DIRECTORS’ REPORT  

The Directors present their Report and Audited Financial Statements for the year ended 31 March 2021.

Results and dividends

The results for the year are set out HERE.

The Directors do not recommend the payment of a final dividend for the year (2020: nil).

Directors

The following Directors have held office since 1 April 2020 and have all served for the entire accounting year:-

N A C Lott
J Dubois
P A Treadaway

Appointed in year:

G Thorneycroft- 24 November 2020

The Company has in place an insurance policy in relation to Directors indemnity during both years.

Conflicts of interest

Under the articles of association of the company and in accordance with the provisions of the Companies Act

2006, a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company's interests. However, the Directors may authorise conflicts and potential conflicts, as they deem appropriate. As a safeguard, only Directors who have no interest in the matter being considered will be able to take the relevant decision, and the Directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate. During the financial year ended 31 March 2021, the Directors have authorised no such conflicts or potential conflicts.

Directors’ interests in the shares of the Company, including family interests, at 31March 2021 were as follows: -

Directors’ interests in shares  

Other substantial shareholdings

As at 2 September 2021, being the latest practicable date before the issue of these financial statements, the company had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the company at that date.

Statement of directors’ responsibilities

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) and IFRS in conformity with the requirements of Companies Act 2006 and the Company financial statements in accordance with FRS 102 and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

The maintenance and integrity of the Group website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility or any changes that may have occurred in the accounts since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Corporate Governance Statement

The Board of the Group recognise the value of good corporate governance and implemented corporate governance procedures during the previous year and continued to use these during the financial year to 31 March 2021. These procedures are appropriate for the present size of the entity having given due regard to the Corporate Governance Code for Small and Mid-Size Quoted Companies issued by the Quoted Companies Alliance (“QCA”). The Company has decided to apply the QCA Corporate Governance Code (“QCA Code”) issued by the QCA in May 2018 and has published on its website details of the QCA Code, how the Company has complied with the QCA Code and, where it departs from the QCA Code, an explanation of the reasons for doing so. The Board has considered the Streamlined Energy and Carbon Reporting requirements and conclude that the Group has not consumed more than 40,000 kWh of energy and therefore qualifies as a low energy user and is exempt from reporting under these regulations.

Board Structure

The Board consists of four Directors (2020: three) of which three are executive and one non-executive, all of whom hold shares in the Group.

The Board meets as and when required and is satisfied that it is provided with information in an appropriate form and quality to enable it to discharge its duties. All Directors are required to retire by rotation with one quarter of the Board seeking re-election each year.

Due to the current size of the Group, the duties that would normally be attributed to The Nomination Committee, have been undertaken by the Board as a whole.

The Board has undertaken a formal assessment of the auditor's independence and will continue to do so at least annually. This assessment includes:

• a review of non-audit services provided to the company and the related fees;
• a review of the auditor's own procedures for ensuring the independence of the audit firm and parties and staff involved in the audit, including regular rotation of the audit partner; and
• obtaining confirmation from the auditor that, in their professional judgement, they are independent.

Internal Controls

The Board is responsible for the Group's system of internal controls and for reviewing their effectiveness. The internal controls are designed to ensure the reliability of financial information for both internal and external purposes. The Directors are satisfied that the current controls are effective with regard to the size of the Group. Any internal control system can only provide reasonable, but not absolute assurance against material mis- statement or loss. Given the size of the Group, the Board has assessed that there is currently no need for an internal audit function.

Financial Instruments

The Group’s principal financial instruments comprise cash at bank, bank loans, other loans and various items within current assets and current liabilities that arise directly from its operations. The Directors consider that the key financial risk is liquidity. This risk is explained in the section headed ‘Principal risks and uncertainties’ in the Annual Report and Accounts HERE.

Information relating to the financial instruments is now included in the Strategic Report HERE.

Future Developments

Information relating to future developments is included in the Strategic Report HERE.

Provision of information to auditor

Each of the persons who are Directors at the time when this Directors’ Report is approved has confirmed that:

• so far as that Director is aware, there is no relevant audit information of which the Group’s auditor is unaware; and
• that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any information needed by the Group’s auditor in connection with preparing their report and to establish that the Group’s auditor is aware of the information.

Auditor

The auditor, MHA MacIntyre Hudson, will be proposed for re-appointment in accordance with Section 489 of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.

Paul Treadaway
Director
6 September 2021

Shares shown for the year to 31 March 2021 are stated following consolidation of ordinary shares from 0.01p to 0.1p and deferred shares from 0.09p to 0.9p.

On 13 July 2020 each ordinary share of 0.1p was sub-divided into one ordinary share of 0.01p each and one deferred share of 0.09p each

On 14 July 2020 937,500,000 ordinary shares of 0.01p were issued at 0.08p per share (including a share premium of 0.07p per share) under a placing to raise £ 750,000 before costs of £ 66,863. A loan note instrument was entered into with Mr C C Johnson on 13 July 2020 as part of an arrangement to reorganize loans between himself and the Group. Warrants to subscribe for up to 937,500,000 ordinary shares of 0.01p were granted to placees on a one for one basis exercisable for a period of two year from 14 July 2020, and were also granted to Peterhouse Capital Limited to subscribe for shares equivalent up to 3% of the issued ordinary share capital from time to time, for a period of two years from 14 July 2020. Finally on 29 December 2020 the ordinary shares of 0.01p each were consolidated into ordinary shares of 0.1p each. Further details on all these items are given in Note 15 to the accounts.

C C Johnson, A D Johnson were shareholders (but not directors) as at 31 March, 2020 & 31 March, 2021.