REG - Milton Capital PLC - AUDITED ACCOUNTS TO 31 JANUARY 2026
29/05/2026 12:30
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RNS Number : 2809G Milton Capital PLC 29 May 2026
29 May 2026
Milton Capital Plc
("Milton" or the "Company")
AUDITED ACCOUNTS FOR THE YEAR ENDED 31 JANUARY 2026
Milton is pleased to announce its audited accounts for the financial year
ended 31 January 2026.
The full accounts can be found below and will shortly be available on the
Company's website.
The audited accounts will shortly be available at:
https://www.milton-capital.co.uk/ (https://www.milton-capital.co.uk/) .
This announcement contains information which, prior to its disclosure, was
inside information for the purpose of the Market Abuse Regulation (as in force
in the United Kingdom).
Enquiries:
Milton Capital
Richard Mays, Chairman
AlbR Capital Limited (Corporate Broker)
Tel: +44 (0)20 7469 0930
Chairman's Report
for the year ended 31 January 2026
The Company remains focused on its objective of securing a suitable Initial
Transaction and the pursuit of a Reverse Take Over.
In August 2025 additional funds were secured, New Articles of Association
were adopted, and the shareholders approved a continuity resolution supporting
further time to identify a transaction. Since that time the team have
screened numerous energy related projects around the globe but despite some
'near misses' has not yet secured a transaction. Despite that, and
notwithstanding the current economic challenges, we remain optimistic that we
can identify an Initial Transaction. While the core team's area of expertise
is energy and that will remain the focus of our proactive efforts, we are
seeing a heightened interest in cash shells for propositions to come to
market. We have been approached with several "non-core"
propositions/projects, and the Board has indicated that it will consider
compelling assets which offer value for our shareholders.
Since the turn of the year and the period of these financial statements,
further measures have been adopted to conserve cash, and we have further
strengthened the balance sheet to improve the profile of the shell. We have
added a further £204,000 funding, before costs, in a fully exercised
Subscription and we have secured some new supportive high net worth
shareholders to add to those we already have. We will continue to be both
proactive and receptive to attractive business propositions with which to
successfully undertake a Reverse Take-Over.
Once again I extend my thanks to my fellow Board member and our broader team,
to our advisors and consultants, and to our shareholders (founders and newer
shareholders) for their support.
R. P. Mays
Chairman
29 May 2026
Corporate governance
for the year ended 31 January 2026
As a Company with a London Stock Exchange Main Market, Shell Companies (Equity
Shares) Category Listing, it is not required to comply with the provisions of
the UK Corporate Governance Code. However, the Company has adopted, as far
as possible, the principles of the Quoted Companies Alliance Corporate
Governance Code 2018 (QCA Code) for small and mid-size quoted companies
insofar as is appropriate having regard to the size and nature of the Company
and the size and composition of the Board. This code has been superseded by
the UK Corporate Governance Code 2024, which will be adopted in the 2027
during the current financial year, insofar as it is appropriate having regard
to the size and nature of the Company.
The QCA Code identifies ten principles that are considered to be appropriate
arrangements and asks companies to provide an explanation on how they are
meeting the principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size and complexity
of the Company and its business.
These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10
principles of the QCA code and the information below was last updated on 22
November 2022.
1. Establish a strategy and business model which
promotes long-term value for shareholders
The Company's strategy is to undertake one or more acquisitions, which may be
in the form of a merger, capital stock exchange, asset acquisition, stock
purchase or a scheme arrangement of a majority interest in a company or
business. The Board maintains close dialogue with several funds, specialist
funding businesses and brokers to help identify suitable investment
opportunities.
The Board considers that the key challenge in executing the Company's plan is
identifying opportunities where it is likely that the investee will progress
rapidly, and the investment will therefore rise in value.
The Board intends to deliver shareholder returns through capital appreciation.
Challenges to delivering strategy, long-term goals and capital appreciation
are an uncertainty in relation to organisational, operational, financial and
strategic risks, all of which are outlined in the Risk Management section
below, as well as steps the Board takes to protect the Company by mitigating
these risks and secure a long-term future for the Company.
Given the size of the Company, we believe the strategy and business model we
have adopted is consistent with our goal of promoting long term value for
shareholders.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other Regulatory
News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.
The Company's website is kept updated and contains details of relevant
developments and has a facility for questions to be addressed to the Company
and it is the Board's commitment that all reasonable questions are answered
promptly.
3. Take into account wider stakeholder and social responsibilities and their
implications for long-term success
The Company's business is focused on making and appraising investments. As
such, stakeholder and social responsibilities, in terms of impact on society,
the communities within which the Company operates and the environment, apply
less than that of an operating company. Therefore, the Company appraises its
social responsibilities as part of its investment appraisal process.
The key resource on which the Company relies is the collective experience of
the Directors. All employees within the Company are valued members of the
team, and the Board seeks to implement provisions to retain and incentivise
all its employees. The Company offers equal opportunities regardless of race,
gender, gender identity or reassignment, age, disability, religion or sexual
orientation. Given that the Company is in its embryonic stage of development,
the Company has not yet adopted a formal diversity policy. In terms of its
shareholders, the Company aims to provide transparent and balanced information
to encourage support and confidence in the Board's approach.
The Board recognises that the long-term success of the Company is reliant upon
the efforts of employees, regulators and many other stakeholders and has close
ongoing relationships with a broad range of its stakeholders.
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk
management process, and it oversees and regularly reviews the current risk
management and internal control mechanisms.
The Company considers risk management to fall into two broad categories, being
the investment activity of the Company and the operations of the Company.
(a) The investment risk is considered as part of the appraisal processes and
by way of due diligence and ongoing monitoring
(b) The Company uses internal appraisal and the annual audit to ensure
financial risks are evaluated in detail. Board meetings are also used for the
directors to raise any issues relating to business risk arising from the
Company's business model and operations.
Dealings in the Company's shares are monitored, and any dealings must first be
approved by the Non- executive Director.
The risk assessment matrix below sets out and categorises key risks and
outlines the mitigating actions which are in place. This matrix is updated as
changes arise In the nature of risks or the mitigating actions implemented,
and the Board reviews these on a regular basis. The Company has identified the
principal risks to the Company achieving its objectives as follows:
Risk Potential impact Mitigation
Dependence on the Company's Directors, who are the only employees. As a consequence of a failure by the Executive Management Team: The Company presently has very simple operations, its assets consist of only
cash and prepayments.
· Quarterly management information is not adequate/ received in
a timely fashion.
· Annual or interim reports or other market updates are filed The Company engages with its professional advisers including Brokers and
late, therefore damaging market reputation. Auditors to ensure it complies with relevant reporting requirements.
