XLON:HELD ESEF Annual Report
HELLENIC DYNAMICS PLC (XLON:HELD)
ESEF Annual Report
2023-08-22
For: 2023-03-31
View Original
Added on
September 18, 2026
Company Registration No. 06374598 (England and Wales)
HELLENIC DYNAMICS Plc
(Formerly known as UK SPAC Plc)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
HELLENIC DYNAMICS PLC (FORMERLY KNOWN AS U.K. SPAC PLC)
CONTENTS PAGE(S)
Company Information
1
Chairman’s Report
2 – 3
Chief Executive Officer’s Report
4 – 5
Strategic Report
6 – 14
Corporate Governance Report
15 – 23
Directors' Report
24 – 27
Remuneration Committee Report
28 – 31
Audit Committee Report
32 – 34
Nomination Committee Report
35
Independent Auditor’s Report on the Group and Company
36 – 43
Consolidated Statement of Comprehensive Income
44
Consolidated Statement of Financial Position
45
Consolidated Cash Flow Statement
46
Consolidated Statement of Changes in Equity
47
Notes to the Consolidated Financial Statements
48 – 74
Company Statement of Financial Position
75
Company Cash Flow Statement
76
Company Statement of Changes in Equity
77
Notes to the Company Financial Statements
78 - 81
1
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
COMPANY INFORMATION
Directors Davinder Rai Chief Executive Officer
Filippos Papadopoulos Executive Director
Anthony Jolliffe Non-Executive Chairman
Joseph Colliver Non-Executive Director
Secretary SGH Company Secretaries Limited
Company number 06374598 (England and Wales)
Registered office 21 Arlington Street
London
SW1A 1RN
Auditor PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Registrars SLC Registrars
P.O. Box 5222
Lancing
West Sussex
NB99 9FG
Financial advisors Cairn Financial Advisers LLP
80 Cheapside
London
EC2V 6EE
Brokers Peterhouse Capital Limited
3
rd
Floor
80 Cheapside
London
EC2V 6EE
Principal Bankers Barclays Bank Plc
Leicester
Leicestershire
LE87 2BB
2
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CHAIRMAN’S REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
I am pleased to present the annual report and financial statements for the period ended 31 March 2023 for Hellenic Dynamics
Plc ("Hellenic" or the "Company"). UK SPAC PLC, which was renamed Hellenic Dynamics Plc on 17 November 2022,
acquired Hellenic Dynamics SA ("Hellenic Dynamics” or the “Company”) and gained admission to the Official List (by way of
a Standard Listing) and to trading on the London Stock Exchange’s (“LSE”) main market for listed securities (“Admission”)
with effect from 08:00 on the 5 December 2022.
I am extremely proud of the whole Hellenic team, its advisers and management in the continuing roles they play, not only in
gaining a main market listing as the first medical cannabis company to do so, but also with their continued work on the
Company’s facility in Greece. It has been a long process with the Financial Conduct Authority and LSE and this commitment
alone shows that the experienced operational and cultivation teams have led the Company to be a market leader in the
cultivation and supply of medical cannabis flowers for the European markets.
Having been involved since the admission process, I was fortunate enough to witness first-hand the positive impact medical
cannabis is having on patients across a various range of chronic pain indicators and I believe the low-cost base we enjoy
together with the supportive legislative framework in Greece, will support Hellenic in its endeavour for European dominance in
the supply of medical cannabis.
Milestones
The law changed in Greece in 2017 allowing the cultivation of tetrahydrocannabinol ("THC") medical cannabis. Since that
time, members of the Hellenic team have navigated the changing landscape of this exciting new industry culminating in the
Company achieving the milestone of working with the FCA and LSE to become the first medical cannabis cultivator to gain
admission to the Official List and to trading on the LSE’s main market.
In addition to the Admission process, significant work and capital has been invested since the formation of the Group in 2019,
leading Hellenic to move towards a contract cultivation expanded strategy with the first cultivation anticipated to occur in the
second quarter of the Company’s 2023 fiscal year.
Board changes
As a result of the acquisition of Hellenic Dynamics and Admission, there was a change of the Company’s board of directors
(“Board”). I was appointed as Non-executive Chairman, replacing Peter Jay who stepped down on 16 December 2022.
At the time of the acquisition, Nigel Brent Fitzpatrick (“Brent”) and Simon Grant-Rennick both Non-executive Directors
stepped down and the appointments of Davinder Rai as CEO, Filippos Papadopoulos as Executive Director and Joseph Colliver
as a Non-executive Director were completed.
I would like to thank Peter, Brent and Simon for their contributions.
Appointments
During the reporting period and post Admission, I am pleased to welcome both Carl Haffner who was appointed as a consultant
to our cultivation team and Katherine Fleming who was appointed to our Advisory Board. Carl was previously the Co-founder
and CEO of Avida Global SAS, a vertically-integrated cannabis business which achieved all the necessary certifications
including ISO, GACP & EU-GMP. Carl is a great addition to the Hellenic team of experienced cannabis professionals.
Katherine is currently the President and CEO of the J. Paul Getty Trust, the international cultural and philanthropic institution,
overseeing its 1,500 employees and US$8.5 billion fund and holds a number of honours including being decorated by the Greek
Government as a commander in the Order of Beneficence. With Katherine’s appointment we believe that we ensure our further
exposure both domestically in Greece and in other international markets.
3
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CHAIRMAN’S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Employees
Together with the board, I would like to thank our entire Hellenic team for their total commitment and approach to our business
which they have demonstrated through real work experience in the work they have done to date both on the Hellenic facility
and in the wider business. Despite many challenges faced, especially with regards to the Admission process, I feel confident
that under their stewardship Hellenic can achieves its goals of European dominance in the supply of medical cannabis.
Sustainability
With the advanced discussions underway for a move to using solar power as sustainable, low-cost energy, this will in turn
lower the cost base for our operations and production and also allow our customers to benefit from a sustainable product. The
Company has opted to cultivate in a fully indoor facility, rather than a glasshouse, to save on the additional power required to
heat glasshouses in winter and cool during the summer, by then combining solar energy with indoor cultivation, the Company
hopes to be a market leader in sustainable medical cultivation.
Dividends
Given the Group is continuing to invest in growing the business, the Board does not recommend the payment of a dividend
(2021: £Nil).
Looking ahead
Despite the extended period working with the FCA to achieve Admission, the Group has made significant progress during the
period. The number of European medical cannabis prescriptions and the number of European countries that are legalising
medical cannabis is growing. However, the number of producing European medical cannabis cultivators is shrinking due to the
challenges they have faced from inflation and increasing energy costs. By being agile, listening to not only its customers but
also ensuring its competent understanding of the fast-evolving European cannabis industry, coupled with he low cost of
operations, I believe, set Hellenic apart from its competitors.
Hellenic is constantly educating itself as the industry shifts into its new phase, not only from a legislative viewpoint but also
firmly with the end patient in mind. The Group has moved with the recent changes in the industry and is now well placed to the
reap the incoming rewards.
With industry leaders joining the Company’s team, the signing of the first POD MoU with Deutsche Medizinalcannabis GmbH
which trades as Demecan Holding (“Demecan”) (post period end) and with further expressions of interest in POD contracts
resulting in active discussion, all demonstrate the Company’s growing reputation within the sector.
I remain confident in Hellenic’s strategic direction as a white label contract cultivator of tetrahydrocannabinol (“THC”)
dominant strains of medical cannabis flowers, where I have seen first-hand how this improves the quality of patients’ lives for
the better. Achieving our goals during the coming year, I expect Hellenic to deliver growth for our investors.
I am pleased to present the 2023 first full results to shareholders for the period ended 31 March 2023.
Sir Anthony Jolliffe
Non-Executive Chairman:
Date: 31 July 2023
4
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
I am delighted to report on the significant number of achievements and strategic progress for Hellenic in the period.
These are the first results for Hellenic as a public company following the successful completion of the reverse takeover of UK
SPAC Plc (renamed Hellenic Dynamics Plc), where the balance of £2.626 million was available to the Company on Admission
to support the Company’s plans, which are detailed in the enlarged Company’s prospectus dated 14 November 2022. On
Admission Hellenic became the first medical cannabis cultivator to be admitted to the Official List and to trade on the main
market of the London Stock Exchange and remains the only one as of the date of this report, further details of which can be
found in the financial review section on page 7.
Hellenic aims to be the dominant wholesale cultivator of medical cannabis flowers in Europe. With the numerous advantages
available to us in Greece, which covers a low cost base, clear legislation and a supportive government, Hellenic has the ability
to export its medical cannabis products to all 25 European countries that allow medical cannabis by prescription, with no
limitation on THC content nor export quantity.
Hellenic’s strategy is to work closely with licensed medical cannabis distributors in our key target markets and allow these
distributors the ability to take one step up the vertical by way of the Hellenic POD concept we announced post period end on 6
June 2023. This strategy has been well received by the wider European cannabis markets resulting in the signing of a MoU with
Demecan as per our announcement dated 13 June 2023. With numerous other advanced discussions on-going with other well
established European licensed distributors, I believe the Company has skilfully navigated the evolving medical cannabis sector
and positioned itself to reap the rewards as we enter into our first full year as a listed entity.
Market
25 countries now allow medical cannabis prescriptions for patients across Europe, with the total European market expected to
reach €43.3 billion per annum by 2027, twice the size of the American and Canadian markets combined. Presently there are
circa 29,000 private patients who receive medical cannabis prescriptions in the UK and over 1.4m people in the UK using
illegal cannabis for medical reasons.
Opioid alternative
Approximately 26% of the UK population suffer from chronic pain, this number increases to 60% of the population over aged
over 75. This has resulted in the UK being the largest prescriber of opioids per capita in the world with circa 40 million annual
opioid prescriptions. Presently opioid prescriptions lead to 4.6 million UK GP visits per annum, however 90% of patients
prescribed opioids state they are ineffective for long term pain management. Furthermore, the UK presently has approximately
540,000 patients with some form of dependency prescription opioids. This gives an idea of the total addressable market where
medical cannabis could replace opioid prescriptions in the UK
Strategy
In line with the Company’s expanded strategy, Hellenic will continue to fulfil its current off-take term sheets as per the
Company’s prospectus and further sign and develop more PODs on the Company’s near 200,000 square meter facility. Each
Pod occupies 1,000 square meters and is capable of producing 1,200 kg per annum of wholesale flowers. With just four POD
agreements (of which Hellenic currently has 1 MoU in place) Hellenic would have a total production of 4,800 kg per annum
and all devoid of any cost of sales. Hellenic’s licence of 40,000 square meters is capable of producing circa 54,000 kg of
flowers per annum. Each POD to be entered into moving forwards would be for a minimum of 2+2 years. This tenure is linked
to the advanced discussion the Company is currently having with a well-known financial institution in relation to a capital loan
facility, covering the entire capital expenditure of four PODs in this phase of the Company’s expansion strategy.
5
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CHIEF EXECUTIVE’S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Strategy (continued)
Adapting to the evolving European medical cannabis industry in the way Company has and will continue to do so, allows
Hellenic to concentrate on the wholesale commercial and contract cultivation of medical cannabis flowers. Many of our current
and new customers are well advanced in several aspects of the medical cannabis value chain, however the main resource is a
quality and consistent wholesale product. This can then be used for a number of drug development programmes along with
batch release to pharmacies. Furthermore, Hellenic has opted to arrange forward sales of its products prior to expansion. This
devoids the Company of any over production or any potential inability to sell its product. In essence every phase of expansion
of the cultivation facility will be based by a 2 + 2 year off-take agreement, where Hellenic cultivate the specific cultivars our
customers want for their respective markets.
Update
Since Admission on 5 December 2022, Hellenic has moved full force into the completion of its facility in northern Greece and
it is expected that its first commercial cultivation will occur in the coming months from the publication of this document..
Environment
As a company, we recognise the importance of operating to the highest standards of compliance across the business, and we
have continued to advance our approach to environmental, social and governance “ESG”, focusing on identifying those issues
that are most material to Hellenic’s business. This work will form part of a comprehensive ESG strategy in due course.
Future
I look forward to updating shareholders in due course on our production of medical cannabis flowers for our current off-takers,
further to agreements to be signed with third parties, and to reporting on our first full year as a listed entity and showcasing the
dedication of our team and our commitment to shareholders by delivering on our strategy.
Davinder Rai
Executive Chairman:
Date: 31 July 2023
6
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term;
• Act fairly between the members of the Company;
• Maintain a reputation for high standards of business conduct;
• Consider the interests of the Company's employees;
• Foster the Company's relationships with suppliers, customers, and others; and
• Consider the impact of the Company's operations on the community and the environment.
The Company operated as a cash shell, which was successful in sourcing a business to acquire and was in the process of
applying to the FCA to re-admit to trading on the LSE’s main market. The pre-revenue nature of the business prior to the
acquisition of Hellenic Dynamics SA is important to the understanding of the Company by its members and suppliers, and the
Directors were as transparent about the cash position and funding requirements as is allowed under the relevant regulations.
