MIME-Version: 1.0 Content-Type: multipart/related; boundary="----=_NextPart_01DB77D0.C6F3F020" This document is a Single File Web Page, also known as a Web Archive file. If you are seeing this message, your browser or editor doesn't support Web Archive files. Please download a browser that supports Web Archive. ------=_NextPart_01DB77D0.C6F3F020 Content-Location: file:///C:/1096448C/BecketInvest30Sept2024Accountsfinal.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii"

Co= mpany Number: 13628478 (England & = Wales)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MI= OTAL PLC (formerly BECKET INVEST PL= C)

 

An= nual <= b>Report and Financial Statements

 

For the year e<= b>nd= ed <= b>30 September 2024


Contents

Corporate Information. = 2

Chairman’s Statement 3

Strategic Report 4

Directo= rs’ Report 6

Remuneration Report and Plan. 12

Remuneration Policy. 13

Independent Auditors' Report 16

Statement of Comprehensive Income. = 23

Statement of Financial Position. 24

Statement of Changes in Equity. 25

Statement of Cash Flows. 26

Notes to the Financial Statements. = 27

 


 

Corpora= te Information

 

= = Dir= ec= to= rs

= Graeme Muir

= Daniel Monks (Appointed 14 June 2024)

James Crossley (Appointed 1 Decem= ber 2023, Resigned 30 June 2024)

Thomas Furlong (Resigned 1 D= ecember 2023)

= Martin Lampshire (Resigned 6 October 2023)

 

 

= = Com= pa= ny Secretary

SGH Company Secretaries Limited

 

 

= Registered= = Offic= e

6th Floor

60 Gracechurch Street

London

EC3V 0HR

 

 

= = Com= pa= ny N= umber

13628478

= =  

<= span style=3D'mso-fareast-font-family:Arial;color:black;mso-themecolor:text1'>=  

= Auditor

Pointon Young Chartered Accountants

Statutory Auditor

33 Ludgate Hill

Birmingham

B3 1EH

 

 

= = Sha= re= Registrar

= Share Registrars Ltd

3 The Millennium Centre

Crosby Way

Farnham, Surrey

GU9 7XX

 

 

= Bankers

Alpha FX Limited

Brunel Building

2 Canalside Walk

London

W2 1DG=

=  

 

= Solicitors

Maddox Legal Limited

68 King William Street

London

EC4N 7HR

=  

 

= Brokers

Peterhouse Capital Limited

3rd Floor

80 Cheapside

London

EC2V 6DZ

 

Chairman’s Statement=

=  

Dear Shareholders,

=  

I am pleased to present the annu= al report for Miotal Plc (formerly Becket Invest P= lc), (t= he “Company” or “Miotal”) = for the year ended 30 September = 2024. After admission of the Company to the Standard Listing and to trading on t= he Main Market of the London Stock Exchange on 5 June 2023 the Company have continued to m= ake significant progress targeting established businesses to undergo a reverse takeover.

 

Company activities

 

The principal focus of the Compa= ny is to acquire opportunities in the <= /span>battery metals and related technologies sectors. To this e= nd, the Company will continue to endeavour to identify acquisition targets where su= ch targets can offer a clear value advantage to the Company. However, the Company's focus in identif= ying opportunities will not be limited to a particular industry or geographic location.

&= nbsp;

  As a result, the company applied f= or their ordinary shares to be suspended until completion of the transaction o= r an announcement that it would no longer occur.  A director and shareholder of SMT Holdings Limited is a director and shareholder of the Company’s main shareholder BPM Trading Limited.

 

Financial Status

 

The Company’s financial position remains stable given that it does not currently generate any income, with available funds = to support our immediate initiatives. Whilst we have not generated any operati= ng income during the financial year, we are dedicated to ensuring that our resources are prudently managed for the benefit of the shareholders. 

 

Acknowledgements

 

Finally, I would like to express my appreciation to o= ur shareholders for their ongoing support and patience as we pursue avenues for future operations and value creation. We remain dedicated to our shareholders’ interests. 

&= nbsp;

&= nbsp;

&= nbsp;

&= nbsp;

Graeme Muir

Chairman

 

31 Jan= uary 2025

Strategic Report

 <= /span>

The Directors present their Strategic Report for the = year ended 30 September 2024.

