TIDMHWC
RNS Number : 8275P
Highway Capital PLC
22 June 2022
Company registration no. 02991159
HIGHWAY CAPITAL plc
ANNUAL REPORT
For the year ending 28 February 2022
HIGHWAY CAPITAL plc
Contents
Page
Chairman's statement
3
Strategic report
4
Directors' report 6
Directors' responsibility statement
10
Directors' remuneration report 11
Corporate governance 13
Independent auditors' report 16
Statement of comprehensive income 21
Statement of financial position 22
Statement of changes in equity 23
Statement of cash flows
24
Notes to the accounts 25
Company information 32
HIGHWAY CAPITAL plc
Chairman's statement
Year ended 28 February 2022
Dear Shareholders
The year ended February 2022 was a positive one for the Company.
Continuous efforts, in line with the Company's strategy to identify
a transactional opportunity of a large scale, resulted in the major
event in the life of the Company.
As announced on 11 October 2021, Highway Capital Plc entered
into Heads of Terms with Guinevere Capital Esports &
Entertainment, opening the way to a Reverse Takeover Transaction.
The agreement led to initiating the procedures required to enable
the re-admission of the Company's shares to trading on the LSE.
At the time of publication of this report, we are solidly on the
way to having the Reverse Takeover transaction completed in a due
course, subject to general market conditions. I would like also to
invite you to follow the new developments in that regard during the
remainder of 2022.
Dr Ludwik Sobolewski
Chairman
20 June 2022
HIGHWAY CAPITAL plc
Strategic report
Year ended 28 February 2022
Review of Business
On 11 October 2021 Highway Capital Plc entered into Heads of
Terms with Guinevere Capital Esports & Entertainment. The
Reverse Takeover transaction is currently being worked on.
Convertible Loan Notes - Current Financial Year
Between 13 July 2021 and 30 November 2021, the Company completed
a placing of GBP278,000 Convertible Loan Notes for working capital
purposes. The notes have a term of 5 years and are convertible into
new shares in the Company.
The Convertible Loan Note issued 13 July 2021 for the amount of
GBP200,000 to an unconnected investor has a conversion price of 5p
per new ordinary share and has base interest of 10% for the
remainder of 2021 moving to 12% interest per annum from 1 January
2022.
The Convertible Loan Note issued 5 October 2021 for the amount
of GBP3,000 to an unconnected investor has a conversion price of 5p
per new ordinary share and 5% interest per annum.
The Convertible Loan Note issued 24 November 2021 for the amount
of GBP75,000 to an unconnected investor has a conversion price of
5p per new ordinary share and 5% interest per annum.
Financial review
Key Highlights
2022 2021
------------------------- ----------- -----------
Management fees - 164,500
Administrative expenses (543,132) (299,290)
------------------------- ----------- -----------
Operating loss (543,132) (134,790)
Interest receivable 6 9
Basic loss per share 8 (4.73)p (1.17)p
------------------------- ----------- -----------
Bank and cash
4,974 41,170
HIGHWAY CAPITAL plc
Strategic report continued
Year ended 28 February 2022
Greenhouse gas emissions and energy consumption
The Company is exempt from the requirements on disclosing its
annual quantity of emissions and energy consumption for which it is
responsible.
Future plans for the business
As detailed by the Chairman in his Chairman's Statement, the
company is currently in the process of a Reverse Takeover by
Guinevere Capital Esports & Entertainment, which the directors
hope will be successfully concluded in due course.
Key risks and uncertainties
Foreign currencies : The company deals in a variety of foreign
currencies: Continual review of foreign currency movements to
ensure company undertakes transactions in the most financially
beneficial currency and ensuring the company is not overly exposed
in one currency.
Brexit : Changing legislative environment between post Brexit UK
and EU may place additional regularity burdens on the company which
make it more difficult to operate with EU based companies to
investments with Europe: Reviewing strategies to monitor and
address the Brexit negotiations and outcomes.
Crisis in Ukraine : The crisis in Ukraine may impact the
Company's ability to execute an acquisition. However, the Directors
will review, on an ongoing basis, the options for the Company,
including raising additional funds.
Approved on behalf of the board of directors:
Dr Ludwik Sobolewski
Chairman
20 June 2022
HIGHWAY CAPITAL plc
Directors' report
Year ended 28 February 2022
Your directors have the pleasure in submitting their report and
the audited accounts for the year ended 28 February 2022, and
consider it to be fair, balanced and understandable.
Principal activity
The Company's business strategy is to identify, evaluate and
complete suitable acquisition opportunities.
Business review and management report
The loss on ordinary activities for the year before taxation was
GBP543,126 (2021: loss GBP134,781). After taxation and dividends,
the loss of GBP543,126 (2021: loss GBP134,781) has been transferred
to reserves.
The company continues to keep expenditure to a minimum in order
to preserve its cash resources. The company had cash at bank and in
hand of GBP4,974 at 28 February 2022 (2021: GBP41,170).
Events that have occurred since the end of the financial year
are detailed in note 16 to the accounts. Details of future
developments can be found in the Chairman's statement.
Principle risks and uncertainties
The principal risks and uncertainties that the company faces are
in identifying and acquiring suitable investments. The income of
the company fluctuates with movements in interest rates.
At the date of approving these financial statements the
directors are not aware of any adverse impact arising from the
crisis in Ukraine.
Dividends
The directors do not recommend the payment of a final dividend
for the year.
Directors
The following directors served during the year to 28 February
2022:
L. Sobolewski (Chairman)
M. Szytko
N. Mayster
B. Patnaik
Details of directors' remuneration, service contracts and
interests in the ordinary shares of the company are included in the
directors' remuneration report on pages 11 and 12.
Mr Mayster retires by rotation and offers himself for
re-election at the AGM. He does not have a service contract with
the company. Following formal performance evaluations, the Board
believes that the Chairman has performed effectively and that he
should be re-elected.
