Dukemount Capital
Plc
("Dukemount" or "the Company")
Interim Results for the six
months ended 31 March 2024
Dukemount Capital Plc (LSE: DKE) is
pleased to announce its unaudited interim results for the six
months ended 31 March 2024 ("the Interim Report").
For further information, please
visit www.dukemountcapitalplc.com
or contact:
Dukemount Capital
Plc:
Email info@dukemountplc.com
Paul Gazzard,
CEO
Geoffery Dart,
Non-Executive Director
Broker
Enquiries:
Peterhouse Capital Limited
Tel: +44 (0) 207 469
0930
CHIEF EXECUTIVE OFFICER'S STATEMENT
Summary
·
Initiated a complex and substantial capital
reorganisation during the period under review (completed in April
2024), involving, inter-alia;
o Conversion of £500,000 of outstanding convertible loan notes
into new ordinary shares
o Capitalisation of a £900,000 outstanding loan, by way of an
equity subscription
o £300,000 placing with new investors at £0.0004 per
share
o Dukemount now substantially debt-free, significantly enhancing
attractions of Company as a Reverse Take-Over vehicle.
Details
During the period reported on, the
board has focused on eliminating as far as possible the Company's
substantial debt position.
12 January 2024, Chesterfield
Capital Limited converted £500,000 of existing debt into equity at
a conversion price of £0.065. On 4 March 2024, the Company
announced the capitalisation of £900,000 due under the Facility
Agreement. Consequently, there are no outstanding debts due under
the Facility Agreement and all outstanding convertible loans have
been settled.
Additionally, the Company raised
gross proceeds of £300,000 through a subscription, which was
completed on 18 April 2024.
The board has undertaken significant
restructuring to ensure that the financial position and prospects
of the Company are now such that Dukemount is in a position to
facilitate a future reverse take-over transaction. The Company is
now in a stronger position to pursue potential strategic
opportunities, focusing on identifying sectors with significant
capital growth potential.
Interim Management Report
I hereby present the Interim Report
for the six months ended 31 March 2024. During the period, the
Group made a profit of £198,326 as a result of debt forgiveness on
conversion to equity (compared to a loss of £221,666 for the six
months ended 31 March 2023). The Board has minimized all operating
costs while taking steps to ensure the financial position and
prospects of the Company are maintained to facilitate a future
reverse takeover transaction.
Outlook
With the support of its funders and
professional advisers, Dukemount is now optimistic that a
transaction can be secured to further its prospects and deliver
value to shareholders in the near future.
I would like to take this
opportunity to thank our shareholders for their patience and
support, and the Dukemount team for their continuing efforts in
driving this business forward.
Paul Gazzard
On behalf of the Board
26th June 2024
Responsibility Statement
We confirm that to the best of our
knowledge:
·
the Interim Report has been prepared in accordance
with International Accounting Standards 34, Interim Financial
Reporting, as adopted by the EU;
·
gives a true and fair view of the assets,
liabilities, financial position and loss of the Group;
·
the Interim Report includes a fair review of the
information required by DTR 4.2.7R of the Disclosure and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the set of interim financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
·
the Interim Report includes a fair review of the
information required by DTR 4.2.8R of the Disclosure and
Transparency Rules, being the information required on related party
transactions.
