Registered number |
|
|
|
|
Milamber Ventures Plc | |
Report and accounts | |
Contents | |
Page | |
Company information | 1 |
Strategic report | 2 |
Directors' report | 3 |
Directors' statement | 4 |
Accountants' report | 5 |
Profit and loss account | 6 |
Balance sheet | 7 |
Statement of changes in equity | 8 |
|
Company Information |
Directors |
|
|
|
Auditors |
|
Unit M6 Frome Business Park |
Manor Road |
Frome |
Somerset |
BA11 4FN |
Registered office |
27 Old Gloucester Street |
London |
WC1N 3AX |
Registered number |
|
|
||
Strategic Report | ||
Milamber Ventures Plc continued to focus on our four critical tasks: a) Our Vocational Education "Buy and Build" Strategy. b) Our Investment Strategy. c) Fundraising. d) Positioning Milamber for a robust and profitable future. Following our step down from the NEX Stock Exchange and restructuring the balance sheet last year, we have now re-designated the business from a PLC to a Private Limited Company. The Group's profit for the year after taxation was £15,277 (2019: £310,555) Net assets were at the year end September 2020 were positive at £1,134,038 (2019: 1,114,166). Post September 2020 the business continued the restructuring process, dealt with the challenges of COVID and stayed focussed on developing our various investment partners. |
||
The principal risks faced by the company are those of dealing with product development for early-stage companies where the commercial exploitation is several years into the future and the commersial viability of the companies' products is difficult to establish. The other principal risk is obtaining sufficient working capital to fund the investment in products and companies until such time as they start to generate net revenue. These two principal risks bring uncertainty as to how the company can continue to fund its activities. |
||
This report was approved by the board on 29 December 2021 and signed on its behalf. | ||
A S M Hasoon | ||
Director | ||
|
|||||||
Registered number: |
|
||||||
Directors' Report | |||||||
The directors present their report and financial statements for the period ended |
|||||||
Principal activities | |||||||
|
|||||||
Future developments | |||||||
Looking ahead to the financial year Sept 2020 to Sept 2021 and beyond, we continue with the restructuring process. However, due to COVID these plans have been alot slower to implement. Instead we spent most of 2021 supporting our portfolio companies to secure the capital they would need to survive and this is an ongoing activity. We continued to run courses for 12 HM Prisons via Astara Training, and we made an application in August 2020 to become a Kickstart Government Gateway which we secured in January 2021. Predominantly 2021 is a phase of consolidation and re-organisation, with new investments in BookBarn International Ltd and working on a plan to bring together a number of different organisaations under one umbrella to provide a coherent group of companies all operating in the Education sector. |
|||||||
Dividends | |||||||
No dividends will be distributed for the year ended |
|||||||
Directors | |||||||
The following persons served as directors during the period: | |||||||
|
|||||||
|
|||||||
|
|||||||
Disclosure of information to auditors |
Each person who was a director at the time this report was approved confirms that: | |||||||
● | so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and | ||||||
● | he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. |
This report was approved by the board on |
|||||||
A S M Hasoon | |||||||
Director | |||||||
Milamber Ventures Plc | |||||||
Statement of Directors' Responsibilities | |||||||
The directors are responsible for preparing the report and financial statements in accordance with applicable law and regulations. | |||||||
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 United Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 and applicable law). 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, 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 have been followed, subject to any material departures disclosed and explained in the financial statements; | ||||||
● | prepare the financial statements 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 financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. | |||||||
Milamber Ventures Plc | ||
Accountants' Report | ||
to the members of Milamber Ventures Plc | ||
Opinion |
We have reviewed the financial statements of Milamber Ventures Plc (the 'company') for the period ended 29 September 2020 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including 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 the Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). | ||
The Directors have expressed their opinion that the financial statements: | ||