 

Principal Activities

 

The Company has continued to focus on opportunities in the battery metals and related technologies sectors and will focu= s on potential acquisition opportunities where such opportunities can offer a cl= ear value advantage to the Company. The Company's efforts in identifying opportunities will not, however, be limited to a particular industry or geographic location. The main sources of value advantage are expected to be= the relevant experience and networks of the Directors and the ability to act quickly to complete a transaction and to deploy capital. As such, the Direc= tors believe that their broad, collective experience, together with their extens= ive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities.

&= nbsp;

Review of Business and Development in the Year

 

A review of the year’s activities and future prospects = is contained in the Chairman’s Statement.

 

Financial and Performance Review

The Company did not have any income producing assets during the year under review.

 

The results for the Company are set out in detail in = the financial statements. The Company reports a loss of £3= 39,187 for the year ended 30 September 2024 (2023: loss of £2,265,477).<= o:p>

 

Key Performance Indicators

The usual financial key performance indicators do not apply to a company with no revenue. The Company's primary financial key performance indicator ('KPI') at this stage of its development is the monitoring of its cash balances. The Company's cash at 30 September 2024 was £327,961 (2023: £677,622). The critical non-financial KPI during the year was the ability of the Company to identif= y an acquisition, which it achieved and signed heads of terms to acquire the sha= re capital of SMT Holdings Limited as detailed in the Chairman’s Report = on Page 3.

 

Risk & Uncertainties=

The Board regularly reviews the = risks to which the Company is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible.

 

Principal risk and uncertainty facing the Company dur= ing the year under review included but was not limited to the Company’s ability to identify or secure investment opportunities in the sectors or geographical locations in wh= ich the Company has decided to focus.  Refer to Going Concern section in Directors’ Report, Page 6.

 

Promotion of the Company for the benefit of the members as a whole

 

The Directors believe they have = acted in the way most likely to promote the success of the Company for the benefi= t of its members as a whole, as required by s172 of the Companies Act 2006.

 

Strategic Report….continue= d

 

The requirements of s172 are for the Directors to:

 

&m= iddot;      =             &nb= sp;  Consider the likely consequences of any decision in t= he long term;

&m= iddot;      =             &nb= sp;  Act fairly between members of the Company;=

·      =             &nb= sp;  Maintain a reputation for high standards of business conduct;

·      =             &nb= sp;  Consider the interest of the Company’s employee= s;

·      =             &nb= sp;  Foster the Company’s relationships with supplie= rs, customers and others; and

&m= iddot;      =             &nb= sp;  Consider the impact of the Company’s operations= on the community and the environment.

 

The Company has sought to act in a way that upholds t= hese principles. The Directors believe that the application of s172 requirements= can be demonstrated in relation to some of the key decisions made and actions t= aken during the year.

=  

Category

How the Directors have engaged

Impact of action

Shareholders and investors=

The Directors have communicated regularly with its shareholders and investors via public announcements and the publication of a prospectus.

 

The Company is listed on the Standard List and is trading on the Main Market of the London Stock Exchange.

Environmental, social and governance (“ESG”)

The Directors acknowledge that our business activit= ies could affect the society and environment around us, and that we have an opportunity and an implicit duty to ensure this impact is positive.<= /o:p>

No environmental or safety incidents were reported during the year.

 

Its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board’s bro= ad and specific intentions and the rationale for its decisions. The Company pa= ys its creditors promptly and keeps its costs to a minimum to protect sharehol= ders funds. When selecting investments, issues such as the impact on the communi= ty and the environment have actively been taken into consideration.

 

Use of financial instruments

 

The Company’s financial ri= sk management objectives are to minimise its liabilities, to fund its activiti= es through equity financing and to ensure the Company has sufficient working capital to pursue its corporate strategic objectives.

 

 

 

Graeme Muir

Chairman

31 Ja= nuary 2025

Directo= rs’ Report<= /span>

 

The Directors present their Directors’ Report together with the audited financial statements of <= span class=3DSpellE>Miotal Plc (formerly Becket Invest Plc (the “Company” or “Miotal”).=   A commentary on the business for t= he year is included in the Chairman’s Statement on page 3.<= span style=3D'mso-spacerun:yes'>  A review of the business is also included in the Strategic Report on page 4.<= o:p>

 

The shareholdings of the Directors who held office throughout both years and at= the date of publication are as follows:

 

Name

= Number of Ordinary Shares

= Percentage of share capital

Graeme Muir

= -

= -

Daniel Monks

= -

= -

James Crossley

= -

= -

Thomas Furlong

= -

= -

Martin Lampshire

= -

= -

John Taylor

= -

= -

 

Fl= are Capital Limited, a company under common directorships as Peterhouse Capital Limited, hold 9,414,290 (11.48%), shares in the Company at both year end, Martin Lampshire is an employee of Peterhouse Capital Limited, the Company’s broker.  =

 

Gr= aeme Muir and James Crossley are directors of BPM Trading Limited, a significant shareholder of the Company, holding 62,844,800 shares (76.64%) at both year ends.

