefit
their roles
for the
directors
Annual
Bonus
N/A
Annual bonuses of the Directors
is based on the recommendations
of the Chairman and comparison
with other companies of a similar
size and sector.
N/A N/A
Share
Options
N/A
Based on the recommendations
of the Chairman and comparison
with other companies of a similar
size and sector.
N/A N/A
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC REMUNERATION REPORT
14
The Company does not have any non-executive Directors. If appointed in the future the Company will
consider the remuneration of these Directors.
Notes to the Future Policy Table
The Directors are reimbursed all travelling, hotel and other expenses they may incur in attending meetings
of the Directors or general meetings or otherwise in connection with the discharge of their duties.
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time, is considered as part of the Group’s
annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the individual’s
experience and their current base salary. Where an individual is recruited at below market norms, they may
be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally
be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Group will meet certain relocation
and/or incidental expenses as appropriate.
There are no incentives for directors relating to the performance of the share price of the company.
Approved on behalf of the Board of Directors.
Paul Gazzard
Director
29 January 2024
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
15
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DUKEMOUNT CAPITAL PLC
Opinion
We have audited the financial statements of Dukemount Capital plc (the ‘group’) for the period ended 30
September 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements
of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted international accounting standards and
as regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 30 September 2023 and of the group’s loss for the period then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted
international accounting standards and as applied in accordance with the provisions of the Companies
Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
group and parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the group is dependent on
successful fundraising or a future reverse takeover transaction to continue as a going concern. The group
has no contracts in place at year-end or after year-end, with no trading plans. Additionally, the group has a
cash balance at the date of approval of the financial statements that would not be able to support its
operations and overheads for the following twelve months. As stated in note 2, these events or conditions,
along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast
significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
It is a requirement of IFRS that, in determining that the going concern basis is appropriate, the directors
must consider a period of at least twelve months from the date of approval of the accounts.
Our work in relation to going concern included:
• Discussing future plans with management and review of forecasts;
• Considering the appropriateness and sensitivity of assumptions used in the preparation of the forecasts;
• Reviewing the results of subsequent events and assessing the impact on the financial statements;
• Reading board minutes for references to financing difficulties;
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
16
• Considering whether management have used all relevant information in their assessment and enquiring
whether any known events or conditions beyond the period of assessment may affect going concern; and
• Reviewing and considering the impact of any new and amended borrowing arrangements entered into
after the year-end to assist the group to continue its operations.
In view of the requirement to raise additional funds there is a material uncertainty with regard to going
concern because although the directors are confident they can raise adequate funding that funding has not
been agreed.
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included
reviewing management’s assessment and going concern forecasts for the next twelve months and forming
an opinion on whether the current financial position has the ability to fund the group’s costs for that period.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect
of misstatements on our audit and on the financial statements. For the purposes of determining whether the
financial statements are free from material misstatement, we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person
would be changed or influenced. We also determine a level of performance materiality which we use to
assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
We determined the group materiality for the financial statements as a whole to be £28,000 (2022: £27,000),
with the parent company materiality set at £28,000 (2022: £25,000). Performance materiality was set at
£21,000 (2022: £16,000) and £21,000 (2022: £15,000) respectively. The overall materiality was based on
10% of loss before taxation (2022: 3% of net assets). Several adjustments were identified during the course
of the audit that were individually considered to be material and adjusted for by management which would
have increased materiality, however the planned materiality level of £28,000 was retained.
We agreed with the board that we would report all audit differences identified during the course of our audit
in excess of our triviality level of £1,000 (2022: £1,350) and £1,000 (2022: £1,250) for the group and parent
company respectively.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Group and parent Company and their
environment, including the parent Company's systems of internal control and assessing the risks of material
misstatement.
In designing our audit approach, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular we assessed the areas involving significant accounting estimates
and judgements by the directors, notably management’s assessment of going concern and considered
future events that are inherently uncertain.
All subsidiaries were fully audited by the same audit team, with a full scope audit being performed on the
complete financial information of the subsidiaries.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
17
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the Material uncertainty related to going concern noted above, as set out below we have
determined Management override of controls to be the key audit matter to be communicated in our report.
Key audit matte
r
How ou
r
scope addressed this matte
r
Management override of controls
Under ISA (UK) 240 The Auditor’s Responsibilities
Relating to Fraud in an Audit of Financial
Statements, there is a presumed significant risk of
management override of the system of internal
controls.
The primary responsibility for the prevention and
detection of fraud rests with management. Their role
in the detection of fraud is an extension of their role
in preventing fraudulent activity.
Management are responsible for establishing a
sound system of internal control designed to support
the achievement of policies, aims and objectives
and to manage risks facing an entity; this includes
the risk of fraud.
Management are in a unique position to perpetrate
fraud because of their ability to manipulate
accounting records and prepare fraudulent financial
statements by overriding controls that otherwise
appear to be operating effectively.
We considered the potential for the manipulation
of financial results to be a significant fraud risk.
Our work in this area included:
• A review of journals processed during
the period under review and in the
preparation of the financial statements to
determine whether these were
appropriate.
• We reviewed bank transactions
throughout the period and since the year
end for material and round sum amounts
and evidenced these back to appropriate
documentation.
• A review of key estimates, judgements
and assumptions within the financial
statements for evidence of management
bias and agreement of any such to
appropriate supporting documentation.
• An assessment of whether the financial
results and accounting records included
any significant or unusual transactions
where the economic substance was not
clear.
