Annual Report
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Wildcat Petroleum plc (LSE: WCAT), a company targeting investment opportunities in business and assets within the upstream sector of the petroleum industry, is pleased to announce the publication of its audited Annual Report and Accounts for the year ended 30 June 2023.
Financial and Operational Highlights (FY 30 June 2023)
- Current assets of £153,303 (30 June 2022: £179,699)
- Cash balance of £135,765 (30 June 2022: £153,701)
- Net assets of £107,975 (30 June 2022: £108,002)
- Loss before taxation of £261,997 (30 June 2022: Loss of £305,744)
Post Year End
- Fundraising of £450,000 before expenses (£ 393,750 net) - via a placing of new shares announced 16 October 2023
Please find a full copy of the Annual Report and Financial Statements below.
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
Directors' strategic report
The Directors present the strategic report for the period from 1 July 2022 to 30 June 2023.
Chairman's Report
The last financial year has been an eventful but also frustrating one for the Board and the Company' shareholders.
In the period the Company has made a loss of £261,997. At the balance sheet date, the Company had Current assets (including a cash balance of £135,765) totalling £153,503, Current Liabilities of £45,528 and Net assets of £107,975. As reported below, since the year end a further £393,750 net has been raised.
During this period, the following positive events have occurred and been reported upon in relevant RNS (Regulatory News Statements) to the London Stock Exchange:
In October 2022, the Company signed a Memorandum of Understanding with the Sudanese Oil Ministry regarding possible involvement in developing the oil and gas resources in certain onshore blocks. Although this MOU has now lapsed, both parties agreed to continue discussions on the subject - with the latest positive developments reported below.
On the 3 October 2022, the Company announced an investment of £50,000 into the Company by Waterford Finance and Investment - via the issue of 10 million new shares.
On the 27 of October 2022, the Company raised £ 225,500 gross (£ 211,970 net) by the issue of 18,040,000 new ordinary shares.
On the 26th of June 2023, the Company announced that it had signed an MOU with a third party regarding possible funding of up to USD 25 million in future Sudan oil deals (subject to Due Diligence).
As reported in the interim statement the Company was focused on signing a Production Sharing Agreement (PSA) with the Sudanese government over at least one of Block 1,3,4 and 5 by the end of 2023. Unfortunately, this is now very unlikely to happen in 2023, in a large part as a consequence of the attempted coup in the country on 15 April 2023 which has meant it has been extremely difficult to fly into the country and that remains to be the case.
Since the financial year end (June 30 2023) there have been a number of key developments, which I'm delighted to say our encouraging:
- The Company has been working with the Director General of OEPA (Oil Exploration & Production Administration) in order to get Wildcat on the ground pumping oil. On his advice in September 20023 the Company has opened a temporary office in Juba, South Sudan (to provide safe access to the oil fields in Heglig in the Republic of Sudan.)
- The indication from OEPA that they would be prepared to sign a Service Agreement with the Company with a view to increasing oil production on the Bamboo oil field (to be renamed 'the Wildcat Field'). Once the political situation has settled down. The Company is hopeful it will be able to convert the Service Agreement to a Production Sharing Agreement; and
- The successful placing of new shares on 16 October 2023 which raised £ 393,750 net of expenses and, together with its current cash position, provides the Company with sufficient working capital for at least the next 12 months.
I would like to thank shareholders for their continued support.
For a further review of the Company's strategic objectives, please refer to the items below.
Principal risks and uncertainties
The prime objective of the Company is to work and invest in the upstream sector of the petroleum industry - namely exploration, appraisal, development and production of oil and gas.
The Company's stated objectives were outlined in its IPO Prospectus - Namely:
The Company's intention is to either take a minority stake or acquire control of a business, either of which may constitute a Reverse Takeover under the Listing Rules.
In the event that an Acquisition presents itself which would require the raising of additional capital, the Directors will raise additional equity, debt and/or other financial instruments to finance such an Acquisition. The Directors will not receive a bonus/reward for the successful completion of an Acquisition.
The Company may enter into strategic collaborations with oil consultancies, oil companies or prominent individuals within the oil sector, who may be able to assist the Company to source a suitable asset.
In assessing any potential acquisition, the Board will pay particular attention to the following factors when making the acquisition:
- Businesses which are profitable or potentially profitable within the period of 1-2 years from acquisition;
- Assets which don't require a large capital expenditure;
- Assets with low cost of acquisition and potentially significant up-side.
The Board will seek to draw on its experience in both the petroleum industry and the financial industry in order to access suitable targets and fund an Acquisition.
The Directors' objective is to create long term value for shareholders by building Wildcat, through its targeted investments, into a successful Company within the upstream sector of the petroleum industry.
Development and performance
In the period the Company has made a loss of £261,997. At the balance sheet date, the Company had Current assets (including a cash balance of £135,765) totalling £153,503, Current Liabilities of £45,528 and Net assets of £107,975.
Since the year end the company raised £450,000 gross (£393,750 net of expenses) by way of a placing of new ordinary shares. This was announced to the Market on 16 October 2023 via an RNS.
Key performance indicators
The Company recognises that the oil and gas business is in a transitional period to net zero carbon emissions by the middle of the century; and that an increasing number of traditional oil companies (e.g BP, Shell, Equinor) are embracing this and have started to move their activities away from oil and gas to renewables. However this does not alter the importance of oil and gas in the energy mix and the need to develop these resources to meet global demand and enable transition - allowing the developing countries, in Africa for example, to benefit from the revenues generated and their need for reliable power.
Now, more than ever oil and gas development must be done in a responsible way.
With major companies disposing of their oil and gas assets, the Company sees an opportunity to acquire assets. We can note that money will still be available for projects which can be done in a responsible way (e.g associated gas is captured for re-injection or use rather than flared into the atmosphere).
The Company has summarised the Risks and Uncertainties in its IPO Prospectus. Namely:
Other performance indicators
The Company is subject to the following key risks and uncertainties:
Force Majeure
Wildcat's operations, now or in the future, may be adversely affected by risks outside the control of the Company including war, terrorism or threats of terrorism, civil disorder, subversive activities or sabotage, fires, floods, explosions, or other catastrophes, epidemics or quarantine restrictions. Such high-probability, high-impact events, especially in less well-developed parts of the world where undiscovered commercial oil reserves remain, could have a material, negative effect on the market price of Wildcat's Shares.