The Interim Report was approved by
the Board of Directors and the above responsibility statement was
signed on its behalf by:
Paul Gazzard
Director
26th June 2024
Consolidated Statement of Comprehensive
Income
For the six months ended 31 March
2024
|
Note
|
Group
Unaudited
31 March
2024
£
|
Group
Unaudited
31 March
2023
£
|
Group
Audited
18 month period to 30
September 2023
£
|
Continuing operations
|
|
|
|
|
Other operating income
|
|
-
|
-
|
3,731
|
Cost of sales
|
|
-
|
-
|
-
|
|
|
|
|
|
Gross Profit/(Loss)
|
|
-
|
-
|
3,731
|
|
|
|
|
|
Administrative expenses
|
|
(39,183)
|
(102,472)
|
(124,227)
|
Write back of investment
cost
|
|
237,509
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
198,326
|
(102,472)
|
(120,496)
|
|
|
|
|
|
Interest received
|
|
-
|
-
|
-
|
Finance charges
|
|
-
|
(119,194)
|
(190,094)
|
Profit/(loss) before taxation
|
|
198,326
|
(221,666)
|
(310,590)
|
|
|
|
|
|
Income tax
|
|
-
|
-
|
-
|
|
|
|
|
|
Profit/(loss) for the period from continuing
operations
|
|
198,326
|
(221,666)
|
(310,590)
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
Loss
for the period/year from discontinued
operations
|
|
-
|
-
|
(97,387)
|
Total comprehensive income for the
period/year
|
|
198,326
|
(221,666)
|
(407,977)
|
|
|
|
|
|
Total comprehensive income for the year attributable
to:
|
|
|
|
|
Owners of Dukemount
Capital Plc
|
|
198,326
|
(221,666)
|
(359,284)
|
Non-controlling interests
|
|
-
|
-
|
(48,693)
|
|
|
198,326
|
(221,666)
|
(407,977)
|
|
|
|
|
|
Earnings per share attributable to equity
owners
|
|
|
|
|
|
|
|
|
|
Basic and diluted (pence)
|
4
|
0.0004
|
(0.0004)
|
(0.0006)
|
|
|
|
|
|
Consolidated Statement of Financial Position
At 31 March 2024
|
Note
|
Group
Unaudited
31 March
2024
£
|
Group
Unaudited
31 March
2023
£
|
Group
Audited
30 September
2023
£
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
Trade and other
receivables
|
5
|
18,099
|
19,371
|
534
|
Cash and cash equivalents
|
|
13,043
|
10,117
|
16,650
|
Total Current assets
|
|
31,142
|
29,488
|
17,184
|
|
|
|
|
|
Total assets
|
|
31,142
|
29,488
|
17,184
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Trade and other payables
|
6
|
(316,792)
|
(1,704,344)
|
(1,901,161)
|
|
|
|
|
|
Total Current liabilities
|
|
(316,792)
|
(1,704,344)
|
(1,901,161)
|
|
|
|
|
|
Total liabilities
|
|
(316,792)
|
(1,704,344)
|
(1,901,161)
|
|
|
|
|
|
NET
LIABILITIES
|
|
(285,650)
|
(1,674,856)
|
(1,883,977)
|
|
|
|
|
|
Capital and reserve attributable to the equity holders of the
Parent
|
|
|
|
|
Share capital
|
7
|
1,523,936
|
616,243
|
616,243
|
Share premium
|
|
1,741,613
|
1,249,305
|
1,249,305
|
Share based payments
reserve
|
|
2,960
|
2,960
|
2,960
|
Retained earnings
|
|
(3,554,159)
|
(3,543,364)
|
(3,752,485)
|
TOTAL EQUITY
|
|
(285,650)
|
(1,674,856)
|
(1,883,977)
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
For the six months ended 31 March
2024
|
Share
capital
|
Share
premium
|
Share based payment
reserve
|
Retained
losses
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
Balance as at 1 October 2022
|
513,535
|
1,249,305
|
2,960
|
(3,321,698)
|
(1,555,897)
|
Loss for the period
|
-
|
-
|
-
|
(221,666)
|
(221,666)
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(221,666)
|
(221,666)
|
Issue of ordinary shares
|
102,708
|
-
|
-
|
-
|
102,708
|
Total transactions with owners
|
102,708
|
-
|
-
|
-
|
102,708
|
Balance at 31 March 2023
|
616,243
|
1,249,305
|
2,960
|
(3,543,364)
|
(1,674,856)
|
Loss for the period
|
-
|
-
|
-
|
(209,121)
|
(209,121)
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(209,121)
|
(209,121)
|
Issue of ordinary shares
|
-
|
-
|
-
|
-
|
-
|
Total transactions with owners
|
-
|
-
|
-
|
-
|
-
|
Balance as at 30 September 2023
|
616,243
|
1,249,305
|
2,960
|
(3,752,485)
|
(1,883,977)
|
Profit for the period
|
-
|
-
|
-
|
198,326
|
198,326