Our conclusion
Overall, we are satisfied that the accounting
records and financial statements are free from
material misstatement in this respect.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
18
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the group and parent company financial statements does
not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial period for which
the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited
are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the group and parent company financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing
the ability of the group and parent company to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but
to do so.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
19
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
We evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of
the financial statements (including the risk of override of controls) and determined that the principal risks
were related to posting manual journal entries to manipulate financial performance, management bias
through judgements and assumptions in significant accounting estimates and significant one-off or unusual
transactions.
• Our audit procedures were designed to respond to those identified risks, including non-compliance with
laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit
procedures included but were not limited to:
• Discussing with the Directors and management their policies and procedures regarding compliance
with laws and regulations;
• Communicating identified laws and regulations throughout our engagement team and remaining alert
to any indications of non-compliance throughout our audit; and
• Considering the risk of acts by the parent company which were contrary to applicable laws and
regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the Directors and management on whether they had knowledge of any actual,
suspected or alleged fraud;
• Gaining an understanding of the internal controls established to mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risks of fraud through management override of controls by performing journal entry
testing.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC INDEPENDENT AUDITOR’S REPORT
PERIOD ENDED 30 SEPTEMBER 2023
20
Other matters which we are required to address
We were appointed by the Board on 5 January 2024 to audit the financial statements for the period ended
30 September 2023 and subsequent financial periods. Our total uninterrupted period of engagement is 1
year.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the
parent company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
29 January 2024
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AS AT 30 SEPTEMBER 2023
Note
Group
30 September 2023
Group
30 April 2022
Continuing operations
£
£
Other income
Administrative expenses
3
(124,227 ) (283,162 )
Impairment o
f
receivables
9
(578,779 )
Operating loss
(120,496 )
(856,908 )
Interest received
Finance charges
(190,094 ) (242,773 )
Loss before taxation 3 (310,590 ) (1,099,681 )
Income tax 6 - -
Loss for the year from continuing
operations
(310,590 ) (1,099,681 )
Discontinued operations
Loss for the period/ year from
discontinued operations
8 (97,387 ) (27,714 )
Total comprehensive income for the
period/ year
(407,977 )
(1,127,395 )
Total comprehensive income fo
r
the
year attributable to:
Owners o
f
Dukemount Capital Plc
(359,284 ) (1,176,088 )
Non-controlling interests
(48,693 ) 48,693
(407,977 )
(1,127,395 )
Earnings / (loss) per share
attributable to equity owners
Basic and diluted (pence) 11 (0.0006 ) (0.0022 )
The Accounting Policies and Notes form part of the financial statements.
21
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
22
Note 30 Septembe
r
2023 30 April 2022
£
£
Assets
Non current assets
Intangible assets
8 - 350,000
Current Assets
Trade and othe
r
receivables
9
Cash and cash equivalents
Total Assets
Equity and Liabilities
Equity
Share capital 12 616,243 513,535
Share premium 13 1,249,305 1,249,305
Share based payments reserve
Retained deficit
(3,752,485 ) (3,344,508 )
(1,883,977 ) (1,578,708 )
Current Liabilities
Trade and other payables 15 1,901,161 1,986,086
Total Equity and Liabilities
Total equity and liabilities attributable
to :
Owners of Dukemount Capital Plc
Non-controlling interests
These Consolidated Financial Statements were approved and authorised for issue by the Board of Directors
and were signed on its behalf on 29 January 2024.
Paul Gazzard
Director
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC
COMPANY NUMBER: 07611240
COMPANY STATEMENT OF FINANCIAL POSITION
23
Note 30 Septembe
r
202
3
30 April 202
2
£
£
Assets
Non current assets
Investment in Subsidiaries
7
101 350,601
Current Assets
Trade and othe
r
receivables
9
422
13,436
Cash and cash equivalents
15,89
7
16,115
Total Assets
16,420
380,152
Equity and Liabilities
Equity
Share capital 12 616,243
513,535
Share premium 13 1,249,305
1,249,305
Share based payments reserve
2,960
2,960
Retained defici
t
(3,661,004) (3,321,698)
(1,792,496)
(1,555,898)
Current Liabilities
Trade and othe
r
payables 15 1,808,916
1,936,050
Total Equity and Liabilities
16,420
380,152
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from
presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for
the Parent Company for the period was £339,306 (2022: £1,130,772) and the total comprehensive loss for
the period was £339,306 (2022: £1,130,772).
These Financial Statements were approved and authorised for issue by the Board of Directors and were
signed on its behalf on 29 January 2024.