The application of the s172 requirements can be demonstrated in relation to some of the key decisions made during the period:
Shareholders
The Company publishes regular announcements to ensure shareholders are kept up to date with developments within the
Group. Going forward the Directors expect to increase the number of face-to-face meetings with its shareholders and
potential investors.
Employees and contractors
During the period under review the Company directly employed agronomists and when required engaged contractors to
provide specialist technical and cultivation services. Management and the Company's Directors maintain regular direct
contact with all employees and contractors to ensure any concerns they have are considered and action taken if necessary.
Each employee or contractor is given the Company’s employee handbook which sets out the provisions for any concerns.
Suppliers
Procurement of technical and cultivation such as construction, irrigation and lighting rely on the expertise of management
and the availability of those services at the time (both geographically and the supplier’s capacity). Relations with suppliers is
maintained through regular contact, prompt payment and where necessary ensuring high standards of health and safety are
maintained or implemented. Health and safety management by the Company is most important during construction works.
Any contracts for services provided have been undertaken with a clear cap on financial exposure.
Local community
At the subsidiary level, management and the Company's employees maintain excellent relationships with the local
communities where they operate. During the year under review, the Company used local businesses for the provision of
certain services, specifically for construction, earth works and fabrications. This created and will continue to create increased
economic activity in the areas in which the Company operates. Local management also maintains regular dialogue with the
local population and government officials to ensure support for and an informed view of its activities.
Environment
The Company's current activities are restricted to the construction and installation of its cultivation buildings with
groundworks the most environmentally impactful due to the small-scale earth works required. Considerations include
choosing the right cement suppliers and waste companies. As part of the Company's construction phase, baseline
environmental studies were undertaken by the chosen construction. company.
As a company, the Board seriously considers its ethical responsibilities to the communities and environment. we recognise the
importance of operating to the highest standards of compliance across the business, and we have continued to advance our
approach to environmental, social and governance, focusing on identifying those issues that are most material to Hellenic’s
business.
7
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
The Company started in early 2023 implementing a Corporate Social Responsibility (“CSR”) policy designed to support the
United Nations Sustainable Development Goals (“UN SDG”) by actively engaging the local communities, with a focus on
youth and student populations. Further details can be found in the Task Force on Climate related financial disclosures
(“TCFD”) in the Company’s strategic report on pages 10 to 12.
Review of Business in the Period
Operational review
The Company's principal activity is specifically focused on the cultivation and supply of tetrahydrocannabinol (“THC”) -
dominant strains of medical cannabis flowers, destined for the growing medical cannabis markets across Europe. Hellenic’s
core strategy is to develop and operate its 40,000 square metre active cultivation licence from its 195,506 square metre facility
located near Thessaloniki in Northern Greece. In full production, Hellenic is capable of producing over 54,000 kg of dried
flowers per annum.
On 2 August 2021, the Company signed the Sales Purchase Agreement (“SPA”) with Hellenic Dynamics SA and suspension of
trading of the company’s ordinary shares on AIM took place with immediate effect. Following the publication of the
Company’s prospectus dated 14 November 2022 and the subsequent AGM on 15 November 2022, the Company published its
prospectus and completed its proposed acquisition of Hellenic Dynamics SA achieving admission to the Official List (by way
of a standard Listing) and to trading on the London Stock Exchange’s main market for listed securities at 08:00am on 5
December 2022.
Business strategy
Hellenic will take advantage of its relatively low-cost base resulting from a comparatively low cost of power, having its own
running water supply and the labour rates for skilled and semi-skilled labour in Northern Greece. The expanded strategy of
contract cultivation under the Company’s expanded POD strategy will be increased to allow more licensed medical cannabis
distributors to move up the vertical and have the ability to control their own cultivation strategies utilising the experience of the
Hellenic Dynamics team to produce consistent, quality THC dominant strains of medical cannabis flowers.
Financial review
On 30 October 2008, U.K. SPAC Plc was admitted to trading on the AIM, a market operated by the London Stock Exchange.
On 3 March 2021, the Company disposed of its assets and became a cash shell under AIM Rule 15, with the purpose of
acquiring a target company or business or asset(s).
On the 5
December 2022, U.K. SPAC Plc (renamed Hellenic Dynamics Plc) acquired Hellenic Dynamics S.A. via a reverse
takeover, with the enlarged Group’s issued share capital admitted to the Official List (by way of a Standard Listing) and to
trading on the London Stock Exchange’s main market for listed securities.
At the date of the acquisition, U.K. SPAC Plc had 1,852,219,137 Ordinary Shares in issue. Upon Admission, the Company
approved the issue and allotment of 250,000,000 subscription shares, 13,333,333 fee shares and 10,414,447,530 consideration
shares. Immediately on Admission, the enlarged issued share capital of the Company was 12,530,000,000 Ordinary Shares in
issue, all of which were fully paid.
The acquisition of Hellenic Dynamics S.A. by the Company via a reverse takeover, resulted in the Company becoming the
ultimate holding company of the Group.
Accordingly:
• The consolidated statement of financial position at 31 March 2023 shows the share capital and premium of Hellenic
Dynamics Plc.
• The consolidated statement of comprehensive income for the 15-month period to 31 March 2023 represents the results
of both Hellenic Dynamics Plc from the reverse takeover date and Hellenic Dynamics S.A. for the full period.
8
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
• The comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive
income, consolidated statement of changes in equity and the consolidated cashflow statement represent that of the
legal subsidiary and accounting acquirer, Hellenic Dynamics S.A. for the year-ended 31 December 2021.
The transaction was accounted for as a reverse acquisition but as U.K. SPAC Plc did not meet the definition of a business it was
not treated as a business combination under IFRS 3. Instead, in accordance with IFRS 2, the deemed issue of shares to the
original U.K. SPAC Plc shareholders by Hellenic Dynamics Plc was accounted for as a share-based payment, which gives rise
to a non-cash charge in the consolidated statement of comprehensive income of £3.7million, which is included within the
reverse acquisition reserve.
The Reverse Acquisition Accounting is described in more detail in note 9 to these financial statements.
Revenue and cost of sales – no trading activity was recorded in the period, as the Company is completing the build and fit-out
of its cultivation facilities.
Administrative expenses – total costs of £1,147,442 incurred in the 15 month period to 31 March 2023 (12 months to 31
December 2021: £334,560), incorporate staff costs of £296,668 (2021: £81,315), professional service fees (predominately
relating the reverse takeover of U.K. SPAC Plc) of £361,422 (2021: £66,578), promotion and advertising £87,743 (2021:
£49,256), and non-cash share based payment charges of £62,921 (2021: £Nil).
Operating loss – is gross profit less administrative expenses and equates to £1,147,442 in the period to 31 March 2023 (2021:
£334,560).
Reverse acquisition expense – as detailed above, the reverse acquisition of U.K. SPAC Plc by the Company, resulted in a non-
cash share-based payment charge of £3,700,209, due to the difference between the deemed cost and the fair value of the net
assets at acquisition.
Total comprehensive loss for the period – was £4,853,146 (2021: £342,012) after incorporating £15,388 of finance costs (2021:
£14,840) and £9,893 of positive exchange differences (2021: £7,388), in addition to the charges detailed above.
Non-current assets – increased by £106,421 to £961,726 at the period ended 31 March 2023, primarily due to a net £104,103
increase in property, plant and equipment, and by £1,753 increase in the value of the right-of-use assets.
Current assets – increased by £2,130,760 to £2,304,055 at the period end 31 March 2023, resulting from the £1,781,047 cash
balance realised from the reverse acquisitions of U.K. SPAC Plc, and £834,652 of funds arising from the subscription and issue
of the convertible loan note on 5 December 2022.
Current liabilities – increased by £683,738 to £947,695 at the period end 31 March 2023, predominantly due to amounts owed
to professional advisers relating to transaction costs.
Non-current liabilities – increased by £327,012 to a balance of £636,695 at 31
March 2023, relating to £333,695 of convertible
loan notes issued as part of the acquisition, off-set by a reduction in the lease liability.
Total equity and liabilities – at 31 March 2023 were £3,265,781.
Cash flow
Net cash outflow in the 15 month period to 31 March 2023 was £2,112,139 (2021: outflow £4,060), resulting from £294,684 in
cash outflows from operating activities (2021: £381,323), £1,682,722 of net cash flows from investing activities (2021: £87,036
outflow), and £724,101net cash flows from financing activities (2021: 464,299).
Closing cash
As at 31 March 2023, the Company held £2,117,159 of cash and cash equivalents (2021: £5,020).
9
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Key Performance Indicators
The KPI for the Company during the accounting period to the year ended 31 March 2023 has been to achieve Admission along
with continued works on its facility in Greece to begin the commercial cultivation of medical cannabis flowers for sales to the
growing medical cannabis markets in Europe, in addition to exploring all cost saving measures where possible.
Future Developments and Events Subsequent to the Period End
The Company repaid a convertible loan note post period end and also signed a MoU with Demecan. Further details can be
found in the Chairman’s report on pages 2 to 3.
The Board seeks to maximise shareholder value and is in the process of establishing financial and operational KPIs ahead of the
first cultivation. Financial KPIs are not deemed relevant at this stage by the Directors.
Position of Company’s Business
At the period end the Company's Statement of Financial Position shows net assets totalling £32,937,760 (2022: £2,312,553).
Environmental, Social and Governance Statement
The Company is committed to providing a safe working environment for all its employees and to responsibly manage all of the
environmental interactions of its business.
Health & Safety
The Company is committed to provide a safe working environment. A health and safety policy in place which is given to all
employees of the Company.
Communities
The Company started in early 2023 implementing a Corporate Social Responsibility (“CSR”) policy designed to support the
United Nations Sustainable Development Goals (“UN SDG”) by actively engaging the local communities, with a focus on
youth and student populations. Objective: facilitate school education in the municipality of Kilkis on issues related to
sustainability & biodiversity by:
• Providing educational hardware.
• Pictorial learning material related to the biodiversity of their region created by the local.
• Civil society group “Flora Kristonia”.
• Educational projects designed by a content expert in order to help the teachers utilise the material provided.
• Digital networking to encourage the extroversion of the schools and motivate teacher & pupil engagement through
networking.
UN SDGs addressed:
• Goal 4: Ensure inclusive and quality education for all and promote lifelong learning
• Goal 13: Take urgent action to combat climate change and its impacts
In early 2023 the Company entered into advanced discussion with solar power providers with a view to being reliant on
sustainable energy in due course.
• Goal 15: Sustainably manage forests, combat desertification, halt and reverse land degradation, halt biodiversity loss.
The Company looked at its facility and took the decision not to use pesticides for its grassland rather took the approach to
maintain its grassland by way of regular trimming.
Following consultations with local civil society organisations, in the coming fiscal year, the company’s CSR policy will be
expanded to (a) systematically support the 2nd experimental High School of Kilkis with its sustainability and digital technology
student projects, and (b) additionally cover UN SDGs:
10
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
• Goal 12: Ensure sustainable consumption and production patterns
• Goal 14: Conserve and sustainably use the oceans, seas and marine resources
Environment
The Company recognises the importance of cultivating and processing medicinal cannabis in a responsible manner, reducing,
where possible, its carbon emissions, water and energy usage, and impact on biodiversity The Company is in the early stages of
devising a policy to incorporate decision metrics and benchmarks in order to set targets for continuous improvement.
Task Force on Climate-related Financial Disclosures (TCFD)
The Board recognises the importance of taking climate related risks and opportunities into account within the Company’s
decision making and governance frameworks, and the need to measure and report on climate related metrics.
Given the very limited timeframe since the reverse acquisition, and the early-stage nature of its operations during the period
under review, the Board is taking steps to address the eleven TCFD recommendations within the four thematic areas detailed
below. Further reporting and disclosure will be made in future annual reports. The Board envisages that all of the eleven
recommendations will be implemented, where possible prior to the publication of the next set of the Company’s annual
accounts.
Governance
1. Describe the Board’s oversight of climate related risks and opportunities.
2. Describe management’s role in assessing and managing climate related risks and opportunities.
The Company does not currently have a climate risk committee, and the Directors are evaluating how to practically and
effectively incorporate the evaluation of climate related risks and opportunities within Board, sub-committee and management
decision-making and reporting. Climate related risks and opportunities are discussed at the Board level when relevant.
Dr Filippos Papadopoulos (Executive Director) currently leads on climate related issues at the Board, based on his prior
Corporate Social Responsibility experience and on-going professional involvement on issues related to sustainability,
biodiversity, agro-ecology and civil society engagement via his role as Director of the Strategic Project Management Office of
the American Farm School (AFS). Joseph Colliver (Non-Executive Director) also provides oversight, and has completed a
short-course in Business Sustainability Management from the Cambridge Institute for Sustainability Leadership (CISL).