|
Total comprehensive income for the period
|
-
|
-
|
-
|
198,326
|
198,326
|
Issue of ordinary shares
|
353,074
|
492,308
|
-
|
-
|
845,382
|
Issue of deferred shares
|
554,619
|
-
|
-
|
-
|
554,619
|
Total transactions with owners
|
907,693
|
492,308
|
-
|
-
|
1,400,001
|
Balance at 31 March 2024
|
1,523,936
|
1,741,613
|
2,960
|
(3,554,159)
|
(285,650)
|
Consolidated Statement of Cashflows
For the six months ended 31 March
2024
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
£
|
£
|
£
|
|
|
|
|
Operating activities
|
|
|
|
Profit/(Loss) before
taxation
|
198,326
|
(221,666)
|
(407,977)
|
Shares issued in lieu of
expenses
|
-
|
74,575
|
74,575
|
(Increase)/decrease in trade and
other receivables
|
(17,565)
|
(14,505)
|
37,630
|
(Decrease) / increase in trade and
other payables
|
(1,584,369)
|
82,876
|
34,214
|
Net
cash used in operating activities
|
(1,403,608)
|
(78,720)
|
(261,558)
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
Disposal of investment in
subsidiary
|
-
|
-
|
350,000
|
|
|
|
|
Net Cash generated from Investing
Activities
|
-
|
-
|
350,000
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
Loans received
|
-
|
85,790
|
123,994
|
Loans repaid
|
-
|
-
|
(215,000)
|
Loans converted to equity
|
1,400,000
|
-
|
-
|
Net
Cash generated from Financing Activities
|
1,400,000
|
85,790
|
(91,006)
|
|
|
|
|
Increase/(Decrease) in cash and cash equivalents in period/
year
|
(3,607)
|
7,070
|
(2,564)
|
Cash and cash equivalents at
beginning of period / year
|
16,650
|
3,047
|
19,214
|
|
|
|
|
Cash
and cash equivalents at end of period / year
|
13,043
|
10,117
|
16,650
|
|
|
|
|
Notes to the Interim Report
For the six months ended 31
March 2024
1.
GENERAL INFORMATION
Dukemount Capital Plc (the
"Company") is a company domiciled in England. The interim
report for the six months ended 31 March 2024 comprises the results
of the Company and its subsidiaries (together referred to as the
"Group").
2.
BASIS OF PREPARATION
The condensed consolidated interim
financial statements have been prepared under the historical cost
convention and on a going concern basis and in accordance with
International Financial Reporting Standards, International
Accounting Standards and IFRIC interpretations endorsed for use in
the United Kingdom ("IFRS"). The condensed consolidated interim
financial statements contained in this document do not constitute
statutory accounts. In the opinion of the directors, the condensed
consolidated interim financial statements for this period fairly
presents the financial position, result of operations and cash
flows for this period. The Board of Directors approved this Interim
Financial Report on 26 June 2024.
The directors resolved in September
2023 to extend the accounting reference date from 30 April to 30
September; accordingly the current period is for 1 October 2023 to
31 March 2024.
Statement of
compliance
The Interim Report includes the
consolidated interim financial statements which have been prepared
in accordance with International Accounting Standard 34 'Interim
Financial Reporting'. The condensed interim financial statements
should be read in conjunction with the annual financial statements
for the period ended 30 September 2023, which have been prepared in
accordance with IFRS endorsed for use in the United
Kingdom.
Accounting
policies
The condensed consolidated interim
financial statements for the period ended 31 March 2023 have not
been audited or reviewed in accordance with the International
Standard on Review Engagements 2410 issued by the Auditing
Practices Board. The figures were prepared using applicable
accounting policies and practices consistent with those adopted in
the statutory annual financial statements for the year ended 30
September 2023. There have been no new accounting policies adopted
since 30 September 2023.