Biographies of directors
Ludwik Sobolewski , 56, was appointed a non-executive director
and Chairman on 22 January 2016. Mr Sobolewski currently serves as
CEO of the Bucharest Stock Exchange, where he has been charged with
a mission to implement a deep reform of the infrastructure of the
Romanian capital market, in cooperation with the Government, the
National Bank of Romania, the Romanian Financial Services Authority
and market participants. Prior to joining the Bucharest Stock
Exchange, Mr Sobolewski served as the CEO and President of the
Management Board of the Warsaw Stock Exchange. Mr Sobolewski's
background also includes serving as President of the Association of
Polish Lawyers and Executive Vice-President of the National
Depository for Securities. Mr Sobolewski is currently on the
supervisory boards of ZE PAK, a company listed on the Warsaw Stock
Exchange, the Financial Revision Commission of the Sztuka Media
Film Foundation and he is a member of the Council of the Teraz
Polska (Poland Now) Foundation, promoting small and medium
entrepreneurship.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
Maciej Szytko , 39, was appointed as a non-executive director on
19 September 2011. He is a Commercial Studies graduate from the
University of Westminster. Maciej has extensive experience in the
financial market gained through participation across a broad range
of projects and capital transactions, including PE/VC projects as
well as Equity and Debt Raising for both IPO and SPO transactions.
. He is currently a self-employed adviser and active investor in
public and private companies with a focus on the Commonwealth of
Independent States (CIS) and the Warsaw Stock Exchange (WSE), where
his first financial successes occurred.
Nicolay Mayster , 46, was appointed as non-executive director on
29 April 2019. He graduated in Tunisia in 1997 with a Bachelor
degree in Managerial Sciences, major - Banking Management. Nicolay
started his career in Tunisia as an equity analyst in Smart
Finance, a local research firm. In Bulgaria, he worked as an
analyst and a stock broker for a large brokerage firm before
starting Intercapital in 2001. Nicolay is a Chartered Financial
Analyst.
Biswanath Patnaik , 44, was appointed as non-executive director
on 27 November 2019. He holds an MBA and a Law degree from Utkal
University, and is a banker with operations in London, Singapore
and Dubai. Mr Patnaik is also a co-owner of a Multispeciality
Hospital in Bhubaneswar, India. He is the Chairman of an
international committee of a Social Action Foundation based out of
Delhi, which provides vocational training and education to under
privileged children. Biswanath's family owns three mines in the
state of Odisha in India, which extract iron ore, bauxite and
paraphyte.
Substantial shareholdings
At 28 February 2022 the company had been notified, in accordance
with the Disclosure and Transparency Rules of the Financial
Services Authority, of the following notifiable interests in the
ordinary share capital of the company:
Number of Ordinary Shares Percentage
Holding
Mrs C. C. Rowan 2,375,745 20.68%
M. Szytko 2,622,060 22.82%
N. Mayster 1,900,000 16.54%
D. Wheatley 435,644 3.79%
P. Fellerman 650,000 5.66%
Wildman Asset Management SA 850,000 7.40%
There have been no subsequent notified changes since the year
end.
Payment of suppliers
It is the company's policy to pay suppliers in accordance with
the terms agreed for each transaction.
Disclosure of information to auditor
The directors confirm that:
-- so far as each director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and
-- the directors have taken all the steps they ought to have
taken as directors in order to make themselves aware of any
relevant audit information and to establish that the Company's
auditor is aware of that information.
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.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
Qualifying third party indemnity provisions
The company's Articles of Association provide, subject to the
provisions of UK legislation, an indemnity for directors and
officers of the company in respect of liabilities they may incur in
defending certain proceedings against them.
Auditors
A resolution proposing that Shipleys LLP be re-appointed as
auditors of the company will be put to the annual general meeting
in accordance with Section 485 of the Companies Act 2006.
Going concern
The company is essentially a "cash shell" and apart from some
interest receivable, currently has no regular income stream. The
company is therefore dependent on its cash reserves and the
injection of new funding, to fund ongoing costs. During the year
ending 28 February 2022, the Company received net new loan funding
of GBP278,000 to enable it to pursue its investment strategy and
for working capital purposes.
All loans to the company have been recognised as current on the
basis that the Reverse Takeover is expected in the forthcoming
twelve months, at which point all loans will be converted to
equity.
After reviewing the company's budget for 2022/2023 and its
medium term plans, the directors have a reasonable expectation
that, given the opportunities for additional funding as needed, the
company will have adequate resources to continue in operational
existence for the foreseeable future. The directors do not
anticipate that the ongoing crisis in Ukraine will significantly
impact the company. The directors continue to adopt the going
concern basis in preparing the annual report and accounts. The
financial statements do not include any adjustments that would
result from the going concern basis being inappropriate.
If the company were unable to trade, adjustments would have to
be made to reduce the value of the assets to their recoverable
amounts, to provide for further liabilities that might arise and to
reclassify fixed assets as current assets where applicable.
The directors are satisfied that the company will be able to
meet its obligations as they fall due for at least 12 months from
the date of approval of the company's 28 February 2022 balance
sheet. As a result, the directors consider it appropriate to
prepare the financial statements on a going concern basis.
Greenhouse gas emissions and energy consumption
The Company is exempt from the requirements on disclosing its
annual quantity of emissions and energy consumption for which it is
responsible.
Post balance sheet events
As detailed by the Chairman in his Chairman's Statement, the
company is currently in the process of a Reverse Takeover by
Guinevere Capital Esports & Entertainment, which the directors
hope will be successfully concluded in due course.
Financial risk management
The company's financial risk management objective is to
minimize, as far as possible, the company's exposure to such risk
as detailed in note 18 to the accounts.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2022
S172 Statement
The Board believes that, individually and together, they have
acted in the way they consider, in good faith, would be most likely
to promote the success of the Company for the benefit of its
members as a whole, having regard to stakeholders and matters set
out in s172(1)(a-f) of the Companies Act 2006 in the decisions
taken during the year ended 28 February 2022.
Engagement with employees
The Company currently does not have any employees other than
directors or customers, but recognizes that the long-term success
of the business relies on effective engagement with customers and
employees.
Engagement with suppliers
The Company's only suppliers currently are those supplying
professional services. The Company manages relationships with
suppliers as closely as possible to ensure the services provided
meet the Company's high standards.