Wildcat will be Investing into Upstream Petroleum Activities
Wildcat will invest into upstream petroleum activities such as exploration, appraisal, development and production of oil and gas. This part of the petroleum industry is much more risky than downstream petroleum activities such as the transport, refining or marketing of petroleum products. The upstream petroleum sector is closely tied to the performance of the global economy. As a result, the identified sector may be affected by changes in general economic activity and specifically the price of oil and gas. The Company's revenue, profitability and future rate of growth will depend substantially on the prevailing price of oil and gas, which can be volatile. Changes in the price of these commodities will directly affect the Company's revenue and net income. The price of oil and gas is subject to fluctuations and volatility in response to a variety of factors beyond the Company's control, including, but not limited to changes in the global supply and demand of oil and gas, changes in global and regional economic conditions and exchange rate fluctuations, political, economic and military developments in the commodity producing region, prevailing weather conditions, geo-political uncertainties, petroleum regulations, Government regulations, in particular, export restrictions and taxes, the ability of suppliers and third party contractors to perform in a timely basis under their agreements and potential influence on commodity prices due to the large volume of derivate transactions on the commodity exchanges and over-the-counter markets. Therefore, any deterioration of the global economy or the price of oil and gas could have an adverse effect on the Company's business, prospects, financial condition and results of operations.
Other information and explanations
Exploration and Development Risks
Petroleum exploration and development can be highly speculative in nature and involve a high degree of risk. The economics of developing petroleum assets are affected by many factors including the cost of operations, variation in the quality of the commodity, fluctuation in the price of oil/gas, fluctuation in exchange rates, and costs of development infrastructure and processing equipment. Also factors such as government regulations, including regulations relating to royalties, allowable production, export restrictions and environmental protection can significantly affect the Company's performance. There is also the risk that oil and gas are not successfully discovered after incurring significant costs to do so, resulting in a write off of the investment. As a result of these uncertainties, there can be no guarantee that any of the Company's investments will result in profitable commercial operations.
Activities in the Upstream Petroleum sector can be Dangerous and may be subject to Interruption
The Company's operations may be subject to significant hazards and risks inherent to the upstream petroleum sector and countries in which it intends to operate. These hazards and risks include but are not limited to explosions and fires, natural disasters, equipment breakdowns and other mechanical or system failures, disruption of production operations, improper installations or operation of equipment, transport, delivery and equipment supply disruption, acts of political unrest, war and terrorism and local community opposition and activities.
Wildcat's Operations will be subject to all Risks incidental to the Development and Production of Petroleum Assets
The Company's future operations will be subject to all of the risks normally incidental to the development and production of petroleum assets. These include encountering unexpected geological formations, equipment failure, accidents, adverse weather conditions, diseases impacting the health of personnel, pollution and other environmental risks.
If any of these events occur, they could result in environmental damage, injury to persons/loss of life and failure to produce commodities in commercial quantities. They could also result in significant delays to operations, partial or total shutdown of operations, significant damage to equipment and personal injury or wrongful death claims being brought against the Company.
Limitations on the Board's Experience
The Company believes that the growth of the Company's future operations will be largely attributable to the efforts of the members of the Board, who have played and continue to play a critical role in the business. The Company will therefore rely heavily on the combined experience of the Board, both in the oil and gas sector and in the financial sector, to identify potential acquisition opportunities and to execute the Acquisition. The Board is confident that this combined experience will allow them to carry out their investment objectives as detailed in this document. However, there are limitations on the Directors' experience and know-how in relation to the oil and gas sector, specific assets they may be looking at and in their knowledge of the countries or regions in which potential target assets may be located such as Africa. This may impact the Company's ability to successfully identify and make the Acquisition and identify suitable acquisition opportunities and therefore this may have a material adverse impact on the financial and commercial performance of the Company.
Future Coronavirus Outbreak
Wildcat's operations and/or its financial condition, may be adversely affected by a future COVID-19 type pandemic which would have a noticeable impact on global economic growth and cause disruption to financial markets and business activity in the UK and globally.
Risk summary:
The risks are expanded upon and further risks are discussed on pages 11 to 26 of the IPO Prospectus which can be found in the Information section of Wildcat's website: www.wildcatpetroleum.co.uk. The ones which the company consider still relevant are:
Summary of Risk categories:
- Force Majeure
- Wildcat will be Investing into Upstream Petroleum Activities
- Exploration and Development Risks
- Estimates of Petroleum Reserves and Resources
- Activities in the Upstream Petroleum sector can be Dangerous and may be subject to Interruption
- Wildcat's Operations will be subject to all Risks incidental to the Development and Production of Petroleum Assets
- Wildcat may be unable to obtain or renew required drilling rights or exploration and extraction rights and concessions, licences, permits and other authorisations
- Exploration development and production activities are capital intensive and inherently uncertain in their outcome. As a result, Wildcat may not generate a return on its investments or recover its costs and it may not be able to generate cash flows or secure adequate financing for its future objectives
- Exploration development and production activities are inherently subject to a number of potential drilling and production risks and hazards which may affect the ability of Wildcat, if it acquires or establishes any oil and gas activities to produce oil and gas at expected levels, increase operating costs and/or expose the Company and/or its Directors to legal liability
- Limitations on the Board's Experience
- Reliance on Key Personnel
- Reliance on Third Party Contractors
- Possible use of Blockchain Technology
- Existing and proposed legislation and regulation affecting greenhouse gas emissions may adversely affect Wildcat's operations
- Political, legal and commercial instability in the countries in which the oil and gas sector may operate could affect the viability of Wildcat's operations
- Failure to Manage Relationships with Local Communities, Government and Non-Government Organisations could adversely affect future growth potential of Wildcat
- Unfavourable economic conditions would adversely impact Wildcat's results and/or financial condition.
- Wildcat may be subject to foreign investment and exchange risks
- There is no assurance that Wildcat will identify suitable acquisition opportunities in a timely manner or at all which could result in a loss on your investment
- Wildcat may be unable to complete the Acquisition or to fund the operations of the target business if it does not obtain additional funding
- Dividend payments on the Shares are not guaranteed
- Wildcat may face significant competition for acquisition opportunities
- The Company's Directors may appear to be, or may be become, conflicted.
- Investors may not be able to realise returns on their investment in Wildcat's Shares within a period they would consider to be reasonable
- Dilution could impair the value of Wildcat's share capital
- There is no guarantee that Wildcat will maintain its listing on the London Stock Exchange
- Costs of compliance with corporate governance and accounting requirements
- A Standard Listing affords less regulatory protection than a Premium Listing
- There can be no assurance that Wildcat will be able to make returns to shareholders in a tax-efficient manner
Changes in tax law may reduce any net returns for Wildcat's shareholders
To the above, we can add:
- Russia, Ukraine and the threat to energy security and economic stability in the world.