 

No directors held any shares in the Company as at the above date (or previous year end).

 

Results <= b>and dividends

 

The results for the year ended 30 September 2024 are set out on page 23.<= o:p>

 

The Company reports a loss of &poun= d;339,187 fo= r the year ended 30 September 2024 (2023: £2,265,477). 

 

There were no dividends paid in the previous or current financial year.

 

Go= ing Concern

 

At 30 September 2024 the Company had cash resources of approximately &poun= d;327,961 which, given the activities of the Compan= y at the date of these financial statements provided it with sufficient available resources to meet all of its commitments for the next 12 months, as project= ed by the directors in their cashflow forecast, and, accordingly these financi= al statements are prepared on a going concern basis.  However, if expenditure exceeds th= at projected in the cash flow forecast, for the next 12 months from the date of these financial statements, the Company will require additional funds to me= et financial liabilities as they arise. 

 

Additi= onally, as detailed in the Company’s Prospectus at the time of its Admission = to trade on the London Stock Exchange on 5 June 2023, if an Acquisition has not been announced and completed within 24 months of Admission, the Board will consult with the Shareholders as to the future direction of the Company. The Directors may recommend to Shareholders that the Company continue to pursue= an Acquisition for a further 24 months, or that the Company be wound up (in or= der to return capital to Shareholders). &= nbsp;

&= nbsp;

The Co= mpany announced on 18 September 2024, that it had signed heads of terms to acquire SMT Holding Limited.  At the d= ate of signing these financial statements, due diligence is on-going in relation to this acquisition. In addition, the Company intends to raise finance through= the issue of Ordinary Shares in the Company and recognises there is uncertainty surrounding completing the acquisition as well as raising further funds for= the Company.

 

Di= rectors’ Insurance and Indemnity Provision

 

The Company does not currently hold directors’ and officers’ liabil= ity insurance.  The Company will l= ook to adhere to Section 234 of the Companies Act 2006 by implementing qualifying third-party indemnity provisions for the Directors in respect of liabilities incurred as a result of their office.  Whilst the Company is seeking an acquisition vehicle the Company has kept suppliers and outgoings to a minimum to keep the momentum with the cos= ts directed to the main concern.

 

Employment Policy

 

It= is the policy of the Company to operate a fair employment policy.  No employee or job applicant will = be less favourably treated than another on the grounds of their sex, sexual orientation, age, marital status, religion, race, nationality, ethnic or national origin, colour or disability and all appointments and promotions w= ill be determined solely on merit.  The Directors will encourage employees to be aware of all issues affecting the Company and place considerable emphasis on employees sharing in its success= .

 

Changes in share capital

 

Details of movements in share capital during the year are set out in Note 9 to these financial statements.

 

Pe= nsions

 

The Company did not operate a pension scheme during the year and has not paid a= ny contributions to any scheme for Directors.

 

All el= igible Directors have been invited to participate in the Company’s pension scheme with True Potential.  A= t the time of publication all Directors have opted out of the workplace pension.<= span style=3D'mso-fareast-font-family:Arial;color:black;mso-themecolor:text1'>

 

Energy and Emissions Data

 

As= the Company has not consumed more than 40,000kwh of energy in this reporting ye= ar, it qualifies as a low energy user under these regulations and is not requir= ed to report on its emission, energy consumption or energy efficiency activiti= es.


 

Directors’ Report….continued

 

Di= rectors’ <= b>remuneration

 

De= tails of the remuneration of the Directors can be found in Note 5 to= these accounts.

 

Di= rectors’ <= b>interests in transactions

 

Ot= her than disclosed in Notes 5 a= nd 11 no Director had during, or at the end of the year, a material interest in any contract which was significant in relation to the Company’s business.=

 

Di= rectors

 

The following Directors held office during the year and/or at the signing date = of this annual report:

 

Graeme Muir

Da= niel Monks (Appointed 14 June 2024)

James Crossley (Appointed 1 December 2023, Resigned 30 June 2024)

Thomas Furlong (Resigned 1 December 2023)

Martin Lampshire (Resigned 6 October 2023)

 

Internal <= b>controls and corporate governance

 

The Board is responsible for identifying and evaluating the major business risks faced by the Company and for determining and monitoring the appropriate course of action to manage t= hese risks.