Paul Gazzard
Director
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
24
Share
capital
Share
premium
Share
based
payment
reserve
Retained
deficit
Total
Non
controlling
interests
Total
Equity
£ £ £ £ £ £ £
Balance as at
1 May 2020
(2,217,113 )
(617,835 )
(617,835 )
Loss for the
year
(1,176,088 )
(1,176,088 )
(1,127,395 )
Other
comprehensive
income
Total
comprehensive
income for the
year
(1,176,088 )
(1,176,088 )
(1,127,395 )
Transactions
with equity
owners
Issue of
ordinary shares
Exercise of
warrants
Total
transactions
with owners
Balance as at
30 April 2022
(3,393,201 )
(1,627,401 )
(1,578,708 )
Balance as at
1 May 2022
(3,393,201 )
(1,627,401 )
(1,578,708 )
Loss for the
period
(359,284 )
(359,284 )
(48,693 )
(407,977 )
Other
comprehensive
income
Total
comprehensive
income for the
period
(359,284 )
(359,284 )
(48,693 )
(407,977 )
Transactions
with equity
owners
Issue of
ordinary shares
Total
transactions
with owners
Balance as at
30 September
2023
(3,752,485 )
(1,883,977 )
(1,883,977 )
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC COMPANY STATEMENT OF CHANGES IN EQUITY
25
Share
Capital
Share
premium
Share
based
payment
reserve
Retained
deficit
Total
£
£
£
£
£
Balance as at 1 May 2020 481,283 1,115,035 2,960 (2,190,926) (591,648)
Loss for the year
-
-
-
(1,130,772)
(1,130,772)
Other comprehensive income - - - - -
Total comprehensive income for
the year
- - - (1,130,772) (1,130,772)
Transactions with equity owners
Issue of ordinary shares
32,252 134,270
- - 166,522
Total transactions with owners
32,252 134,270
-
-
166,522
Balance as at 30 April 2022
513,535
1,249,305
2,960 (3,321,698) (1,555,898)
Balance as at 1 May 2022 513,535 1,249,305 2,960 (3,321,698) (1,555,898)
Loss for the period
-
-
-
(339,306)
(339,306)
Other comprehensive income - - - - -
Total comprehensive income for
the year
- - - (339,306) (339,306)
Transactions with equity owners
Issue of ordinary shares 102,708
-
- - 102,708
Total transactions with owners 102,708
-
- - 102,708
Balance as at 30 September 2023 616,243 1,249,305 2,960 (3,661,004) (1,792,496)
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC CONSOLIDATED STATEMENT OF CASH FLOWS
26
Note
30 Septembe
r
2023
30 April
2022
£
£
Cash Flows from Operating Activities
Loss before taxation
(407,977 ) (1,127,395 )
Changes in working capital:
Shares issued in lieu o
f
expenses
Impairment of goodwill 8
Impairment o
f
receivables
9
(Increase)/decrease in trade and othe
r
receivables
9
(Decrease)/Increase in trade and othe
r
payables 15 34,214 (232,722 )
Net Cash (used in) Operating Activities
(261,558 ) (666,137 )
Cash Flows from Financing Activities
Net proceeds from issue of shares - - -
Loans received 15 123,994 1,000,000
Loans repaid
(215,000 ) -
Net Cash (used in)/ generated from Financing
Activities
(91,006 )
Cash Flows from Investing Activities
Investment in subsidiary
Disposal o
f
investment in subsidiary
Net cash generated from/ (used in) Investing
Activities
(339,306 )
Net Decrease in Cash and Cash Equivalents
(2,564 ) (5,443 )
Cash and cash equivalents at the beginning of the year
Cash and Cash Equivalents at the End of the
Period
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC COMPANY STATEMENT OF CASH FLOWS
27
Note
30 Septembe
r
2023
30 April
2022
£
£
Cash Flows from Operating Activities
Loss before taxation
(339,306) (1,130,772)
Adjustments for:
Changes in working capital:
Provision against intra group loans
9
20,451 491,628
Impairment charge
8
-
125,101
Shares issued in lieu o
f
expenses
74,575 30,727
Decrease in trade and othe
r
receivables
9
13,014 1,060
(Decrease)/increase in trade and othe
r
payables 15 (27,946) (176,828)
Net Cash used in Operating Activities
(259,212) (659,084)
Cash Flows from Investing Activities
Investment in subsidiary
-
(339,306)
Disposal of investment in subsidiary
350,000 -
Net Cash used in Investing Activities
350,000
(339,306)
Cash Flows from Financing Activities
Loans received 15 123,994 1,000,000
Loans repaid
(215,000) -
Net Cash (used in)/ generated from Financing
Activities
(91,006) 1,000,000
Net (Decrease)/ increase in Cash and Cash
Equivalents
(218)
1,610
Cash and cash equivalents at the beginning of the year
16,115
14,505
Cash and Cash Equivalents at the End of the Period
15,897
16,115
The Accounting Policies and Notes form part of the financial statements.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
28
1. General Information
name Black Lion Capital Plc. The Company subsequently changed its name to Black Eagle Capital Plc on
13 September 2011 and on 15 November 2016 changed its name to Dukemount Capital Plc. On 29 March
2017 the Company was admitted to the London Stock Exchange by way of a standard listing.
The Group’s principal activity is to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction.
The parent company’s registered office is located at 70 Jermyn Street, London SW1Y 6NY .
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
a) Basis of Preparation of Financial Statements
The financial statements of Dukemount Capital Plc have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. The financial statements have been prepared under the
historical cost convention.
The financial statements are presented in Pound Sterling (£), rounded to the nearest pound.
The consolidated financial statements include the Parent company, its wholly owned subsidiaries DKE
acquired a 50% equity interest and was deemed to exercise control from the date of its acquisition on 20
May 2021 until it was dissolved on 22 August 2023.
The individual entity financial statements of each subsidiary were prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (FRS 101).
The directors resolved in September 2023 to extend the accounting reference date from 30 April to 30
September; accordingly the current period is for 1 May 2022 to 30 September 2023.
b) Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included
in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
29
2. Summary of Significant Accounting Policies (continued)
b) Basis of consolidation (continued)
The group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The group recognises any non-
controlling interest in the acquired companies on an acquisition-by-acquisition basis, either at fair value or
at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net
assets.