3. Describe the climate related risks and opportunities the organisation has identified over the short, medium, and long-term.
4. Describe the impact of climate related risks and opportunities on the organisation’s businesses, strategy, and financial
planning.
5. Describe the resilience of the organisation’s strategy, taking into consideration different climate related scenarios, including a
2°C or lower scenario.
The Board has identified two climate related issues:
1) Energy inputs required to cultivate and process medicinal cannabis.
2) Sourcing of reliable water supply, without polluting the local water table.
11
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Strategy
The Company has taken the following initial actions to address these issues:
• Performed a strategic pivot in June 2021 away from plans to cultivate under glass, reverting instead to a controlled
indoor grow environment, partly to ensure reduce the energy required to cool the facility in the summer and less heat
required in winter.
• The management team of Hellenic Dynamics S.A., supported by the Company’s Board of Directors, are actively
pursuing contractual negotiations to, on the one hand source a renewable and cost-effective solar energy source, and
on the other acquire energy storage capacity as a means of harnessing excess PV capacity.
• Currently installing a closed-loop irrigation systems, sourced from an on-sight bore hole (reducing carbon emissions
related to the transport of water), with wastewater purified to ensure excess nutrients and other waste products such as
fertilisers are not released into the local water supply, by way of a water remediation system utilising ultraviolet light.
The Company is evaluating the impact of climate related opportunities and risks within its business strategy and financial plan
and will be in a position to report further in future annual reports.
Risk management
6. Describe the organisations processes for identifying and assessing climate related risks.
7. Describe the organisations processes for managing climate related risks.
8. Describe how processes for identifying, assessing, and managing climate related risks are
integrated into the organisation’s overall risk management.
The Company is in the process of embedding climate considerations within the risk management framework of its controlled
environment operating model.
The following climate change related risks have been identified initially:
• Potential for higher input costs from increased temperatures to maintain an optimum grow environment in terms of
temperature, humidity, and air purity (via a heating, ventilation and air conditioning (HVAC) systems) and exposure to
microbiology.
• Competition for equity and debt capital to fund storage or excess PV capacity, and competition to source solar energy
supplies.
• Potential for higher input costs for building materials.
• Potential disruption to the supply of clean water from the on-site bore hole, requiring costly alternative water supply
from external suppliers.
• Supplier disruption.
• Future patient / consumer demand for lower carbon emission product.
• Increased frequency of wildfires.
12
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Metrics & targets
9. Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk
management process.
10. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks.
11. Describe the targets used by the organisation to manage climate related risks and opportunities and performance against
targets.
The Directors are aware of need to measure and control emissions. However, due to the limited activities in the period under
review, the Company did not consume more than 40,000kWh of energy, and its emissions are therefore not disclosed.
In the future, the Company will only measure the impact of its direct activities, as the full impact of the entire supply chain of
its suppliers cannot be measured practically.
Due to the nature of the pre-production early stage of the Company the Board feels that exposure to climate related risks is low
at present, however will look more closely at this issue once the Company is in it’s operational phase and will put in place a
climate related strategy. In addition the Company will obtain relevant data, wherever possible to comply with the TCFD
recommendations, however based on the current stage of the Company we have not acquired any data at of the date of this
document and therefore have not faced any challenges in the gathering of any data.
Hellenic Dynamics headquartered in the United Kingdom which has made a commitment in the Climate Change Act 2008
(2050 Target Amendment) Order 2019. Due to the early stage of the Company there is currently no transition plan in place. As
the Company moves into its operational phase this position will be reconsidered prior to the publication of the Company’s next
set of annual accounts.
Employee information
At present, there are no female Directors in the Company. The Company has a Non-Executive Chairman and one Non-
Executive Director and two Executive Directors. There are also five members of the Advisory Board. The Company is
committed to equality and, if future roles are identified, a wide-ranging search would be completed with the most appropriate
individual being appointed irrespective of gender or race.
Human rights matters
The Company ensures that employment practices take into account the necessary diversity requirements and compliance with
all employment laws. The Board has experience in dealing with such issues and sufficient training and qualifications to ensure
they 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 the Board has adopted an anti-corruption and anti-bribery policy.
13
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Principal Risks and Uncertainties
The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the
following risk factors are of particular relevance to the Company's activities although it should be noted that this list is not
exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.
Risks/Uncertainties to the Company
Issue
Risk/Uncertainty
Mitigation
Hellenic will not
undertake business
activities until it has
obtained all relevant
licences, approvals,
and consents
The licencing structure of the Greek
government is based on a phased
approach, where the Company must
have an operational licence to
commercially cultivate medical
cannabis flowers for commercial sale
The licence awarded to the Company is for 40,000 square
meters of active cultivation of THC dominant strains of
medical cannabis. The progression to the commercial
stage is based on the submission of four self-certified
affidavits, confirming the Company does not use port
facility, does not use propane, has full fire and safety
measures and lastly has taken a full power reading of
power consumption. The Company will submit the last
power self-certified affidavit within a few weeks of the
publication of this report to commence commercial
cultivation activities.
The Group may fail to
meet import
requirements, in
respect of its medical
cannabis flowers and
non-compliance could
limit, restrict, or delay
the generation of
revenues within the
primary target
markets.
All markets the Group is looking to sell
medical cannabis products into vary
with regards to the import requirements.
Germany is the Company’s initial target
market, which has one of the strictest
quality controls with regards to
microbiology and heavy metals in
Europe. Failure to comply to these
quality control import requirements may
delay the Company’s generation of
revenues.
The Company will only cultivate medical cannabis in a
fully indoor and fully controlled environment. In such an
environment cannabis crops are considered to have
significantly less exposure to microbiology and by
utilising the correct substrate, which the Company has
chosen to be a mixture of rock wool and coconut husk,
devoid the plant of heavy metals. Furthermore, by moving
to a POD contract cultivation strategy, the POD owners
are the end buyers and can ensure further quality issues are
adhered to for their own products for export from Greece
to the distributors target market.
The operations of
Hellenic are subject to
a new and evolving
sector and are subject
to change
Hellenic Dynamics has only been
operating its business since 2019 and
with a limited operational history, there
is inherent uncertainty in relation to
Hellenic’s business strategy. There can
be no guarantee that Hellenic’s business
model and development initiatives will
be successful, or even if they are
successful, able to generate the revenue
which is anticipated.
Having gone through the process of gaining its Admission,
the Company has obtained significant information about
the legislative nature of the medical cannabis industry
across Europe. The Company has continued to ensure it is
always informed about changes in the industry and is
ready and agile enough to adapt wherever necessary, as it
proved by the move to a POD concept.
The Group is reliant
on a small number of
key employees and
consultants. There is
no guarantee that
employment
agreements, service
contracts or consulting
agreements will not be
terminated, or that
they will be renewed
Since inception the progress of Hellenic
to date has been in large part due to the
experience of its founders, Directors
and management team. There is no
assurance that Hellenic will be able to
retain the services of these persons
The Company offers incentives to its directors and
management teams through participation in an options
scheme, linking them to the to the long-term success of the
business. The Company also offers education and training
to personnel and has been successful in its recruitment
endeavours.
The team is well motivated for the success of the business
and its long-term ambitions.
14
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Composition of the Board
A full analysis of the Board, its function, composition and policies, is included in the Corporate Governance Report on pages 16
and 17.
Capital structure
The Company's capital consists of ordinary shares which rank Pari passu in all respects and which are admitted to the Official
List (by way of a Standard Listing) and are traded on which are traded on Main Market of the London Stock Exchange. There
are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company's shares
are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known
to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of
Directors, amend the Company's articles of association or restrict the powers of the Company's Directors, including in relation
to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that
take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the
Company and its Directors or employees providing for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) that may occur because of a takeover bid.
Approved by the Board and signed on its behalf by:
Sir Anthony Jolliffe
Non-Executive Chairman
Date: 31 July 2023
Hellenic Dynamics
has to date been loss
making and remains at
an early stage of
development
As at the date of this document,
Hellenic had not generated any
revenues. The ability of the Company to
generate revenues is dependent upon the
factors listed above.
The Company’s management and Directors have made
significant in-roads to medical cannabis distributors across
Europe to increase the addressable market for its products.
It is envisaged that the cultivation and production in the
first phase of the Company’s growth will be sold through
the Company’s existing term-sheets. Further supply
agreements are at an advanced stage.
Failure to adhere to
the licence regulations
could result in loss of
license
Hellenic must at all times be in
adherence to the regulations set out in
the Company’s licence and all future
licences granted by the Greek
government. If Hellenic or its
management team, Directors and
employees are found in breach of any
conditions of its licence(s) this could
result in the loss of licence.
The management and Directors of the Company are in
direct contact with the Greek cannabis cultivation
licensing authorities, thus keeping the Company informed
for any changes or potential changes to the licensing
requirements. Company’s management discusses its
licensing obligations on monthly basis to ensure
adherence. Furthermore, the Company will conduct a full
criminal back ground check on key management personnel
on an annually basis and currently ensures the Company’s
Greek Good Standing status is met. Both criminal
background checks and a certificate of good standing with
the Greek tax office are considered to be the most
important elements of adhering to the Company’s licence
obligations.
15
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
Introduction
The Directors recognise the importance of sound corporate governance and seek to apply The Quoted Company Alliance
Corporate Governance Code for Small and Medium size Companies (2018) (the ‘QCA Code’), which they believe is the most
appropriate recognised governance code for a company of the Company’s size admission to the Official List (by way of a
Standard Listing) and to trading on the London Stock Exchange’s main market for listed securities. The Directors believe that
the QCA Code will provide the Company with the framework to help ensure that a strong level of governance is developed and
maintained, enabling the Company to embed a governance culture into its organisation. A copy of the QCA Code is publicly
available at www.theqca.com.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of
the business. These principles are:
1. establish a strategy and business model which promote long-term value for
shareholders;
2. seek to understand and meet shareholder needs and expectations;
3. take into account wider stakeholder and social responsibilities and their
implications for long term success;
4. embed effective risk management, considering both opportunities and threats,
throughout the organisation;
5. maintain the Board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the Directors have the necessary up to date
experience, skills and capabilities;
7. evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement;
8. promote a corporate culture that is based on ethical values and behaviours;
9. maintain governance structures and processes that are fit for purpose and
support good decision-making by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders.
Here follows a short explanation of how the Company applies each of the principles, including where applicable any deviation
from those principles.
Business model and strategy
The Board believes that considerable shareholder value can be delivered if the Company remains focused on its strategy of
medical cannabis contract cultivation aligned to the growing medical cannabis markets across Europe. In our efforts to be the
dominant wholesale supplier of medical cannabis flowers in Europe, we have established a solid network of key strategic
partners to assist us in achieving our goals.
Understanding shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. During the
period the Directors have met with shareholders to discuss issues and provide feedback over the Company’s evolving strategy.
In addition, all shareholders were invited to attend the annual general meeting (“AGM”) that was held in 2022 and are again
encouraged to attend the next AGM, details of which will be published in due course. Investors also have access to current
information on the Company through its website, www.hellenicdynamics.com and the various Hellenic social media channels
16
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon open communication with its internal and
external stakeholders: employees, investee companies, shareholders, contractors, suppliers, regulators and other stakeholders.
The Company has an ongoing relationship with a broad range of its stakeholders as part of the Company’s corporate social
responsibility (“CSR”) strategy and has regular and direct interaction where it provides these stakeholders with opportunities to
raise issues and provide feedback to the Company. Further details on the Company’s corporate social responsibility can be
found in the strategic report on page 9.
Risk management
The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and
manage the significant risks faced by the Company. It has an established a framework of internal financial controls to address
financial risk and is regularly reviewing the non-financial risks to ensure all exposures are adequately managed. Due to the
early stage and size of the Company the Board has not set an internal audit procedure in place in this period. The principal risks
and uncertainties are as set out in the Strategic and Corporate Governance Report on pages 13 to 14.
Well functioning Board of Directors
The Board currently comprises of a Non-Executive Chair, Sir Anthony Joliffe, the Chief Executive, Davinder Rai, Filippos
Papadopoulos as Executive Director and Joseph Colliver as a Non-Executive Director. Both Sir Anthony and Joseph Colliver
considered to be a fully independent Non-Executive Directors with neither holding any Ordinary Shares in the Company.