 

Substantial shareholdings

 

As at 30 September 2024, the follow= ing shareholders hold more than 3% of the issued share capital:

 

Name

= Number of Ordinary Shares

= Percentage of share capital

BPM Trading Limited

= 62,844,800

= 76.64%

Flare Capital Plc

= 9,414,290

= 11.48%

First Equity Ltd

= 2,925,000

= 3.57%

IG Markets Ltd

= 2,925,000

= 3.57%

 

Within the nominee shareholdings it= is confirmed that no individual person or organisation owns 3% or more.

 

Su= bsequent <= b>events

 

De= tails of subsequent events are disclosed in Note 13 of the financial statements.

 

 

 

Directors’ Report….continued

 

An= nual <= b>general meeting

 

Th= is report and the financial statements will be presented to shareholders for t= heir approval at the Company’s Annual General Meeting (“AGM”).= The Notice of the AGM will be distributed to shareholders together with the Ann= ual Report.

 

Audit committee=

 

Th= e Audit and Risk Committee comprising Daniel Monks as chair and Graeme Muir will me= et not less than twice a year. The Audit and Risk Committee will be responsible for making recommendations to the Board on the appointment of auditors and = the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit and Risk Committee = will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control sys= tems of the Company.

 

St= atement <= b>of Directors’ responsibilities

 

The Directors are responsible for preparing the Chairman’s Statement, Strategic Report, the Directors’ Report, the Remuneration Report and the financial statements in accordance with applicable law and regulations.

 

Co= mpany law requires the directors to prepare financial statements for each financi= al year. Under that law the directors are required to prepare financial statem= ents in accordance with UK adopted International Financial Reporting Standards (IFRS), in conformity with the requirements of the Companies Act=

 

The financial statements are required by law and 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 give a true and fair view = and references to their achieving a fair presentation.

 

Un= der 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 the profit or loss of the Company for that year.  The Directors are also required to prepare the financial statements in accordance with the Rules of the London Stock Exchange.

 

In preparing the Company’s financial statements, the Directors are requi= red to:

 

= &m= iddot;      =             &nb= sp;  select suitable accounting policies and then apply th= em consistently;

= &m= iddot;      =             &nb= sp;  make judgements and accounting estimates that are reasonable and prudent;


 

Directors’ Report….continued

 

= &m= iddot;      =             &nb= sp;  state whether applicable accounting standards, UK ado= pted IFRS, in conformity to the Companies Act, have been followed, subject to any material departures disclosed and explained in the financial statements;

= &m= iddot;      =             &nb= sp;  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue = in business; and

= &m= iddot;      =             &nb= sp;  prepare a Directors’ Reports, Strategic Report = and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006.

 

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 and the Directors remuneration report 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.

 

Di= sclosure of information to the auditors

 

The Directors who held office at th= e date of the approval of these Financial Statements as confirm that:

 

·            = ;         so far as each Director is aware, t= here is no relevant audit information of which the Company's auditor is unaware;= and

<= span lang=3DEN-AU style=3D'font-size:12.0pt;font-family:"Times New Roman",serif; mso-fareast-font-family:Arial;color:black;mso-themecolor:text1'> =

·            = ;         the Directors have taken all steps = that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.=

 

The Directors are responsible for preparing the annual report in accordance with applicable law and regulations. The Directors consider the annual report and the financial statements, taken as a whole, provides the information necessary to assess the Company’s performanc= e, business model and strategy and is fair, balanced and understandable.<= /o:p>

 =

Website publication=

 

Fi= nancial statements are published on the Company’s website in accordance with = legislation in the United Kingdom governing the preparation and dissemination of financ= ial statements, which may vary from legislation in other jurisdictions.  The Directors are responsible for = the maintenance and integrity of the corporate and financial information includ= ed on the Company's website extending to the ongoing integrity of the financial statements contained within.

 

Information to shareholders –= Website

 

The Company has its own website (www.miotal.com) for= the purposes of improving information flow to shareholders as well as to potent= ial investors.