The Group’s interest in Gas Peaking projects is treated as a business combination instead of an asset
acquisition as there is an intention to enter that business, supported by a business plan.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have
been adjusted to conform with the group’s accounting policies.
c) Going Concern
The preparation of financial statements requires an assessment on the validity of the going concern
assumption.
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the
Financial Statements.
In making their assessment of going concern, the Directors have discussed the Company’s position with its
funders and professional advisors. In January 2024 the Company agreed a term sheet with its current
investors and broker in which its broker will facilitate a capital investment into the Company in the near-term
of circa £500,000 and a commitment to pay certain outstanding fees The Group’s forecasts and projections,
taking account of reasonably possible changes in trading performance, show that the Group has sufficient
funds available to it following events after the year end.
The Directors note that the Group has always been successful with past fundraises and continue to believe
strongly in the Group’s potential. However, the success of securing funding or a reverse transaction has
been identified as a material uncertainty which may cast significant doubt over the going concern
assessment. Whilst acknowledging this uncertainty, based upon the expectation of completing a successful
fundraising in the near future, and the continued support of it investors and broker, the Directors consider it
appropriate to continue to prepare the financial statements on a going concern basis.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
30
2. Summary of Significant Accounting Policies (continued)
d) Changes in accounting policies and disclosure
In issue and effective for periods commencing on 1 May 2022
The Company has considered the following amendments to published standards that are effective for the
Company for the financial period beginning 1 May 2022 and concluded that they are either not relevant to
the Company or that they do not have a significant impact on the Company’s financial statements other than
disclosures.
• IAS 37 - Provisions, Contingent Liabilities and Contingent Assets - Amendments regarding the costs
to include when assessing whether a contract is onerous
• IAS 16 - Property, Plant and Equipment – Amendments prohibiting an entity from deducting from
the cost of property, plant and equipment amounts received from selling items produced while the
entity is preparing the asset for its intended use
• IFRS 3 - Business Combinations - Reference to the Conceptual Framework
In issue but not effective for periods commencing on 1 May 2022
The following standards and revisions will be effective for future periods:
• IFRS 7 – Financial Instruments: Disclosures – Supplier finance arrangements
• IFRS 10 - Consolidated Financial Statements - Amendments regarding the sale or contribution of
assets between an investor and its associate or joint venture
• IFRS 16 – Leases – Amendments regarding seller-lessor subsequent measurement in a sale and
leaseback transaction
• IFRS 17 ‘Insurance Contracts’ – New accounting standard
• IAS 1 – Presentation of Financial Statements - Amendments regarding the disclosure of
accounting policies, Amendments regarding the classification of liabilities and Amendments
regarding the classification of debt with covenants
• IAS 7 – Statement of Cash Flows - Supplier finance arrangements
• IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors – Amendments
regarding the definition of accounting estimates
• Amendments to IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ on the
definition of accounting estimates
• IAS 12 - Income Taxes – Amendments regarding deferred tax on leases and decommissioning
obligations
• IAS 28 - Investments in Associates and Joint Ventures - Amendments regarding the sale or
contribution of assets between an investor and its associate or joint venture
The Company has considered the impact of the remaining above standards and revisions and have
concluded that they will not have a significant impact on the Company’s financial statements.
e) Segmental reporting
Identifying and assessing investment projects is the only activity the Group is involved in and is therefore
considered as the only operating/reportable segment.
Therefore the financial information of the single segment is the same as that set out in the Statement of
Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the
Statement of Cashflows.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
31
2. Summary of Significant Accounting Policies (continued)
f) Revenue from contracts with customers
Revenue relates to amounts contractually due under a property development agreement at the balance
sheet date relating to the stage of completion of a contract as measured by surveys of work performed to
date. Revenue is recognised for services when the Group has satisfied its contractual performance
obligation in respect of the services. The amount recognised for the services performed is the consideration
that the Group is entitled to for performing the services provided. Revenue from contracts with customers is
recognised over time.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change,
and may include cost contingencies to take into account specific risks within each contract. Cost
contingencies are reviewed on a regular basis throughout the life of the contract. However, the nature of the
risks on projects are such that they often cannot be resolved until the end of the project and therefore may
reverse until the end of the project. Any resulting increases or decreases in estimated revenues or costs are
reflected in profit or loss in the period in which the circumstances that give rise to the revision become known
by management. The estimated final outcomes on projects are continuously reviewed, and adjustments are
made when necessary. Provision is made for all known or expected losses on individual contracts once such
losses are foreseen.
Where costs incurred plus recognised profits less recognised losses exceed progress billings, the balance
is recognised as contract assets within trade and other receivables. Where progress billings exceed costs
incurred plus recognised profits less recognised losses, the balance is recognised as contract liabilities
within trade and other payables.
g) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances with banks. This
definition is also used for the Statement of Cash Flows.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk.
The Group considers that it is not exposed to major concentrations of credit risk.
h) Financial Instruments
Financial assets
The Group and Company classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value through profit or loss; and
• Those to be measured at amortised cost.