Ability to raise further funds Our business model depends on our ability to raise debt and/or equity funding The careful management of our resources includes not only making the initial
to finance future investments and overheads in the Company. investment after our appraisal process but continuous ongoing monitoring of
the investee assets/companies and reporting to shareholders.
There can be no guarantee that we will be able to raise funds, particularly in
the current economic climate.
Ability to identify further suitable investment opportunities There is no guarantee that investment opportunities will be available, and the The detailed due diligence carried out coupled with the Board's knowledge and
Company may incur costs in conducting due diligence into potential expertise give us confidence that we can, and will, continue to identify
investment opportunities that may not result in an investment being potential investments.
made.
The Board considers that an internal audit function is not considered
necessary or practical due to the size of the Company and the day-to-day
control exercised by the Directors. However, the Board will monitor the need
for an internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its control
systems.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board recognises the QCA recommendation for a balance between Executive
and Non-executive Directors and the recommendation that there be at least two
Independent Non-executives. The Board consists of two directors; one Executive
Director and one Non-Executive Director. The Board deems the current
composition to be sufficient, given the nature and size of the Company. The
Board maintains that the Board's composition will be frequently reviewed as
the Company develops.
The Directors of the Company are committed to sound governance of the
business, and each devotes sufficient time to ensure this happens. The Board
held four Board meetings in the period. All meetings were attended by the
Directors during their tenure. Board meetings cover regular business,
investments, finance, and operations.
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in
the Energy industry. The Board believes they have the requisite mix of skills
and experience to successfully execute the business strategy in order to meet
the Company's objectives.
Richard Mays (Executive Chairman)
Richard Mays holds LLB, LLM, PhD degrees and is a Solicitor in Scotland.
Formerly Professor and Depute Dean of the Aberdeen Business School he has
extensive industry, commercial and legal experience for numerous Exploration
and Production companies and oil and gas contractors. He has leadership
experience in London Stock Exchange listed companies at DEO Petroleum plc
(founding director), at Oilexco North Sea and Prospex Energy plc (founding
director). He also served as Executive Chairman of Peppercoast Petroleum plc
and Black Star Petroleum plc (founding director), both private companies. He
was formerly Vice President Business Development at Canadian Overseas
Petroleum Limited.
Nicholas Pillar (Non-Executive Director)
Nick Pillar holds a BSc in Applied Geology and has over 40 years of experience
in the oil and gas industry. He started his career working for Geophysical
Services Inc in the field and office before joining Enterprise Oil plc in 1990
where he became Head of Geophysical Operations. He spent 2 years as Chief
Geophysicist for Enterprise where he led a team of 60 staff before the company
was taken over by Shell in 2002. Two years were spent in Malaysia with
Petronas Carigali as a consultant. On returning to the UK Nick was asked to
build the service division of Ikonscience, a niche rock physics company,
subsequently becoming Ikon's Operations Director. He has also undertaken
tutoring work at Imperial College, London. In his most recent post, he served
for 10 years as Head of Geophysics for Canadian Overseas Petroleum Limited
where he undertook geophysical analysis of opportunities and assets in the
UKCS, West Africa, and North America.
7. Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board.
As the Company is a cash shell, the Board deems the current structure to be
sufficient. As the Company grows, it expects to expand the Board and with the
Board expansion, re-consider the need for Board evaluation.
In view of the size of the Board, the responsibility for proposing and
considering candidates for appointment to the Board as well as succession
planning is retained by the Board. All Directors submit themselves for
re-election at the AGM at regular intervals.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisers and
service providers.
The Board further considers the activities of, and persons involved with,
potential investee companies or assets as part of its due diligence
processes.
The Board places great importance on the responsibility of accurate financial
statements. The Board places great importance on accuracy and honesty and
seeks to ensure that this aspect of corporate life flows through all that the
Company does.
A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback.
9. Maintain governance structures and processes that are fit for purpose and
support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expects these to evolve over time, in
line with the Company's growth.
The Executive Director is responsible for the day-to-day management of the
Company's activities. The matters reserved for the Board are:
(a) Defining the long-term strategy for the Company;
(b) Approving all major investments;
(c) Approving any changes to the capital and debt structure of the Company
(d) Approving the full year and half year results and reports;
(e) Approving resolutions to be put to the AGM and any general meetings of the
Company;
(f) Approving changes to the Advisory team; and
(g) Approving changes to the Board structure.
Until an acquisition is made, the Company will not have separate audit and
risk, nomination or remuneration committees. The Board as a whole will review
audit and risk matters, as well as the Board's size, structure and composition
and the scale and structure of the Directors' remuneration and fees, taking
into account the interests of the shareholders and the performance of the
Company. The Board will take responsibility for the appointment of auditors
and agreement of their audit fees, monitor and review the integrity of the
Company's financial statements and take responsibility for any formal
announcements of the Company's financial performance. Following the completion
of an acquisition, the Board intend to put in place audit and risk, nomination
and remuneration committees.
10.Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting and the Board discloses the
result of General Meetings by way of announcement.
The Company's annual financial statements will be publicly announced once
audited and will also be available on the Company's website and at the
Company's registered office.
Information on the Investor Relations section of the Company's website is kept
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars. Shareholders with
a specific enquiry can contact us on the website contact page.
The Board, so far as is practicable given the Company's size and stage of its
development, has voluntarily adopted the QCA Code as its chosen corporate
governance framework. There are certain provisions of the QCA Code which the
Company will not adhere to currently, and their adoption will be delayed until
such time as the Directors believe it is appropriate to do so. It is
anticipated that this will occur concurrently with the Company's first
material investment or acquisition.
Following such an acquisition, the Company will seek to develop its corporate
governance position and will address key differences to the QCA Code.
Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified additional
executive and non-executive directors including independents;
ii. the implementation of audit, remuneration and nomination committees with
appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the Board and
Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework tailored to the
operating assets and
of the enlarged entity,
Richard Mays
Chairman
29 May 2026
Directors' Remuneration Report
for the year ended 31 January 2026
This report sets out the remuneration policy operated by Milton Capital Plc in
respect of the Executive and Non-Executive Directors.
Remuneration Committee
The remuneration policy is the responsibility of the Board of Directors as a
whole. The Remuneration Committee has not yet been formed, though the Board
intends to put one in place following the completion of an acquisition. No
Director is involved in discussions relating to their own remuneration.
Remuneration policy for Executive Directors
The Board sets a remuneration policy that aims to align Executive Directors'
remuneration with shareholders' interests and attract and retain the best
talent for the benefit of the Group. The remuneration of the Executive
Director during the year is set out below.