 

Directors’ Report….continued

 

Directors’ Responsibilities Pursuant to DTR4

 

To the best of their knowledge, the Directors confirm:

 

·            = ;         the financial statements, prepared = in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position of the Company and= its profit or loss as at 30 September 2024; and

 =

·            = ;         the annual report, including the Strategic Report includes 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 faced.

 

 

By order of the board

 

 <= /span>

 

Graeme Muir

Chairman=

31 January 2025

 


=  

Remuneration Report and Plan

&nb= sp;

Dear Shareholder,

&nb= sp;

On behalf of the Board, I am pleased to present our Remuneration Report. It has been prepared in accordance with the requirements of The Large and Medium-s= ized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (t= he “Regulations”) and, after this introductory letter, is split in= to two areas: the Remuneration Policy and the Annual Report on Remuneration.

 

Miotal was admitted to the Standard Listing and to trading on the Main Market of the London Stock Exch= ange on 5 June 2023. Since the listing, Miotal has b= een an investment company with the premise of acquiring an established business in= the technology sector.

 

The Company stated that the current Directors are presently being paid annual amounts of:

&nb= sp;

·         &nbs= p;            &= nbsp;  Graeme Muir - £100,000 = per annum; and

·         &nbs= p;            &= nbsp;  Daniel Monks - £100,000= per annum (post-RTO only)

&nb= sp;

The Company is currently too small to have a Remuneration Committee and the establishment of such a committee (and the appointments to it) will be revi= sited upon the completion of the Company’s first acquisition, along with incorporating its terms of reference.

 

The Directors, and their respective connected persons, do not hold any options = or warrants or other rights over any unissued Ordinary Shares of the Company.<= o:p>

 

Shareholders should note that the Company’s Remuneration Policy contains provisions that the Remuneration Committee, once established, will be granted powers to set new remuneration arrangements from time to time. An annual review will = be undertaken to ensure remuneration is competitive and in line with market practice and good governance. Any changes to the Remuneration Policy will be put to shareholders at the next available Annual General Meeting.

&nb= sp;

&nb= sp;

&nb= sp;

Graeme M= uir

Chairman=

&nb= sp;

 31 January 2025

Remuneration Policy

 

The Company adopted a formal remuneration policy on admission, 5 June 2023.

&nb= sp;

As part of the current Remuneration Policy, the Remuneration Committee, once established, will have extensive discretionary powers to set new remunerati= on arrangements that are commensurate with the business, from time to time. The Remuneration Committee will make changes to salary levels of the existing Directors, set salaries and compensation and introduce benefits, pension, annual bonus and long-term incentive arrangements which are competitive and= in line with market practice and governance guidelines and which would be desi= gned to align the interests of shareholder growth and director compensation. The= salaries and fees of all Directors were agreed following the admission of the Compan= y to the Standard List and to trad= ing on the Main Market of the London Stock Exchange on 5 June 2023.

&nb= sp;

Element

Detail

Base salary

·         &n= bsp;            = ;   Graeme= Muir - £180,000 per annum reduced to £100,000 per annum effective 1 December 2023

·         &n= bsp;            = ;   Daniel= Monks - £100,000 per annum (post-RTO only)

Benefits

No benefits are currently provided. A detailed review will be undertaken on = the 12-month anniversary of publication of these accounts.

Pension

All eligible Directors have been invited to participate in the Company’s pension scheme with True Potential.  At the time of publication, all eligible Directors have opted out.

Annual Bonus

No annual bonus scheme is intended to be implemented during 2024. A detailed review will be undertaken on the 12-month anniversary of publica= tion of these accounts. The review will reflect the scale and complexity of the Company at the time. Given the strategy of the Company, the Committee will continue to monitor this throughout the year.

Option Plan

Currently there is no option or other incentive plan in place.

&nb= sp;

Notice p= eriods

 

The noti= ce period for all Directors is three months and notice must be provided in writing.

&nb= sp;

Other Em= ployees

 

The Comp= any currently has no other employees.

&nb= sp;

Other po= licy matters

 

Policy sections normally set out approaches in the areas of executive recruitment, termination of employment, shareholder consultation, consideration of employment conditions elsewhere in the Company and employee consultation. O= ther than items explained above, the Company believes that these issues are not applicable at present.


&nb= sp;

Remunera= tion Policy….continued

&nb= sp;

Report Approval

 <= /p>

A resolution to approve this report will be proposed at the AGM of the Compan= y. The vote will have advisory status.