The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia's invasion of Ukraine. The war between the two countries continues to evolve as military activity proceeds and additional sanctions are imposed. In addition to the human toll and impact of the events on entities that have operations in Russia, Ukraine, or neighbouring countries (e.g., Belarus) or that conduct business with their counterparties, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. Whilst the Company does not have any operations in Russia or Ukraine, it needs to consider the broader impact on these macroeconomic conditions, and the war's effect on certain accounting and financial reporting matters. The degree to which entities are or will be affected by them largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets.
Instability in the Middle East
The recent events in Palestine and Israel, while not directly affecting the Company's planned activities in Sudan could spread to further countries in the Middle East and also create general instability in the region.
Description of the company's strategy and business model
The strategy is as outlined in the Fair Review of Company Business - above.
Analysis of directors, key employees and employees by sex
| No. | Male | Female | |
|---|---|---|---|
| Directors | 2 | 2 | 0 |
| Key employees | 0 | 0 | 0 |
| Employees | 0 | 0 | 0 |
Key performance indicators
Bank and cash controls:
Bank reconciliations are prepared at least monthly and reviewed by the Chairman.
All major items of expenditure are agreed by the Directors in advance.
There are no other key performance indicators for this period as the Company has not completed its investment activity.
Principal risks and uncertainties
In addition to the risks detailed above, we need (as part of the mandatory requirements of the Strategic Review) to address the following:
Business strategy
The Company incorporated on 8 January 2020 with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.
Liquidity Risk
The Directors have reviewed the working capital requirements and believe that, with the share placement on 16 October 2023 (raising £ 393,750 net), there is sufficient working capital to fund the running cost of the business and that they will be able to raise equity to fund projects.
- Risks of not finding suitable investment and Risk of non-performance of Investment
Wildcat may be unable to obtain or renew required drilling rights or exploration and extraction rights and concessions, licences, permits and other authorisations
The Company or an acquired company or business may conduct its operations pursuant to drilling rights and concessions, licences, permits and other authorisations. Any delay in obtaining or renewing a licence, permit or other authorisation may result in a delay in investment or development of a resource and may have a material adverse effect on the acquired business' results of operations, cash flows and financial condition. In addition, any existing drilling rights and concessions, licences, permits and other authorisations may be suspended, terminated or revoked if the Company or acquired company or business fails to comply with the relevant requirements. In such cases, government regulators may impose fines or suspend or terminate the right, concession, licence, permit and other authorisation, any of which could have a material adverse effect on the Company's results of operations, cash flows and financial condition.
Exploration development and production activities are capital intensive and inherently uncertain in their outcome. As a result, Wildcat may not generate a return on its investments or recover its costs and it may not be able to generate cash flows or secure adequate financing for its future objectives:
Exploration, development, and production activities are capital intensive and inherently uncertain in their outcome. The Company's future projects may involve unprofitable efforts, either from dry wells or from wells that are productive but do not produce sufficient net revenues to return a profit after development, operating and other costs. Furthermore, completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. In addition, drilling hazards or environmental damage could significantly affect operating costs, and production from successful wells may be adversely affected by conditions including delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or adverse geological conditions. Production delays and declines, whether or not as a result of the foregoing conditions, may result in lower revenue or cash flows from operating activities until such time, if at all, that the delay or decline is cured or arrested.
Wildcat may be unable to complete the Acquisition or to fund the operations of the target business if it does not obtain additional funding:
Although Wildcat has not yet identified a prospective target company or business and cannot currently predict the amount of additional capital that may be required, to complete an Acquisition or once an Acquisition has been made, if the target is not sufficiently cost generative, further funds may need to be raised. If, in order to make an acquisition or following the Acquisition, the Company's cash reserves are insufficient, the Company will likely be required to seek additional equity or debt financing. The Company may not receive sufficient support from its existing Shareholders to raise additional equity, and new equity investors may be unwilling to invest on terms that are favourable to the Company, or at all. Lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all. To the extent that additional equity or debt financing is necessary to complete the Acquisition and remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled either to restructure or abandon the Acquisition, or proceed with the Acquisition on less favourable terms, which may reduce the Company's return on the investment. Even if additional financing is unnecessary to complete the Acquisition, the Company may subsequently require equity or debt financing to implement operational improvements in the acquired business. The failure to secure additional financing or to secure such additional financing on terms acceptable to the Company could have a material adverse effect on the continued development or growth of the acquired business.
Environmental Responsibility
The Company and its management believe that any matters related to environmental responsibility are not currently applicable as there are no trading activities. Nevertheless, the Company and its management acknowledge the importance of environmental responsibility, the need to reduce carbon emissions and compliance with local regulatory environmental requirements in the event where future trading and operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the responsibility under English law to promote success of the Company for the benefits of its stakeholders. The Company and its management also acknowledge and recognise the responsibility towards partners, suppliers, contractors, investors, lenders and local community in which future operational activities will take place. The Company has two employees, being the Directors, both male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related guidelines and regulations. The Company and its management have conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted anti-corruption and anti-bribery policy.
Acts of God and contagious diseases
Acts of God such as seismic activity, flooding, inclement weather and natural disasters more generally, together with outbreaks of highly contagious diseases, are beyond the control of the Company and may adversely affect the economy, infrastructure and livelihood of people in the countries in which the Company is operating or proposing to operate. The Company's business and profitability may be adversely affected should such acts of God and/or outbreaks occur and/or continue.
Current Situation in the Republic of Sudan
The Company's activities and plans in the Republic of Sudan are covered in the Chairman's Statement. Regarding the current situation and the attempted coup, which began on April 15th 2023, the Company notes that none of the oil fields or the oil infrastructure has been affected; and that the amount of oil passing through the pipeline from South Sudan has doubled since the conflict. The conflict however is of concern and we look forward it its resolution.
Going Concern
The financial statements have been prepared on the going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future.
In the period the Company has made a loss of £261,997. At the balance sheet date, the Company had Current assets (including a cash balance of £135,765) totalling £153,503, Current Liabilities of £45,528 and Net assets of £107,975.
Based on the forecasted expenditure for the period to 31 December 2024, the Directors are of the opinion that, following the share placing which was completed in October 2023, the Company will have sufficient cash for the foreseeable future.
The Directors are therefore of the opinion that the Company will have adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.
Funding and expected expenditure for the foreseeable future.
The Company raised £ 450,000 (£393,750 net after expenses) in October 2023 in order to provide working capital for its activities.
In the event that an Acquisition presents itself which would most likely require the raising of additional capital, the Directors will raise additional equity, debt and/or other financial instruments to finance such an Acquisition.