Bonuses
There is currently no bonus scheme in place.
Longer term incentives
In order to incentivise and retain the Executive Directors, and align their
interests with those of shareholders, the Company has granted share options.
The share options issued will vest and become exercisable after the Company
enters into a substantial transaction, as determined by the Directors acting
reasonably.
Pension
The Company operates a defined contribution pension scheme which is available
to all employees. The assets of the scheme are held separately from those of
the Company in independently administered funds.
Executive Directors service contracts and termination provisions
The service contracts of the Executive Directors are approved by the Board.
The service contract may be terminated by either party giving notice to the
other. The details of the Directors' contracts are summarised below:
Date of Contract Notice period
Richard Mays - Executive Chairman, had a contract with 3 months-notice. He was
paid in total £52,500 during the year. In August his contract was
voluntarily terminated and a new non-executive letter of appointment adopted
with his stipend set at £15,0000 per annum. He participates in option
schemes.
Non-Executive Directors' service contracts and remuneration
The remuneration of the Non-Executive Directors is determined by the Board
having regard to market comparatives, and independent advice is sought to
ensure parity is maintained with similar businesses.
The Non-Executive Directors have not received any pension, bonus, or benefits
from the Group. Options granted are detailed below. Their Letters of
Appointment are reviewed by the Board annually.
Directors' remuneration (audited)
The remuneration of the Directors in office during the year was as follows:
Salaries and fees Pension contributions Share-based payment 2026 2025
£ £ £ £ £
Executive Directors
Edward Dawson - resigned 19 June 2025 35,192 467 561 36,220 102,570
Richard Mays 52,500 - 1,122 53,622 51,122
Non-Executive Directors
Nicholas Pillar 15,000 - 281 15,281 12,781
Malcolm Burne - resigned 31 May 2024 - - - - 281
102,692 467 1,964 105,123 166,754
Directors Remuneration Report
for the year ended 31 January 2026
Directors' shareholdings
The Directors who served during the year, together with their beneficial
interest in the shares of the Company are as
follows:
2026 2025
No. of shares No. of shares
Executive Director
Edward Dawson - resigned 19 June 2025 N/A 5,000,000
Richard Mays 6,500,000 4,500,000
Non-Executive Directors
Nicholas Pillar 2,500,000 2,000,000
The Company has adopted MAR-compliant policies regarding Directors' dealing in
the Company's shares.
Directors' share options
Details of the share options held by the Directors at the year-end, who served
during the year are as follows:
Director Date of grant At 31 January 2026 Exercise price Date from which exercisable Final date of exercise
Executive Directors
Richard Mays 06/11/2023 3,000,000 1.50p Note 3 years from vesting
Richard Mays 30/07/2025 1,000,000 1.50p Note
Non-Executive Director
Nicholas Pillar 06/11/2023 750,000 1.50p Note
Nicholas Pillar 30/07/2025 1,000,000 1.50p Note
Note: The share options will vest and become exercisable after the Company
enters into a substantial transaction, as determined by the Directors acting
reasonably.
The Directors' Remuneration Report was approved by the Board.
Richard Mays
Executive Chairman
29 May 2026
Strategic Report
for the year ended 31 January 2026
The Directors present their Strategic Report on the Company for the year ended
31 January 2026.
REVIEW OF BUSINESS
The Company reported a loss for the year of £258,251 (2025: £378,629).
Cash conservation measures were adopted from 1(st) July 2025 which have
resulted in a reduction in losses since that point in time. Further measures
have been taken since this accounting period.
Net assets at 31 January 2026 amounted to £229,977 (2025: £357,002).
KEY PERFORMANCE INDICATORS
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below have been used by the Board to assess
performance over the year to 31 January 2026. The main KPIs for the Company
are listed as follows:
Key performance indicator 2026 2025
£ £
Cash and cash equivalents 271,530 390,624
Net assets 229,977 357,002
Loss before tax 258,251 378,629
INVESTING POLICY
Milton Capital Plc was formed with the intention to identify and acquire a
suitable business opportunity or opportunities and undertake an acquisition or
merger or a series of acquisitions or mergers.
The Company focuses its acquisition strategy on the energy sector, including,
but not limited to, late stage, drill-ready oil and gas exploration.
The Company's efforts in identifying opportunities will not be limited to a
particular industry or geographic location. However, given the collective
experience of the Directors, the Company will primarily focus on opportunities
in the energy sector. In particular, the focus within this sector will be in
light to medium hydrocarbon exploration and extraction.
The Directors believe these types of investment opportunities are integral to
the energy transition, and, as such, will provide considerable growth
potential for shareholders.
The Directors believe that any acquisition target will have at least one of
four key components: (i) a strong management team; (ii) an innovative product
proposal (iii) revenue enhancing or cost saving capabilities; and (iv) high
growth potential. It is anticipated that the main driver of success for the
Company will be its focus, during the investment screening process, on the
management involved in the potential target companies and the potential value
creation that the team of people is capable of realising. The Company intends
to own, operate and manage the target acquisitions. Accordingly, where the
Directors feel that a target company would benefit from their skills and
expertise, they may look to seek representation on the board of the target
company.
The Directors believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying,
evaluating and funding suitable acquisition opportunities.
The Directors and management are working diligently to implement the Company's
strategy.
ENVIRONMENTAL RESPONSIBILITY
The Company believes that any matters related to environmental responsibility
are not currently applicable as there are no field operating activities.
Nevertheless, the Company recognises the importance of environmental
responsibility and will always comply with local regulatory environmental
requirements in the event where operational activities occur.
SOCIAL, COMMUNITY AND HUMAN RIGHTS RESPONSIBILITY
The Company recognises the responsibility towards partners, suppliers,
investors, lenders and the local community in which future operational
activities will take place.
Currently, the Company has no employees other than the Directors.
GENDER AND ETHNICITY ANALYSIS
The two directors are both male. The female board member quota has not been
met due to the Company being in the early stages of its development. All
current board members are British. The Company does not discriminate on the
grounds of age, gender, nationality, ethnic or racial origin, non-job-related
disability, sexual orientation or marital status. The Company gives due
consideration to all applications and provides training and the opportunity
for career development wherever possible. The Board does not tolerate
discrimination of any form, positive or negative and all appointments are
based solely on merit.
SECTION 172(1) STATEMENT
The Directors' believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long
term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers and
others; and
· Consider the impact of the Company's operations on the community
and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
The Company is quoted on the Equity Shares (Shell Companies) of the Main
Market on the London Stock Exchange. Its members are kept informed, through
detailed announcements, shareholder meetings and financial communications of
the Board's broad and specific intentions and the rationale for its decisions.