 

Director= s' emoluments and compensation (audited)

 

Set out = below are the emoluments of the Directors for the years ended 30 September 2024 a= nd 30 September 2023:

 

 

 

2024

£

= 2023

= £

= Graeme Muir

 

 

113,333

10,000

= Daniel Monks

 

 

-

-

= James Crossley

 

 

17,500

-

= Thomas Furlong

 

 

5,000

2,500

= Martin Lampshire

 

 

9,692

15,000

= John Taylor

 

 

-

18,000

Closing balance

 

 

145,52545,500= (2,265,477= )

 

 

 

 

Taxation

3

= -

= -

 

 

 

 

Loss for the year from continuing operations=

 

= (339,187)

= (2,265,477= )

 

 

 

 

Other comprehensive income

 

= -

= -

 

 

 

 

Total comprehensive loss for the year

 

= (339,187 = )

(2,265,477)

 

Earnings per share

 

 

 

Basic earnings per share (pence)

12

(0.4p)

(8.5p)

Diluted earnings per share (pence)

12

(0.1p)

(1.2p)

=  

=  

The notes to these financial statements on pages 27 to 38 form an integral part of these financial statements.

 

Statement of Financial Position=

Company number: 13628478

 

 

 

 

 

 

30 Sep 2024

£

= 30 Sep 2023

= £

ASSETS

Note

 

 

Current assets

 

 

 

= Trade and other receivables=

7

35,743

38,390

= Cash and cash equivalents

 

327,961

677,622

Total Current Assets

 

363,704

716,012

 

Total Assets

 

363,704

716,012648,095= (2,265,477= )

= (2,265,477= )

Net equity issued

820,000

-

-

-

820,000

Share warrant expense<= /span>

 

-

2,093,571

-

2,093,571

Balance at

30 September 2023

820,001

-

2,093,571

= (2,265,477= )

648,095= (2,265,477= )

Share warrant expense

 

-

2,093,571

Decrease / (Increase) in receivables

 

2,647

(38,389)

(Decrease) / Increase in payables

 

(13,121)

67,917

= Net cash used in operating activities

 

(349,661327,961

677,622

 

The notes to these financial statements on pages 27 to 38 form an integral part of these financial statements.

 

*Restated= to reclassify share warrant expense from financ= ing activities to operating activities, where it was incorrectly shown in the financial statements for the year ending 30 September 2024.
<= /p>

Notes<= /span> to the Financial Statements

 

1.&n= bsp;            = ;     General information=

 

Miota= l Plc (formerly Becket Invest Plc) (‘= ;the Company’ or ‘Miotal) is domiciled in England having been incorporated on 17 September 2021 under the Companies Act with registered number 13628478 as a public company limited by shares. The Company’s shares were admitted to a Standard Listing and to tra= ding on the Main Market of the London Stock Exchange on 5 June 2023.<= /span>

 

The princip= al accounting policies applied in the preparation of these financial statements are set o= ut below. These policies have been applied to all years presented, unless otherwise stated below.  In the opinion of the Directors the finan= cial statements present fairly the financial position, and results from operatio= ns and cash flows for the year in conformity with the generally accepted accounting principles consistently applied.

 

2.&n= bsp;            = ;     Accounting policies

 

The = financial statements have been prepared in accordance with UK International Financial Reporting Standards (IFRS).

 

Basis = of prepa= ration and going concern

The financi= al statements are prepared on the going concern basis, under the historical co= st convention as modified for fair value accounting, if applicable. The financ= ial statements are presented in Pounds Sterling and have been rounded to the nearest pound (£).

 =

Cash and ca= sh equivalents

Cash and ca= sh equivalents are carried in the statement of financial position at cost and comprise cash in hand, cash at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three mont= hs or less. Bank overdrafts are included within borrowings in current liabilit= ies on the statement of financial position. For the purposes of the statement of cash flows, cash and cash equivalents also includes any bank overdrafts.

 =

Income taxa= tion

Income taxes include all taxes based upon the taxable profit of the company.  Other taxes not based on income su= ch as property and capital taxes, are included within operating expenses or finan= cial expenses according to their nature.

 =

Deferred taxation

Deferred in= come taxes are provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and the= ir carrying amounts in the financial statements. Deferred income taxes are determined using tax rates that have been enacted or substantially enacted = and are expected to apply when the related deferred income tax asset is realise= d, or the related deferred income tax liability is settled.<= /p>

 =

The princip= al temporary differences arise from depreciation or amortisation charged on as= sets and tax losses carried forward. Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probab= le that future taxable profit will be available against which the unused tax losses can be utilised.