Board of Directors
Sir Anthony Jolliffe – Non-Executive Chairman (appointed 5 December 2022)
City accountant and international trade pioneer, Sir Anthony formed his own accountancy practice in 1965 which he grew into
a multinational operation with offices in 44 countries and over 200 partners. Sir Anthony’s global career included many
directorships of private and public companies in the UK, USA, China, Japan, Canada and South America. After leading the sale
of DHL to Japan Airlines, Sir Anthony embarked on numerous business projects in international trade, he was on the board of
Walker Greenbank, which currently trades on AIM as Sanderson Design Group PLC (SDG), Sir Anthony has also been the
chairman of Smart Pensions, which is authorised and supervised by the Pensions Regulator. He was knighted GBE in 1982 and
also holds the Knight Order of St. John, Order of Adbul Azziz – Saudi Arabia, Order of Nepal, Order of the Orange –
Netherlands, Hon Doctor of science – City of London University and Hon Doctor of Music – Guildhall school of music. Some
of his past public duties have included being the Lord Mayor of London, Sheriff of London, President of the London Chamber
of Commerce, Chairman of the Police Dependants Trust, Chairman of Stoke Mandeville Hospitals and Treasurer and Vice
President of the European League for Economic Co-operation.
Joseph Colliver – Non-Executive Director (appointed 5 December 2022)
A qualified Fellow Chartered Accountant with finance, regulatory, commercial and management consulting experience across
the life sciences, professional services, and other sectors. Joseph is currently the CFO and main board director of Phytome Life
Sciences Plc, a CRO and early-stage drug developer of advanced agro-pharmaceutical technologies and plant-derived
biotherapeutics, and non-executive Chairman of Psych Capital PLC, a biotech company developing therapeutic treatments, drug
development, and media and communication platforms. Previously CFO of Sativa Group Inc. (renamed Goodbody Health Ltd)
a life sciences company operating in the CBD wellness and medical cannabis space, where Joseph led the reverse takeover of
Stillcanna Inc, via a scheme of arrangement. Prior to this, Joseph held senior finance and commercial roles within the Kantar
arm of WPP Group Plc for a decade, after qualifying in audit with Mazars LLP.
17
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Board of Directors (continued)
Dr Filippos Papadopoulos – Executive Director (appointed 5 December 2022)
Dr. Filippos Papadopoulos holds a PhD from London School of Economics and M.A. in International Relations from the
University of Sussex; he is currently the Director of the Strategic Project Management Office of the American Farm School
(AFS). In this capacity he is responsible for the two Agricultural Entrepreneurship Centres run by AFS and oversees projects in
over thirty locations throughout Greece. In addition, he is coordinating EU- funded research & innovation projects, the Internet
of Food Alliance (InoFA) cluster and oversees the AFS private LoRaWAN pilot network throughout Greece. Building and
managing multi-actor alliances between research institutes, civil society organisations and the real economy is one of his core
activities. His fields of interest include Diffusion of Technical Innovation, Community of Practice Building, Consumer
Behaviour, Entrepreneurship, Organisational Culture & Climate, Leadership and Management.
Davinder Rai – Chief Executive Officer (appointed 5 December 2022)
Davinder has a wide breath of experience, actively investing in and operating businesses and interests with a focus on natural
resources, technology and entertainment, globally. Davinder has held senior board positions for a number of private and public
companies spanning Europe and North America. Having left university, Davinder went on to become an independent
commodities trader, specifically involved in the sale and purchase of minerals from West Africa and Asia. Davinder has daily
interactions with global leaders and industry pioneers.
All Directors are subject to re-election in accordance with both the requirements of the UK Companies Act 2006. The letters of
appointment for all Directors stipulate the time commitment that each Director is expected to provide to the Company. The
Executive Directors are contracted to provide these services on an exclusive basis, though Board approval may be given to
engage in outside paid work. The Non-Executive Directors acknowledge in their letter of appointment that the nature of the role
makes it impossible to be specific on maximum time commitment, but that there will be a minimum of 2-3 days a month, which
will include preparation for and attendance at monthly board meetings. The Board Non-Executive Chairman serves as chair of
every meeting of the Board of Directors.
The Board is expected to meet at least 6 times per year. It has established an Audit Committee, Remuneration Committee and
Nominations Committee, particulars of which can be found on pages 29 to 35.
Attendance at Board and Committee meetings
The Company will report annually in the Directors’ Report on the number of committee meetings held during the year and the
attendance record of individual Directors. Directors meet formally and informally both in person and by telephone.
Board Meeting frequency and attendance
Member
Position
Appointed
Resigned
Meetings attended
Peter Jay
Chairman
16/12/2022
12 of 12
Brent Nigel Fitzpatrick
Non-Executive Director
05/12/2022
12 of 12
Simon Grant-Rennick
Non-Executive Director
05/12/2022
12 of 12
Sir Anthony Jolliffe
Non-Executive Chairman
05/12/2022
3 of 3
Joseph Colliver
Non-Executive Director
05/12/2022
3 of 3
Filippos Papadopoulos
Executive Director
05/12/2022
3 of 3
Davinder Rai
CEO
05/12/2022
3 of 3
18
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Appropriate skills and experience of the Directors
The Board currently consists of two Executive Directors and two Non-Executive Directors and, in addition, the Company has
employed the outsourced services of Ben Harber of Shakespeare Martineau LLP (SGH Company Secretaries Limited),
appointed 16 December 2022, to act as the Company Secretary. The Company believes that the Directors have wide ranging
experience working for, and, or advising businesses operating within the public markets and cannabis space. They also have an
extensive network of relationships to reach key decision-makers to help achieve their strategy.
The Board recognises that it currently has a limited, all male, Board and does not have a Finance Director. This will form a part
of any future recruitment consideration if the Board concludes that replacement or additional Directors are required. The Board
is aware, that as it grows, it will look to recruit and develop a diverse and gender-balanced team.
There is no formal process to keep Directors’ skill sets up-to-date given their wealth of experience. However, the Company’s
auditors, brokers and financial advisers provide regular updates on governance, financial reporting and the Listing Rules and
the Board is able to obtain advice from other external bodies when necessary.
Evaluation of Board performance
Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of
peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the
appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed
and assessed.
Corporate culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a
whole which in turn will impact the Company’s performance. The Directors are very aware that the tone and culture set by the
Board will greatly impact all aspects of the Company and the way that consultants or other representatives behave. The
corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by
Directors, consultants and representatives alike throughout the entire organisation. The Company strives to achieve and
maintain an open and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the
importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate
objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that
the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue
and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which
its shares were admitted to the LSE’s main market for listed securities, a code for Directors' dealings in securities which is
appropriate for a company whose securities are traded on the main market of the LSE and is in accordance with the
requirements of the Market Abuse Regulation which came into effect in 2016.
Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery and corruption and
has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the
business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all
employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract
specifies that the employee will comply with the policies. There are strong financial controls across the business to ensure on
going monitoring and early detection.
Bribery & Corruption
The Company takes bribery and corruption seriously as such the Company has a robust Bribery and Corruption policy in place
that is presented to all members of the Hellenic team.
Annual General Meeting
The Company will announce the date of the next AGM in Q3 of the Company’s fiscal year and details will be published via the
regulatory news service (“RNS”).
19
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Maintenance of governance structures and processes
The Company’s governance structures are appropriate for a company of its size. The Board also meets regularly, and the
Directors continuously maintain an informal dialogue between themselves. The Non-Executive Chairman is responsible for the
effectiveness of the Board and the Chief Executive Officer has primary contact with shareholders. The execution of the
Company’s investment strategy is a matter also reserved for the Chief Executive Officer.
Remuneration Committee
The Company has established a Remuneration Committee, to assist the Board in determining its responsibilities in relation to
remuneration, including making recommendations to the Board on the policy on remuneration.
The report of the Remuneration Committee is included in this Annual Report. Formal terms of reference for the Remuneration
Committee have been documented and will be made available for review at the next AGM.
As of the 5 December 2022, Sir Anthony Jolliffe was appointed as chair of the Remuneration Committee as independent Non-
Executive Director along with Davinder Rai (CEO).
Audit and Risk Committee
The Company has established an Audit Committee with delegated duties and responsibilities. During the period, there were two
members of the Audit Committee being Joseph Colliver (chair) as independent Non-Executive Director and Amit Parhar.
Joseph who is a fellow chartered accountant who qualified in audit practice with Mazars LLP, and is an experienced board
director and chief financial officer who has significant corporate governance, financial control and risk management
experience. Amit is the Company’s Head of financial Operations and during his career has held budget and P&L
responsibilities and fully understands the requirements of independent audit. The Audit Committee is responsible, amongst
other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and
reviewing the integrity of the Company's financial statements and any formal announcements on the Company's financial
performance as well as reports from the Company's auditor on those financial statements. In addition, the Audit Committee will
review the Company's internal financial control and risk management systems to assist the Board in fulfilling its responsibilities
relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected
requirements for any specific acquisition target.
The Audit Committee meets with the auditors at least twice a year and more frequently if required.
Terms of reference of the Audit Committee will be made available upon written request.
The Audit Committee report is included on pages 32 to 34.
Nomination Committee
The Company has established a Nomination Committee, the members of which are Sir Anthony Jolliffe, Davinder Rai and
Filippos Papadopoulos. The committee meets as required to fulfil its duties of reviewing the Board structure and composition
and identifying and nominating candidates to fill Board vacancies as they arise.
Terms of reference of the Nomination Committee will be made available upon written request.
The Nomination Committee report is included on page 35.
20
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Other governance matters
All of the Directors are aware that independent professional advice is available to each Director in order to properly discharge
their duties as a Director. In addition, each Director and Board committee has access to the advice of the Company Secretary.
The Company Secretary
The Company Secretary is SGH Company Secretaries Limited who are responsible for the Board complying
with UK procedures.
Effectiveness
For the period under review the Board comprised of a Chairman and two Non-Executive Directors prior to the completion of
the Admission and reverse takeover of Hellenic Dynamics SA after which the Board comprised of two Directors and two Non-
Executive Directors.
The Directors are of the view that the Board and its committees consist of Directors with an appropriate balance of skills,
experience, independence and diverse backgrounds to enable them to discharge their duties and responsibilities effectively.
Independence
The Non-Executive Directors bring a broad range of business and commercial experience to the Company. The Board considers
all the Non-Executive Directors to be independent in character and judgement; this has been explored in more detail on pages
16 to 17.
Appointments
The Board is responsible for reviewing the structure, size and composition of the Board and Advisory Board and making
recommendations to the Board with regards to any required changes.
Commitments
All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to
discharge their duties.
Induction
All new Directors received an informal induction as soon as practical on joining the Board. No formal induction process exists
for new Directors, given the size of the Company, but the Non-Executive Chairman and CEO ensures that each individual is
given a tailored introduction to the Company and fully understands the requirements of the role.
Conflict of interest
A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict with the interests of the Company. The Board had satisfied itself that there is no compromise to the
independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the
Company. The Board requires Directors to declare all appointments and other situations which could result in a possible
conflict of interest.
21
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Board performance and evaluation
The Non-Executive Chairman normally carries out an annual formal appraisal of the performance of the other Directors which
takes into account the objectives set in the previous year and the individual's performance in the fulfilment of these objectives.
Although the Board consisted of four male Directors, the Board supports diversity in the Boardroom and the Financial
Reporting Council's aims to encourage such diversity and has a equality, diversity and inclusion policy in place. Aside from the
Directors, there are five members of the management team and five members of the Advisory Board. The following table sets
out a breakdown by gender at 31 March 2023:
Number of
board
members
Percentage of
the board
Number of senior positions
on the board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men
4
100%
100%
4
100%
Women
0
0%
0%
0
0%
Not specified/prefer
not to say
0
0%
0%
0
0%
The Board has not met the following targets on board diversity as at 31 March 2023:
1. at least 40% of the individuals on its board of directors are women;
2. at least one of the following senior positions on its board of directors is held by a woman: (A) the chair; (B) the Chief
Executive; (C) the senior independent director.
Due to the size of the Company at present the Company has opted to operate a small board, where 50% of the Board comprises
of the original founding shareholders it has therefore not been possible for the Board to meet the target above. As the Company
progresses to its next stage of revenue generation and expansion the Company has and always will implement an equal
opportunities programme for employment.
Number of
board
members
Percentage of the
board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage of
executive
management
White British or White
(including minority-
white groups)
3
75%
3
1
50%
Mixed/Multiple Ethnic
Groups
0
0%
0
0
0%
Asian/Asian British
1
25%
1
1
50%
Black/African/Caribbe
an/Black British
0
0%
0
0
0%
Other ethnic group,
including Arab
0
0%
0
0
0%
Not specified/prefer
not to say
0
0%
0
0
0%
The Board has met the following targets on Board diversity as at 31 March 2023;
1. at least one individual on its board of directors is from a minority ethnic background, such data is collected as part
of the enrolment strategy for all members of the wider Group and covered in the Company’s Employee Handbook.
Due to the size of the Company in its pre-revenue stage and with regards to its operations in Greece, the Directors do not
foresee any risks in being able to meet or continue to meet the board diversity targets in the next accounting period.
The Board will pursue an equal opportunity policy and seek to employ those persons most suitable to delivering value for the
Company.