The classification depends on the business model for managing the financial assets and the contractual
terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following
criteria are met:
• The asset is held within a business model whose objective is to collect contractual cash flows; and
• The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method
and are subject to impairment. The Group’s and Company’s financial assets at amortised cost include trade
and other receivables, contract assets and cash and cash equivalents. A financial asset (or, where
applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
when:
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
32
2. Summary of Significant Accounting Policies (continued)
• The rights to receive cash flows from the asset have expired; or
• The Group and Company has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay to a third party
under a ‘pass-through’ arrangement; and either (a) the Group and Company has transferred
substantially all the risks and rewards of the asset, or (b) the Group and Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
The Group currently does not recognise an allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss, as the effect would be immaterial on these financial
statements. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months,
the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s
lifetime ECL at each reporting date. The Group assesses a non-performing debt based on the payment
terms of the receivable.
i) Financial liabilities
Financial liabilities, comprising trade and other payables, are held at amortised cost.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised
cost using the effective interest method.
j) De-recognition of Financial Instruments
i. Financial Assets
A financial asset is derecognised where:
• the right to receive cash flows from the asset has expired;
• the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a pass-through arrangement; or
• the Group has transferred the rights to receive cash flows from the asset, and either has transferred
substantially all the risks and rewards of the asset or has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
ii. Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
33
2. Summary of Significant Accounting Policies (continued)
k) Taxation
Current tax
Current tax is based on the taxable profit or loss for the period. Tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other comprehensive income or recognised in equity. In this
case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax
Deferred tax is recognised using the liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction
affects neither accounting nor taxable profit nor loss. In principle, deferred tax liabilities are recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted at the
Statement of Financial Position date and are expected to apply to the period when the deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
l) Equity
Equity comprises the following:
• Share capital representing the nominal value of the equity shares;
• Share premium representing consideration less nominal value of issued shares and costs directly
attributable to the issue of new shares;
• Share based payments reserve representing the fair value of share based payments valued in
accordance with IFRS 2.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
34
2. Summary of Significant Accounting Policies (continued)
m) Share Capital
Ordinary shares are classified as equity.
n) Share Based Payments
The Group has warrants over the ordinary share capital as described in note 14. In accordance with IFRS
2, the total amount to be expensed over the vesting period for warrants issued for services is determined by
reference to the fair value of the warrants granted, excluding non-market vesting conditions. Non-market
vesting conditions are included in assumptions about the number of warrants that are expected to vest.
For warrants issued relating to the raising of finance, the relevant expense is offset against the share
premium account. The total amount to be expensed is determined by reference to the fair rate of the
warrants granted, excluding non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of warrants that are expected to vest.
o) Investments
Equity investments in subsidiaries are held at cost, less any provision for impairment.
p) Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (price risk), credit risk and liquidity
risk. The Group’s overall risk management programme seeks to minimise potential adverse effects on the
Group’s financial performance. None of these risks are hedged.
The Group has no foreign currency transactions or borrowings, so is not exposed to market risk in terms of
foreign exchange risk. The Group will require funding to acquire and develop and/or refurbish its properties
and accordingly will be subject to interest rate risk.
Risk management is undertaken by the Board of Directors.
Market Risk – price risk
The Group was exposed to equity securities price risk because of investments held by the Group, classified
as available-for-sale financial assets. These assets were sold in the year, and therefore the carrying value
at the year end is £nil, which represents the maximum exposure for the Group.
The Group is not exposed to commodity price risk. The Directors will revisit the appropriateness of this policy
should the Group’s operations change in size or nature.
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management does
not expect any losses from non-performance of these receivables. The amount of exposure to any individual
counter party is subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit
risk, which is stated under the cash and cash equivalents accounting policy.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
35
2. Summary of Significant Accounting Policies (continued)
Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due. The proceeds raised from the placing
are being held as cash to enable the Group to fund a transaction as and when a suitable target is found.
Controls over expenditure are carefully managed, in order to maintain its cash reserves whilst it targets a
suitable transaction.
Financial liabilities are all due within one year.
Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an
optimal capital structure. The Group has no borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
The Group monitors capital on the basis of the total equity held by the Group, being a net asset of £17,184
as at 30 September 2023 (2022: net asset £407,378).
q) Critical Accounting Estimates and Judgements
The Directors make estimates and assumptions concerning the future as required by the preparation of the
financial statements in conformity with UK-adopted international accounting standards. The resulting
accounting estimates will, by definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
i) Share based payments
In accordance with IFRS 2 ‘Share Based Payments’ the Group has recognised the fair value of warrants
calculated using the Black-Scholes option pricing model. The Directors have made significant assumptions
particularly regarding the volatility of the share price at the grant date in order to calculate a total fair value.
Further information is disclosed in Note 14.
ii) Percentage completion method used for long term contracts
The Group makes an estimate of the stage of completion of a development project based on the costs
incurred at the year end. Management then make assumptions regarding the collectability of billings and
expected future costs. The method used is as stated in the constructions contract accounting policy 2f).
Estimation uncertainty will exist with regard to the gross profit being recognised at the year end. The
Directors believe that this uncertainty is reduced to an acceptable level by using quantity surveyors’ reports
to assess the stage of contract completion at the year end.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
36
3. Expenses by Nature
| 2023 | 2022 | |
£ | ||
£ | ||
| Directors’ fees | - | 51,250 |
| Establishmen | ||
t | ||
| costs | ||
- | ||
| 28,733 | ||
| Legal and professional fees | 62,365 | 40,763 |
| Listing/ regulatory costs | 58,131 | 26,592 |
| Travel and accommodation | ||
- | ||
| 2,196 | ||
| Othe | ||
r | ||
| expenses | ||
- | ||
| 3,494 | ||
| Finance charges | 190,094 | 242,773 |
| Impairment (Note 8) | ||
- | ||
| 125,101 | ||
| Impairment (Note 9) | ||
- | ||
| 578,779 | ||
| Total Administrative Expenses | 310,590 | 1,099,681 |
Finance charges relate to fees and interest incurred in financing activities; £190,094 (2022: £242,773) of
which £74,575 (2022: £141,522) was satisfied by the issue of ordinary shares.