The further costs and expenses of any acquisition will likely comprise legal, financial and tax due diligence in relation to any target company; however, the Company would only reach this stage after the Directors have carried out an initial commercial review of the target and the Company has entered into a non-disclosure agreement and/or heads of terms.
In addition to any share consideration used by the Company in relation to any acquisition, the Company may raise additional capital in connection with the consummation of that acquisition (dependent upon the size of such acquisition and the ability of the Company to satisfy the consideration in shares). Such capital may be raised through share issues (such as rights issues, open offers or private placings) or borrowings. The Company may also make an acquisition or fund part of any acquisition through share-for-share exchanges.
Although the Company envisages that any capital raised will be from new equity, the Company may also choose to finance all or a portion of an acquisition with debt financing. Any debt financing used by the Company is expected to take the form of bank financing, although no financing arrangements are currently in place, from soundings in the market, the Company believes that funds can be made available. The Company envisages that debt financing may be necessary if, for example, a target company has been identified but would require a certain amount of cash consideration in addition to, or instead of, share consideration.
Debt financing (if required) for an acquisition will be assessed with reference to the projected cash flow of the target company or business/assets and may be incurred at the Company level. Any costs associated with the debt financing will be paid with the proceeds of such financing. If debt financing is utilised, there will be additional servicing costs. Furthermore, while the terms of any such financing cannot be predicted, such terms may subject the Company to financial and operating covenants or other restrictions, including restrictions that might limit the Company's ability to make distributions to Shareholders.
Following an acquisition, the Company's future liquidity will depend in the medium to longer term primarily on: (i) the profitability of the company or business/assets it acquires; (ii) the Company's management of available cash; (iii) cash distributions on sale of existing assets; (iv) the use of borrowings, if any, to fund short-term liquidity needs; and (v) dividends or distributions from any future subsidiary companies.
Section 172 Statement
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard (amongst other matters noted above) to:
- the likely consequences of any decision in the long term: The Company's long-term strategic objectives, including progress made during the year and principal risks to these objectives, are shown on above.
- the need to foster the Company's business relationships with suppliers, customer and others A consideration of our relationship with wider stakeholders and their impact on our long-term strategic objectives is also disclosed above.
- the impact of the Company's operations on the community and the environment The Company operates honestly and transparently. We consider the impact on the environment on our day-to-day operations and how we can minimise this.
- the need to act fairly as between members of the Company: Our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so that they too may benefit from the successful delivery of our strategic objectives.
The Strategic Report forms part of the Company's annual accounts and reports. The full set of accounts can be found at the registered office as stated in the Company information or in the London Stock Exchange website.
The Auditor's Report on the annual accounts is unqualified and states that the Strategic Report and Director's Report are consistent with the financial statements. This report can be found in pages 18-22.
.............................
Mr M Singh
Director
Date: 24/10/2023
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
The Directors present their annual report and financial statements for the period from 1 July 2022 to 30 June 2023.
The corporate governance statement set out on page 14 forms part of this report.
Principal activities
The principal activity of the Company is in the upstream sector of the petroleum industry - namely exploration, appraisal, development and production of oil and gas.
The Company did not have a qualifying indemnity insurance for Directors.
Results and Dividends
The trading results for the period and the Company's financial position at the end of the period are shown in the attached financial statements.
The Directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006 the Company has included the review of the business, the future outlook and the risks and uncertainties faced by the Company in the Strategic Report.
Directors
Mr G Roberts
Mr M Singh
Directors' remuneration
The total remuneration of the Directors for the year was as follows:
Fees/Salary £
| Mr M Singh | 20,000 |
| M G Roberts | 20,267 |
Directors' interests
The Directors' interests in the shares of the Company were as stated below:
All share amounts are to 000
| Mr M Singh | 1,679,925 | 69.19% |
| M G Roberts | 23,700 | 0.98% |
The Company's capital consists of ordinary shares which rank pari passu in all respects which are traded on the Standard segment of the Main Market of the London Stock Exchange. There are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company's shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors amend the Company's Articles of Association or restrict the powers of the Company's Directors, including in relation to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or the like.
Substantial shareholdings
At the date of signing these financial statements, the only shareholder with an interest over 3% was Mr M Singh with 69.19%. Mr M Singh is also a Director and Chairman of the Company.
Greenhouse Gas (GHG) Carbon emissions
The Company is currently non-trading with no operating premises or employees other than its Directors, and therefore has minimal carbon emissions. Total emissions are expected to be lower than 40,000 Kwh. Accordingly, it is not considered necessary to obtain emissions, energy consumption or energy efficiency data and produce an Energy and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is exposed to and the controls in place to minimize those risks are disclosed in Note 20.
The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimize any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures required in relation to Listing Rule 9.8.4
Auditors
Shipleys LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Events after the reporting period
On October 16th 2023 the Company reported the raising of £ 450,000 (£393,750 net after expenses) by the placing of 375,000,000 new ordinary shares at 0.12 pence/share, with admission of the shares expected on October 30 2023, this will bring the total number of Wildcat shares to 2,803,040,000.
Statement of director's responsibilities
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK adopted International Accounting Standards (IFRSs). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, International Accounting Standard 1 requires that Directors:
- properly select and apply accounting policies;
- make an assessment of the Company's ability to continue as a going concern.
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual report confirms that:
Annual General Meeting
Notice of the forthcoming Annual General Meeting of the Company together with resolutions relating to the Company's ordinary business will be given the members separately.
On behalf of the board
Mr M Singh
Director
Date: 24/10/23..................
Corporate governance policy
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.
Application of principles of good governance by the board of directors
The Board currently comprises the two Directors. The Company plans to appoint non-executive directors in the future as the Company develops. There are board meetings several times a year and other meetings are held as required to direct the overall Company strategy and operations with the aim of delivering long term shareholder value. The value to shareholders is to be derived from the completion of a reverse takeover and subsequent profitability. Board meetings 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 is also responsible for the effectiveness of the Company's risk management and internal control systems. The Board believes these are working effectively, but recognises the ongoing need for identification, evaluation and management if significant risks.
Outside of the scheduled meetings, the Directors maintain frequent contact with each other to discuss any issues of concern they may have relating to the Company or their areas of responsibility, and to keep them fully briefed on the Company's operations.
The Company does not have a Nomination Committee at present. The appointment of new Directors is made by the Board as a whole. This is considered reasonable for a Company of this size. The requirement for a Nomination Committee will be considered on an ongoing basis.
Audit
Shipleys LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
There is currently no internal audit function within the Company. The Directors consider that this is appropriate of a Company of this size.
