TIDMOBOR
RNS Number : 8487Q
Starcrest Education Limited
30 June 2022
30 June 2022
Starcrest Education Limited
("Starcrest" or the "Company" or the "Group")
Final Results
Starcrest Education Limited (LSE: OBOR), the international
developer and operator of education services in Europe, is pleased
to announce its audited final results for the year ended 31
December 2021.
Highlights
-- Cash balance of GBP42,427 as at 31 December 2021
-- Loss before tax of GBP1,391,381 for the year ended 31 December 2021
-- Post period end, on 23 March 2022, the Company announced that
it had signed an agreement with Fairview International School (UK)
Limited, for an advance of up to GBP1 million ("Advance
Agreement"). As part of the terms of the Advance Agreement,
Starcrest and Fairview have also agreed to acquire an interest in
several Fairview IB World Schools (together the "Proposed
Acquisition") subject to negotiation on the specific details.
Jeff Zhang, Executive Director of Starcrest, commented:
"We are pleased to announce Starcrest's final results for the
year ended 31 December 2021.
"In line with our strategic focus on education opportunities
within the UK and Europe, we have continued, throughout the period,
to seek acquisition targets that fit our search criteria and offer
attractive growth potential and shareholder returns.
"During the period, with uncertainties as a result of the
COVID-19 pandemic a major contributory factor, the Company
announced its decision to no longer proceed with the Company's
previously stated intention to acquire 60% of the issued share
capital of The London School of Science and Technology Limited
("LSST").
"Upon the cancellation of the intention to acquire LSST, we
announced the Company's intention to acquire up to 80% of the
issued share capital of National Training Company Limited ("NTC").
While the acquisition of NTC was considered by the Board to be an
excellent opportunity for the Company, due to market conditions,
the Company was not able to proceed with the reverse takeover.
"Post-period, we are pleased to announce that the Company has
signed an agreement with Fairview International School (UK) Limited
("FIS UK") for an advance of up to GBP1 million. In addition to the
advance, as part of the terms of the Advance Agreement, Starcrest
and Fairview have also agreed to acquire an interest in several
Fairview IB World Schools (together the "Proposed Acquisition")
subject to negotiation on the specific details.
"We believe that the opportunity fits with the Company's
strategy and provides an opportunity for long-term growth and
returns to shareholders. The Board continues to work hard to
facilitate the deal and will update the market with
developments.
"The Board is confident that the Company is sufficiently funded
and has the appropriate strategy to grow the Company.
"We would like to take this opportunity to thank the Company's
shareholders for their continued support and all employees for
their hard work.
"We look forward to providing further updates to the market in
due course."
- Ends -
Enquiries:
Starcrest Education
Jeff Zhang, Executive Director +44 (0) 7768 031454
Allenby Capital Limited (Financial
Adviser and Broker)
John Depasquale
Vivek Bhardwaj +44 (0) 20 3328 5657
Yellow Jersey PR (Financial PR)
Sarah Hollins
Henry Wilkinson +44 (0) 20 3004 9512
Notes to editors:
Starcrest is an international developer and operator of
education services in Europe. The Company was established to seek
acquisition opportunities in the international education sector and
to provide premier education services and products in the UK and to
countries in Europe.
Starcrest listed on the Main Market of the London Stock Exchange
on 31 January 2019 under the ticker symbol (LSE: OBOR). Further
information can be found on the Company's website at
https://www.starcresteducation.com .
Strategic Report
Introduction
I am pleased to report the final results for the year ended 31
December 2021.
Strategy and Transactions
Upon the Company's admission to trading on 31 January 2019,
Starcrest initially had a strategic focus on opportunities in the
Chinese education sector, as well as in the UK and Europe. However,
the Company's international strategy has been constrained by the
measures imposed in response to the COVID-19 pandemic. Accordingly,
the Company now intends to provide premier education services and
products in the UK and Europe. In September 2021, the Company's
shareholders approved its intention to change its name from
"Starcrest Education The Belt & Road Limited" to "Starcrest
Education Limited" to better reflect our new strategic focus.
In line with the Group's strategy, we have been proactively
seeking relevant acquisition opportunities that fit with
Starcrest's search criteria and that offer attractive growth
potential.
In August 2021, with uncertainties as a result of the COVID-19
pandemic a major contributory factor, the Company announced its
decision to no longer proceed with the Company's previously stated
intention to acquire 60% of the issued share capital of The London
School of Science and Technology Limited ("LSST"), as first
announced on 18 September 2019.