Engagement with shareholders
Feedback from investors is obtained through direct interaction
between the Company's Board. The voting record at the Company's
general meetings is monitored for any investor feedback/issues.
The Board recognizes the importance of effective communication
with its shareholders. A range of corporate information is
available on the Company's website and this statement and the
information within the Company's Annual Report provide details to
stakeholders on how the Company is governed. Company performance is
communicated to its shareholders and the market in its results
announcements, with further trading updates made where required and
appropriate
By order of the board
Maciej Szytko Director
20 June 2022
HIGHWAY CAPITAL plc
Directors' responsibility statement
Year ended 28 February 2022
The directors are responsible for preparing the strategic report
and the directors' report and the accounts in accordance with
applicable law and regulations.
Company law requires the directors to prepare accounts for each
financial year which give a true and fair view of the state of
affairs of the company and of the profit or loss for that period.
In preparing those accounts, 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 accounting standards, including
FRS 102 have been followed, subject to any material departures
disclosed and explained in the accounts;
-- notify its shareholders in writing about the use of
disclosure exemptions, if any, of FRS 102 used in the preparation
of accounts; and
-- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the accounts comply with the Companies Act 2006. They are also
responsible for the system of internal control, and for taking such
steps as are reasonably open to them to safeguard the assets of the
company and to prevent and detect fraud and other irregularities.
The directors are also responsible for ensuring that all
information relevant to the audit has been made available to the
auditors.
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.
The directors confirm that:
- so far as each director is aware, there is no relevant audit
information of which the company's
auditor is unaware; and
- the directors have taken all the steps that they ought to have
taken as directors in order to make
themselves aware of any relevant audit information and to
establish that the company's auditor is aware of that information
.
Under applicable law and regulations, the directors are also
responsible for preparing a strategic report, a directors' report,
directors' remuneration report and corporate governance statement
that comply with that law and those regulations.
The directors confirm that, to the best of their knowledge and
belief:
- the accounts in this document, prepared in accordance with
applicable UK law and accounting
standards, give a true and fair view of the assets, liabilities,
financial position and loss of the company; and
- the business review and management report in the directors'
report includes a true and 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.
By order of the board
Maciej Szytko Director
20 June 2022
HIGHWAY CAPITAL plc
Directors' remuneration report
Year ended 28 February 2022
Introduction
The information included in this report is not subject to audit
other than where specifically indicated.
Remuneration committee
The remuneration committee consists of the non-executive
directors, Ludwik Sobolewski and Maciej Szytko. This committee's
primary function is to review the performance of executive
directors and senior employees and set their remuneration and other
terms of employment. Since the disposal of its trading subsidiary
on 24 January 2001, the company has only had one executive director
and no senior employees. The committee is also responsible for
administering any share option scheme or bonus schemes.
The remuneration committee determines the company's policy for
the remuneration of directors, having regard to the UK Corporate
Governance Code and its provisions on directors' remuneration.
The remuneration policy
It is the aim of the committee to remunerate directors
competitively and to reward performance. Details of the
remuneration packages of individual directors are set out below.
There are currently no long term incentive plans, performance
bonuses or pension schemes in place. The only share options in
issue were to a former director, Dominic Wheatley, and these lapsed
during the period under review. The views of the shareholders have
been considered in the formulation of the remuneration policy,
including through meeting at the AGM. At the last AGM held, a
resolution was passed to approve the directors' remuneration
report. It is the intention to implement a similar directors'
remuneration policy in 2022/2023 to that in 2021/2022.
11
HIGHWAY CAPITAL plc
Directors' remuneration report continued
Year ended 28 February 2022
Service agreements and terms of appointment
None of the directors has a service contract with the
company.
Directors' interests
The directors' interests in the share capital of the company are
shown below. All interests are beneficial.
Number of ordinary shares
M. Szytko
N. Mayster
There have been no notified changes in the interests of the
directors since the year end.
Directors' emoluments (audited)
Directors' emoluments including amounts payable to third parties
in respect of directors' services are comprised as follows:
Basic Compensation Taxable 2022 2021
Non-executive directors: Fees Salary payment Benefits Total
Total
L. Sobolewski 36,000 - - - 36,000 36,000
M. Szytko 60,000 - - - 60,000 60,000
N. Mayster - - - - - -
B. Patnaik - - -
-
GBP96,000 GBP- GBP- GBP-
GBP96,000 GBP96,000
No pension contributions were made by the company on behalf of
its directors.
No director currently has share options, and no share options
were granted to or exercised by the directors during the period
under review. In connection with his resignation on 20 April 2016,
Mr Wheatley was granted 150,000 options to subscribe for new
ordinary shares in Highway Capital plc at a price of 20 pence per
share at any time until 20 April 2021, which lapsed during the
period under review.
Approval by shareholders
At the next annual general meeting of the company a resolution
approving this report is to be proposed as an ordinary
resolution.
This report was approved by the board on 20 June 2022 and signed
on its behalf by:
Dr Ludwik Sobolewski
Chairman and Head of Remuneration Committee
HIGHWAY CAPITAL plc
Corporate governance
Year ended 28 February 2022
The policy of the Board is to manage the affairs of the company
with reference to the UK Corporate Governance Code, which is
publicly available from the Financial Reporting Council. In July
2013 the company changed from a Premium to a Standard listing. The
listing is currently suspended.
Application of principles of good governance Board of
directors
The board currently comprises the non-executive Chairman, Ludwik
Sobolewski, and the three non-executive directors, Maciej Szytko,
Nicolay Mayster and Biswanath Patnaik. The articles of association
require a third, but not greater than a third, of the directors to
retire by rotation each year. Since the disposal of the company's
trading subsidiary on 24 January 2001 the company has not had a
Chief Executive. The Board intends to appoint a Chief Executive
when a new business is acquired.
There are regular board meetings each year and other meetings
are held as required to direct the overall company strategy and
operations. Board meetings follow a formal agenda covering matters
specifically reserved for decision by the Board. These cover key
areas of the company's affairs including overall strategy,
acquisition policy, approval of budgets, major capital expenditure
and significant transactions and financing issues.