22
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Management
The Group has five members of its management team in the wider Group:
Number of Management
Percentage of management
Men
3
60%
Women
2
40%
Not specified/prefer not to say
0
0%
Due to the size of the Group in its pre-revenue stage and with regards to its operations in Greece, the Directors do not foresee
any risks in being able to meet or continue to meet the management diversity targets in the next accounting period, only of such
positions and applicants for such positions are deemed suitable for the roles.
The Group will pursue an equal opportunity policy and seek to employ those persons most suitable to delivering value for the
Company.
Accountability
The Board is committed to providing shareholders with a clear assessment of the Company's position and prospects. This is
achieved through this report and as required other periodic financial and trading statements. The Board has made appropriate
arrangements for the application of risk management and internal control principles. The Board has delegated to the Audit
Committee oversight of the relationship with the Company's auditors as outlined in the Audit Committee report on pages 32 to
34.
Going concern
The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial statements,
nevertheless consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial
statements. In making their assessment of going concern, the Directors have reviewed forecasts for the newly formed Group,
for a period of at least 12 months from the date of approval of these financial statements. The Group is not currently generating
revenues, and therefore an operating loss has been reported in the period. Revenues from the first cultivation cycle are
expected in the second half of the calendar year.
Taking into account the redemption of the £375,000 convertible loan note in early July and the realisation of significant cost
savings against its initial budget for the purchase of plant and equipment, the Directors have assessed the cash requirements of
the Group in terms of operational costs, capital expenditure, gross profit contribution from the initial sales of product and the
financial resources available to the Group including the following sources of funding:
• On the 6 July 2023, the Company announced advanced late stage discussions with a number of funding sources,
including a number of grant applications.
• The Directors are in advanced discussions with a financial institution pertaining to a capital debt draw-down facility.
• Discussions with brokers and corporate finance advisors regarding potential future equity rounds.
Based on achieving successful cultivation cycles and the sale of crops, securing only one of the grant applications currently in
progress, implementing savings in discretionary operational spend and delaying capital investment, the Directors, whilst
acknowledging the material uncertainty that exists at the date of these financial statements, nevertheless are confident of
maintaining sufficient working capital for the twelve-month period from the date of this report.
The auditors make reference to the material uncertainty in the Auditors’ report on page 37.
23
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CORPORATE GOVERNANCE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Internal controls
The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirement of
the Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers
internal financial and operational controls, compliance and risk management. The Company had necessary procedures in place
for the period under review and up to the date of approval of the annual report and financial statements. The Directors
acknowledge their responsibility for the Company's system of internal controls and for reviewing its effectiveness. The Board
confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the
Company. The Directors carry out a risk assessment before signing up to any commitments. This is by way of either arranged
Board meetings or informal meeting of the Board.
The Directors are responsible for taking such steps as are reasonably available to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
Shareholder relations
Communication and dialogue
Open and transparent communication with all shareholders is given high priority and there is regular dialogue, as well as
general presentations made at the time of the release of this annual report as per page 15. All Directors are kept aware of
changes in major shareholders in the Company and are available to meet with shareholders who have specific interests or
concerns. The Company issues its results promptly and also publishes them on the Company's website. Regular updates to
record news in relation to the Company cultivation and other business and supporting activities by way of RNS Reach, RNS
and press by way of PR and via the Company’s various social media accounts. This is in addition to updates to the Company’s
website.
The Directors are available to meet or talk with shareholders to discuss any issues and gain an understanding of the Company's
business, its strategies and governance.
Annual General Meeting (“AGM”)
At every AGM individual shareholders are given the opportunity to put questions to the Chairman and to other members of the
Board that may be present. Notice of the AGM is sent to shareholders at least 21 working days before the meeting. Details of
proxy votes for and against each resolution, together with the votes withheld are announced to the London Stock Exchange and
are published on the Company's website as soon as practical after the meeting.
This Governance Report was approved by the Board and signed on its behalf by:
Anthony Jolliffe
Non-Executive Director
Date: 31 July 2023
24
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
DIRECTORS’ REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The Directors present their report with the audited financial statements of the Group for the period ended 31 March 2023. A
commentary on the business for the period is included in the Chairman's Statement on pages 2 to 3. A review of the business is
also included in the Strategic Report on pages 6 to 14.
General information
Registered office 21 Arlington Street
London
SW1A 1RN
United Kingdom
Company registration No. 06374598 (England and Wales)
Wholly owned subsidiary Hellenic Dynamics SA
Chorigi – Kilkis
P.C. 6100
Greece
The Company’s ordinary Shares of £0.001 each (“Ordinary Shares”) are admitted to the Official List (by way of a Standard
Listing) and to trading on the London Stock Exchange’s main market for listed securities. The Listing Rules set out the listing
obligations for a Standard Listed company.
Directors
The Directors of the Company during the period and their beneficial interest in the Ordinary Shares of the Company at 31
March 2023 were as follows:
Director
Position
Appointed
Resigned
Ordinary
Shares
Options
Sir Anthony Jolliffe
Non-Executive
Chairman
05/12/2022
-
-
93,975,000
Joseph Colliver
Non-Executive
Director
05/12/2022
-
-
62,650,000
Filippos
Papadopoulos
Director
05/12/2022
-
982,963,319
62,650,000
Davinder Rai
CEO
05/12/2022
-
452,923,219
250,600,000
Peter Jay
Chairman
-
16/12/2022
36,664,557
46,305,478
Nigel Brent
Fitzpatrick
Non-Executive
Director
-
05/12/2022
17,721,519
32,413,835
Simon Grant-Rennick
Non-Executive
Director
-
05/12/2022
-
32,413,835
Qualifying Third Party Indemnity Provision
At the date of this report, the Company has an indemnity policy in place for all four Directors.
25
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
DIRECTORS’ REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Substantial shareholders
As at 31 March 2023, the total number of issued Ordinary Shares with voting rights in the Company was
12,530,000,000. Details of the Company's capital structure and voting rights are set out in note 17 to the financial statements.
The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 31 March 2023.
No changes have been disclosed to the Company since year ended 31 March 2023 to the date of this report.
Party Name
Number of Ordinary Shares
% of Share Capital
George Papadopoulos
2,936,796,770
23.44%
Samos Investments Limited
2,061,288,134
16.45%
Vidacos Nominees Limited
1,121,288,149
8.95%
Keynes Ventures Limited
1,024,371,061
8.18%
Filippos Papadopoulos
982,963,319
7.74%
JAMES BREARLEY CREST NOMINEES
LIMITED
595,238,095
4.75%
Davinder Rai
447,024,327
3.57%
Financial instruments
Details of the use of the Company's financial risk management objectives and policies as well as exposure to financial risk are
contained in the accounting policies and note 24 of the financial statements.
Emissions
The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental
impact. However, given the very limited nature of its operations during the period under review, requiring significantly less
than 40,000kWh of energy, it has not been practical to measure its carbon footprint in the period.
In the future, the Company will only measure the impact of its direct activities, as the full impact of the entire supply chain of
its suppliers cannot be measured practically.
Dividends
The Directors do not propose a dividend in respect of the period ended 31 March 2023 (2022: nil).
Future developments and events subsequent to the period end
The Company has adopted a contract cultivation product outsourcing and development (“POD”) concept and repaid a
convertible loan note post year end. Further details can be found in the Chief Executive Officers report on page 4.
Corporate Governance
The Corporate Governance report forms part of the Director's Report and is disclosed on pages 24 to 27.
Going Concern
The Company's business activities, together with facts likely to affect its future operations and financial and liquidity positions
are set out in the Chairman's Statement and also note 24 to of the financial statements. In addition, note 24 to the financial
statements disclose the Company's financial risk management policy.
The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial statements,
nevertheless consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial
statements. The going concern statement is detailed in full in note 2.1 of the consolidated financial statements. In making their
assessment of going concern, the Directors have reviewed forecasts for the newly formed Group, for a period of at least 12
months from the date of approval of these financial statements. The Group is not currently generating revenues, and therefore
an operating loss has been reported in the period. Revenues from the first cultivation cycle are expected in the second half of
the calendar year.
26
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
DIRECTORS’ REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Auditors
The Board appointed PKF Littlejohn LLP as auditors of the Company on 6 March 2023 They have expressed their willingness
to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report alongside 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
prepared the financial statements in accordance with UK-adopted international accounting standards ("UK-adopted IAS")
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 the Company and of the profit or loss of the Group for that year. The Directors
are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies with
a Standard Listing.
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 ("UK-adopted IAS")
• have been followed, subject to any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company
and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities. They are also responsible to make a statement that they
consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the
information necessary for the shareholders to assess the Group and the Company's position and performance, business model
and strategy.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements
may differ from legislation in other jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure Guidance and Transparency Rule
Each of the Directors, whose names and functions are listed on page 24 confirm that, to the best of their knowledge and belief:
• the financial statements prepared in accordance with UK-adopted international accounting standards ("UK-adopted
IAS"), give a true and fair view of the assets, liabilities, financial position and loss of the Group and the Company and
the undertakings included in the consolidation taken as whole; and
• the management report, as required by the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority which is covered by the Directors’ Strategic Report (pages 6 to 14) and the Corporate Governance Report
(pages 15 to 23) of this annual report and financial statements, includes a fair review of the development and
performance of the business and the position of the Group and the Company and the undertakings included in the
consolidation taken as whole, together with a description of the principal risks and uncertainties that they face.
27
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
DIRECTORS’ REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of which the Group and the Company's auditors are
unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of
any relevant audit information and to establish that the Company's auditors are aware of that information.
This Directors' report was approved by the Board of Directors and is signed on its behalf by:
Davinder Rai
Chief Executive Officer
Date: 31 July 2023
28
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
REMUNERATION COMMITTEE REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The Remuneration Committee presents its report for the period ended 31 March 2023.
Membership of the Remuneration Committee
During the period ended 31 March 2023 and until 28 July 2023, the Remuneration Committee was comprised of one Non-
Executive Director, Sir Anthony Jolliffe (chair) and Davinder Rai the Company’s CEO. Details of the audited Directors
shareholding can be found on page 29.
During the period ended 31 March 2033, no formal meeting of the Remuneration Committee was held.
Subject to what appears below, no other third parties including shareholders have provided advice that materially assisted the
Remuneration Committee during the period.
The items included in this report are unaudited unless otherwise stated.
Remuneration Committee's main responsibilities
• The Remuneration Committee considers the remuneration policy, employment terms and remuneration of the Board
and advisers;
• The Remuneration Committee's role is advisory in nature, and it makes recommendations to the Board on the overall
remuneration packages;
• The Remuneration Committee, when considering the remuneration packages of the Company's Board, will review the
policies of comparable companies in the industry.
Report Approval
A resolution to approve this report will be proposed at the AGM of the Company. The vote will have advisory status, will be in
respect of the remuneration policy and overall remuneration packages and will not be specific to individual levels of
remuneration.
Remuneration policy
On 5 December 2022, the Company entered into a service contract with its Chief Executive Officer, Davinder Rai and its
Executive Director Filippos Papadopoulos on terms as set out in the prospectus published on 14 November 2022.
There was no vote taken during the last general meeting with regard to the Directors' remuneration policy. This is considered
reasonable given that the Company was suspended pending direction from the FCA on its proposed Admission.
Non-Executive Directors
The Company policy is that the Non-Executive Directors are expected to attend scheduled Board meetings and attend
committee meetings as required. The Company issued fresh letters of appointment to its Non-Executive Directors, effective 5
December 2022 on terms as set out in the prospectus published on 14 November 2022.
Other Employees
During the period ended 31 March the Company had 5 members in its management team and 5 members in its Advisory Board.
Recruitment policy
Base salary levels will take into account market data for the relevant role, internal relativities, their individual experience and
their current base salary. For external and internal appointments, the Board may agree that the Company will meet certain
relocation and/or incidental expenses as appropriate.
29
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
REMUNERATION COMMITTEE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Terms of appointment
The services of the Directors during the period ended 31 March 2023 were provided in accordance with their appointment
letters. Directors were expected to devote such time as was necessary for the proper performance of their duties, but as a
minimum they were expected to commit a minimum of 2-3 days a month, which should include attendance at all meetings of
the Board and any sub-committees of the Board.
Director
Appointed
Number of months completed
Sir Anthony Jolliffe
05/12/2022
4
Joseph Colliver
05/12/2022
4
Filippos Papadopoulos
05/12/2022
4
Davinder Rai
05/12/2022
4
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the period 5 December 2022 to 31 March 2023 (GBP):
Name of Director
Salary and
fees
Taxable
benefits
Annual
bonus and
long-term
benefits
Pension
related
benefits
Total
Options
£
£
£
£
£
Sir Anthony Jolliffe
16,667
-
-
-
16,667
93,975,000
Joseph Colliver
15,000
-
-
188
15,188
62,650,000
Filippos Papadopoulos
10,000
-
-
125
10,125
62,650,000
Davinder Rai
50,000
-
-
625
50,625
250,600,000
Name of Director
Base salary (per annum) Gross
Notice period
Term
£
Sir Anthony Jolliffe
50,000
3 month
12 months from Admission
Joseph Colliver
45,000
3 month
12 months from Admission
Filippos Papadopoulos
30,000
3 month
-
Davinder Rai
150,000
3 month
-
All Directors are subject to re-election at the Company’s annual general meeting.