4. Directors’ Remuneration
Company
2023 | ||
| 2022 | ||
£ | ||
£ | ||
| Geoffrey Dar | ||
t | ||
- | ||
| 37,500 | ||
| Paul Gazzard | ||
- | ||
| 13,750 | ||
| Total | ||
- | ||
| 51,250 |
The Directors have elected not to be paid, nor accrue their entitlement. Other benefits of £nil (2022: £nil)
were also paid to the directors.
Details of directors’ remuneration are included in the Directors’ Remuneration Report.
The average number of employees (including directors) during the period was 2 (2022: 2).
5. Services provided by the Company’s Auditors
During the year, the Group obtained the following services from the Group’s auditors:
| 2023 | 2022 | |
£ | ||
£ | ||
| Fees payable to the Company’s auditor for: | ||
| Audit of the Group and Company: | ||
| Royce Peeling Green Limited | 28,000 | |
- | ||
| PKF Littlejohn LLP | ||
- | ||
| 70,000 | ||
| Audit of the subsidiary undertakings: | ||
| Royce Peeling Green Limited | 2,000 | |
- | ||
| PKF Littlejohn LLP | ||
- | ||
| 30,000 | 70,000 |
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
37
6. Taxation
Tax Charge for the Year
No taxation arises on the result for the year due to taxable losses.
Factors Affecting the Tax Charge for the Period
The tax credit for the period does not equate to the loss for the period at the applicable rate of UK Corporation
Tax of 21.12% (2022: 19.00%). The differences are explained below:
2023 | ||
| 2022 | ||
£ | ||
£ | ||
| Loss for the period before taxation | (407,977) | (1,127,395) |
| Loss for the period before taxation multiplied by the standard | ||
| rate of UK Corporation of 21.12% (2022: 19.00%) | ||
| (86,164) | ||
| (214,205) | ||
| Losses carried forward on which no deferred tax asset is recognised | ||
| Non taxable items | ||
| 65,596 | ||
| 214,205 | ||
| 20,568 | ||
- | ||
- | ||
- |
Factors Affecting the Tax Charge of Future Periods
Tax losses available to be carried forward by the Group at 30 September 2023 against future profits are
estimated at £3,971,152 (2022: £3,907,301).
A deferred tax asset has not been recognised in respect of these losses in view of uncertainty as to the level
of future taxable profits. There is no expiry date on carried forward tax losses.
7. Investment in subsidiaries
Company
| 2023 | ||
| £ | ||
| 2022 | ||
| £ | ||
| Shares in Group Undertakings | ||
| As at 1 May | 350,601 | 101 |
| Additions/(disposal) in the year | (350,500) | 475,601 |
| Impairment (note 8) | - | |
| (125,101) | ||
| At 30 April | 101 | 350,601 |
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
38
Details of Subsidiaries
Details of the subsidiaries at 30 September 2023 are as follows:
| Name of subsidiary | |||||
| Address of | |||||
| registered office | |||||
| Country of | |||||
| incorporation | |||||
| Share | |||||
| capital | |||||
| held by | |||||
| Parent | |||||
| % share | |||||
| capital held | |||||
| Principal | |||||
| activities | |||||
| DKE (North West | |||||
| Limited) | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 100 | 100% | Property | ||
| management | |||||
| and | |||||
| development | |||||
| DKE (Wavertree) | |||||
| Limited | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 1 | 100% | Property | ||
| management | |||||
| and | |||||
| development | |||||
| Dukemount Limited | |||||
| 70 Jermyn Street, | |||||
| London, UK | |||||
| England | 1 | 100% | Dormant |
8. Intangible assets
| Goodwill | |
| 2023 | |
| £ | |
| As at 1 May 2022 | 350,000 |
| Disposal in the period | (350,000) |
| At 30 September 2023 | - |
On 1 October 2021 the Group purchased two special purpose companies, ARL 018 Limited and ADV 001
Limited through its subsidiary undertaking, DKE Flexible Energy Limited ("DKE Energy") resulting in goodwill
on consolidation at 30 April 2022 of £475,101. Each company containing the rights to an 11kV gas peaking
facility, ready to build, with full planning permission and grid access.
In performing an assessment of the carrying value of the assets at 30 April 2022, the Directors concluded
that as no development activity had been undertaken during the year ended 30 April 2022, it was appropriate
to book an impairment of £125,101, resulting in a carrying value of £350,000 at 30 April 2022. The Directors
formed this opinion based upon their calculation of estimated fair value less cost to sell. This was considered
to be in excess of the carrying value of the asset.
The regulatory environment that evolved during the period since acquisition to buy and then fund the
construction of the two assets meant there was no real activity during the period and on 5 October 2022,
DKE Flexible Energy Limited sold the two special purpose companies, for an aggregate sale price of
£350,000 resulting in a loss on disposal of the discontinued operation of £97,387.
The proceeds of the sale were used to repay a portion of the sums owing to the Company’s lenders.