The Board recognises its responsibility for setting and maintaining a high
standard of behaviour and business conduct. There is no special treatment for
any group of shareholders, and all material information is disseminated
through appropriate channels and available to all through the Company's news
releases and website.
When selecting investments, issues such as the impact on the community and the
environment have actively been taken into consideration. The Company's
approach is to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being a responsible business. The Company pays its
creditors promptly and keeps its costs to a minimum to protect shareholders
funds. There were no employees in the Company other than the Directors in the
current year therefore effectiveness of employee policies is not relevant for
the Company.
PRINCIPAL RISKS AND UNCERTAINTIES
Suitable acquisition opportunities may not be identified or completed
The Company's primary risk is that it may not be able to identify suitable
investment opportunities or there is no guarantee that investment
opportunities will be available, and the Company may incur costs in conducting
due diligence into potential investment opportunities that may not result in
an investment being made. The Directors believe that their broad, collective
experience, together with their extensive network of contacts, will assist
them in identifying, evaluating and funding suitable acquisition
opportunities.
Failure to obtain additional finance
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary shares or by other means. However, the ability to fund future
investments and overheads in Milton Capital Plc as well as the ability of
investments to return suitable profit cannot be guaranteed, particularly in
the current economic climate. The Directors stringently monitor the Company's
expenses. As a cash shell, the annual outgoings are minimal. Both Directors
have an active presence in the finance sectors and should be able to raise
future funding if required.
External factors outside the control of the Company
The global financial markets are experiencing continued volatility and
geopolitical issues and tensions continue to arise. Many countries have
continued to experience recession or negligible growth rates, which have had,
and may continue to have, an adverse effect on consumer and business
confidence. The resulting low confidence has led to low levels of demand for
many products across a wide variety of industries. The Company cannot
predict the severity or extent of these recessions and/or periods of slow
growth. Accordingly, the Company's estimate of results of operations,
financial condition and prospects of an acquisition target will be uncertain
and may be adversely impacted by unfavourable general global, regional and
national macroeconomic conditions.
APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF
..........................................................
R Mays
Director
29 May 2026
Report of the Directors
for the year ended 31 January 2026
The Directors present their report together with the audited financial
statements for the year ended 31 January 2026.
DIVIDENDS
No dividends will be distributed for the year ended 31 January 2026.
EVENTS SINCE THE END OF THE YEAR
Events after the reporting date are disclosed in note 17.
DIRECTORS
The following directors held office during the whole of the period from
1 February 2025 to the date of this report.
Edward Dawson - resigned 19 June 2025
Dr. Richard Mays
Nicholas Pillar
Share warrants
The Directors of the Company held share warrants granted under the Company
warrants schemes to subscribe for shares as indicated below. No share warrants
were exercised during the year. Full details of the share warrants are
disclosed in note 18 to the financial statements.
2026 2025
Share warrants No. of shares No. of shares
Edward Dawson N/A 8,000,000
Richard Mays 10,000,000 8,000,000
Nicholas Pillar 500,000 -
FINANCIAL INSTRUMENTS
The Company's financial risk management objectives and policies are set out in
note 14 to the financial statements.
POLITICAL DONATIONS AND EXPENDITURE
There were no political donations made for the year ended 31 January 2026.
CHARITABLE DONATIONS
The Company has made no charitable donations during the period.
FUTURE DEVELOPMENT
The Directors expect to continue to execute the Company's strategy in sourcing
and assessing acquisition and investment opportunities across its stated
sectors of focus.
SIGNIFICANT SHAREHOLDERS
As at 21 May 2026, so far as the Directors are aware, the parties (other than
the interests held by Directors) who are directly or indirectly interested in
3% or more of the nominal value of the Company's share capital is as follows:
Shareholders Number of ordinary shares Percentage of
issued share capital
Fiske Nominees 50,000,000 23.64%
GGWL Nominees 20,000,000 9.46%
Barnard Nominees 18,800,000 8.89%
Pershing Nominees 18,500,000 8.74%
Thomas Grant Nominees 16,000,000 7.55%
Securities Services 13,600,000 6.43%
The market value of the Company's shares at 31 January 2026 was 0.23 and the
high and low share prices during the period were 0575p and 0.22p respectively.
RELATED PARTY TRANSACTIONS
Related party transactions and relationships are disclosed in note 15.
GOING CONCERN
The Company has reported a loss for the year of £258,251 (2025: £378,629).
The Company had cash at bank at the year-end of £271,530 (2025: £390,624).
The Company was established as a Special Purpose Acquisition Company and was
listed on the Main Market of the London Stock Exchange in October 2022.
Since the year end, the Company has raised £204,000, before expenses, through
a placing and subscription of new ordinary shares.
Funding is sufficient for the foreseeable future as the Company continues to
search for suitable acquisitions.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
SHARE CAPITAL
Details of the Company's share capital, together with details of movements
during the year, are set out in Note 12.
Following a share capital reorganisation in July 2025, the Company's share
capital consists of one class of ordinary share and one class of deferred
share. The ordinary shares have equal voting rights and rank pari passu for
the distribution of dividends and repayment of capital. The deferred shares
have no voting rights and are not entitled to a distribution of dividends, and
limited rights on the repayment of capital.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture. However, the Company will continue to review this
position as it executes its investment and acquisition strategy.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Company's
auditors are unaware, and each Director has taken all the steps that he 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.
AUDITOR
MHA will be proposed for reappointment in accordance with section 485 of the
Companies Act 2006.
APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF
..........................................................
R Mays
Director
29 May 2026
Statement of Directors' Responsibilities
for the year ended 31 January 2026
Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law they are required to prepare financial
statements in accordance with the UK adopted International Financial Reporting
Standards (UK adopted IFRS).
The financial statements are required by law and UK adopted IFRS to present
fairly the financial position and performance of the Company; the Companies
Act 2006 provides in relation to such financial statements that references in
the relevant part of the Act to financial statements giving a true and fair
view are references to their achieving a fair presentation.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for the period. The Directors
are also required to prepare financial statements in accordance with the rules
of the London Stock Exchange.
In preparing the Company's financial statements, the Directors are required
to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable UK adopted international accounting
standards (IAS), in conformity with the Companies Act, have been followed,
subject to any material departures disclosed and explained in the financial
statements.;
· prepare the financial statements on a going concern basis unless
it is inappropriate to assume the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors consider that the annual report and financial statements, taken
as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
principal risks, business model and strategy.