Set out below are the emoluments of the Directors for the period 1 April 2022 to 5 December 2022 (GBP):
Name of Director
Salary and fees
1 April 2022 to 5
December 2022
Total
Payments upon
resignation
Salary and fees
Year to 31
March 2022
Resigned
£
£
£
£
Peter Jay
33,663
33,663
9,079
37,200
16 December
2022
Simon Grant Rennick
33,663
33,663
9,079
37,200
5 December
2022
Nigel Brent Fitzpatrick
34,021
34,021
9,079
37,200
5 December
2022
30
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
REMUNERATION COMMITTEE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Payments for loss of office (Audited)
The following payments were made to the former directors UK S.P.A.C. Plc upon their resignation after the reverse takeover:
• Peter Jay: £9,079 *(resigned 16 December 2022)
• Simon Grant Rennick: £9,079 **(resigned 5 December 2022)
• Nigel Brent Fitzpatrick: £9,079 ***(resigned 5 December 2022)
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total
Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be
meaningful because the Company has only been listed as a medical cannabis cultivator since late 2022, is not paying dividends,
is currently incurring losses as it gains scale and its focus during the year ended 31 March 2023 was to complete the reverse
takeover, gain Admission and complete all works at its facility in Greece with a view of beginning commercial cultivation. In
addition, and as mentioned above, the remuneration of Directors was not linked to performance and we therefore do not
consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of
this table for future reports.
UK 10-year CEO table and UK percentage change table
The Directors have considered the requirement for a UK 10-year CEO table. The Directors do not currently consider that
including this tables would be meaningful given that the Directors of the Company were only appointed on 5 December 2022.
The Directors will review the inclusion of this table for future reports.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the relative importance of spend on pay compared to
shareholder dividends paid. Given that the Company does not currently pay dividends we have not considered it necessary to
include such information.
UK Directors' shares (Audited)
The interests of the Directors who served during the period in the share capital of the Company at 31 March 2023 which
includes the previous directors prior to the completion of the reverse takeover and at the date of this report has been set out in
the Directors' Report on pages 24 to 28.
The Company does not currently have any other annual or long-term incentive schemes in place, other than the share option
scheme as set out on page 25 of the Directors report, for any of the Directors and as such there are no disclosures in this respect.
31
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
REMUNERATION COMMITTEE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
Consideration of shareholder views
The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional
feedback received from time to time, is considered as part of the Company’s annual policy on remuneration.
Approved on behalf of the Board of Directors by:
Sir Anthony Jolliffe
Chair of the Remuneration Committee
Date: 31 July 2023
32
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
AUDIT COMMITTEE REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The Audit Committee comprises of one Non-Executive Director, Joseph Colliver (chair) and Amit Parhar the Company’s Head
of Financial Operations. From Admission the Audit Committee has overseen the Company's financial reporting and internal
controls and provides a formal reporting link with the external auditors. The ultimate responsibility for reviewing and
approving the annual report and financial statements and the half-yearly report remains with the Board.
Main Responsibilities
The Audit Committee acts as a preparatory body for discharging the Board's responsibilities in a wide range of financial matters
by:
• monitoring the integrity of the financial statements and formal announcements relating to the Company's financial
performance;
• reviewing significant financial reporting issues, accounting policies and disclosures in financial reports, which are
considered to be in accordance with the key audit matters identified by the external auditors;
• overseeing that an effective system of internal control and risk management systems are maintained;
• ensuring that an effective whistle-blowing, anti-fraud and bribery procedures are in place;
• overseeing the Board's relationship with the external auditor and external accountants and, where appropriate, the
selection of new external auditors;
• monitoring the statutory audit of the annual financial statements, in particular, its performance, taking into account any
findings and conclusions by the competent authority;
• approving non-audit services provided by the external auditor, or any other accounting firm, ensuring the
independence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit
services; and
• ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure Guidance
and Transparency Rules and the Regulation on Market Abuse (“MAR”)
Governance
Joseph Colliver has over 19 years of experience working with a wide variety of companies in the roles of board director, Chief
Financial Officer, Finance Director, and auditor. As a result, the Board is satisfied that the Audit Committee has recent and
relevant financial experience.
Members of the Audit Committee are appointed by the Board.Neither Joseph Colliver or Amit Parhar are shareholders in the in
the Company. T believes they are considered to be independent in both character and judgement.
The Company's external auditor is PKF Littlejohn LLP and the Audit Committee will closely monitor the level of audit and
non-audit services they provide to the Company.
Meetings
During the audit and process to approve the annual report and accounts for the period to the 31 March 2023 the Audit
Committee has meet with the auditors on two occasions, in addition to five calls and virtual meetings.
The key work undertaken by the Audit Committee is as follows:
• interview of external auditors and recommendation to the Board
• review of audit planning and update on relevant accounting developments;
• consideration and approval of the risk management framework, appropriateness of key performance indicators;
• consideration and review of full-period results;
• review of the effectiveness of the Audit Committee;
• review of internal controls; and
• consider whether an internal audit function is required and confirmed not considered necessary given the present size
of the Company.
33
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
AUDIT COMMITTEE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
The following significant issues were considered by the Audit Committee.
Significant
issue
Summary of significant issue
Actions and conclusion
Going concern
Assessment of the Group’s ability
to continue as a going concern as
part of the preparation of the
financial statements.
This assessment of going concern
covers a period of at least 12
months from the date of signing the
financial statements.
On 6 July, the Company announced the redemption of a
£375,000 convertible loan note and the application for a
number of grants. In addition, the Directors are also in active
conversations with advisers and finance providers regarding
access to a range of funding sources, including grants, a loan
drawdown facility, and discussions with advisers regarding
future equity funding.
The Directors are confident that based on obtaining some or
all of these various sources of finance over the coming
months, as well as contribution from the anticipated first
harvest later in the year, and therefore the Committee, whilst
they draw attention to the material uncertainty that exists at
the date of these accounts, nevertheless consider it is
appropriate to continue to adopt the going concern basis of
accounting in preparing the financial statements. The going
concern statement is detailed in full in note 2.1 of the
consolidated financial statements.
Acquisition
accounting
The accounting treatment of the
Company acquiring Hellenic
Dynamics S.A. giving rise to a
share-based payment under IFRS 2.
Management concluded that the acquisition should be
accounted for as a reverse acquisition but since the Company
did not meet the definition of a business it was not treated as a
business combination under IFRS 3. Instead, in accordance
with IFRS 2, a share-based payment expense equal to the
deemed cost of the acquisition less the fair value of the net
assets at acquisition was recognised. Further details of the
accounting treatment are set out in notes 2.3 and 9 of the
financial statements.
Share-based
payments
The Company makes equity-settled
share-based payments to its
employees and directors. The fair
value of the options were charged.
The charge was calculated based on market conditions such as
share price volatility, risk free rate, and expected life, using
the Black-Scholes framework. Management used inputs from
impartial external sources to appropriately calculate share-
based payments reserve postings and share based payments
expense during the period. Calculations are set out in note 19
to the consolidated financial statements.
Convertible
loan notes
The Company issued £375,000 of
convertible loan notes in
conjunction with the reverse
takeover and subsequent
Admission. The accounting
treatment was assessed under IAS
32 Financial Instruments.
Under IAS 32, Convertible loan notes are classified as either
equity, financial liabilities or a mixture of both in accordance
with the contractual agreement. Management concluded that it
should be accounted for as a ‘compound financial instrument’
under IAS 32. Further details are included in note 23 to the
consolidated financial statements.
Carrying value
of the
investments
and assets
The carrying values of the Group’s
property, plant and equipment
(PPE), and investments are tested
for impairment.
Management conducted a discounted cashflow forecast over
the next five years, to determine if there were any indications
of impairment of PPE and estimated the recovery value of
future cash flows from the cash generating units (CGUs).
Management were satisfied that no indications of impairment
were present.
34
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
AUDIT COMMITTEE REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2023
External auditor
The Company's external auditor is PKF Littlejohn LLP. The external auditor has unrestricted access to the Audit Committee
Chair. The Committee is satisfied that PKF Littlejohn LLP has adequate policies and safeguards in place to ensure that auditor
objectivity and independence are maintained. The external auditors report to the Audit Committee annually on their
independence from the Company. In accordance with professional standards, the partner responsible for the audit will be
changed every five years. The current auditor, PKF Littlejohn LLP was first appointed by the Company on 6 March 2023
following them being the reporting accountants to the Admission and therefore the current partner is due to rotate off the
engagement after completing the audit for the period ended 31 March 2027. Having assessed the performance objectivity and
independence of the auditors, the Committee will be recommending the reappointment of PKF Littlejohn LLP as auditors to the
Company at the 2023 Annual General Meeting.
Prior to being the Company’s auditor, PKF Littlejohn LLP was appointed as the Company’s reporting accountant for the
Admission. As reporting accountants PKF Littlejohn LLP was appointed on 1 August 2021 and the role of reporting accounts
ended on 5 December 2022.
Joseph Colliver
Chair of the Audit Committee
Date: 31 July 2023
35
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOMINATION COMMITTEE REPORT
FOR THE PERIOD ENDED 31 MARCH 2023
The Nomination committee is comprised of Sir Anthony Jolliffe (chair), Filippos Papadopoulos and Davinder Rai.
The committee considers potential candidates for appointment to the Company's Board who maintain the highest standards of
corporate governance and have sufficient time to commit to the role.
Nomination Committee evaluation
The nomination committee evaluates the composition, skills, and diversity of the Board and its committees and identifies a
requirement for a Board appointment.
Identify suitable candidates
The nomination committee undertakes a review of each candidate and their experience in accordance with the Company's
'director's profile' and suitable candidates are identified.
For the appointment of a Chairman, the Nomination Committee will prepare a job specification, including an assessment of the
time commitment expected, recognising the need for availability in the event of crises.
Nomination committee recommendation
Following interviews with a candidate conducted by the Chairman, and other members of the Board, the nomination committee
makes a recommendation on a preferred candidate to the Board.
Due diligence
After a candidate has been recommended to the Board by the Nominations Committee, the company secretary undertakes
appropriate background checks on a candidate. The Board agrees to meet any candidate recommended by the Nominations
Committee and the candidate is given an opportunity to make a presentation to the Board prior to deciding on their
appointment.
Board appointment
The Board formally approves a candidate's appointment to the Board.
Approach to Diversity
The Nomination Committee believes in the benefits of diversity, including the need for diversity in order to effectively
represent shareholders' interests. This diversity is not restricted to gender but also includes geographic location, nationality,
skills, age, educational and professional background. The Board's policy remains that selection should be based on the best
person for the role.
On behalf of the Nomination Committee
Sir Anthony Jolliffe
Chair of the Nominations Committee
Date: 31 July 2023
36
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Opinion
We have audited the financial statements of Hellenic Dynamics Plc (the ‘parent company’) and its subsidiary (the ‘group’) for
the period ended 31 March 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 Cash Flow Statements 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 31
March 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.
Other Matter
The financial statements of the group for the year ended 31 December 2021 were not audited given that they solely relate to the
financial information of the subsidiary Hellenic Dynamics S.A. which was acquired through a reverse takeover (see note 9).
Hence the comparative balances within these financial statements for the group are unaudited.
Material uncertainty related to going concern
We draw attention to note 2.1 in the financial statements, which indicates that the group’s current cash resources are insufficient
to enable the group to meet its recurring outgoings for the twelve months from the date of approval of the financial statements.
The group incurred a net loss of £4,853,146 during the period ended 31 March 2023. As stated in note 2.1, these events or
conditions, along with the other matters as set forth in note 2.1, indicate that a material uncertainty exists that may cast significant
doubt on the group’s and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
37
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Material uncertainty related to going concern (continued)
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 group’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
• Reviewing the cashflow forecast and budgets for the period to 31 December 2024 and the corresponding key assumptions
and inputs used. This included the expected cash receipt in relation to grant applications, initial revenue generation,
repayment of convertible loan notes and future equity raises;
• Discussions with management regarding the future plans of the group; and
• Challenging management’s key assumptions and inputs, in particular the forecasted income and cash generation,
committed costs and plausible scenarios impacting the going concern assessment.
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 the audit, and 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
misstatements, we define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We also determine a level
of performance materiality which we use to assess the extent of testing needed to reduce to an appropriate level the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. When
establishing our overall audit strategy, we determined a magnitude of uncorrected misstatements that we judged would be material
for the financial statements as a whole.
