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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
Remuneration
Report and Plan. 12
Independent Auditors' Report 16
Statement
of Comprehensive In
Statement
of Financial Position. 24
Statement
of Changes in Equity
Notes to the Financial Statements. =
27
=
=
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 Secreta=
span>ry |
SGH Company Secretaries Limited |
|
|
=
Registered=
=
Off |
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 |
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.
On
18 September 2024, the Company announced that it had signed heads of terms =
to
acquire the entire issued share capital of SMT Holdings Limited, a company
incorporated in Abu Dhabi Global Market, Abu Dhabi, UAE which owns various
strategic metals and rare earth minerals, which are essential in various
industry sectors such as technology, aerospace and defence. 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.
Graeme Muir
Chairman
31 Jan=
uary
2025
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.
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. |
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
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;
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.
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.
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.
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
Graeme Muir
Chairman=
31 January 2025
Dear
Shareholder,
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:
· &nbs=
p; &=
nbsp;
Graeme Muir - £100,000 =
per
annum; and
· &nbs=
p; &=
nbsp;
Daniel Monks - £100,000=
per
annum (post-RTO only)
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.
Graeme M=
uir
Chairman=
31 January 2025
The
Company adopted a formal remuneration policy on admission, 5 June 2023.
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.
Element |
Detail |
|
· &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) |
|
|
|
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. |
|
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. |
|
Currently there is no option or other incentive plan in place. |
Notice p=
eriods
The noti=
ce
period for all Directors is three months and notice must be provided in
writing.
Other Em=
ployees
The Comp=
any
currently has no other employees.
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.
Remunera=
tion
Policy….continued
Report
Approval
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 =
£ |
|
|
|
113,333 |
10,000 |
|
|
|
- |
- |
|
|
|
17,500 |
- |
|
|
|
5,000 |
2,500 |
|
|
|
9,692 |
15,000 |
|
|
|
- |
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 Company number: 13628478 30 Sep 2024 £ =
30 Sep
2023 =
£ ASSETS Note Current assets 7 35,743 38,390 327,961 677,622 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 - 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=
b> 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. 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. 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 co=
span>ncern 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. 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=
i> 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=
span> 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. 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. Notes to the Financial
Statements…continued Share cap=
span>it=
span>al=
span> 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. 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). 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. 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. 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 Insurance Contracts Requires insurance
liabilities to be measured at a current fulfilment value. Supersedes IFRS=
4. 1 J=
anuary
2023 Standard or Interpretation Effective for annual periods
commencing on or after Classification of Liabilities as Current or Non-Cur=
rent This amendment def=
ers
the effective date of January 2020 1 J=
anuary
2024 In
the current 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 Sustainability Sets
out overall requirements for sustainability-related financial disclosures=
1 J=
anuary
2024 Notes to the Financial
Statements…continued Standard or Interpretation Effective for annual periods
commencing on or after 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 Standard or Interpretation Effective for annual periods
commencing on or after 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 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 2024 £ 202=
3 &po=
und; UK income tax - - Deferred tax - - Total tax charge - - T=
he tax charge can be
reconciled to the
profit for the year as follows: Loss for the year (33=
9,187) =
(2,265,477=
) T=
ax at
the standard rate of UK
income tax of 25% (2023:=
22%) (84=
,797) (49=
8,405) (8,=
838) (15=
,157) 49,=
438 21,=
330 44,=
197 492=
,232 Total tax charge - - 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 =
£ 19,200 18,900 8,400 15,000 145,526 45,500 55,605 40,656 49,248 8,423 =
18,673 =
10,320 =
42,535 =
33,107 =
=
Loss before taxation 339,187 171,906=
b>145,52545,50038,39054,79667,917327,961 677,622 =
=
308,908648,095
Miotal
Plc (formerly Becket Invest Plc) Annual Report and Financial
Statements For
the year ended 30 September 2024
Statement of Financial
Position=
Notes<=
/span> to the Financial Statements
Amendments to IFRS 17
Amendments to IAS 1
Amendments to IFRS 1
Amendment to IFRS 2
Amendments to IFRS 18
Tax reconciliation:Effects of change in rate
Effects of disallowed expenses
Effects of unused losses carried forward