Each of the Directors, whose names are listed on page 11 of the Directors'
Report confirm that, to the best of their knowledge:
· The Company's financial statements, which have been prepared in
accordance with UK-adopted IFRS, give a true and fair view of the assets,
liabilities, financial profit and loss of the Company; and
· The Chairman's and Directors' Reports include a fair review of
the development and performance of the business and the position of the
Company, together with a description of the principal risks and uncertainties
that it faces;
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 financial statements may differ from legislation in other jurisdictions.
APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF
..........................................................
R Mays
Director
29 May 2026
Report of the Independent Auditors to the Members of
Milton Capital Plc
For the purpose of this report, the terms "we" and "our" denote MHA in
relation to UK legal, professional and regulatory responsibilities and
reporting obligations to the members of Milton Capital Plc (the 'Company").
For the purposes of the table on page 15 that sets out the key audit matters
and how our audit addressed the key audit matters, the terms "we" and "our"
refer to MHA. The "Company" is defined as Milton Capital Plc. The relevant
legislation governing the Company is the United Kingdom Companies Act 2006
("Companies Act 2006").
Opinion
We have audited the financial statements of Milton Capital Plc for the year
ended 31 January 2026. The financial statements that we have audited comprise:
· the Statement of Profit or Loss and Other Comprehensive Income;
· the Statement of Financial Position;
· the Statement of Changes in Equity;
· the Statement of Cash Flows; and
· Notes 1 to 18 of the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in the preparation of
the Company's financial statements is applicable law and international
accounting standards as adopted by the UK (UK adopted IFRS).
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 January 2026 and of the Company's loss for the year then ended;
· have been properly prepared in accordance with UK adopted IFRS;
and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
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 Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the
Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and we have fulfilled
our ethical responsibilities in accordance with those requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the Directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included:
· The consideration of inherent risks to the Company's operations
and specifically its business model.
· The evaluation of how those risks might impact on the Company's
available financial resources.
· Where additional resources may be required, the reasonableness
and practicality of the assumptions made by the Directors when assessing the
probability and likelihood of those resources becoming available.
· Liquidity considerations including examination of the Company's
cash flow projections.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2026 2025
Company £11,500 £18,150 5% (2025: 5%) of net assets
Key audit matters
Recurring · Management override of controls
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those matters which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matter to be
communicated in our report.
Management override of controls
Key audit Management is in a unique position to perpetrate fraud because of management's
ability to manipulate accounting records and prepare fraudulent financial
matter description statements by overriding controls that otherwise appear to be operating
effectively. Due to the unpredictable way in which such override could occur,
this is deemed a key audit matter for this engagement.
How the scope of our audit responded to the key audit matter Our audit procedures included:
We have performed reviews and testing of journal entries, particularly those
considered to rely on greater levels of judgement, such as year-end
estimations.
We challenged the basis of accounting estimates of a subjective nature, such
as year-end accruals, and tested the mathematical accuracy of the
calculations, to understand the judgments made and assessed the adequacy of
disclosures for compliance with the accounting standards and regulatory
considerations.
Key observations communicated to the Company's members Based on the procedures performed, we did not identify any matters arising
from our testing that were inconsistent with the related disclosures in the
financial statements. We did not identify any bias in judgements or
manipulation of accounting estimates as a result of the procedures performed.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is
used in planning the scope of our work, executing that work and evaluating the
results.
Materiality in respect of the Company was set at £11,500 (2025: £18,150)
which was determined on the basis of 5% of the Company's net assets (2025: 5%
of the Company's net assets). Net assets was considered to be the most
appropriate benchmark as the Company is a Special Purpose Acquisition Company
with no revenue-generating operations and limited trading activity, such that
users are principally focused on the Company's net asset position and
available funding.
Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality for the Company was set at £8,050 (2025: £12,705)
which represents 70% (2025: 70%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the
risk of undetected errors existing, the nature of the systems and controls and
the level of misstatements arising in previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding £908
(2025: £2,315) to the Board of Directors as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
Climate-related risks
In planning our audit and gaining an understanding of the Company, we
considered the potential impact of climate-related risks on the business and
its financial statements. Management have concluded that climate-related risks
are not material to these financial statements, due to the inherent nature of
the company as a Special Purpose Acquisition Company with no revenue
generating operations and limited trading activity.
Reporting on other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Strategic report and directors' report
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
Directors' remuneration report
Those aspects of the director's remuneration report which are required to be
audited have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· the part of the directors' remuneration report to be audited is
not in agreement with the accounting records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the 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 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 aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
These audit procedures were designed to provide reasonable assurance that the
financial statements were free from fraud or error. The risk of not detecting
a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error and detecting irregularities that result from fraud
is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed non-compliance with laws and
regulations is from events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities,
including fraud
The extent of the procedures undertaken to identify and assess the risks of
material misstatement in respect of irregularities, including fraud, included
the following:
· We considered the nature and operations of the company as a
special purpose acquisition company and the Directors' own risk assessment
that irregularities might occur as a result of fraud or error. From our sector
experience and through discussion with the directors, we obtained an
understanding of the legal and regulatory frameworks applicable to the Company
focusing on laws and regulations that could reasonably be expected to have a
direct material effect on the financial statements, such as provisions of the
Companies Act 2006, listing rules and UK tax legislation.
· We enquired of the directors concerning the Company's policies
and procedures relating to:
- identifying, evaluating and complying with the laws and
regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they
had any knowledge of actual or suspected fraud; and
- the internal controls established to mitigate risks related to
fraud or non-compliance with laws and regulations.
· We assessed the susceptibility of the Company's financial
statements to material misstatement, including how fraud might occur by
evaluating management's incentives and opportunities for manipulation of the
financial statements. This included utilising the spectrum of inherent risk
and an evaluation of the risk of management override of controls.
Audit response to risks identified
In respect of the above procedures:
· We corroborated the results of our enquiries through our review
of the minutes of the Company's Board meetings;
· Audit procedures performed by the engagement team in connection
with the risks identified included:
- reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with applicable laws and
regulations expected to have a direct impact on the financial statements.
- testing journal entries, including those processed late for
financial statements preparation, those posted by infrequent or unexpected
users, those posted to unusual account combinations;
- evaluating the business rationale of significant transactions
outside the normal course of business, and reviewing accounting estimates for
bias;
- enquiry of management around actual and potential litigation and
claims.
- challenging the assumptions and judgements made by management in
its significant accounting estimates; and
- obtaining bank confirmations from third party institutions to
confirm existence.
· We communicated relevant laws and regulations and potential fraud
risks to all engagement team members and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 17 March 2023. The period of total
uninterrupted engagement including previous renewals and reappointments of the
firm is four years, initially under the legal entity MacIntyre Hudson LLP and
subsequently under MHA Audit Services LLP.