Materiality for the group financial statements was set at £58,700. This was calculated based on 3% of net assets. Net assets were
used as the benchmark for the basis of materiality being the key area of relevance to stakeholders in assessing the financial
performance of the group in its early years of production. Performance materiality was set at £38,150. In determining performance
materiality of the group, we considered the risk profile of the listed entity, including the key audit maters as described below and
the increased risk associated with the first year of reporting requirements.
We agreed with the Audit and Risk Committee that we would report to them all audit differences identified during the course of
our audit in excess of £2,930 for the group. We also agreed to report any other audit misstatements below that threshold that we
believe warranted reporting on qualitative grounds.
The parent company’s materiality was calculated on the same basis as the group but restricted to £57,700 (2022: £33,823), to
ensure that if fell level below that of the Group. Performance materiality was set at £37,500 (2022: £25,367). This was determined
in line with the reasons outlined above with regard to the group.
We agreed with the Audit and Risk Committee that we would report all individual audit differences identified during the course
of our audit in excess of £2,880 (2022: £1,691) together with any other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds.
The audit of Hellenic Dynamics S.A., the wholly owned subsidiary, was performed by a component auditor, with materiality set
by us at £30,000.
Our approach to the audit
The group includes the listed parent company and its subsidiary. We tailored the scope of our audit to ensure that the planned
procedures allowed us to gain sufficient appropriate audit evidence to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the group and the parent company, the accounting processes, and the industry in which
they operate.
38
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Our approach to the audit (continued)
As part of our planning, we assessed the risk of material misstatement including those that required significant auditor
consideration at the component and group level. In particular, we looked at areas of estimation, for example in respect of the
carrying value of property, plant and equipment, the carrying value and recoverability of investments in subsidiary at parent
company level, and the consideration of future events that are inherently uncertain. Procedures were then performed to address
the risk identified and for the most significant assessed risks of misstatement, the procedures performed are outlined below in the
key audit matters section of this report. We re-assessed the risks throughout the audit process and concluded the scope remained
the same as at planning.
An audit was performed on the financial information of the group’s significant operating components which, for the period ended
31 March 2023, were located in the United Kingdom and Greece. The component in Greece was audited by a component auditor
operating under our instruction. We communicated regularly with the component audit team during all stages of the audit and we
were responsible for the scope and oversight of the audit process. This, in conjunction with additional procedures performed by
us, provided sufficient appropriate audit evidence for our opinion on the group and parent company financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition
to the matter described in the Material uncertainty related to going concern section we have determined the matters described
below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our scope addressed this matter
Hellenic Dynamics S.A. acquisition treatment and
disclosure (Note 2.3 and Note 9)
On admission to the London Stock Exchange, the parent
company acquired Hellenic Dynamics S.A. by way of a share
for share exchange on 5 December 2022. This was for a
consideration of £31,243,342, with the consideration being
satisfied through the issuance of 10,414,447,530 new ordinary
shares in the parent company at a price of 0.3 pence. As part
of the acquisition, U.K SPAC Plc changed its name to Hellenic
Dynamics Plc.
Although the transaction resulted in Hellenic Dynamic S.A.
becoming a wholly owned subsidiary of the parent company,
the transaction constitutes a reverse acquisition as the
previous shareholders of Hellenic Dynamic S.A. own a
substantial majority of the ordinary shares of the parent
company and the Board of Directors of the parent company
principally comprise of the Directors of Hellenic Dynamics
S.A.
There is a risk that the reverse acquisition has been accounted
for incorrectly and not disclosed appropriately given the
complexity of the transaction which falls outside the scope of
IFRS 3 Business Combinations. This gives rise to significant
management judgement in the acquisition treatment and
disclosure.
Our work on this key audit matter included the following:
• Obtaining the share purchase agreement to identify the
key terms and conditions of the acquisition and to
confirm ownership;
• Obtaining management’s accounting paper and
reviewing and challenging key assumptions, inputs,
data and method applied in the determination of the
fair value;
• Reviewing the accounting treatment and accounting
entries included in the period in relation to the reverse
acquisition against the requirements of IFRS 2 Share-
based Payments; and
• Ensuring that disclosures in the financial statements
were in accordance with the requirements of the
relevant financial reporting framework.
Based on the audit procedures performed, we are satisfied that
management’s assessment of Hellenic Dynamics S.A. as the
accounting acquirer and Hellenic Dynamics Plc as the accounting
acquiree was appropriate, and was outside of the scope of IFRS 3
Business Combinations. The reverse acquisition expense
recognised in accordance with IFRS 2 Share-based payments, and
management’s treatment in respect of the reverse acquisition, was
in line with our expectations.
39
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Key audit matters (continued)
Carrying value and recoverability of property, plant and
equipment (Note 2.9 and Note 13)
The group has property, plant and equipment at the reporting
date totalling £632,244, as shown in the in the Consolidated
Statement of Financial Position. This property, plant and
equipment pertains to building installations, technical
equipment and machinery, transportation means, PC
hardware and fixtures and furniture. These assets have been
purchased and capitalised in respect of the group’s core
strategy of cultivation and distribution of medical-grade THC
end-products.
To determine whether an item of property, plant and
equipment is impaired, the requirements of IAS 36
Impairment of Assets must be applied. Items of property, plant
and equipment shall not be carried at more than recoverable
amount. Recoverable amount is determined as the higher of
an asset’s fair value less costs to sell and its value in use.
There is a risk that indicators of impairment exist which have
not been identified, and therefore that the carrying amount of
property, plant, and equipment is overstated as at the period
ended 31 March 2023. There is also a risk that inappropriate
purchases have been capitalised with respect to IAS 16
Property, Plant and Equipment.
Our work on this key audit matter included the following:
• Reviewing component auditor’s work over additions
during the year which included the vouching of a sample
of invoices to supporting documents and also ensuring
their capitalisation was in accordance with IAS 16
Property, plant and equipment;
• Reviewing component auditor’s work over a site visit to
physically verify a sample of assets from the fixed assets
register;
• Reviewing component auditor’s work over the
depreciation charge for the year;
• Considering whether there were indicators of
impairment in line with IAS 36;
• Reviewing and challenging the model inputs as well as
estimates and judgements made by management for
reasonableness in the impairment review;
• Verifying the mathematical accuracy of the impairment
model used;
• Reviewing the depreciation policies of the group for
reasonableness and testing an appropriate sample of
depreciation calculations; and
• Ensuring that sufficient and appropriate disclosures had
been made in relation to the judgements and estimates.
Based on the audit procedures performed, we are satisfied with
management’s assessment of the impairment indicators relating to
property, plant and equipment given their plans and activities
since acquisition to prepare for revenue generation. We are also
satisfied with the carrying value of property, plant and equipment
given the work performed over additions and depreciation in the
period.
40
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Key audit matters (continued)
Carrying value of the investment in subsidiary and intragroup
receivables (Note 30)
Following the reverse takeover in December 2022 the parent
company holds a significant investment in Hellenic Dynamics
S.A. of £31,243,342 and has an intragroup receivable of £439,477
due from the subsidiary, which are both material to the Parent
Company’s Statement of Financial Position.
The group is in its infancy stage and currently, the assets are not
revenue generating. There is a risk that the investment and
intragroup receivable may not be fully recoverable and therefore
materially overstated.
The valuation and potential impairment of the investment in
subsidiary involves significant judgement and estimation and
therefore is an area than can be subject to management bias.
Our work on this key audit matter included the following:
• Confirming ownership of the investment by agreeing
the shares and shareholders to share certification and
share purchase agreement;
• Considering whether there were any indicators of
impairment in line with IAS 36;
• Obtaining management’s recoverability assessment in
respect of the investment in Hellenic Dynamics S.A and
the intragroup receivable, and challenging key
assumptions and inputs;
• Reviewing and challenging management’s budget, cash
flow forecasts and projections for Hellenic Dynamics
S.A. to ensure that the investment in subsidiary and
intragroup receivable was recoverable; and
• Ensuring that sufficient and appropriate disclosures had
been made in relation to the judgements and estimates.
Based on the audit procedures performed, we are satisfied with
management’s assessment of impairment and recoverability of
intragroup receivables given their plans and activities since
acquisition to prepare for revenue generation.
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.
41
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the 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 group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
42
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Auditor’s responsibilities for the audit of the financial statements (continued)
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry research and application of our cumulative
audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be those
arising from the Companies Act 2006, the Quoted Companies Alliance (QCA) Corporate Governance Code, General
Data Protection Regulation (GDPR), Anti-bribery Laws, Serious Organised Crime and Police Act 2005, Proceeds of
Crime Act 2002, Listing Rules, Disclosure Guidance and Transparency Rules, 1961 United Nations (UN) Single
Convention on Narcotic Drugs, European Union (EU) Good Manufacturing Practices (GMP), Good Agricultural and
Collection Practices for Medical Plants (GACP) and the EU Good Distribution Practices (EU-GDP)
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were not
limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal edger accounts; and
o A review of Regulatory News Services announcements.
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition
to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for
management bias was identified in relation to the carrying value and recoverability of the property, plant and equipment
and the carrying value of investments in subsidiary and intragroup receivable and the accounting treatment and
disclosure of the acquisition as described in the Key Audit Matters section above. We addressed this by challenging the
assumptions and judgements made by management when auditing these significant accounting estimates.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence
of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course
of business.
• As part of the group audit, we have communicated with component auditor the risks associated with the components of
the group, including the risk of fraud as a result of management override of controls. To ensure that this has been
completed, we have reviewed component auditor working papers in this area and obtained responses to our group
instructions from the component auditors.
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.
43
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY
KNOWN AS U.K. SPAC PLC)
Other matters which we are required to address
We were appointed by the directors of Hellenic Dynamics Plc on 6 March 2023 to audit the financial statements for the period
ending 31 March 2023 and subsequent financial periods. Our total uninterrupted period of engagement is from the date of
appointment noted above, covering the period ended 31 March 2023.
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.
Daniel Hutson (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
Date: 30 July 2023
44
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2023
15 months to
31 March
2023
(unaudited)
12 months to
31 December
2021
Note
£
£
Revenue
Cost of sales
Gross profit
Administrative expenses
5
(1,147,442 )
(334,560 )
Operating loss
(1,147,442 )
(334,560 )
Reverse acquisition expenses
9
(3,700,209 )
Net finance costs
6
(15,388 )
(14,840 )
Loss before income tax
(4,863,039 )
(349,400 )
Income tax expense
10
Loss for the period
(4,863,039 )
(349,400 )
Other comprehensive income
Exchange differences on translating of foreign
operations
Total other comprehensive income for the period
Loss for the period and total comprehensive
income
(4,853,146 )
(342,012 )
Earnings per share
11
Basic earnings per share
(0.044 p)
(0.003 p)
There are no recognised gains and losses other than those passing through the Statement of Comprehensive Income.
The notes on pages 48 to 74 form part of these financial statements.
45
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
31 March
2023
(unaudited)
31 December
2021
Note
£
£
ASSETS
Non-current assets
Intangible assets
12
Property, plant and equipment
13
Right-of-use assets
14
Other receivables
15
Current assets
Other receivables
15
Cash and cash equivalents
16
TOTAL ASSETS
EQUITY AND LIABILITIES
Issued share capital
17
Share premium
18
Merger reserve
18
Reverse acquisition reserve
(31,497,974 )
Convertible loan notes reserve
Capital redemption reserve
Share based payment reserve
Retained losses
(5,533,007 )
(679,861 )
TOTAL EQUITY
Current liabilities
Trade and other payables
20
Provisions
21
Lease liabilities
22
Non-current liabilities
Lease liabilities
22
Loan notes
23
TOTAL EQUITY AND LIABILITIES
The financial statements were approved by the board on
Davinder Rai
Chief Executive Officer
The notes on pages 48 to 74 form part of these financial statements.
46
COMPANY REGISTRATION NO. 06374598
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2023
Notes
Period to 31
March 2023
(unaudited)
Year to 31
December
2021
£
£
Cash flows from operating activities
Loss before taxation
(4,863,039 )
(349,400 )
Adjusted for:
Reverse acquisition share-based payment expense
9
Depreciation
5
Share based payment expense
5
Finance costs
6
Foreign exchange movements
Changes in provisions
5
Operating cashflow before working capital movements
(917,643 )
(299,477 )
Increase/(decrease) in trade and other receivables
(96,871 )
(Increase)/decrease in trade and other payables
(84,820 )
Finance costs
6
(15,388 )
(190 )
Net cash outflow from operating activities
(294,684 )
(381,323 )
Cash flows from investing activities
Purchase of property, plant and equipment
13
(123,512 )
(93,968 )
Disposal of property, plant and equipment
13
Disposal of intangible assets
Cash acquired on acquisition
Net cash flows generated from/(used in) from investing
activities
(87,036 )
Cash flows from financing activities
Proceeds from issue of shares, net of issuing cost
Proceeds from borrowings
Payment of lease liabilities
(29,595 )
Issue of non-convertible loan notes
Net cash flows generated from financing activities
Net cash increase/(decrease) in cash and cash equivalents
(4,060 )
Cash and cash equivalents brought forward
Cash and cash equivalents carried forward
16
Major non-cash transactions
On 5 December 2022, the Company issued 10,414,447,530 shares of 0.1p each at a price of 0.3p per share to the shareholders of Hellenic
Dynamics S.A. as part of the RTO acquisition for a total of £31,243,343. See note 9.