At the same time, Starcrest announced its intention to acquire
up to 80% of the issued share capital of National Training Company
Limited ("NTC"). Subsequently, in December 2021, the Company
announced the cancellation of its intended acquisition of NTC. The
Directors considered NTC to be an excellent opportunity for the
Company, however, due to market conditions, the Company was not
able to proceed with the reverse takeover.
Post period end, on 23 March 2022, the Company announced that it
had signed an agreement with Fairview International School (UK)
Limited, for an advance of up to GBP1 million ("Advance Agreement")
. As part of the terms of the Advance Agreement, Starcrest and
Fairview have also agreed to acquire an interest in several
Fairview IB World Schools (together the "Proposed Acquisition")
subject to negotiation on the specific details.
Fairview is the largest network of IB World Schools with 5
campuses across Malaysia and Scotland being the latest addition to
the network. Fairview has been in education for over 4 decades and
was recognised as among the Top 1% Global IB Schools for excellence
in its academic achievement for the last 2 years.
Results and Trading
As of 31 December 2021, the Group had cash balances of
GBP42,427. Loss before tax for the year ended 31 December 2021 was
GBP1,391,381.
The majority of the losses reported in the year, representing
approximately GBP0.95m, is attributed to professional fees and
associated costs relating to the reverse takeover project in 2021
and funds incurred in legal and financial due diligence.
Working Capital and Going Concern
As at 31 May 2022, funds held at our banks equated to GBP65,479.
The agreement with Fairview has provided an advance of up to GBP1
million of which the Company has drawn GBP200,000.
The Board has reviewed its cash flows for the next 12 months on
two scenarios, having taken into account current overheads and
projected costs associated with the due diligence on the Proposed
Acquisition. Further details of the scenarios can be found in Note
4 to the financial statements.
Having considered the cash flow forecast scenarios, the
Directors have identified circumstances that give rise to material
uncertainties that may cast significant doubt on the ability of the
Company and Group to continue as a going concern. Further details
can be found in Note 4 to the financial statements.
Annual General Meeting
We anticipate our Annual General Meeting will be held in August
2022. The Company will notify shareholders of our proposed date and
venue when the Annual Accounts are circulated.
Summary and Outlook
Throughout the period, the Company remained proactively seeking
acquisition targets that fit its search criteria and offer
attractive growth potential and returns to shareholders.
Post period end, following their appointments to the Board in
April 2022, we are also pleased to announce that Lim Hun Soon @
David Lim and Jasbeer Singh A/L Banta Singh have been appointed as
interim Co-Chairmen of the Company. Lim Hun Soon @ David Lim and
Jasbeer Singh A/L Banta Singh bring extensive relevant financial
and legal expertise across a broad range of businesses at this
transformational time in the Company's development.
We would like to take this opportunity to thank the Company's
shareholders for their continued support and all employees for
their hard work.
The Directors look forward to updating the market with our
progress as and when possible.
Xiao Jun Zhang
Executive Director
30 June 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
Note Year Ended Year Ended
31 December 31 December
2021 2020
GBP GBP
Administrative expenses (1,391,381) (1,537,335)
--------------- ---------------
Operating loss 10 (1,391,381) (1,537,335)
Loss before taxation (1, 391 ,381) (1,537,335)
Taxation 13 - -
--------------- ---------------
Loss for the year (1, 391 ,381) (1,537,335)
Other comprehensive loss
Exchange (loss) /gain
arising on translation
to presentation currency (10,709) 209,581
--------------- ---------------
Total comprehensive loss
for the year (1,402,090) (1,327,754)
--------------- ---------------
Loss per share - basic
and diluted (pence per
share) 14 ( 6.45 ) (7.13)
--------------- ---------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2021
As at As at
31 December 31 December
2021 2020
Note GBP GBP
------------------------------------- ------ --------------- --------------
Assets
Non-current assets
Right-of-use assets - -
Total non-current assets - -
Current assets
Cash and cash equivalents 16 42,427 1,454,672
Trade and other receivables 1,441 16,681
--------------- --------------
Total current assets 43,868 1,471,353
--------------- --------------
Total assets 43,868 1,471,353
=============== ==============
Equity and liabilities
Capital and reserves attributable
to owners of the company
Share capital 18 215,600 215,600
Share premium 19 3,454,364 3,454,364
Other reserve - -
Retained earnings (4,335,160) (2,943,779)