The board has delegated certain responsibilities, within defined
terms of reference, to the audit committee and the remuneration
committee as described below. The appointment of new directors is
made by the board as a whole.
During the year ended 28 February 2022, there were 12 Board
meetings, 1 audit committee meeting and 1 remuneration committee
meeting. All meetings were fully attended .
The board undertakes a formal annual evaluation of its own
performance and that of its committees and individual directors,
through discussions and one-to-one reviews with the Chairman and
the senior independent director. The terms and conditions of
appointment of the non-excutive directors are available for
inspection at Eden House, Reynolds Road, Beaconsfield HP9 2FL.
Audit committee
The audit committee is currently headed by Ludwik Sobolewski,
the Chairman, and also comprises Maciej Szytko. The committee's
terms of reference are in accordance with the UK Corporate
Governance Code.
The committee reviews the company's financial and accounting
policies, interim and final results and annual report prior to
their submission to the board, together with management reports on
accounting matters and internal control and risk management
systems. It reviews the auditors' management letter and considers
any financial or other matters raised by both the auditors and
employees.
The committee considers the independence of the external
auditors and ensures that their objectivity and independence are
not impaired. During the year no non-audit services were provided
by the external auditors.
The committee has primary responsibility for making
recommendations to the board in respect of the appointment,
reappointment and removal of the external auditors.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2022
Remuneration committee
The remuneration committee is currently headed by Ludwik
Sobolewski, the Chairman, and also comprises Maciej Szytko.
The committee's primary function is to review the performance of
directors and senior employees and to set their remuneration and
other terms of employment. It is also responsible for administering
any share option and bonus schemes.
Relations with shareholders
The company encourages two-way communication with both its
institutional and private investors and responds promptly to all
queries received. An understanding of the views of the major
shareholders of the company has been developed, including through
meeting at the AGM.
Internal controls
The directors are responsible for internal control in the
company and for reviewing its effectiveness. Procedures have been
designed for safeguarding assets against unauthorised use or
disposition; for maintaining proper accounting records; and for the
reliability of financial information used within the business or
for publication. Such procedures are designed to manage rather than
eliminate the risk of failure to achieve business objectives and
can only provide reasonable and not absolute assurance against
material error, losses or fraud. In addition, there is an ongoing
process in place for identifying, evaluating and managing the
significant risks faced by the company.
The key procedures that the directors have established are
designed to provide effective internal control within the company
and are regularly reviewed by the board. This is in accordance with
The Turnbull Guidance provided by the Institute of Chartered
Accountants in England and Wales. Such procedures have been in
place throughout the period under review and up to the date of
approval of the annual report and accounts.
Due to the size of the company, all key decisions are made by
the board and the assessment and management of risk is an integral
part of the board's decision-making process.
The company's organisational structure has clear lines of
responsibility and the board continues to review systems to monitor
and investigate the major business risks facing the company.
The board has established control procedures for all key
financial areas of the business, which enable the board to maintain
full and effective control. These controls include defined
procedures for seeking and obtaining approval for major
transactions and controls relating to the security of assets. The
company operates a comprehensive budgeting and financial reporting
system.
The directors have reviewed the effectiveness of the company's
systems of internal control as they operated during the period
under review and consider that there have been no material losses,
contingencies or uncertainties caused by weaknesses in internal
controls. The directors do not consider that an internal audit
function is presently necessary as the company is a "cash
shell".
Going concern
The company is essentially a "cash shell" and apart from some
interest receivable, currently has no regular income stream. The
company is therefore dependent on its cash reserves and the
injection of new funding, to fund ongoing costs. During the year
ending 28 February 2022, the Company received net new loan funding
of GBP278,000 to enable it to pursue its investment strategy and
for working capital purposes.
All loans to the company have been recognised as current on the
basis that the Reverse Takeover is expected in the forthcoming
twelve months, at which point all loans will be converted to
equity.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2022
Going concern - continued
After reviewing the company's budget for 2022/2023 and its
medium term plans, the directors have a reasonable expectation
that, given the opportunities for additional funding as needed, the
company will have adequate resources to continue in operational
existence for the foreseeable future. The directors do not
anticipate that the ongoing crisis in Ukraine will significantly
impact the company. The directors continue to adopt the going
concern basis in preparing the annual report and accounts. The
financial statements do not include any adjustments that would
result from the going concern basis being inappropriate.
If the company were unable to trade, adjustments would have to
be made to reduce the value of the assets to their recoverable
amounts, to provide for further liabilities that might arise and to
reclassify fixed assets as current assets where applicable.
The directors are satisfied that the company will be able to
meet its obligations as they fall due for at least 12 months from
the date of approval of the company's 28 February 2022 balance
sheet. As a result, the directors consider it appropriate to
prepare the financial statements on a going concern basis.
Statement of compliance
In the opinion of the directors, the company has complied
throughout the year ended 28 February 2022 with all provisions
relevant to a company of its size set out in the UK Corporate
Governance Code, except for the items outlined below.
Code provision A.2.1 - Since the disposal of the company's
trading subsidiary on 24 January 2001 the company has not had a
Chief Executive. The board intends to appoint a Chief Executive
when a new business is acquired.
Code provision B.2.1 - A nomination committee has not been set
up, as the directors consider that it is not appropriate while the
company is a "cash shell" without any employees. The board intends
to set up a nomination committee when a new business is
acquired.
Code provision C.3.1 - Since the appointment of Ludwik
Sobolewski as non-executive Chairman on 22 January 2016, the
company has had one rather than at least two independent
non-executive directors on the audit committee.
HIGHWAY CAPITAL plc
Independent Auditors' Report to the members of Highway Capital
plc
Year ended 28 February 2022
Opinion
We have audited the financial statements of Highway Capital Plc
(the 'Company') for the year ended 28 February 2022 which comprise
the statement of comprehensive income, statement of financial
position, statement of changes in equity, statement of cash flows
and the related notes, including a summary of significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and United
Kingdom Accounting Standards, including FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs
as at 28 February 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the 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, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We draw attention to note 1 in the financial statements, which
indicates that the Company incurred a net loss of GBP543,126 and
had net liabilities of GBP1,669,035. As stated in note 1, these
events or conditions, along with the other matters as set forth in
note 1, indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
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.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below are
those that had the greatest effect on our audit strategy, the
allocation of resources in the audit and directing the efforts of
the engagement team.