We did not provide any non-audit services which are prohibited by the FRC's
Ethical Standard to the Company, and we remain independent of the company in
conducting our audit.
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.
The Company is required to include these financial statements in an annual
financial report prepared under Disclosure Guidance and Transparency Rules
4.1.15R to 4.1.18R. This auditor's report provides no assurance over whether
the annual financial report has been prepared in accordance with those
requirements.
.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
Date: May 29, 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability
partnership in England and Wales (registered number OC455542)
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 January 2026
2026 2025
Notes £ £
Administrative expenses (255,980) (375,985)
Share-based payment charges (2,271) (2,806)
OPERATING LOSS (258,251) (378,791)
Finance income 6 - 237
Finance costs 6 - (75)
LOSS BEFORE INCOME TAX 7 (258,251) (378,629)
Income tax 8 - -
LOSS FOR THE YEAR (258,251) (378,629)
LOSS PER SHARE 9
Basic and diluted loss (pence per share) (0.23)p (0.38)p
Statement of Financial Position
31 January 2026
2026 2025
Notes £ £
CURRENT ASSETS
Trade and other receivables 10 21,791 28,258
Cash and cash equivalents 11 271,530 390,624
TOTAL CURRENT ASSETS 293,321 418,882
TOTAL ASSETS 293,321 418,882
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 12 1,029,900 1,000,000
Share premium 99,055 -
Share-based payment reserve 28,871 28,548
Retained earnings (927,849) (671,546)
TOTAL EQUITY 229,977 357,002
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 13 63,344 61,880
TOTAL LIABILITIES 63,344 61,880
TOTAL EQUITY AND LIABILITIES 293,321 418,882
The financial statements were approved by the Board of Directors, and
authorised for issue on 26 May 2026 and were signed on its behalf by:
..........................................................
Richard Mays Director
Statement of Changes in Equity
for the year ended 31 January 2026
Share capital Share premium Share-based payment reserve Retained earnings Total
£ £ £ £ £
Balance at 1 February 2024 1,000,000 - 25,742 (292,917) 732,825
Changes in equity
Loss for the year - - - (378,629) (378,629)
Equity-settled share based payments - - 2,806 - 2,806
Balance at 31 January 2025 1,000,000 - 28,548 (671,546) 357,002
Changes in equity
Loss for the year - - - (258,251) (258,251)
Issue of shares 29,900 119,600 - - 149,500
Costs of shares issued - (20,545) - - (20,545)
Lapse of share options - - (1,948) 1,948 -
Equity-settled share based payments - - 2,271 - 2,271
Balance at 31 January 2026 1,029,900 99,055 28,871 (927,849) 229,977
Share capital - The nominal value of the issued share capital.
Share premium account - Amounts received in excess of the nominal value on the
issue of share capital less any costs associated with the issue of shares.
Share-based payment reserve - The fair value of the share-based payment,
determined at the grant date, and expensed over the vesting period.
Retained earnings - Accumulated comprehensive income for the year and prior
periods.
.
Statement of Cash Flows
for the year ended 31 January 2026
2026 2025
Notes £ £
Cash outflow from operations 1 (248,049) (401,836)
Cash flows from financing activities
Proceeds from share issue 149,500 -
Costs of shares issued (20,545) -
Net cash inflow from financing activities 128,955 -
Decrease in cash and cash equivalents (119,094) (401,836)
Cash and cash equivalents at beginning of year 2 390,624 792,460
Cash and cash equivalents at end of year 2 271,530 390,624
Notes to the Statement of Cash Flows
for the year ended 31 January 2026
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH OUTFLOW
FROM OPERATIONS
2026 2025
£ £
Cash flows from operations
Operating loss (258,251) (378,791)
Finance income - 237
Finance costs - (75)
Loss before tax (258,251) (378,629)
Decrease/(increase) in trade and other receivables 6,467 (24,411)
Increase/(decrease) in trade and other payables 1,464 (1,602)
Equity settled share-based payments 2,271 2,806
Net cash outflow from operations (248,049) (401,836)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in
respect of cash and cash equivalents are in respect of these Statement of
Financial Position amounts:
Year ended 31 January 2026 31.01.26 01.02.25
£ £
Cash and cash equivalents 271,530 390,624
Year ended 31 January 2025 31.01.25 01.02.24
£ £
Cash and cash equivalents 390,624 792,460
Notes to the Financial Statements
for the year ended 31 January 2026
1. STATUTORY INFORMATION
Milton Capital Plc is a public limited company registered in England and Wales
and is listed on the Equity Shares (Shell Companies) of the Main Market on the
London Stock Exchange.
The Company's registered number and registered office address can be found on
the Company Information page.
The Company's principal activity is that of a Special Purpose Acquisition
Company.
The presentation currency of the financial statements is the Pound Sterling
(£), rounded to the nearest £1.
2. MATERIAL ACCOUNTING POLICIES
Basis of preparation
The Company's financial statements have been prepared in accordance with UK
adopted International Accounting Standards in conformity with the requirements
of the Companies Act 2006 as they apply to the financial statements of the
Company.
These financial statements have been prepared under the historical cost
convention.
Going concern
The Company has reported a loss for the year of £258,251.
The Company had cash balances at the year-end of £271,530.
The Company was established as a Special Purpose Acquisition Company, and it
is unlikely to make any profit until the successful completion of an
acquisition.
Since the year end, the Company has raised £204,000, before expenses, through
a placing and subscription of new ordinary shares.
In undertaking the going concern review, the Directors have prepared detailed
financial forecasts and cash flows looking beyond 12 months from the date of
the approval of these financial statements. Funding is sufficient for the
foreseeable future as the Company continues to search for suitable
acquisitions.
The Directors therefore consider that the Company has adequate resources to
continue its operational existence for the foreseeable future and for this
reason will continue to adopt the going concern basis in the preparation of
its financial statements.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial
institutions. Cash equivalents are short-term, highly-liquid investments with
original maturities of three months or less (as at their date of
acquisition). Cash equivalents are readily convertible to known amounts of
cash and subject to an insignificant risk of change in that cash value.
Financial instruments
Financial assets and financial liabilities are recognised in the company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Financial assets
The Company's financial assets comprise trade and other receivables and cash
and cash equivalents. Financial assets are stated at amortised cost less
provision for expected credit losses.