DKE Flexible Energy Limited was dissolved on 22 August 2023.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
39
8. Intangible assets (continued)
Results of discontinued operations comprised:
| 2023 | ||
| £ | ||
| 2022 | ||
| £ | ||
| Administrative expenses | - | (27,642) |
| Other income | ||
| - | ||
| 125,029 | ||
| Impairment of goodwill | ||
| - | ||
| (125,101) | ||
| Loss on disposal | (97,387) | |
| (97,387) | (27,714 |
9. Trade and Other Receivables
| Group | ||||
| 2023 | ||||
| Company | ||||
| 2023 | ||||
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
£ | ||||
£ | ||||
£ | ||||
| Other receivables, including | ||||
| prepayments | ||||
| 534 | 422 | 38,164 | 13,436 | |
| Amounts owed by group | ||||
| undertakings | ||||
| - | - | - | - | |
| 534 | 422 | 38,164 | 13,436 |
The fair value of all receivables is the same as their carrying values stated above.
The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. The
Group does not hold any collateral as security.
Amounts due from group undertakings are unsecured, interest free, have no fixed date of repayment and
repayable on demand.
10. Dividends
No dividend has been declared or paid by the Company during the period ended 30 September 2023
(2022: £nil).
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
40
11. Earnings/ (loss) per share
Basic earnings/ (loss) per share is calculated by dividing the profit/ (loss) attributable to equity holders of the
Group by the weighted average number of ordinary shares in issue during the period/ year. In accordance
with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of the warrants
would be to decrease the loss per share.
| 2023 | 2022 | |
£ | ||
£ | ||
| Loss attributable to equity holders of the Group | 359,284 | 1,127,395 |
| Total | ||
| 359,284 | 1,127,395 | |
| Weighted average number of ordinary shares in issue (thousands) | ||
| 582,659 | 504,873 |
| Basic and diluted loss per share | ||
| 2023 | 2022 | |
| £ | £ | |
| Continuing Operations – basic and diluted | ||
| (0.0006) | ||
| (0.0022) |
12. Share Capital
Group and Company
| 2023 | 2022 | |
| No. | No | |
| (000’s) | (000’s) | |
| Allotted, issued and fully paid | ||
| Beginning of year | 513,535 | 481,283 |
| New shares issued (102,707,190 ordinary shares of £0.001 each) | 102,708 | 32,252 |
| At end of period | ||
| 616,243,164 ordinary shares of £0.001 each | ||
| (2022: 513,535,974 ordinary shares of £0.001 each) | ||
| 616,243 | 513,535 |
13. Share Premium
Group and Company
| Share Premium | |||
| £ | |||
| Share issue | |||
| costs | |||
| £ | |||
| Net Share | |||
| Premium | |||
| £ | |||
| At 1 May 2022 | 1,274,108 | (25,803) | 1,249,305 |
| Issue of shares | - | - | - |
| At 30 September | |||
| 2023 | 1,274,108 | (25,803) | 1,249,305 |
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
41
14. Share Based Payments
Details of warrants outstanding at 30 September 2023 are included below.
Number | ||
| Weighted average | ||
| exercise price (£) | ||
| As at 1 May 2022 | 64,000 | 0.005 |
| Expired during period | (64,000) | 0.005 |
| Outstanding/ exercisable as at 30 September 2023 | - | - |
15. Trade and Other Payables
| Restated | ||||
| Group | ||||
| 2023 | ||||
| Company | ||||
| 2023 | ||||
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
£ | ||||
£ | ||||
£ | ||||
£ | ||||
| Trade payables | 102,560 | 91,406 | 306,296 | 272,549 |
| Othe | ||||
r | ||||
| loans | 1,678,601 | 1,597,510 | 1,601,250 | 1,601,250 |
| Accruals | 120,000 | |||
| 120,000 | 78,540 | 62,251 | ||
| 1,901,161 | 1,808,916 | 1,986,086 | 1,936,050 | |
Comparative balances have been restated as to the analysis of trade creditors and other loans.
In May 2021, the Company entered into a 12-month interest free convertible unsecured loan facility for
£1,000,000 ("Facility"). The Facility was convertible at the election of the Company or the Lenders into
ordinary shares at a deemed issued price of £0.0065 per share, subject to the Company having sufficient
authorities in place and to the publication of any prospectus required pursuant to the Prospectus Regulation
Rules. In June 2021, the Company issued 13,286,713 ordinary shares as payment under the Facility
Agreement in relation to fees. An availability fee of £70,000, £10,000 drawdown fees and reimbursement of
legal fees were converted into ordinary shares at 0.715p.
In September 2021, the Company signed off a subordinated funding package necessary to enable
completion of the senior debt funding for the gas peaking projects first announced via its JV with HSKB in
March 2021. The funding package assembled by the Company comprised: £3,000,000 mezzanine, 18
month loan facility with 4 month repayment holiday. £1,000,000 was drawn down immediately upon
execution.
On 5 October 2022 the Company announced it had completed the sale of two special purpose companies
for an aggregate sale price of £350,000. The proceeds of the sale were used to repay a portion of the sums
owing to the lenders. Further to the disposal, the lenders agreed to advance net proceeds of £50,000 in
aggregate in addition to restructuring their existing funding arrangement. The maturity date for the existing
debt plus the further advance is 24 months from the date of the Advance (being 10 October 2024). The
proceeds of the further advance were used to settle accrued liabilities of the Company.