Risk How the scope of our audit responded
to the risk
Management override of controls
Journals can be posted that We examined journals posted around
significantly alter the Financial the year end, specifically focusing
Statements of the entity. on areas which are more easily manipulated
such as accruals, prepayments and
the bank reconciliation.
---------------------------------------------
Going Concern
There is a risk that the entity We made enquiries with the Directors
may not be a going concern regarding how the Company will continue
due to net liabilities and to fund expenditure over the coming
lack of revenue. year. Attention was focused on the
additional loans to be provided
by shareholders and potential third
parties as required to ensure the
entity meets its liabilities as
they fall due for at least 12 months
from audit sign off.
---------------------------------------------
Bank letter
The bank letter was not received We examined bank statements and
at the date of the audit, other supporting records to ensure
giving rise to the potential that balances agreed, and to look
for undisclosed liabilities. for evidence of any undisclosed
financial liabilities.
---------------------------------------------
Company status and listing
rules We held discussions with management
Risk of non-compliance with together with
listed company status. review of correspondence with the
bank and LSE
documentation indicated no signs
of non-compliance.
---------------------------------------------
Convertible loans
Risk that convertible loans The assumptions used around company
had not been calculated correctly. cost of capital for the purposes
of the calculation were reviewed
with comparisons to similar loans
with third parties. The calculations
were reviewed.
---------------------------------------------
Accounting Estimates
Potential risk of inappropriate Accruals were agreed to expected
accounting estimates around costs and supporting documentation,
accruals giving rise to misstatement and other areas were examined to
in the accounts. identify any potential accounting
estimates.
---------------------------------------------
Creditors
Risk that creditors have been Substantive testing undertaken within
understated as no audit accrual unreconciled liabilities and accruals
or audit fee can be seen at in which a review of post year end
the planning stage payments, statements and invoices
were obtained and examined to ensure
creditors at the reporting date
had not been understated.
---------------------------------------------
Our audit procedures relating to these matters were designed in
the context of our audit of the Financial Statements as a whole,
and not to express an opinion on individual accounts or
disclosures. Our opinion on the Financial Statements is not
modified with respect to any of the risks described above, and we
do not express an opinion on these individual matters.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Our application of materiality
We define materiality as the magnitude of misstatement in the
Financial Statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning and in the scope of
our audit work and in evaluating the results of our work.
We determined materiality for the Company to be GBP23,642, which
is less than 5% of results before tax and less than 2% of net
liabilities. We agreed with the Audit Committee that we would
report to them all audit differences in excess of 5% of
materiality, as well as differences below that which would, in our
view, warrant reporting on a qualitative basis. We also report to
the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the Financial Statements.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
the information given in the strategic report and the directors'
report for the financial period for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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.
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
we have not received all the information and explanations we
require for our audit.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 10, 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
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined the
most significant are those that relate to the reporting framework
((FRS 102 The Financial Reporting Standard applicable in the UK and
Republic of Ireland (United Kingdom Generally Accepted Accounting
Practice), the Companies Act 2006)) and the relevant tax compliance
regulations in which the Company operates.
-- We understood how the Company is complying with those
frameworks by making enquiries on the management and those
responsible for legal and compliance procedures. We corroborated
our enquiries through our review of board minutes and any
correspondence received from regulatory bodies.
-- We assessed the susceptibility of the Company's financial
statements to material misstatement, including how fraud might
occur by enquiring with management during the planning, fieldwork
and completion phase of our audit. We considered the controls that
the Company has established to address risks identified, or that
otherwise prevent, deter and detect fraud and how management
monitors those controls. Where the risk was considered to be
higher, we performed audit procedures to address each identified
fraud risk including revenue recognition. These procedures included
testing manual journals and were designed to provide reasonable
assurance that the financial statements were free from fraud or
error.
-- Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved journal entry testing, with a focus on manual
journals and journals indicating large or unusual transactions
based on our understanding of the business; enquiries of the
management and focus testing.
A further description of our responsibilities is available on
the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2022
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.
Shane Moloney (Senior Statutory Auditor)
For and on behalf of Shipleys LLP
Chartered Accountants & Statutory Auditor
10 Orange Street, Haymarket
London WC2H 7DQ
20 June 2022
HIGHWAY CAPITAL plc
Statement of comprehensive income
Year ended 28 February 2022
Notes 2022 2021
GBP GBP
---------------------------------------- ----- ----------- -----------
Management fees 2 - 164,500
Administrative expenses (543,132) (299,290)
---------------------------------------- ----- ----------- -----------
Operating loss 3 (543.132) (134,790)
Interest receivable 6 9
Administrative expenses (183,689) (178,759)
Loss for the financial period and total
comprehensive income (543,126) (134,781)
---------------------------------------- ----- ----------- -----------
Basic loss per share 8 (4.73)p (1.17)p
---------------------------------------- ----- ----------- -----------
Diluted loss per share 8 (4.73)p (1.17)p
Basic loss per share from continuing
operations 8 (4.73)p (1.17)p
Diluted loss per share from continuing
operations 8 (4.73)p (1.17)p
Continuing operations
There are no acquired or discontinued operations in the above
two financial periods.
Statement of comprehensive income
The company has no items of other comprehensive income other
than the profit or loss for the above two financial periods.
The notes on pages 25 to 31 form part of these Financial
Statements.