● | give a true and fair view of the state of the company's affairs as at 29 September 2020 and of its profit for the period then ended; | |
● | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; | |
● | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion | ||
In accordance with your instructions, we have prepared the accounts which comprise the Income Statemement and Statement of Financial Position from the accounting records of the company and on the basis of information and explanations you have given to us. We have not carried out an audit or any other review, and consequently we do not express any opinion on these accounts. | ||
Conclusions relating to going concern | ||
In preparing the financial statements, the Director's have concluded that the use of the going concern basis of accounting in the preparation of the financial statements is appropriate. | ||
Based on the work we have performed, they have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. | ||
The responsibilities of the directors with respect to going concern are described in the relevant sections of this report. | ||
Other information | ||
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.. | ||
Opinions on other matters prescribed by the Companies Act 2006 | ||
The Directors have expressed their opinion that:- | ||
● | 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 which 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 preparing the Accounts, we have not been made aware of material misstatements in the strategic report or the directors’ report. | ||
The Diectors noted in respect of the following matters in relation to which the Companies Act 2006 that they only need to report misstatement if any of the following apply: | ||
● | adequate accounting records have not been kept, or returns 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 | |
● | they have not provided all the information and explanations required by law. |
Responsibilities of directors | ||
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. | ||
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. | ||
Accountant’s responsibilities for the preparation of the financial statements | ||
Our objectives are to obtain sufficient information with which to prepare the Accounts and be able to cross reference as much of that data to real world statements (like Bank Statements etc) and ensure that these are issuued to the Directors for approval. |
If we notice any Irregularities, including fraud, are instances of non-compliance with laws and regulations. We will inform the Directors to assist in the design of procedures in line with their responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud: | ||
|
||
Senior Accountant | Unit M6 Frome Business Park | |
for and on behalf of | Manor Road | |
|
Frome | |
Statutory Auditor | Somerset | |
|
BA11 4FN | |
|
||||||||
Income Statement | ||||||||
for the period from 1 October 2019 to |
||||||||
Notes | 2020 | 2019 | ||||||
£ | £ | |||||||
Turnover | 2 |
|
|
|||||
Cost of sales | - | ( |
||||||
Gross profit |
|
|
||||||
Administrative expenses | ( |
( |
||||||
Operating loss | 3 | ( |
( |
|||||
Gain on revaluation of investments |
|
|
||||||
Interest receivable |
|
- | ||||||
Interest payable | 5 | ( |
( |
|||||
Profit on ordinary activities before taxation |
|
|
||||||
Tax on profit on ordinary activities | 6 | - | - | |||||
Profit for the period |
|
|
||||||
|
|||||||
Statement of Financial Position | |||||||
as at |
|||||||
Notes | 2020 | 2019 | |||||
£ | £ | ||||||
Fixed assets | |||||||
Intangible assets | 7 |
|
|
||||
Investments | 8 |
|
|
||||
|
|
||||||
Current assets | |||||||
Debtors | 9 |
|
|
||||
Cash at bank and in hand |
|
|
|||||
|
|
||||||
Creditors: amounts falling due within one year | 11 | ( |
( |
||||
Net current liabilities | ( |
( |
|||||
Total assets less current liabilities |
|
|
|||||
Creditors: amounts falling due after more than one year | 12 | ( |
( |
||||
Net assets |
|
|
|||||
Capital and reserves | |||||||
Called up share capital | 13 |
|
|
||||
Share premium | 14 |
|
|
||||
Profit and loss account | 15 | ( |
( |
||||
Total equity |
|
|
|||||
A S M Hasoon | |||||||
Director | |||||||
Approved by the board on |
|||||||
|
||||||||||
Statement of Changes in Equity | ||||||||||
for the period from 1 October 2019 to |
||||||||||
Share | Share | Other | Profit | Total | ||||||
capital | premium | reserves | and loss | |||||||
account | ||||||||||
£ | £ | £ | £ | £ | ||||||
At 1 April 2018 |
|
|
- | ( |
( |
|||||
Profit for the period | 310,555 | 310,555 | ||||||||
Shares issued |
|
|
|
|||||||
Shares redeemed |
|
|
||||||||
At 30 September 2019 | 481,059 | 3,177,227 | - | (2,544,120) | 1,114,166 | |||||
At 1 October 2019 |
|
|
- | ( |
|
|||||
Profit for the period |
|
|
||||||||
Shares issued |
|
- |
|
|||||||
At 29 September 2020 |
|
|
- | ( |
|