Notes to the Financial Statements…continued

 

Foreign currenc= ies

(i)   &nb= sp;  Functional and presentational currency

The Directors consider GBP Pound Sterling= to be the Company’s functional currency, therefore the financial stateme= nts are presented in GBP Pound Sterling. 

 

(ii)     Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabiliti= es denominated in foreign currencies are recognised in the statement of comprehensive income.

 =

Monetary as= sets and liabilities denominated in foreign currencies are translated at the rat= es ruling at the statement of financial position date. All differences are tak= en to the statement of comprehensive income.

 

Financial instruments

Financial assets

Basic financial assets, including trade a= nd other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transacti= on, where the transaction is measured at the present value of the future receip= ts discounted at a market rate of interest. The Company currently has no finan= cial assets that are considered to be of a financing transaction nature.

 

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settl= ed, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally = sell the asset to an unrelated third party without imposing additional restricti= ons.

 <= /span>

Financial liabilit= ies

Basic financial liabilities, including tr= ade and other payables, are initially recognised at transaction price, unless t= he arrangement constitutes a financing transaction, where the debt instrument = is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised co= st, using the effective interest rate method. Trade payables are obligations to= pay for goods or services that have been acquired in the ordinary course of bus= iness from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transac= tion price and subsequently measured at amortised cost using the effective inter= est method.

 


 <= /span>

Notes to the Financial Statements…continued

 =

Share capital

 

Ordinary shares are classified as equity. Incremental = costs = directly attributable to the increas= e of new shares or options are shown in equity as a deduc<= /span>tion from the proceeds.

 

Go= ing <= b>concern

 

At 30 September 2024 the Company had cash resources of approximately &poun= d;327,961 which, given the activities of the Compan= y at the date of these financial statements provided it with sufficient available resources to meet all of its commitments for the next 12 months, as project= ed by the directors in their cashflow forecast, and, accordingly these financi= al statements are prepared on a going concern basis.  However, if expenditure exceeds that projected in the cash flow forecast, for the next 12 months from the date of these financial statements, the Company will require additional funds to me= et financial liabilities as they arise. 

 

Additi= onally, as detailed in the Company’s Prospectus at the time of its Admission = to trade on the London Stock Exchange on 5 June 2023, if an Acquisition has not been announced and completed within 24 months of Admission, the Board will consult with the Shareholders as to the future direction of the Company. The Directors may recommend to Shareholders that the Company continue to pursue= an Acquisition for a further 24 months, or that the Company be wound up (in or= der to return capital to Shareholders).   

&= nbsp;

The Co= mpany announced on 18 September 2024, that it had signed heads of terms to acquire SMT Holding Limited.  At the d= ate of signing these financial statements, due diligence is on-going in relation to this acquisition. In addition, the Company intends to raise finance through= the issue of Ordinary Shares in the Company and recognises there is uncertainty surrounding completing the acquisition as well as raising further funds for= the Company.

&nbs= p;

Judgements and key sources of estimation uncertainty

 

Classification of Share warrant instruments

The classification of the broker and inve= stor warrant instruments issued by the Company at the time of admission to the London Stock Exchange was assessed in accordance with IFRS 2, IFRS 9 and IAS 31.  These warrants were asses= sed as meeting the criteria to be classed as equity instruments and are therefore accounted for as such in the financial statements being an expense through = the Statement of Comprehensive Income and an equity reserve in the Statement of Financial Position.

 =

The Company estimates the fair value of the equity instruments at the grant date using = the Black Scholes Model in which the terms and conditions upon which those equi= ty instruments were granted are considered.

&= nbsp;


 

Notes to the Financial Statements…continued

 

Adoption of new and revised standards and changes in = accounting policies

 

The following new and amended Standards a= nd Interpretations have been issued and are effective for the current financia= l year of the Company.

 

Standard or Interpretation

Effective for annual periods commencing on or after

 <= /span>

Insurance Contracts

Requires insurance liabilities to be measured at a current fulfilment value. Supersedes IFRS= 4.

1 J= anuary 2023

Amendments to IFRS 17

 

 =

Standard or Interpretation

Effective for annual periods commencing on or after

 <= /span>

Classification of Liabilities as Current or Non-Cur= rent

This amendment def= ers the effective date of January 2020

1 J= anuary 2024

Amendments to IAS 1=

 

 

year= , the Company has applied a number of amendments to Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 October 2023. These have not had any material impact on the amounts reported for the period und= er review or prior years.