HIGHWAY CAPITAL plc
Statement of financial position
As at 28 February 2022
Notes 2022 2021
GBP GBP
-------------------------------------- ----- -------------- --------------
Current assets
Debtors 10 27,470 17,231
Cash at bank and in hand 4,974 41,170
-------------------------------------- ----- -------------- --------------
32,444 58,401
Creditors: amounts falling due within
one year 11 (1,701,479)) (718,372)
-------------------------------------- ----- -------------- --------------
Net current liabilities (1,669,035) (659,971)
-------------------------------------- ----- -------------- --------------
Total assets less current liabilities (1,669,035) (659,971)
Creditors: amounts due after more
than one year 12 - (465,938)
Net liabilities GBP(1,669,035) GBP(1,125,909)
-------------------------------------- ----- -------------- --------------
Capital and reserves
Share capital 14 229,804 229,804
Share premium account 17 474,971 474,971
Profit and loss account 17 (2,373,810) (1,830,684)
-------------------------------------- ----- -------------- --------------
Total equity shareholders' deficit GBP(1,669,035) GBP(1,125,909)
-------------------------------------- ----- -------------- --------------
Approved by the board on 20 June 2022
Ludwik Sobolewski
Chairman
Company registration no. 02991159
The notes on pages 25 to 31 form part of these Financial
Statements.
HIGHWAY CAPITAL plc
Statement of changes in equity
Year ended 28 February 2022
Share Share Profit
capital Premium and loss Total
account account
------------------------------- ---------- ---------- -------------- --------------
Balance at 1 March 2020 229,804 474,971 (1,695,903) (991,128)
-------------------------------- ---------- ---------- -------------- --------------
Period ended 28 February 2021:
Loss and total comprehensive
income for the year - - (134,781) (134,781)
Issue of new equity (net of - - - -
costs)
---------- ---------- -------------- --------------
Balance at 28 February 2021 229,804 474,971 (1,830,684) (1,125,909)
-------------------------------- ---------- ---------- -------------- --------------
Period ended 28 February 2022:
Loss and total comprehensive
income for the year - - (543,126) (543,126)
Issue of new equity (net of - - - -
costs)
-------------------------------- ---------- ---------- -------------- --------------
Balance at 28 February 2022 GBP229,804 GBP474,971 GBP(2,373,810) GBP(1,669,035)
-------------------------------- ---------- ---------- -------------- --------------
The notes on pages 25 to 31 form part of these Financial
Statements.
HIGHWAY CAPITAL plc
Statement of cash flows
Year ended 28 February 2022
2022 2021
GBP GBP
--------------------------------------- ---- ---------- ------------
Cash flows from operating activities
Loss for the financial period (543,126) (134,781)
Adjustments for:
Interest receivable (6) (9)
--------------------------------------------- ---------- ------------
Changes in:
Trade and other debtors (10,239) (10,665)
Trade and other creditors 237,901 4,099
--------------------------------------------- ---------- ------------
Cash generated from operations (315,470) (141,356)
Interest received 6 9
--------------------------------------------- ---------- ------------
Net cash from operating activities (315,464) (141,347)
--------------------------------------------- ---------- ------------
Cash flows from financing activities
Issue of new equity (net of costs) - -
Proceeds from loans to company 278,000 408,572
Repayment and conversion of loans
to company - (227,615)
Net cash from financing activities 278,000 180,957
--------------------------------------------- ---------- ------------
Net (decrease)/ increase in cash
and cash equivalents (37,464) 39,610
Cash and cash equivalents at
beginning of period 37,153 (2,457)
--------------------------------------------- ---------- ------------
Cash and cash equivalents at
end of period (311) 37,153
--------------------------------------------- ---------- ------------
Net cash reconciliation
Cash at bank and in hand 4,974 41,170
Bank loans and overdrafts (note
11) (5,285) (4,017)
--------------------------------------------- ---------- ------------
Cash and cash equivalents at
end of period (311) 37,153
--------------------------------------------- ---------- ------------
The notes on pages 25 to 31 form part of these Financial
Statements
HIGHWAY CAPITAL plc
Notes to the accounts
Year ended 28 February 2022
The company is a public limited company (limited by shares)
incorporated in the United Kingdom. The registered office and
principal place of business address is Eden House, Reynolds Road,
Beaconsfield, Buckinghamshire, HP9 2FL. The principal activity of
the company is to identify, evaluate and complete suitable
acquisition opportunities.
1. Accounting policies
Statement of compliance
These financial statements have been prepared in compliance with
FRS 102, "The Financial Reporting Standard applicable in the UK and
the Republic of Ireland".
Basis of accounting
The accounts have been prepared under the historical cost
convention and in accordance with applicable accounting
standards.
Highway Capital plc does not prepare consolidated accounts and
the directors have therefore continued to prepare its accounts in
accordance with FRS 102 rather than international accounting
standards.
The financial statements are prepared in sterling, which is the
functional currency of the entity.
Going concern
The company is essentially a "cash shell" and apart from some
interest receivable, currently has no regular income stream. The
company is therefore dependent on its cash reserves and the
injection of new funding, to fund ongoing costs. During the year
ending 28 February 2022, the Company received net new loan funding
of GBP288,000 to enable it to pursue its investment strategy and
for working capital purposes.
After reviewing the company's budget for 2022/2023 and its
medium term plans, the directors have a reasonable expectation
that, given the opportunities for additional funding as needed, the
company will have adequate resources to continue in operational
existence for the foreseeable future. The directors continue to
adopt the going concern basis in preparing the annual report and
accounts. The financial statements do not include any adjustments
that would result from the going concern basis being
inappropriate.
All loans to the company have been recognised as current on the
basis that the Reverse Takeover is expected in the forthcoming
twelve months, at which point all loans will be converted to
equity.
If the company were unable to trade, adjustments would have to
be made to reduce the value of the assets to their recoverable
amounts, to provide for further liabilities that might arise and to
reclassify fixed assets as current assets where applicable.
The directors are satisfied that the company will be able to
meet its obligations as they fall due for at least 12 months from
the date of approval of the company's 28 February 2022 balance
sheet. As a result, the directors consider it appropriate to
prepare the financial statements on a going concern basis. The
accounts do not include any adjustments that would result if the
company were unable to continue as a going concern.
At the date of approving these financial statements the
directors are not aware of any significant adverse impact arising
from the crisis in Ukraine.