Going
concern
The Group has assessed its ability
to continue as a going concern. The Directors, having made due and
careful enquiry, are of the opinion that the Group will have access
to adequate working capital to meet its obligations for the period
of at least twelve months from the date when the condensed interim
financial statements are authorised for issue. The Directors
therefore have made an informed judgement, at the time of approving
these condensed interim financial statements, that there is a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Going
forward, the Group will require further funds. The success of
securing these has been identified as a material uncertainty which
may cast significant doubt over the going concern assessment.
Whilst acknowledging this material uncertainty, based upon the
expectation of completing a successful fundraising in the near
future the Directors consider it appropriate to continue to prepare
these condensed interim financial
statements for the period ended 31 March 2024 on a going concern basis.
3.
RISKS
AND UNCERTAINTIES
The Board continually assesses and monitors the
key risks of the business. The key risks
that could affect the Group's short and medium-term performance and
the factors that mitigate those risks have not substantially
changed from those set out in the Company's 2023 audited financial
statements, a copy of which is available on the Company's
website: http://www.dukemountcapitalplc.com.
4.
EARNINGS PER SHARE
The basic loss per share is derived
by dividing the loss for the period attributable to ordinary
shareholders by the weighted average number of shares in
issue.
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
£
|
£
|
£
|
Profit/(loss) for the
period
|
198,326
|
(221,666)
|
(359,284)
|
Weighted average number of shares -
expressed in thousands
|
498,171
|
607,514
|
582,659
|
Basic earnings per share - expressed
in pence
|
0.0004
|
(0.0004)
|
(0.0006)
|
5
TRADE AND OTHER RECEIVABLES
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
£
|
£
|
£
|
Other receivables
|
18,099
|
19,371
|
534
|
|
|
|
|
|
18,099
|
19,371
|
534
|
6.
TRADE AND OTHER PAYABLES
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
£
|
£
|
£
|
Trade and other payables
|
115,703
|
107,418
|
102,560
|
Other creditors
|
81,089
|
1,520,156
|
1,678,601
|
Accruals
|
120,000
|
76,770
|
120,000
|
|
|
|
|
|
316,792
|
1,704,344
|
1,901,161
|
7.
SHARE
CAPITAL
Allotted, issued and fully paid
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
Number
|
Number
|
Number
|
At beginning of period
|
616,243,164
|
588,110,974
|
513,535,974
|
New shares issued at £0.001
each
|
353,073,459
|
28,132,190
|
102,707,190
|
At end of period (number)
|
969,316,623
|
616,243,164
|
616,243,164
|
At end of period (£)
|
969,317
|
616,243
|
616,243
|
Deferred
|
Group
Unaudited
31 March
2024
|
Group
Unaudited
31 March
2023
|
Group
Audited
30 September
2023
|
|
Number
|
Number
|
Number
|
At beginning of period
|
-
|
-
|
-
|
New shares issued at £0.009
each
|
61,624,316
|
-
|
-
|
At end of period (number)
|
61,624,316
|
-
|
-
|
At end of period (£)
|
554,619
|
-
|
-
|
At its AGM in January 2024, it was
approved that 616,243,164 Existing Ordinary Shares, having a
nominal value of £0.001 each in the capital of the Company, be
consolidated into 61,624,316 Consolidation Shares having a nominal
value of £0.01 (such that every, 10 Existing Ordinary Shares having
a nominal value of £0.001 each, were consolidated into one
Consolidation Share having a nominal value of £0.01 each). It was
further approved that each Consolidation Share of £0.01 each in the
capital of the Company be sub-divided and reclassified into one (1)
New Ordinary Share of £0.001 each and one (1) Deferred Share of
£0.009 each in the capital of the Company.
At a further AGM held post the
current period under review, in April 2024, it was approved that
each Existing Ordinary Share of £0.001 be sub-divided into one
ordinary share of £0.00001 and one Deferred Share of
£0.00099.
8.
APPROVAL OF INTERIM FINANCIAL STATEMENTS
The Condensed interim financial
statements were approved by the Board of Directors on 26 June 2024.
A copy can be obtained on the Company's website at
www.dukemountcapitalplc.com