The Company does not have a Audit Committee at present. The appointment of the auditor is made by the Board as a whole. This is considered reasonable for a Company of this size. The requirement for a Audit Committee will be considered on an ongoing basis.
Diversity
The Company has not adopted a formal policy on diversity; however, it is committed to a culture of equal opportunities for all, regardless of age, race or gender. The Board is currently made up of two male Directors, and there are no other employees in the Company.
Climate risk management
The Board oversees and has ultimate responsibility for the Company's sustainability initiatives, disclosures, and reporting. This includes, but is not limited to, climate risks and opportunities. As a shell company, the Company is exempt from providing the disclosures required by the Taskforce on Climate-related Financial Disclosures ("TCFD"). However, this section provides an overview of the Company's approach to managing the very limited climate risks it currently faces.
The executive management team have day-to-day responsibility for assessing and managing climate-related risks and opportunities. We are committed to minimising the Company's impact on the environment. As it is presently constituted, the Company's environmental impact is minimal and climate-related risks and opportunities are extremely limited until it acquires another business. At present, the Company has no operating investments, and its only employees are the directors. These employees perform largely information-based roles, and they all work from home as the Company no longer maintains business premises in the UK.
The only environmental impact currently is from business travel, which has been extremely limited in the past two years and is expected to continue to be lower than previously as a result of the post-pandemic shift towards virtual tools and the civil unrest in the Middle East. The Company's overall environmental impact is therefore minimal.
The Company's approach is therefore to seek to maintain lean working arrangements, use technology to minimise business travel and encourage employees to recycle, minimise energy wastage, and do their part to ensure that the Company acts responsibly. If the Company continues to operate as it is presently constituted it is therefore difficult to identify any climate related risks in the short, medium or long term that could significantly impact the business. For this reason, the Company does not presently feel it is appropriate or necessary to apply metrics or targets to assess climate related risks beyond the Greenhouse gas reporting presented on page 12.
While it is not possible to know today what climate related risks it will inherent, the Company is conscious that such risks and opportunities will exist in any potential acquisition and considers that the most important objective is to ensure these are properly understood in the due diligence phase of any transaction so appropriate decisions can be taken on risk mitigation tools. The Company's Board have concluded that the most appropriate way to address this is to ensure that climate-related risk are specifically scoped in when undertaking due diligence on acquisition targets.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long term value. To accomplish this, the Board keeps several channels of communication open to communicate with shareholders. Regular updates to record news in relation to the Company and the status of its activities released on the London Stock Exchange website.
At AGMs individual shareholders will be given the opportunity to put questions to the Chairman and to other members of the Board that may be present. Notice of the AGM is sent to shareholders at least 21 clear days before the meeting.
Board meetings
There were 11 Board of Directors meetings in the period, all of which were attended fully by the Directors.
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2023
Introduction
Remuneration Committee
The Company is aware of its obligations under the UK Corporate Governance Code. As it has announced previously, it will set up a Remuneration Committee once it has commenced its trading activities and the Committee's function will be to review the performance of executive Directors and senior employees and set their remuneration and other terms of employment.
The Company has two executive Directors and no senior employees.
The Remuneration Policy
Each of the Directors shall be paid a fee at such rate as may from time to time be determined by the Board. Any Director who is appointed to any executive office shall be entitled to receive such remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board or any committee authorised by the Board may decide, either in addition to or in lieu of his remuneration as a Director. In addition, any Director who performs services which in the opinion of the Board or any committee authorised by the Board go beyond the ordinary duties of a Director, may be paid such extra remuneration as the Board or any committee authorised by the Board may determine.
Recruitment Policy
Base salary levels will take into account market data for the relevant role, internal relativities, their individual experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time, subject to performance in the role. Benefits will generally be in accordance with the approved policy. For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.
Service agreements and terms of appointment
The Directors have service contracts with the Company. These contracts are not fixed term and may be terminated by either the Company or the Director by giving a 3 months' notice.
Directors' interests
The Directors' interests in the share capital of the Company are set out in the Directors' report.
Directors' emoluments (audited)
Remuneration paid to the Directors' during the year ended 30 June 2023 was:
| Director | Base Salary | Fees | Pension | Total |
|---|---|---|---|---|
| (Excluding VAT) | contribution | |||
| £'000 | £'000 | £'000 | £'000 | |
| Mr M Singh | 2 0 | 0 | 0 | 2 0 |
| Mr G Roberts | 20.3 | 0 | 0 | 20.3 |
| Total | 40.3 | 0 | 0 | 40.3 |
Salaries were paid for the period 1 July 2022 to 30 June 2023.
No pension contributions were made by the Company on behalf of its Directors, and no excess retirement benefits have been paid out to current or past Directors.
Payment for loss of Office
If a contract is to be terminated, the Company will determine such mitigation as it considers fair and reasonable in each case. The Company reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director's office or employment.
Percentage change tables
The Directors have considered the requirement for the percentage change tables comparing the Chairman's percentage change of remuneration to that of the average employee to not provide any meaningful information to the shareholders. This is due to the Company not having any employees in this or the prior period with the exception of the Directors. The Directors will review the inclusion of this table for future reports.
Company performance graph
The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company has only been listed since 30 December 2020, is not paying dividends, is currently in a start-up mode and whose focus is to seek an acquisition. In addition, and as mentioned above, the remuneration of Directors is not currently linked to performance and we therefore do not consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of this table for future reports.
Other matters
There are no other reportable matters to disclose.
Shareholder Interaction
At the next annual general meeting the Company will present a resolution placing these accounts together with the Director's and Auditor's Reports to the members. The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.
This report was approved by the board on 24/10/23
On Behalf of the Board
Mr M Singh
Director
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Opinion
We have audited the financial statements of Wildcat Petroleum Plc (the 'Company') for the period ended 30 June 2023 which comprise the statement of comprehensive income, the statements of financial position, the statements of cash flows, the statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation is applicable law and UK adopted international accounting standards (IFRSs).
In our opinion the financial statements:
- give a true and fair view of the state of the Company's affairs as at 30 June 2023 and of the loss for the period then ended;
- have been properly prepared in accordance with UK adopted international accounting standards; 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 as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included, as part of our risk assessment, review of the nature of the business of the group, its business model and related risks including Ukraine/Russian conflict, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the Directors' assessment of the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the Directors' plans for future actions in relation to their going concern assessment.