 

Standards which are in issue but= not yet effective

At the date of authorisation of = these financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are n= ot yet effective:

 

Standard or Interpretation

Effective for annual periods commencing on or after

 <= /span>

Sustainability

Sets out overall requirements for sustainability-related financial disclosures=

1 J= anuary 2024

Amendments to IFRS 1

 

 =


 

Notes to the Financial Statements…continued

 =

Standard or Interpretation

Effective for annual periods commencing on or after

 <= /span>

Climate-related Disclosures

Require for identifying, measuring and disclosing information about climate-relat= ed risks and opportunities that is useful to primary uses of general purpose financial reports

1 J= anuary 2024

Amendment to IFRS 2=

 

 

Standard or Interpretation

Effective for annual periods commencing on or after

 <= /span>

Presentation and Disclosures in Financial Statement= s

Requirements for a= ll entities applying IFRS for the presentation and disclosure of information=

1 J= anuary 2027

Amendments to IFRS 18

 

 =

Adoption of new and revised stan= dards and changes in accounting policies

As yet, none of thes= e have been endorsed for use in the UK and will not be adopted until such time as endorsement in confirmed. The Directors do not expect any material impact a= s a result of adopting the standards and amendments listed above in the financi= al year, they become effective.

 

From 1 October 2023 the Company = has applied UK-adopted IAS. At the date of application, both UK-adopted IAS and EU-adopted IFRS are the same.

 


 

Notes to the Financial Statements…continued

 

3.&n= bsp;            = ;     Taxa= tion

 <= /span>

 <= /span>

2024

£

202= 3

&po= und;

UK income tax=

 <= /span>

-

-

Deferred tax<= /o:p>

 <= /span>

-

-

Total tax charge

 <= /span>

-

-

T= he tax charge can be reconciled to the profit for the year as follows:<= /o:p>

=  

Loss for the year

 <= /span>

(33= 9,187)

= (2,265,477= )

T= ax at the standard rate of UK income tax of 25% (2023:= 22%)

 <= /span>

(84= ,797)

(49= 8,405)

 

 <= /span>

 

 

Tax reconciliation:

Effects of change in rate

 <= /span>

(8,= 838)

(15= ,157)

Effects of disallowed expenses

 <= /span>

49,= 438

21,= 330

Effects of unused losses carried forward=

 <= /span>

44,= 197

492= ,232

Total tax charge

 <= /span>

-

-

 

As at 30 September 2024 the Company had unused tax losses of £2,533,895 (2023: £2,244,147) available for offset against future profits. The deferred tax asset relating to these losses is not provided for due to the uncertainty over the timing of any future profits. On 10 June 2021, the UK Government’s proposal to increase the rate of UK corporation tax from= 19% to 25% with effect from 1 April 2023 was enacted into UK law.    

 =

The tax rate used for the 2024 reconciliation was 25% (2023: 22%).  Confirmed in the Autumn Statement = in November 2023, Spring and Autumn Budgets 2024, the income tax rate is to re= main at 25%.

 

4.&n= bsp;            = ;     Loss before taxa= tion

 

2024

£

= 2023

= £

= The Company’s loss from continuing operations is stated after charging/(crediting):

 

 

= Auditor remuneration - audit of these financial statements*

19,200

18,900

= Accounting

8,400

15,000

= Directors’ remuneration=

145,526

45,500

= General expenses

55,605

40,656

= Legal fees

49,248

8,423

= Professional fees including co-sec & bookkeeping

= 18,673

= 10,320

= Stock Exchange & FCA fees including share registrar fees

= 42,535

= 33,107

=  

=  

=  

Loss before taxation

 339,187

171,906145,52545,50038,39054,79667,917327,961

677,622

 

=  

=  

308,908648,095





 

 

Miotal Plc (formerly Becket Invest Plc)

Annual Report and Financial Statements

For the year ended 30 September 2024

 

 

Page | 3

 

------=_NextPart_01DB77D0.C6F3F020 Content-Location: file:///C:/1096448C/BecketInvest30Sept2024Accountsfinal.files/filelist.xml Content-Transfer-Encoding: quoted-printable Content-Type: text/xml; charset="utf-8" ------=_NextPart_01DB77D0.C6F3F020--