Consolidation
At 28 February 2022, Highway Capital plc was a stand-alone
company and is therefore not required to prepare consolidated
accounts.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect
of taxation deferred by timing differences between the treatment of
certain items for taxation and accounting purposes, if those timing
differences are
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
Deferred taxation continued
not permanent and have originated but not reversed by the
balance sheet date. The deferred tax balance has not been
discounted.
Foreign currencies
Profit and loss account transactions denominated in foreign
currencies are translated into sterling and recorded at the rate of
exchange ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated at
the rate of exchange ruling at the balance sheet date. All
differences are taken to the profit and loss account.
Turnover
Revenue relates to management fees receivable for services
carried out in the UK, and is recognised on the delivery of
services to which it relates at the fair value of the consideration
received or receivable based on agreed rates net of discounts, VAT
and other sales related taxes.
Interest receivable
Interest receivable is recognised as income in the period on the
effective income basis.
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the
directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities
that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may
differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or
in the period of the revision and future periods where the revision
affects both current and future periods.
The directors have considered the above and do not believe that
there are any estimates or assumptions which have a significant
effect on the amounts recognised in the financial statements that
require disclosure.
Financial instruments and financial liabilities
The Company's financial instruments comprise cash, trade debtors
and trade creditors that arise directly from its operations and are
measured at their transaction price. The Company's policy has been,
and continues to be, that no speculative trading in financial
derivatives shall be undertaken.
Basic financial liabilities, including creditors, bank loans,
loans from investors and convertible loan notes, are initially
recognized at transaction price unless the arrangement constitutes
a financing transaction, where the debt instrument is measured at
the present value of the future payments discounted at a market
rate of interest. Financial liabilities classified as payable
within one year are not amortised.
Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are capitalised as
part of the cost of that asset. Other borrowing costs are
recognised as an expense in the period in which they are
incurred.
2. Turnover
Turnover relates to management fees receivable for services
carried out in the UK - GBPnil (2021: GBP164,500).
3. Operating loss
This is stated after charging: 2022 2021
Directors' remuneration - Salaries and fees GBP96,000 GBP96,000
Auditors' remuneration - Audit fees GBP15,000 GBP15,000
Auditors' remuneration - Non-audit fees GBP97,500 -
--------- ---------
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
4 . Employees
The average number of employees, including directors and key
management personnel, during the year was made up as follows:
2022 2021
No. No.
Directors 4 4
------------- -------------
4 4
------------- -------------
Employee costs, including directors and key management personnel,
during the year amounted to:
2022 2021
Salaries and fees 96,000 96,000
------------- -------------
GBP96,000 GBP96,000
------------- -------------
5. Directors' remuneration
Information relating to directors' emoluments is included in the
directors' remuneration report on pages 11 and 12
There were no key management personnel in the year, other than
directors.
6. Taxation Based on the loss for the year:
2022 2021
U.K. corporation tax at 19% (2021: 19%) - -
------------ ------------
GBP- GBP-
------------ ------------
The tax assessed on the loss on ordinary activities for the period
is lower than the standard rate of corporation tax in the UK of
19% (2021: 19%).
Factors affecting the tax credit for the year
Loss on ordinary activities before taxation GBP(543,126) GBP(134,781)
------------ ------------
Loss on ordinary activities before taxation
multiplied by the small company rate of UK
corporation tax of 19% (2021: 19%) GBP(103,194) GBP(25,608)
------------ ------------
Effects of:
Current period tax losses not utilized 58,136 25,600
Disallowed expenditure 45,058 8
------------ ------------
GBP103,194 GBP25,608
------------ ------------
Current tax credit GBP- GBP-
------------ ------------
The company has estimated losses of GBP2,659,000 (2021:
GBP2,353,000) that may be available for carry forward against
future profits, and estimated capital losses of GBP1,471,000 (2021:
GBP1,471,000) that may be available for carry forward against
future chargeable gains. No deferred tax asset has been recognised
in the accounts in respect of these unrelieved losses.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
7. Dividends
2022 2021
Interim dividend paid per share - -
GBP- GBP-
8. Loss per share
The loss per ordinary share calculation has been based on the
loss attributable to ordinary shareholders of GBP543,126 (2021
loss: GBP134,781), divided by 11,490,201 (2021: 11,490,201), being
the weighted average number of ordinary shares in issue during the
year. There is no difference between the basic and the diluted loss
per ordinary share. There are no discontinued operations in either
period and, therefore, the basic and the diluted loss per ordinary
share from continuing operations are the same as the basic and the
diluted loss per ordinary share.
9. Capital commitments
At 28 February 2022 the company had no capital commitments or
contracts for capital expenditure (2021: GBPnil).
10. Debtors
2022 2021
Other debtors 27,470 10,231
Prepayments - 7,000
-------------- -----------
GBP27,470 GBP17,231
-------------- -----------
11. Creditors: amounts falling due within
one year
2022 2021
Loans payable 998,938 255,000
Bank overdraft 5,285 4,017
Trade creditors 225,921 22,575
Accruals 471,335 436,780
GBP1,701,479 GBP718,372
-------------- -----------
The loan note holders have all confirmed that they wish to convert
their loans to equity when the company completes a suitable acquisition.
These loans are unsecured, convertible at the holder's request
into new ordinary shares in the company at a price of 5 or 10
pence per share; in the event that the loans are not repaid or
converted prior to their maturity date then they will attract
accrued interest at a rate of 5% or 12% per annum..
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
12. Creditors: amounts due after more than
one year
(a) The creditors due after more than one year of GBPnil (2021:
GBP465,938) are made up of loans payable.. These loans are
unsecured, repayable after two or five years, convertible at the
holder's request into new ordinary shares in the company at a price
of 5 or 10 pence per share; in the event that the loans are not
repaid or converted prior to their maturity date then they will
attract accrued interest at a rate of 5%per annum.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts,
based on a 19% rate of tax, amounts to GBP784,000 (2021: based on a
19% rate of tax GBP726,000). Of this amount, GBP279,000 may be
recoverable by the company against future chargeable gains, and
GBP505,000 may be recoverable against future profits.