Key audit matters
In addition to the matter identified in the material uncertainty related to going concern section above we determined that the following were key audit matters.
| Key audit matter | How the scope of our audit addressed the key audit matter |
|---|---|
| Management override of controls There is a presumed risk that management is able to override controls. Incorrect accounting and disclosure of share based payments. There is a risk that share options/ warrants have not been valued in line with the provisions of the UK adopted International Financial Reporting Standards | We have reviewed journal adjustments and the rationale behind them and have considered whether these have been subject to potential management bias. Key observations From our procedures conducted, no adverse issues were identified with regards to management override of controls. We have reviewed the calculations and the disclosures within the financial statements in relation to share based payments. Key observations From our audit procedures carried out we can conclude that the disclosures in relation to share based payments are appropriate. |
| Our application of materiality | |
| Company financial statements | |
| Overall materiality | £13,000 |
| How we determined it | 5% of Net Loss rounded down to the nearest £'000 |
| Rationale for benchmark applied | We believe that net loss is the primary measure used by shareholders in assessing the position and performance of the Company at the end of the period. |
We agreed with the Board of Directors that we would report to them misstatements identified during our audit above £700 as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
An overview of the scope of our audit
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, its accounting processes, its internal controls and the industry in which it operates.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
Matters on which we are required to report by exception
- the Company financial statements and the Directors' remuneration report to be audited 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.
Responsibilities of directors
Auditor's responsibilities for the audit of the financial statements
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.
The extent to which the audit was considered capable of detecting irregularities, including fraud
- we identified the laws and regulations applicable to the Company through discussions with the Directors, and from our commercial knowledge and experience of the oil and gas sector.
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations.
To address the risk of fraud through management bias and override of controls, we:
- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- investigated the rationale behind significant or unusual transactions.
- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims;
- reviewing correspondence with HMRC and the Company's legal advisor.
There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the Directors and other management and the inspection of regulatory and legal correspondence, if any.
Other matters which we are required to address
We were appointed by the Board of Directors on 21 November 2022 to audit the financial statements for the period ending 30 June 2023.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to Company and we remain independent of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Board of Directors.
Use of our report
Benjamin Bidnell (Senior Statutory Auditor)
For and on behalf of Date..[Signed 24/10/2023].......................
Shipleys LLP
10 Orange Street
Haymarket
London
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
| 2023 | 2022 | ||
|---|---|---|---|
| Notes | £ | £ | |
| Administrative expenses | (261,997) | (298,244) | |
| Exceptional items - share based payments | - | (7,500) | |
| (261,997) | (305,744) | ||
| Operating loss | 3 | ||
| Income tax expense | 7 | - | - |
| Loss and total comprehensive income for the year | 18 | (261,997) | (305,744) |
| Loss per share | 8 | ||
| Basic and diluted | (0.01) | (0.01) | |
| STATEMENT OF FINANCIAL POSITION | |||
| AS AT 30 JUNE 2023 | |||
| 2023 | 2022 | ||
| Notes | £ | £ | |
| Current assets | |||
| Trade and other receivables | 9 | 17,738 | 25,998 |
| Cash and cash equivalents | 135,765 | 153,701 | |
| 153,503 | 179,699 | ||
| Current liabilities | |||
| Trade and other payables | 11 | 45,528 | 71,697 |
| Net current assets | 107,975 | 108,002 | |
| Net assets | 107,975 | 108,002 | |
| Equity | |||
| Called up share capital | 15 | 67,985 | 67,200 |
| Share premium account | 16 | 811,343 | 550,158 |
| Other reserves | 17 | 256,034 | 256,034 |
| Retained earnings | 18 | (1,027,387) | (765,390) |
| Total equity | 107,975 | 108,002 | |
The financial statements were approved by the board of Directors and authorised for issue on 24/10/23 and are signed on its behalf by:
Mr M Singh
Director
Company Registration No. 12392909
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
| Share Capital | Share premium account | Other reserves | Retained earnings | Total | ||
|---|---|---|---|---|---|---|
| Notes | £ | £ | £ | £ | £ | |
| Balance at 1 July 2021 | 67,200 | 550,158 | 248,534 | (459,646) | 406,246 | |
| Year ended 30 June 2022: | ||||||
| Loss and total comprehensive income for the year | - | - | - | (305,744) | (305,744) | |
| Credit to equity for equity settled share-based payments | 18 | - | - | 7,500 | - | 7,500 |
| Balance at 30 June 2022 | 67,200 | 550,158 | 256,034 | (765,390) | 108,002 | |
| Year ended 30 June 2023: | ||||||
| Loss and total comprehensive income for the year | - | - | - | (261,997) | (261,997) | |
| Issue of share capital net of issue costs | 785 | 261,185 | - | - | 261,970 | |
| Balance at 30 June 2023 | 67,985 | 811,343 | 256,034 | (1,027,387) | 107,975 | |
| STATEMENT OF CASH FLOWS | ||||||
| FOR THE YEAR ENDED 30 JUNE 2023 | ||||||
| 2023 | 2022 | |||||
| Notes | £ | £ | £ | £ | ||
| Cash flows from operating activities | ||||||
| Cash absorbed by operations | 24 | (279,906) | (204,859) | |||
| Net cash outflow from operating activities | (279,906) | (204,859) | ||||
| Financing activities | ||||||
| Proceeds from issue of shares | 261,970 | - | ||||
| Net cash generated from/(used in) financing activities | 261,970 | - | ||||
| Net decrease in cash and cash equivalents | (17,936) | (204,859) | ||||
| Cash and cash equivalents at beginning of year | 153,701 | 358,560 | ||||
| Cash and cash equivalents at end of year | 135,765 | 153,701 | ||||
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
1 Accounting policies
Company information
Wildcat Petroleum Plc is a public company limited by shares incorporated in England and Wales. The registered office is Belmont House Third Floor, Suite Asco-303, Belmont Road, Uxbridge, Middlesex, UK, UB8 1HE. The Company currently has no premises and as such there is no trading address. The Company's principal activities and nature of its operations are disclosed in the Directors' report.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK adopted International Accounting Standards (IFRS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements have been prepared under the historical cost convention.
The principal accounting policies adopted are set out below.
1.2 Going concern
The financial statements have been prepared on the going concern basis, which assumes the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future.
At the end of the period the Company is in a net asset position of £107,975. At 30th June 2023 the Company had a cash balance of £135,765.
Based on the October 2023 share placing plus current assets and it's forecasted expenditure for the period to 31 December 2024, the Directors are of the opinion that the Company will have sufficient cash for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.
1.3 Cash and cash equivalents
1.4 Financial assets
Financial assets at fair value through profit or loss
Financial assets held at amortised cost
Impairment of financial assets
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash lows of the investment have been affected.