Foreign exchange reserves 85,444 96,153
--------------- --------------
Total equity (579,752) 822,338
Liabilities
Current liabilities
Trade and other payables 17 623,620 649,015
Total liabilities 623,620 649,015
Total equity and liabilities 43,868 1,471,353
=============== ==============
These financial statements were approved by the Board of
Directors for issue on 30 June 2022 and signed on behalf by:
Xiao Jun Zhang
Executive Director
30 June 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2021
Foreign
Share Share Other Retained exchange Total
capital premium Reserve earnings reserves equity
GBP GBP GBP GBP GBP GBP
---------------------- ----------- ------------ ----------- ------------- ----------- -------------
Balance
at 01 January
2021 215,600 3,454,364 - (2,943,779) 96,153 822,338
Loss for
the year - - - (1,391,381) - (1,391,381)
Other comprehensive
loss for
the year - - - - (10,709) (10,709)
----------- ------------ ----------- ------------- ----------- -------------
Balance
at 31 December
2021 215,600 3,454,364 - (4,335,160) 85 ,444 (579,752)
----------- ------------ ----------- ------------- ----------- -------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Foreign
Share Share Other Retained exchange Total
capital premium Reserve earnings reserves equity
GBP GBP GBP GBP GBP GBP
---------------------- ----------- ------------ ----------- ------------- ----------- -------------
Balance
at 01 January
2020 215,600 3,454,364 - (1,406,444) (113,428) 2,150,092
Loss for
the year - - - (1,537,335) - (1,537,335)
Other comprehensive
loss for
the year - - - - 209,581 209,581
----------- ------------ ----------- ------------- ----------- -------------
Balance
at 31 December
2020 215,600 3,454,364 - (2,943,779) 96,153 822,338
----------- ------------ ----------- ------------- ----------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2021
Year Ended Year Ended
31 December 31 December
2021 2020
Note GBP GBP
------------------------------------- ------- -------------- --------------
Cash flows from operating
activities
Loss for the year (1,391,381) (1,537,335)
Decrease/(Increase) in receivables 15,240 (2,081)
Decrease in payables ( 25,395) (2,539)
-------------- --------------
Net cash used in operating
activities (1,401,536) (1,541,955)
-------------- --------------
Net (decrease)/increase in
cash and cash equivalents (1,401,536) (1,541,955)
Cash and cash equivalents
at beginning of the financial
period 1,454,672 2,787,046
Exchange losses on cash and
cash equivalents (10,709) 209,581
-------------- --------------
Cash and cash equivalents
at end of financial period 14 42,427 1,454,672
============== ==============
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1. GENERAL INFORMATION
Starcrest Education Limited ("the Company") was incorporated and
registered in the Cayman Islands as a private company limited by
shares on 23 May 2018 under the Companies Law (as revised) of The
Cayman Islands, with the name Starcrest Education The Belt &
Road Limited, and registered number 337619. The Company has
officially changed the name to Starcrest Education Ltd on 30
September 2021, the RNS was released on 5 October 2021.
The Company's registered office is located at Cricket Square,
Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
2. PRINCIPAL ACTIVITIES
The principal activity of the Group is to seek education related
acquisition opportunities in Europe.
3. RECENT ACCOUNTING PRONOUNCEMENTS
(a) New interpretations and revised standards effective for the year ended 31 December 2021
The International Accounting Standards Board (Board) has issued
an amendment to IFRS 16 Leases to make it easier for lessees to
account for COVID-19-related rent concessions such as rent holidays
and temporary rent reductions.
The Group's had no lease contract in the last financial
year.
(b) Standards and interpretations in issue but not yet effective
There are a number of standards and interpretations which have
been issued by the International Accounting Standards Board that
are effective for periods beginning subsequent to 1 January 2021.
The Directors do not believe these standards and interpretations
will have a material impact on the financial statements once
adopted.
4. BASIS OF PREPARATION
The consolidated financial information has been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union and prepared under the
historic cost convention.
The consolidated financial statements include the audited
financial statements for the Company for the year ended 31 December
2021 and its subsidiary companies (See Note 15 ).
The Group's functional currency is USD as cash raised by
shareholders was in USD. The Company listed its shares on the Main
market of the London Stock Exchange on 31 January 2019. The
directors have decided to present the financial information in
Pounds Sterling (GBP) rounded to nearest GBP1, which is the
Company's presentation currency, as the Company is listed in the
UK.