The Company also issued 13,333,333 shares of 0.1p each at a price of 0.3p per share for a total value of £40,000 for the settlement of services
rendered to the Company. See note 17.
The notes on pages 48 to 74 form part of these financial statements.
47
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2023
Share Capital - Share capital represents the nominal value of shares that have been issued.
Share premium - Share premium represents the difference between the nominal value of shares issued and the total consideration
received.
Merger reserve – The merger reserve arises when the company acquires at least a 90% interest in the shares of another company
and under s612 Companies Act 2006 the excess of fair value of the shares issued in excess of their nominal value is precluded
from being recognised in the share premium account. This reserve is not distributable.
Share based payment reserve - The value of equity settled share-based payments provided to employees, including key
management personnel.
Reverse acquisition reserve - See note 9.
Convertible loan note reserve - Convertible loan note reserve represents the fair value of convertible loan notes issued and
outstanding which meet the definition of equity as per IAS 32.
Capital redemption reserve - Capital redemption reserve represents amounts transferred following the purchase of own shares.
Retained earnings - Retained earnings represent cumulative profit or losses, net of dividends and other adjustments
The notes on pages 48 to 74 form part of these financial statements.
Share
capital
Share
premium
Share based
payment
reserve
Merger
reserve
Reverse
acquisition
reserve
Convertible
loan note
reserve
Capital
redemption
reserve
Retained
earnings
Total
£
£
£
£
£
£
£
£
£
At 31 December
2020
(337,849 )
(87,853 )
Shares issued during
the period
Total comprehensive
loss for the period
(342,012 )
(366,305)
At 31 December
2021
(679,861 )
Shares issued during
the period
Transfer to reverse
acquisition reserve
(232,211 )
(902,610 )
Recognition of PLC
equity at acquisition
of subsidiary
(1,389,452 )
Issue of shares for
the acquisition of
subsidiary
(31,243,343 )
Equity element of
convertible loan
notes
Cost of share issue
(371,305 )
(371,305 )
Share based
payment
Total comprehensive
loss for the period
(4,853,146 )
(4,853,146 )
At 31 March 2023
(31,497,974 )
(5,533,007 )
48
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
49
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
50
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
2.3 Consolidation and Acquisitions (continued)
51
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
52
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
53
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
54
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
2.11 Financial instruments (continued)
55
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
56
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
2 Accounting policies (continued)
57
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
58
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
59
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
60
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
61
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
62
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
9 Reverse acquisition (continued)
63
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
64
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
65
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
66
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
67
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
68
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
69
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
19 Share Based Payments (continued)
70
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
71
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
72
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
73
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
24 Financial instruments (continued)
74
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
24 Financial instruments (continued)
75
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
2023
2022
Note
£
£
ASSETS
Non-current assets
Investments
30
31,243,342
-
Property, plant and equipment
31
1,791
-
31,245,133
-
Current assets
Other receivables
32
572,623
216,871
Cash and cash equivalents
33
2,111,653
2,095,682
2,684,276
2,312,553
TOTAL ASSETS
33,929,409
2,312,553
EQUITY AND LIABILITIES
Issued share capital
34
14,800,182
4,122,400
Share premium
2,971,570
2,816,208
Merger reserve
20,828,894
-
Convertible loan notes reserve
41,305
-
Capital redemption reserve
7,500
7,500
Share based payment reserve
62,921
-
Retained losses
(5,774,612)
(4,681,916)
TOTAL EQUITY
32,937,760
2,264,192
Current liabilities
Trade and other payables
35
445,779
48,361
Provisions
36
212,175
-
657,954
48,361
Non-current liabilities
Convertible loan notes
37
333,695
-
TOTAL EQUITY AND LIABILITIES
33,929,409
2,312,553
As permitted by section 408 of the Companies Act 2006, the parent Company’s statement of comprehensive income has not be
included within these financial statements. The loss for the parent Company was £1,092,696 (2022 - £613,696).
The financial statements were approved by the board on
Davinder Rai
Chief Executive Officer
The notes on pages 78 to 81 form part of these financial statements.
COMPANY REGISTRATION NO. 06374598
76
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023
Notes
2023
2022
£
£
Cash flows from operating activities
Operating loss
(1,092,696)
(613,511)
Adjusted for:
Share based payment charge
19
62,921
112,578
Pre-acquisition costs
-
197,510
Share-based compensation
5,913
-
Changes in provisions
36
212,175
-
Operating cashflow before working capital
commitments
(811,687)
(303,423)
(Increase) in trade and other receivables
(355,752)
(181,254)
Increase/(decrease) in trade and other payables
431,505
(80,721)
Finance costs
-
(185)
Net cash outflow from operating activities
(735,934)
(565,583)
Cash flows from investing activities
Purchase of property, plant and equipment
31
(1,791)
-
Pre-acquisition costs
-
(197,510)
Net cash flows used in investing activities
(1,791)
(197,510)
Cash flows from financing activities
Proceeds from issue of shares, net of issuing costs
34
378,696
-
Proceeds from issue of convertible loan notes
37
375,000
-
Net cash flows generated from financing activities
753,696
-
Net cash increase/(decrease) in cash and cash
equivalents
15,971
(763,093)
Cash and cash equivalents brought forward
2,095,682
2,858,775
Cash and cash equivalents carried forward
33
2,111,653
2,095,682
Major non-cash transactions
On 5 December 2022, the Company issued 10,414,447,530 shares of 0.1p each at a price of 0.3p per share to the shareholders
of Hellenic Dynamics S.A. as part of the RTO acquisition for a total of £31,243,343. See Note 9.
The Company also issued 13,333,333 shares of 0.1p each at a price of 0.3p per share for a total value of £40k for the settlement
of services rendered to the Company. See note 19.
The notes on pages 78 to 81 form part of these financial statements.
77
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023
Share
capital
Share
premium
Merger
reserve
Convertible
loan notes
reserve
Share based
payment
Reserve
Capital
redemption
reserve
Retained
earnings
Total
£
£
£
£
£
£
£
£
At 31 March 2021
4,122,400
2,816,208
-
-
-
7,500
(4,180,798)
2,765,310
Share based payment
charge
-
-
-
-
-
-
112,578
112,578
Total comprehensive
loss for the year
-
-
-
-
-
-
(613,696)
(613,696)
At 31 March 2022
4,122,400
2,816,208
-
-
-
7,500
(4,681,916)
2,264,192
Shares issued during
the year
263,333
526,667
-
-
-
-
-
790,000
Shares issued for
acquisition of
subsidiary
10,414,449
-
20,828,894
-
-
-
-
31,243,343
Share based payment
charge
-
-
-
-
62,921
-
-
62,921
Equity element of
convertible loan notes
-
-
-
41,305
-
-
-
41,305
Cost of share issue
-
(371,305)
-
-
-
-
-
(371,305)
Total comprehensive
loss for the year
-
-
-
-
-
-
(1,092,696)
(1,092,696)
At 31 March 2023
14,800,182
2,971,570
20,828,894
41,305
62,921
7,500
(5,774,612)
32,937,760
Share Capital - Share capital represents the nominal value of shares that have been issued.
Share premium - Share premium represents the difference between the nominal value of shares issued and the total consideration
received.
Merger reserve – The merger reserve arises when the company acquires at least a 90% interest in the shares of another company
and under s612 Companies Act 2006 the excess of fair value of the shares issued in excess of their nominal value is precluded
from being recognised in the share premium account. This reserve is not distributable.
Share based payment reserve - The value of equity settled share-based payments provided to employees, including key
management personnel.
Capital redemption reserve - Capital redemption reserve represents amounts transferred following the purchase of own shares.
Retained earnings - Retained earnings represent cumulative profit or losses, net of dividends and other adjustments
The notes on pages 78 to 81 form part of these financial statements.
78
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
29 ACCOUNTING POLICIES
The accounting policies of the Company are shown in the Consolidated Financial Statements on pages 48 to 56.
29.1 Investment in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
30 Investment in subsidiary undertakings
Shares in
subsidiary
undertakings
Cost
£
At 1 April 2021
-
Additions
-
At 31 March 2022
-
Additions
31,243,342
At 31 March 2023
31,243,342
Accumulated Impairment provisions
At 1 April 2021
-
Impairment provision
-
At 31 March 2022
-
Impairment provision
-
At 31 March 2023
-
Net book value
At 31 March 2023
31,243,342
At 31 March 2022
-
As set out in note 3 the Company carried out an impairment review of its investment in Hellenic Dynamics S.A. and based on
this it was considered that no impairment is required.
The following companies are the principal subsidiary undertakings at 31 March 2023 and are all consolidated:
Subsidiary undertakings
Registered Office
Country of
incorporation
Class of
share
Percentage of
shares
directly held
Hellenic Dynamics S.A.
Chorigi-Kilkis P.C. 61100
Greece
Ordinary
100%
Subsidiary undertakings
Principal activity
Hellenic Dynamics S.A.
The cultivation and supply of medical cannabis
79
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
31 Property, plant and equipment
Computer
equipment
Total
£
£
Cost
At 1 April 2021
-
-
Additions
-
-
Disposals
-
-
-
-
At 31 March 2022
Additions
1,791
1,791
Disposals
-
-
At 31 March 2023
1,791
1,791
Depreciation
At 1 April 2021
-
-
Charge for the period
-
-
On disposals
-
-
At 31 March 2022
-
-
Charge for the period
-
-
On disposals
-
-
At 31 March 2023
-
-
Net book value
At 31 March 2023
1,791
1,791
At 31 March 2022
-
-
32 Trade and other receivables
2023
2022
£
£
Other receivables
461,330
153,193
Other taxation and social security
111,293
63,678
572,623
216,871
33 Cash and cash equivalents
2023
2022
£
£
Cash at bank
2,111,653
2,095,682
80
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
34 Share capital
2023
2022
Number
£
Number
£
Allotted, called up and fully paid
Ordinary shares of 0.1p each
12,530,000,000
12,530,000
1,852,219,137
1,852,218
Founder shares of £1 each
2,270,182
2,270,182
2,270,182
2,270,182
14,800,182
4,122,400
2,270,182 Founder shares were issued in 2016. The founder shares were never quoted and do not carry a right to vote or to receive
a dividend.
On 5 December 2022, 10,677,780,863 0.1p ordinary shares were issued at a value of 0.003p per share.
35 Trade and other payables
2023
2022
£
£
Trade payables
295,188
8,001
Other payables
36,995
-
Accruals
100,920
40,260
Other taxation and social security
12,576
-
Corporation tax
100
100
445,779
48,361
36 Provisions
2023
£
Balance at 1 April 2022
-
Provision recognised during the year
212,175
Balance as at 31 March 2023
212,175
The provision represents tax reclaimed that could become repayable if the assessment of the position were to be successfully
challenged. The Directors are in the process of obtaining a professional opinion in this respect, however until such opinion is
obtained believe it appropriate that the provision is made. The provision represents the full amount of the potential repayment.
81
Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
37 Borrowings
2023
2022
£
£
Current
Unsecured non-convertible loan notes
-
-
-
-
Non - current
Unsecured non-convertible loan notes
333,695
-
333,695
-
Total borrowings
333,695
-
Whilst the loan notes were due for repayment after one year they were repaid post year as disclosed in note 28.
38 Capital Commitments
There were no capital commitments at the 31 March 2023.
39 Key management personnel compensation
Key management personnel expenses are disclosed in Note 7 to the Consolidated Financial Statements.
40 Related party disclosures
Related party disclosures are detailed at Note 25 to the Consolidated Financial Statements. The company has taken advantage
of the exemptions from the requirement to disclose transactions with group companies.
41 Financial instruments
Details of key risks are included at Note 24 to the Consolidated Financial Statements.
Categories of financial instruments
2023
2022
£
£
Financial assets
Cash and cash equivalents at fair value
2,111,653
2,095,682
Loans and receivables at amortised cost:
Trade and other receivables
565,123
216,871
Total
2,676,776
2,312,553
Financial liabilities
Trade and other payables at amortised cost
(344,859)
(48,361)
Net
2,331,917
2,264,192
41 Post Balance Sheet Event
Details of post balance sheet events are included at Note 28 to the Consolidated Financial Statements.