Derecognition of financial assets
1.5 Financial liabilities
Financial liabilities at fair value through profit or loss
Other financial liabilities
Derecognition of financial liabilities
1.6 Equity instruments
1.7 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Deferred tax
1.8 Employee benefits
1.9 Share-based payments
1.10 Foreign exchange
1.11 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Directors who make strategic decisions. The Company only has one reporting segment.
1.12 Changes in accounting policies and disclosures
New and amended standards adopted by the Company
Amendments to IAS 1, Presentation of financial statements on disclosure of accounting policies:
Amendments to IAS 12, Presentation of financial statements on deferred tax on leases and decommissioning obligations: 1 January 2023
Amendments to IAS 16, Presentation of financial statements on prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use: 1 January 2022
Amendments to IAS 37, Presentation of financial statements on regarding the costs to include when
assessing whether a contract is onerous: 1 January 2022
- Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company in the 30 June 23 financial statements.
Amendments to IAS 1, Presentation of financial statements on classification of liabilities: 1 January 2024
Amendments to IAS 1, Presentation of financial statements on classification of debt with covenants:1 January 2024
Amendments to IAS 7, Statement of cash flows on supplier finance arrangements: 1 January 2024
Amendments to IFRS 7, Financial instruments: disclosures on supplier finance arrangements: 1 January 2024
IFRS S2, Climate related Disclosures: 1 January 2024
2 Critical accounting estimates and judgements
Critical judgements
Share based payments
The charge recognised in relation to share-based payments made under the Company's share-based payment scheme is recognised based on the grant date fair value of the award which is recognised as an expense over the period when the awards are expected to vest. The grant date fair value is measured based on the market value of equity issued by the Company. The charge is adjusted based on the probability of an exit event occurring and the shares being able to be exercised. The grant date fair value is not subsequently adjusted. However, the expense is adjusted for the number of awards that are expected to vest.
3 Operating loss
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| £ | £ | |
| Operating loss for the year is stated after charging/(crediting): | ||
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 18,000 | 18,000 |
| Share-based payments | - | 7,500 |
| 4 Auditor's remuneration | ||
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
| £ | £ | |
| Fees payable to the Company's auditor and associates: | ||
| For audit services | ||
| Audit of the financial statements of the Company | 18,000 | 18,000 |
During the period the Company incurred non-audit fees of £Nil from its auditor for acting as a reporting accountant for the listing on London Stock Exchange (2022: £Nil).
5 Employees
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| Number | Number | |
| Management | 2 | 2 |
| Their aggregate remuneration comprised: | ||
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
| £ | £ | |
| Wages and salaries | 40,267 | 32,400 |
| 6 Directors' remuneration | ||
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
| £ | £ | |
| Remuneration for qualifying services | 40,267 | 32,400 |
The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to £Nil, (2022: £Nil).
As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.
7 Income tax expense
The charge for the year can be reconciled to the loss per the income statement as follows:
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| £ | £ | |
| Loss before taxation | (261,997) | (305,744) |
| Expected tax credit based on a corporation tax rate of 25.00% (2022: 19.00%) | (65,499) | (58,091) |
| Unutilised tax losses carried forward | 65,499 | 56,666 |
| Share based payment charge | - | 1,425 |
| Taxation charge for the year | - | - |
At the reporting date the Company had an unrecognised deferred tax asset totalling £192,716 (2022: £96,670). This is in respect of corporation tax losses totalling £770.862 (2022: £509,213) and share based payment gains not yet realised. Deferred tax has not been recognised because it is not yet probable that the Company will have the ability to utilise the tax losses.
8 Loss per share
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| £ | £ | |
| Number of shares | ||
| Weighted average number of ordinary shares for basic earnings per share | 2,418,975,014 | 2,400,000,000 |
| Loss (all attributable to equity shareholders of the Company) | ||
| Loss for the period from continued operations | (261,997) | (305,744) |
| Loss per share for continuing operations | ||
| Basic and diluted earnings per share | (0.01) | (0.01) |
| Basic and diluted earnings per share | ||
| From continuing operations | (0.01) | (0.01) |
The exercise of warrants would have the effect of reducing the loss per share.
9 Trade and other receivables
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| VAT recoverable | 8,248 | 9,746 |
| Other receivables | - | 347 |
| Prepayments | 9,490 | 15,905 |
| 17,738 | 25,998 |
10 Trade receivables - credit risk
Fair value of trade receivables
No significant receivable balances are impaired at the reporting end date.
11 Trade and other payables
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| Trade payables | 20,905 | 47,194 |
| Accruals | 22,210 | 21,250 |
| Social security and other taxation | 1,938 | 3,222 |
| Other payables | 475 | 31 |
| 45,528 | 71,697 |
12 Fair value of financial liabilities
13 Financial instruments - Risk Management
The Company is exposed through its operations to the following financial risks:
- Credit risk
- Foreign exchange risk and
- Liquidity risk.
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them during the period.
- Principal financial instruments
- Trade receivables
- Cash and cash equivalents
- Trade and other payables
Financial assets at amortised costs
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| Cash and cash equivalents | 135,765 | 153,701 |
| VAT recoverable | 8,248 | 9,746 |
| Prepayments | 9,490 | 15,905 |
| Trade and other receivables | - | 347 |
| 153,503 | 179,699 | |
| 2023 | 2022 | |
| £ | £ | |
| Trade payables | 20,905 | 47,194 |
| Social security and other taxation | 1,938 | 3,222 |
| Accruals | 22,210 | 21,250 |
| Other payables | 475 | 31 |
| 45,528 | 71,697 |
Financial instruments not measured at fair value
Financial instruments measured at fair value
There are no financial instruments currently being measured at fair value.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Company's risk management objectives and policies. The Board reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets on a regular basis. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from loans and unpaid share capital. It is Company policy, implemented locally, to assess the credit risk of the counterparty before entering into credit contracts.
The Board monitors the credit ratings of counterparties regularly and at the reporting date does not expect any losses from non-performance by the counterparties. For all financial assets to which the impairment requirements have not been applied, the carrying amount represents the maximum exposure to credit loss.
Foreign exchange risk
Foreign exchange risk arises when Company entities enter into transactions denominated in a currency other than their functional currency. The Company's policy is, where possible, to settle liabilities denominated in their functional currency with the cash generated in that currency. Where Company has liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), the Board will look to settle the liabilities by obtaining the required currency at the best rates available to the Company.
Liquidity risk
Liquidity risk arises from the Company's management of working capital as the Company does not have any internal or external debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 60 days.