There was a balance of £1,097,510 at 30 September 2023 (April 2022: £1,101,250) including charges and
accrued interest. The terms of this new facility were varied in October 2022 with total amounts due deferred
and to be repaid under new terms.
The board has taken steps to ensure that the financial position and prospects of the Company are
maintained to facilitate a future reverse transaction. To that end, the board has confirmed that the directors
have released the Company from all accrued but unpaid emoluments. Following the year end, Chesterfield
Capital Limited has converted its outstanding balance of £500,000 into ordinary shares (Note 20).
The restructuring and further advance debt terms have since the year end, been amended (Note 20). The
existing debt is now reduced to £900,000. No interest or fees will accrue during its 24 month term.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
42
16. Treasury Policy and Financial Instruments
The Group operates an informal treasury policy which includes the ongoing assessments of interest rate
management and borrowing policy. The Board approves all decisions on treasury policy.
The Group has financed its activities by the raising of funds through the placing of shares.
There are no material differences between the book value and fair value of the financial instruments.
| Group | ||||
| 2023 | ||||
| Company | ||||
| 2023 | ||||
| Group | ||||
| 2022 | ||||
| Company | ||||
| 2022 | ||||
£ | ||||
£ | ||||
£ | ||||
£ | ||||
| Carrying amount of | ||||
| financial assets | ||||
| Measured at amortised | ||||
| cost | ||||
| 17,184 | 16,420 | 407,378 | 380,152 | |
| 17,184 | 16,420 | 407,378 | 380,152 | |
| Carrying amount of | ||||
| financial liabilities | ||||
| Measured at amortised | ||||
| cost | ||||
| 1,901,161 | 1,808,916 | 1,986,086 | 1,936,050 | |
| 1,901,161 | ||||
| 1,808,916 | ||||
| 1,986,086 | ||||
| 1,936,050 |
17 Capital Commitments
There were no capital commitments authorised by the Directors or contracted for at 30 September 2023.
18. Related Party Transactions
The Directors are Key Management and information in respect of key management is given in Note 4.
At 30 September 2023, the Company was due £230,885 (2022: £223,365) from DKE (Wavertree) Limited,
its wholly owned subsidiary. The Company has provided against this amount in full.
At 30 September 2023, the Company was due £281,194 (2022: £268,263) from DKE (Northwest) Limited,
its wholly owned subsidiary. The Company has provided against this amount in full.
At 30 September 2023, the Company was due £nil (2022: £339,306) from DKE Flexible Energy Limited, a
company in which Dukemount owned 50% of the shares and in which Paul Gazzard was a shareholder.
DKE Flexible Energy Limited sold its interests in ADV 001 Limited and ARL 018 Limited for aggregate
proceeds of £350,000 in October 2022 which was paid back to the Company.
At 30 September 2023 the Company owed Chesterfield Capital Limited £500,000 (2022: £500,000) under
an unsecured 0% convertible loan instrument dated 8 December 2020. The instrument was due for
repayment of conversion by 9 May 2021. Geoffrey Dart is a director of Chesterfield Capital Limited.
At 30 September 2023 the Company owed Arlington (Group Services) Limited £nil (2022: £21,600) in
respect of rent charges. Paul Gazzard is a director of Arlington (Group Services) Limited.
DocuSign Envelope ID: A2C0C2E7-2282-466A-A8D6-680CA35D5E57
DUKEMOUNT CAPITAL PLC NOTES TO THE FINANCIAL STATEMENTS
43
19. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
20. Events after the reporting period
The Company held its annual general meeting ("AGM") on 12 January 2024 where all resolutions set out
in the Company's Notice of Annual General Meeting were approved. As a result, the Company has
undergone a Capital Reorganisation and the Existing Ordinary Shares have undergone a 1:10
consolidation. Following the consolidation, the Consolidated Ordinary Shares were then subsequently sub-
divided into one New Ordinary Share of £0.001 each and one deferred share of £0.009. The New Ordinary
Shares have the same rights as the Existing Ordinary Shares, including voting, dividend, and other rights.
Further, Chesterfield Capital Limited has converted an existing £500,000 debt at £0.065 per New Ordinary
share in the Company (being 7,692,307 new ordinary shares of £0.001 each) following the Capital
Reorganisation. Admission of all the New Ordinary Shares became effective on 18 January 2024.
Following Admission, the Company now has 69,316,623 ordinary shares of £0.001 each in issue, none of
which are held in treasury.
As a result of all resolutions being passed at the AGM, through extensive discussions with the existing
noteholders (the "Investors") pursuant to the existing funding agreement (as detailed in the announcement
of 11 October 2022) (the "Existing Funding"), the directors executed a net advance of £40,000 to fund
immediate capital requirements of the Company.
The Investors have now agreed an irrevocable conditional amendment to the Existing Funding as follows:
o the existing debt (inclusive of the further £40,000 advance) will be reduced to £900,000 (being a
decrease of over 20% of the accrued balances).
o no interest or fees will accrue during the term (i.e. the outstanding balance is frozen).
o all rights to receive warrants pursuant to the Existing Funding are released and waived.
o 24 month repayment term from the date of the amendment being effective
o upon completion of a reverse takeover, the Company may elect for either (a) the Existing Funding to
be converted into equity at the relevant placing price for the RTO or (b) the Existing Funding will be
repaid (i) 50% of the outstanding balance on completion, (ii) 25% - 13 months from completion and
(iii) 25% - 24 months from completion.