|||||
Milamber Ventures Plc | ||||||||
Notes to the Accounts | ||||||||
for the period from 1 October 2019 to 29 September 2020 | ||||||||
1 | Summary of significant accounting policies | |||||||
Basis of preparation | ||||||||
|
||||||||
Turnover | ||||||||
|
||||||||
Related party exemption | ||||||||
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. | ||||||||
Critical accounting judgements and key sources of estimation uncertainty | ||||||||
In the process of applying the Group's accounting policies, which are described below, management has made the following judgements that have significant effect on the amounts recognised in the financial statements; Directors' valuation of investments The company holds minority equity investments in early-stage companies which are developing new products in the educational field. The Company also works on these products jointly with the investee companies and therefore the Directors have a high degree of understanding of the potential of these products and companies. The Directors have valued these investments using both quantitive and qualitative data. Carrying value of capitalised development costs Product development costs consist mainly of the Company's senior management time allocated across a portfolio of projects. These projects can span several accounting periods and their ultimate revenue generation cannot be easily established in the early stages. Recognition of deferred tax assets The Group has exercised judgement in determining whether deferred tax assets should be recognised. Judgement is involved in determining the extent to which it is probable that taxable profit in the various subsidiaries will be available against which the deferred tax assets will be utilised. The Group has decided not to recognise deferred tax assets at this time. Key sources of estimation uncertainty The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: |
||||||||
Fair Value of Investments The valuation of unquoted equity investments carries a significant estimation uncertainty and movements in fair value can have a major impact on future financial performance. Carrying Value of development costs Determining whether development costs need to be impaired carries a significant level of estimation uncertainty, particularly with regard to the eventual successful exploitation of the individual projects. |
||||||||
Intangible fixed assets | ||||||||
Project development costs are capitalised as an intangible asset only if the following criteria are met; - the asset can be identified; - it is probable that the asset will generate future economic benefits; - the expenses related to the project during its development can be measured reliably. Capitalised development expenditure is amortised on achievement of the expected revenue or on termination of the relevant project. |
||||||||
Tangible fixed assets |
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life. | ||||||||
Equity Instruments | ||||||||
|
||||||||
Investments | ||||||||
|
||||||||
Financial instruments | ||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
Taxation | ||||||||
|
||||||||
Hire purchase and leasing commitments | ||||||||
|
||||||||
Foreign currency translation | ||||||||
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
||||||||
Going concern | ||||||||
The Directors' are implementing a re-organisation strategy where it has been agreed to convert substantially all of its debt into equity, and refinance the Group through a restucturing process. The agreements in principle have been agreed and they are well advanced in implementing these steps. The cash flow forecasts show that the Company has sufficient financial resources at the time of approving the financial statements to enable the Company to continue in existence for at least the next 12 months. For this reason, the Directors' have formed a judgement at the time of approving the financial statements that the Company will have adequate funds to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements. |
||||||||
2 | Analysis of turnover | 2020 | 2019 | |||||
£ | £ | |||||||
Sale of goods |
|
|
||||||
By geographical market: | ||||||||
UK |
|
|
||||||
3 | Operating profit | 2020 | 2019 | |||||
£ | £ | |||||||
This is stated after charging: | ||||||||
Carrying amount of stock sold | - |
|
||||||
4 | Staff costs | 2020 | 2019 | |||||
£ | £ | |||||||
Wages and salaries |
|
|
||||||
Social security costs | - | - | ||||||
Other pension costs | - | - | ||||||
|
|
|||||||
Average number of employees during the year | Number | Number | ||||||
Administration |
|
|
||||||
|
|
|||||||
5 | Interest payable | 2020 | 2019 | |||||
£ | £ | |||||||
Bank loans and overdrafts |
|
|
||||||
6 | Taxation | 2020 | 2019 | |||||
£ | £ | |||||||
Analysis of charge in period | ||||||||
Tax on profit on ordinary activities | - | - | ||||||