Financial liabilities
The Company classifies its financial liabilities in the category of financial
liabilities measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Taxation
The tax currently payable is based on taxable profit or loss for the period
and is calculated using rates and laws that are enacted, or substantively
enacted, at the reporting date. Taxable profit or loss differs from net profit
or loss as reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
2. MATERIAL ACCOUNTING POLICIES - continued
Taxation
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
Employee benefit costs
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to the income statement in
the period to which they relate.
Equity-settled share-based payment
The Company makes equity-settled share-based payments. The fair value of
options and warrants granted is recognised as an expense, with a corresponding
increase in equity. The fair value is measured at grant date and spread over
the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. The fair value of the options and
warrants granted is measured based on the Black-Scholes framework, taking into
account the terms and conditions upon which the instruments were granted. At
each statement of financial position date, the Company revises its estimate of
the number of options that are expected to become exercisable. It recognises
the impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
Accounting standards issued but not yet effective
and/or adopted
As at the date of approval of these financial statements, the following
standards were in issue but not yet effective. These standards have not been
adopted early by the Company as they are not expected to have a material
impact on the Company's financial statements.
Effective date (period beginning on or after)
IFRS 18 Presentation and disclosures in financial statements 01/01/2027
IFRS 19 Subsidiaries without public accountability: disclosures 01/01/2027
IFRS S2 Greenhouse Gas Emissions Disclosures: Amendment - simplification of 01/01/2027
disclosures
IAS 21 The Effects of Changes in Foreign Exchange Rates: Amendment - Translation to a 01/01/2027
Hyperinflationary presentation currency
The Directors do not believe the new and amended standards will have a
material effect on the Company.
The International Financial Reporting Interpretations Committee has also
issued interpretations which the Company does not consider will have a
significant impact on the financial statements.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of the financial information in conformity with UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates that affect the reported amounts of assets and
liabilities at the date of the financial information and the reported amounts
of revenue and expenses during the reporting period. Although these estimates
are based on management's best knowledge of the amounts, events or actions,
actual results ultimately may differ from these estimates.
There are no critical accounting judgements, estimates or assumptions in
respect of these financial statements.
4. TRADING ACTIVITY AND OPERATING SEGMENTS
As a SPAC the Company has no trading activities and hence has no operating
segments.
5. EMPLOYEES AND DIRECTORS
Staff costs, including Directors, consists of:
2026 2025
£ £
Wages and salaries 102,692 162,500
Social security costs 2,411 10,886
Other pension costs 467 1,448
Share-based payments 1,964 2,525
107,534 177,359
Key management
personnel
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Company,
including the Directors of the Company.
Totel staff costs relate wholly to key management personnel.
The number of employees, including Directors, during the year was:
2026 2025
Number Number
Directors 3 4
Included in the above is the remuneration of the highest paid Director as
follows:
2026 2025
£ £
Salaries and other short-term employee benefits 52,500 100,000
Post employment benefits - 1,448
Share-based payments 1,122 1,122
53,622 102,570
The Company paid contributions into defined contribution personal pension
schemes in respect of one Director during the year (2025: 1). The Director was
auto-enrolled at minimum contribution levels. The charge to the Statement of
Profit or Loss represents the amounts paid to the scheme. At the year end,
the amount due to the pension scheme was £nil (2025: £226).
Details of the Directors' remuneration is disclosed in the Directors'
Remuneration Report on page 7.
6. NET FINANCE INCOME
2026 2025
£ £
Finance income
Other interest receivable - 237
- 237
Finance costs
Interest on overdue tax - 75
- 75
Net finance income - 162
7. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2026 2025
£ £
Auditor's remuneration 25,000 25,000
8. INCOME TAX
No liability to UK corporation tax arose for the year ended 31 January 2026
nor for the period ended 31 January 2025.
Factors affecting the tax expense
The tax assessed for the year differs to the standard rate of corporation tax
in the UK. The difference is explained below:
2026 2025
£ £
Factors affecting the tax charge for the year:
Loss before income tax (258,251) (378,629)
Loss before income tax multiplied by effective rate of UK corporation tax of (64,562) (94,657)
25.00% (2025: 25.00%)
Effects of:
Non-deductible expenses 629 513
Tax losses not utilised 63,933 94,144
64,562 94,657
Current tax charge - -
The Company has incurred tax losses for the period, and a corporation tax
expense is not anticipated. The amount of the unutilised tax losses of
£896,000 (2025: £641,000) has not been recognised in the financial
statements as the recovery of this benefit is dependent on future
profitability, the timing of which cannot be reasonably foreseen.
9. EARNINGS PER SHARE
The earnings and number of shares used in the calculation of loss per ordinary
share are set out below:
2026 2025
£ £
Loss for the financial year (258,251) (378,629)
Weighted average number of shares 113,680,274 100,000,000
Basic loss per share (0.23)p (0.38)p
The loss and weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options and share warrants (note 18) would have the
effect of reducing the loss per share and would therefore not be dilutive
under IAS 33 'Earnings per share'.
10. TRADE AND OTHER RECEIVABLES
2026 2025
£ £
Current:
VAT 5,410 8,906
Prepayments 16,381 19,352
21,791 28,258
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
These balances are not financial instruments and are not measured at amortised
cost.
11. CASH AND CASH EQUIVALENTS
2026 2025
£ £
Bank accounts 271,530 390,624
The Directors consider that the carrying amount of cash and cash equivalents
approximates to their fair value.
12. CALLED UP SHARE CAPITAL
2026 2025 2026 2025
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 129,900,000 - 129,900 -
Ordinary shares of 1p each - 100,000,000 - 1,000,000
Deferred shares of 0.9p each 100,000,000 - 900,000 -
1,029,900 1,000,000
In July 2025, the existing ordinary shares of 1.0p were sub-divided into one
new ordinary share of 0.1p and one deferred share of 0.9p
In August 2025, the Company raised gross proceeds of £149,500, before costs,
via a subscription and placing of 29,900,000 new ordinary shares of 0.1p each
at a price of 0.5p per share, The proceeds were to provide additional
working capital.
The holder of ordinary shares is entitled to receive dividends as and when
declared by the Company. All ordinary shares carry one vote per share without
restriction.
The deferred shares have no rights to vote, attend or
speak at general meetings of the Company or to receive any dividend or any
other distribution and have limited rights to participate in any return of
capital on a winding-up or liquidation of the Company.
13. TRADE AND OTHER PAYABLES
2026 2025
£ £
Current:
Trade payables 23,647 31,872
Other payables 2,093 226
Accruals and deferred income 36,981 26,901
Social security and other taxes 623 2,881
Total current trade and other payables 63,344 61,880
All trade and other payables fall due for payment within one year.
The Directors consider that the carrying value of trade and other payables
approximates to their fair value.
14. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Company, from which financial
instrument risk arises are as follows:
- Trade and other receivables
- Cash and cash equivalents
- Trade and other payables
A summary of the financial instruments held by category
is provided below
2026 2025
Financial assets measured at amortised costs: £ £
Trade and other receivables - -
Cash and cash equivalents 271,530 390,624
271,530 390,624
2026 2025
Financial liabilities measured at amortised costs: £ £
Trade and other payables 62,721 58,999
Total financial liabilities 62,721 58,999
Items not measured at amortised cost that do not meet the definition of
financial instruments have been excluded from this note.
The main purpose of these instruments is to ensure that the Company has
sufficient resources to fulfil its investment strategy. The main risks arising
from holding these financial instruments are market risk, credit risk and
liquidity risk.
Market risk
All trading instruments are subject to market risk, the potential that future
changes in market conditions may make any future investments less valuable,
due to fluctuations in security prices, as well as interest and foreign
exchange rates. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's credit risk is primarily attributable to its cash
deposits. The credit risk on liquid funds is limited because the
counterparties are banks with high credit ratings assigned by international
credit-rating agencies. The maximum exposure is the asset recognised.
Liquidity risks
The Company is principally funded by equity and invests in short-term
deposits, having access to these funds at short notice. The Company's policy
throughout the period has been to minimise interest rate risk by placing funds
in risk free cash deposits but also to maximise the return on funds placed on
deposit.
All cash deposits attract a floating rate of interest. The benchmark rate
for determining interest receivable and floating rate assets is linked to the
UK base rate.
The Company has no borrowing that exposes it to liquidity risk.
No maturity analysis has been prepared because there are no contractual
maturities and al trade and other payables will be dur for payment within
supplier credit terms of 3 months or less.
Capital Disclosure
The Company defines capital as issued capital and retained earnings as
disclosed in statement of changes In equity. The Company manages its capital
to ensure that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not have any
externally imposed financial requirements.
15. RELATED PARTY DISCLOSURES
During the year, there were consultancy fees of £16,400 (2025: £22,400)
charged by Sallork Legal and Compliance Limited ("Sallork"). Included in trade
and other payables at the year-end is £6,240 (2025: £7,200) owing to
Sallork. Richard Mays is a director of this company.
At the year end, the amounts owed to Directors included in trade and other
payables relating to unpaid remuneration and fees were as follows. There are
no terms as to interest or repayment in respect of these balances.
2026 2025
£ £
Richard Mays 1,093 -
Nick Pillar 1,000 -
16. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
17. EVENTS AFTER THE REPORTING PERIOD
Since the year end, the Company has raised £204,000, before costs, through
the placing and subscription of 81,600,000 new ordinary shares of 0.1p each at
a price of 0.25p per share. The funds will provide additional working
capital as the Company searches for an acquisition.
The Company has since March 2026 deferred all salary payments to Directors and
adopted a robust cash conservation strategy.
18. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 January 2026 outstanding awards to subscribe for ordinary shares of 1p
each in the Company, granted in accordance with the rules of the share option
scheme, were as follows:
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2026
Brought forward 7,500,000 1.77 1.50
Granted during the year 3,000,000 3.00 1.50
Lapsed during the year (3,000,000) (1.50)
Carried forward 7,500,000 1.45 1.50
Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
2025
Brought forward 7,500,000 2.77 1.50
Carried forward 7,500,000 1.77 1.50
The options were not exercisable at the year end. They vest and become
exercisable after the Company enters into a substantial transaction, as
determined by the Directors acting reasonably.
The fair value of the share options has been calculated using the
Black-Scholes model.
Volatility was determined by reference to the standard deviation of expected
share price returns based on a statistical analysis of daily share prices over
a 1-year period to grant date.
The following table lists the inputs to the model used to calculate the
share-based payment charge for the options outstanding at 31 January 2026:
Options
Date granted 30/07/2025 06/11/2023
Number of shares 3,000,000 4,500,000
Expiry date 29/07/2028 05/11/2026
Exercise price 1.50p 1.50p
Expected life of options (years) 3 3
Fair value at grant date £0.00009 £0.0019
Dividend yield 0.0% 0.0%
Expected volatility 42.9% 42.3%
Risk-free interest rate 3.82% 4.38%
All of the share options are equity settled and the charge for the year is
£2,271 (2025: £2,806).
Share warrants
At 31 January 2025 and 31 January 2026, outstanding warrants to subscribe for
ordinary shares of 0.1p each in the Company, granted in accordance with the
warrant instruments issued by the Company were as follows:
2026 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward 205,000,000 2.68 1.50
Granted during the year 29,900,000 - 0.50
Carried forward 234,900,000 1.68 1.50
2025 Number of shares Weighted average remaining contractual life (years) Weighted average exercise price (pence)
Brought forward 205,000,000 3.68 1.50
Carried forward 205,000,000 2.68 1.50
As of 31 January 2026, none of these warrants have been converted into shares.
The Company has issued two classes of warrants: Investor Warrants and Broker
Warrants. Investor Warrants were issued proportionately to participants in the
fundraising (note 12) as part of the overall investment package and were not
issued in exchange for goods or services. Accordingly, these warrants are
considered outside the scope of IFRS 2 'Share-based Payment'. Broker Warrants
were issued to the Company's broker in consideration for services provided in
connection with the Company's fundraising and admission activities and are
therefore accounted for within the scope of IFRS 2.
The following table lists the inputs to the model used for the warrants
outstanding at 31 January 2026:
18. SHARE-BASED PAYMENT TRANSACTIONS - continued
Date granted 18/08/2025 04/10/2022 04/10/2022
Number of shares 29,900,000 5,000,000 200,000,000
Expiry date N/A 03/10/2027 03/10/2027
Expected life of warrants (years) N/A 5 5
Exercise price 0.50p 1.50p 1.50p
Fair value at grant date N/A £0.0058 N/A
Dividend yield N/A 0% N/A
Expected volatility N/A 70.00% N/A
Risk-free interest rate N/A 2.25% N/A
Model used N/A Black-Scholes N/A
The 200,000,000 Investor warrants fall outside the scope of IFRS 2 -
Share-based payment and as such no charge has been made in respect of these
warrants.
The 29,900,000 Investor warrants fall outside the scope of IFRS 2 -
Share-based payment and as such no charge has been made in respect of these
warrants. These warrants vest on the announcement of an Initial Transaction as
defined in the Prospectus dated 29 September 2022 and are exercisable within 5
working days from the date of an announcement of an Initial Transaction on a
"use them or lose them" basis.
The remaining warrants are equity settled and the charge for the year is £nil
(2025: £nil).
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