14. Share capital Number Nominal Number Nominal
of Shares Value of Shares Value
2022 2022 2021 2021
Allotted, called-up and fully
paid:
Ordinary shares of 2p each 11,490,201 GBP229,804 11,490,201 GBP229,804
------------------------------ ------------ ------------ -------------- ------------
Each 2p ordinary share is entitled to one vote in any
circumstances; All dividends shall be apportioned and paid
proportionately to the amount paid up on the ordinary shares during
any proportion or proportions of the period in respect of which the
dividend is paid; No shares of the company are currently redeemable
or liable to be redeemed at the choice of the company or the
shareholder.
The company also has convertible loan notes in issue which if
fully converted would increase the number of ordinary shares
allotted by 13,979,320 shares. These shares would benefit from all
the rights and benefits as detailed above.
15. Related party transactions
The company has no ultimate controlling party.
As at the balance sheet date, there are loans of GBP31,288
(2021: GBP31,288) due from the company to B Patnaik, a director;
and GBP70,000 (2021: GBP70,000) due to D Zych, a former director
and a shareholder. The terms of these loans are set out in note 12
above.
As at the balance sheet date there is a loan of GBP255,000
(2021: GBP255,000) due from the company on normal commercial terms
to N Mayster a director and shareholder of Highway Capital PLC. The
terms are interest at 5% and this is considered reasonable and in
line with third party market rates available to the entity.
No other related party transactions were undertaken as such that
are required to be disclosed under FRS 102.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
16. Post balance sheet events
As detailed by the Chairman in his Chairman's Statement, the
company is currently in the process of a Reverse Takeover by
Guinevere Capital Esports & Entertainment, which the directors
hope will be successfully concluded in due course.
At the date of approving these financial statements the
directors are not aware of any significant adverse impact arising
from the crisis in Ukraine
17. Reserves
Share premium account - This reserve records the amount above
the nominal value received for shares sold, less transaction
costs.
Profit and loss account - This reserve records retained earnings
and accumulated losses.
18. Other financial commitments
At 28 February 2022 the company had no commitments under non-
cancellable operating leases or finance leases (2021: GBPnil).
19. Financial instruments
The Company's financial instruments comprise cash, trade debtors
and trade creditors that arise directly from its operations. The
Company's policy has been, and continues to be, that no speculative
trading in financial derivatives shall be undertaken.
The cash is held in bank current and premium accounts and on
treasury deposit, which receive varying rates of interest that is
recognised on a receivable basis. All financial assets and
liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated
by discounting expected future cash flows at prevailing interest
rates, is not materially different from their book value, and is as
follows:
2022 2021
Financial assets
Trade and other receivables 27,470 17,231
Cash at bank 4,974 41,170
GBP32,444 GBP58,401
Financial liabilities
Bank overdraft 5,285 4,017
Trade and other payables 697,256 459,355
Loans payable 998,938 255,000
GBP1,701,479 GBP718,372
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2022
The fair value of the financial assets and financial liabilities
is equal to their carrying values. All financial assets are
categorized as loans and receivables and all financial liabilities
are categorized as financial liabilities at amortized cost.
Hedging
The Company makes no use of forward currency contracts, other
financial derivatives or hedging.
Interest rate risk
The Company does not have an interest rate policy in isolation
but regularly reviews the interest rates being received on
deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk
is to align the anticipated timing of expenditure with the
availability of its cash balances.
20. Net debt reconciliation
1 March 28 February
2021 Cash flows 2022
GBP GBP GBP
Cash at bank and in hand 41,170 (36,196) 4,974
Bank overdrafts (4,017) (1,268) (5,285)
37,153 (37,464) (311)
------------------------- ------- ------------ -----------
HIGHWAY CAPITAL plc
Company information
Directors Ludwik Sobolewski (non-executive Chairman)*
Maciej Szytko (non-executive director)*
Nickolay Mayster (non-executive director)
Biswanath Patnaik (non-executive director)
Secretary, registered office, and principal Maciej Szytko
place of business Eden House, Reynolds Road
Beaconsfield HP9 2FL
Place of incorporation England and Wales
Registrars and share transfer office Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Share price information Information about the day-to-day
movement of the
Company's share price can be obtained from the London Stock
Exchange: Code HWC
Auditors Shipleys LLP
Chartered Accountants 10 Orange Street London WC2H 7DQ
Bankers Barclays Bank Plc
The Lea Valley Group 78 Turners Hill
Cheshunt
Herts EN8 9BW
Solicitors Goodman Derrick
10 St Bride Street
London EC4A 4AD
HIGHWAY CAPITAL plc
THE FOLLOWING DOES NOT FORM PART OF THE FINANCIAL STATEMENTS
Financial review
Year to Year to Year to Year to Year to
28.2.2022 28.2.2021 29.2.2020 28.2.2019 28.2.2018
---------------------------- ---------- ------------ ------------ ------------ ----------
Management fees - 164,500 - - -
Other income - - - - -
Administrative expenses (543,132) (299,290) (292,425) (207,689) (178,756)
---------------------------- ---------- ------------ ------------ ------------ ----------
Operating profit/(loss) (543,132) (134,790) (292,425) (207,689) (178,756)
Profit on disposal of - - - - -
subsidiaries
Income from fixed asset - - - - -
investments
Interest receivable 6 9 44 8,326 33,209
Amount written back/(off)
investments - - - (38,172) 199,925
---------------------------- ---------- ------------ ------------ ------------ ----------
Profit/(loss) on ordinary
activities before taxation (543,126) (134,781) (292,381) (237,535) 54,378
Taxation - - - - -
---------------------------- ---------- ------------ ------------ ------------ ----------
Profit/(loss) on ordinary
activities after taxation (543,126) GBP(134,781) GBP(292,381) GBP(237,535) GBP54,378
---------------------------- ---------- ------------ ------------ ------------ ----------
Earnings/(loss) per
share (4.73)p (1.17)p (2.54)p (2.48)p 0.57p
Diluted earnings/(loss)
per share (4.73)p (1.17)p (2.54)p (2.48)p 0.55p
Dividend per share nil nil nil nil nil
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END
FR SEWFFEEESELM
(END) Dow Jones Newswires
June 22, 2022 07:51 ET (11:51 GMT)
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