Factors affecting tax charge for period | ||||||||
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: | ||||||||
2020 | 2019 | |||||||
£ | £ | |||||||
Profit on ordinary activities before tax |
|
|
||||||
|
|
|
||||||
£ | £ | |||||||
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
|
||||||
Effects of: | ||||||||
Expenses not deductible for tax purposes | ( |
( |
||||||
Current tax charge for period | - | - | ||||||
Factors that may affect future tax charges | ||||||||
7 | Intangible fixed assets | £ | ||||||
Goodwill: | ||||||||
Cost | ||||||||
At 1 October 2019 |
|
|||||||
Additions |
|
|||||||
At 29 September 2020 |
|
|||||||
Amortisation | ||||||||
At 1 October 2019 |
|
|||||||
At 29 September 2020 |
|
|||||||
Carrying amount | ||||||||
At 29 September 2020 |
|
|||||||
At 30 September 2019 |
|
|||||||
|
||||||||
8 | Investments | |||||||
Other | ||||||||
investments | ||||||||
£ | ||||||||
Cost | ||||||||
At 1 October 2019 |
|
|||||||
At 29 September 2020 |
|
|||||||
9 | Debtors | 2020 | 2019 | |||||
£ | £ | |||||||
Trade debtors |
|
- | ||||||
Other debtors |
|
|
||||||
|
|
|||||||
10 | Investments held as current assets | 2020 | 2019 | |||||
£ | £ | |||||||
Fair value | ||||||||
Increase/(decrease) in fair value included in the profit and loss account for the period | ||||||||
Unlisted investments | 297,500 | 302,008 | ||||||
297,500 | 302,008 | |||||||
11 | Creditors: amounts falling due within one year | 2020 | 2019 | |||||
£ | £ | |||||||
Bank overdrafts |
|
- | ||||||
Trade creditors |
|
|
||||||
Other taxes and social security costs | - |
|
||||||
Other creditors |
|
|
||||||
|
|
|||||||
12 | Creditors: amounts falling due after one year | 2020 | 2019 | |||||
£ | £ | |||||||
Other creditors |
|
|
||||||
13 | Share capital | Nominal | 2020 | 2020 | 2019 | |||
value | Number | £ | £ | |||||
Allotted, called up and fully paid: | ||||||||
|
£ |
- |
|
|
||||
14 | Share premium | 2020 | 2019 | |||||
£ | £ | |||||||
At 1 October |
|
|
||||||
Shares issued | - |
|
||||||
At 29 September |
|
|
||||||
15 | Profit and loss account | 2020 | 2019 | |||||
£ | £ | |||||||
At 1 October | ( |
( |
||||||
Profit for the period |
|
|
||||||
At 29 September | ( |
( |
||||||
16 | Related party transactions | |||||||
|
||||||||
2020 | 2019 | |||||||
Invoiced to the Company by Decibel Industries Limited: | £ | £ | ||||||
- In respect of the services of Christian Andrew | - | 50,000 | ||||||
- In respect of expenses of Christian Andrew | - | 6,066 | ||||||
Invoiced to the Company by Armstrong MacTavish Limited: | ||||||||
- In respect of the services of Christian Andrew | - | 50,000 | ||||||
Received by the Company from Decibel Industries Limited: | ||||||||
- Short Term Loan | - | 29,445 | ||||||
17 | Controlling party | |||||||
|
||||||||
18 | Financial instruments | |||||||
The group's financial instruments comprise cash and cash equivalents and various items such as other debtors, trade and other creditors, that arise directly from its operations. The main purpose of these financial instruments is to financa the group's operations. The Board regularly reviews and agrees policies for managing the level of risk arising from the group's financial instruments. These are summarised below: LIQUIDITY RISK The Company manages its cash and borrowing requirements to maximise interest income and minimise interest expense, whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business. CREDIT RISK Investment of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary. |
||||||||
19 | Post Balance Sheet Notes | |||||||
From March 2020, the Company has been adversly affected by the COViD-19 pandemic. The Directors continue to monitor and manage the situation as best as is possible in these unprecedented times On the 20th December 2021 the shareholders agreed to re-register Milamber Ventures plc as a private limited company - Milamber Ventures Ltd. |
||||||||
20 | Presentation currency | |||||||
|
||||||||
21 | Legal form of entity and country of incorporation | |||||||
Milamber Ventures Plc is a private company domiciled in England and Wales, registration number 05667178. | ||||||||
22 | Principal place of business | |||||||
The address of the company's principal place of business and registered office is: | ||||||||
27 Old Gloucester Street | ||||||||
London | ||||||||
WC1N 3AX | ||||||||
23 | Reconciliations on adoption of FRS 102 | |||||||
Profit and loss for the year ended 30 September 2019 | £ | |||||||
Profit under former UK GAAP | 310,555 | |||||||
Profit under FRS 102 | 310,555 | |||||||
Balance sheet at 30 September 2019 | £ | |||||||
Equity under former UK GAAP | 1,114,166 | |||||||
Equity under FRS 102 | 1,114,166 | |||||||
Balance sheet at 1 April 2018 | £ | |||||||
Equity under former UK GAAP | - | |||||||
Equity under FRS 102 | - | |||||||