Capital Disclosures
The Company monitors "adjusted capital" which comprises all components of equity (i.e. share capital, share premium, retained losses and other reserves). Further details of the capital risk management policies can be found in Note 20. Disclosure of all components of equity can be found in Note 15 (Share Capital), Note 16 (Share premium account), Note 17 (Other reserves: share-based payment compensation reserve) and Note 18 (Retained earnings).
14 Share-based payment transactions
No warrants in the Company were issued in respect of services received from suppliers during the reporting period.
Therefore, no share-based payment expense has been recognised in these financial statements (2022: £7,500).
Warrants over 300,000 ordinary 0.000028 shares in the Company were issued on 21st February 2022 in respect of services received from suppliers in the prior reporting period. Therefore, a share-based payment expense in respect of these warrants was included in the prior period expense.
The warrants vest on grant date. 300,000 warrants expire on 31st December 2023. 72,530,000 warrants expire 2 years from the date of grant.
The table below summarises the options granted, exercised and cancelled during the period:
| Number of share options | Weighted average exercise price | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| £ | £ | |||
| Outstanding at 1 July 2022 | 72,830,000 | 70,460,000 | 0.01 | 0.01 |
| Granted in the period | - | 2,370,000 | 0.01 | 0.01 |
| Outstanding at 30 June 2023 | 72,830,000 | 72,830,000 | 0.01 | 0.01 |
| Exercisable at 30 June 2023 | 72,830,000 | 72,830,000 | 0.01 | 0.01 |
70,460,000 warrants brought forward and still outstanding at 30 June 2023 had an exercise price of £0.005, and a remaining contractual life of 0.5 years.
2,070,000 warrants brought forward and still outstanding at 30 June 2023 had an exercise price of £0.005, and a remaining contractual life of 1 year.
In the annual general meeting that took place in December 2021 a resolution was passed to extend the expiry date of the above warrants by 1 year. This was formally completed during this financial year.
300,000 warrants brought forward and still outstanding at 30 June 2023 had an exercise price of £0.005, and a remaining contractual life of 0.5 years.
The weighted average fair value on the measurement date for the warrants recognised during the previous year was £0.0025. Fair value was measured using Black-Scholes Option Pricing Model.
Inputs were as follows:
| 2023 | 2022 | |
|---|---|---|
| Weighted average share price | 0.004 | 0.01 |
| Weighted average exercise price | 0.005 | 0.005 |
| Expected volatility | 99.7% | 99.7% |
| Expected life | 0.5 | 2 |
| Risk free rate | 0.40% | 0.40% |
| Expected dividends yields | - | - |
Volatility was calculated based upon the anticipated volatility of newly listed companies of a similar market capitalisation and number of shareholders.
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioral considerations.
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| £ | £ | |
| Other reserves | ||
| Other reserves arising from share-based payment transactions | 256,304 | 256,304 |
| Expenses | ||
| Related to equity settled share based payments | - | 7,500 |
There were no exercises during the reporting period.
15 Share capital
| 2023 | 2022 | 2023 | 2022 | |
|---|---|---|---|---|
| Ordinary share capital | Number | Number | £ | £ |
| Authorised, issued and fully paid | ||||
| Ordinary of £0.000028 | 2,428,040,000 | 2,400,000,000 | 67,985 | 67,200 |
The Company has one class of share which carries no right to fixed income.
Reconciliation of movements during the year:
Number
| At 1 July 2022 | 2,400,000,000 |
| Issue of fully paid shares | 28,040,000 |
| At 30 June 2023 | 2,428,040,000 |
The Company's capital consists of ordinary shares which rank pari passu in all respects which are traded on the Standard segment of the Main Market of the London Stock Exchange. There are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company's shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors amend the Company's Articles of Association or restrict the powers of the Company's Directors, including in relation to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or the like.
16 Share premium account
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| At the beginning of the year | 550,158 | 550,158 |
| Issue of new shares | 274,715 | - |
| Share issue expenses | (13,530) | - |
| At the end of the year | 811,343 | 550,158 |
Share premium represents the premium arising on issue of equity shares, net of issue costs.
17 Other reserves: share-based payment compensation reserve
£
| 2023 | 2022 |
|---|---|
| £ | £ |
| Balance at 30 June 2021 | 248,534 |
| Additions | 7,500 |
| Balance at 30 June 2022 | 256,034 |
| Balance at 30 June 2023 | 256,034 |
The share-based compensation reserve represents the credit arising on the charge for share based payment awards calculated in accordance with IFRS 2.
See note 14 for details of the valuation.
18 Retained earnings
| 2023 | 2022 | |
|---|---|---|
| £ | £ | |
| At the beginning of the year | (765,390) | (459,646) |
| Loss for the year | (261,997) | (305,744) |
| At the end of the year | (1,027,387) | (765,390) |
The retained earnings reserve represents cumulative period losses.
19 Capital commitments
At 30th June 2023 the Company had no capital commitments.
20 Capital risk management
The Company manages its capital resources to ensure that the business will have sufficient cash resources to acquire suitable investments and will be able to continue as a going concern, while maximising shareholder return.
The Directors review the capital requirement of the business on a regular basis. The capital structure of the Company consists of equity attributable to shareholders, comprising issued share capital and reserves. The availability of new capital will depend on many factors including a positive operating environment, positive stock market conditions, the Company's track record, and the experience of management. There are no externally imposed capital requirements. The Directors are confident that adequate cash resources exist or will be made available to finance operations but controls over expenditure are carefully managed.
21 Related party transactions
The Directors of the Company are the only key management. Their compensation has been disclosed in note 6.
22 Directors' transactions
Included in other payables is £475 owed to the Directors in respect of expenses paid on behalf of the Company. There are no further outstanding commitments to Directors at the balance sheet date.
23 Controlling party
The ultimate controlling party is Mr M Singh, a Director of the Company, by virtue of his majority shareholding.
24 Cash absorbed by operations
| Year ended 30 June 2023 | Year ended 30 June 2022 | |
|---|---|---|
| £ | £ | |
| Loss for the year before income tax | (261,997) | (305,744) |
| Adjustments for: | ||
| Equity settled share-based payment expense | - | 7,500 |
| Movements in working capital: | ||
| Decrease in trade and other receivables | 8,260 | 55,334 |
| (Decrease)/increase in trade and other payables | (26,169) | 38,051 |
| Cash absorbed by operations | (279,906) | (204,859) |
25 Events after the reporting date
On 16 October 2023 the Company reported the raising of £ 450,000 (£393,750 net after expenses) by the placing of 375,000,000 new ordinary shares at 0.12 pence/share, with admission of the shares expected on 30 October 2023, this will bring the total number of Wildcat shares to 2,803,040,000.
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