Going Concern
On 11 March 2022, the Company signed a loan agreement with
Fairview International School (UK) Limited (Fairview) for an
advance of up to GBP1,000,000. The loan is made available in
tranches, with GBP200,000 received to date and further tranches
totalling GBP800,000 to be made available for expenses incurred by
the Group. The loan is repayable on the earlier of the successful
completion of the reverse takeover of the Company by Fairview and
the acquisition of certain Fairview IB World Schools (the Proposed
Acquisition) or 12 months from the date of the loan agreement. The
agreement contains a call option over up to 75% of the share
capital of the Company which can be exercised at any time.
In order assess the going concern position of the Company and
Group, the Directors have prepared forecasts and projections for a
period of at least 12 months from the date of these financial
statements under two scenarios. The first scenario is that the
Proposed Acquisition of Fairview, as announced on 23 March 2022,
completes in December 2022. The expectation is that, under this
scenario, sufficient additional capital will be received by the
Company from new shareholders enabling repayment of the Fairview
loan. Having considered the financial position of the businesses
subject to the Proposed Acquisition, the Directors' expectation is
that the enlarged Group will be cash generative from the date of
the acquisition such that it is expected to be able to continue as
a going concern. In connection with the Proposed Acquisition,
discussions with the Fairview and professional advisors to support
the transaction are progressing well and the Directors expect to be
able to agree terms with all parties. The Group needs to agree
extended payment terms with its creditors and is reliant on its
immediate parent not requesting repayment of the amounts owed to it
by the Company as disclosed in Note 21, in order that it is able to
complete the Proposed Acquisition.
The second scenario is that the Proposed Acquisition does not
take place before 30 June 2023. Under this scenario, in addition to
the need to extend payment terms with creditors and avoid repayment
of the amounts due to the immediate parent company as described
above, the Directors intend to amend and extend the loan
arrangement with Fairview and to obtain additional working capital
from Fairview in order that the Group and Company can continue to
meet their obligations as they fall due for a period of at least
one year from the date of these financial statements. The Directors
envisage such a scenario would only arise in the event that there
was an unexpected delay in the timing of the Proposed
Acquisition.
The existence of the circumstances above gives rise to material
uncertainties that may cast significant doubt on the ability of the
Group and Company to continue as a going concern, and therefore
that it may not be able to realise its assets and discharge its
liabilities in the ordinary course of business. However, the
Directors are confident in their ability to execute the Proposed
Acquisition, to raise sufficient capital from new shareholders, to
agree extended payment terms with their creditors and, if
necessary, obtain alternative sources of funds as described above.
The Directors have received a letter of support from the immediate
parent company stating that it will not seek repayment of the
amounts owed by the Company prior to completing the Proposed
Acquisition.
On the basis of the above, Directors have a reasonable
expectation that the Company and Group will have sufficient
resources to meet their obligations as they fall due. Accordingly,
these financial statements have been prepared on a going concern
basis.
5. SIGNIFICANT ACCOUNTING POLICIES
5.1 Foreign currency translation
Transactions in currencies other than the entity's functional
currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each
reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not
retranslated.
Exchange differences are recognised in profit or loss in the
period in which they arise.
Results at 31 December 2021 are translated into the presentation
currency. Assets and liabilities are translated at the closing rate
while income and expenses are translated at exchange rates at the
dates of the transactions. Differences arising are recognised in
Other Comprehensive Income in the period in which they arise.
5.2 Financial instruments
A financial asset or a financial liability is recognised only
when the Group becomes a party to the contractual provisions of the
instrument.
Financial instruments are initially recognised at the
transaction price as this represents fair value, unless the
arrangement constitutes a financing transaction, where it is
recognised at the present value of the future payments discounted
at a market rate of interest.
Financial assets
Financial assets are initially recognised at fair value, less
transaction costs. Subsequent to initial recognition, they are
recorded at amortised cost.
Financial liabilities
Financial liabilities are initially recognised at fair value
less transaction costs. Subsequent to initial recognition, they are
recorded at amortised cost.
5.3 Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares or options in
relation to ordinary shares are shown in equity as a deduction, net
of taxation, from the proceeds.
5.4 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and other short term highly liquid investments that
are readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value.
5.5 Earnings per share
Basic earnings per share is computed using the weighted average
number of shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of shares
during the period plus the dilutive effect of dilutive potential
ordinary shares outstanding during the year.
5.6 Leases
Where the Group enters into leases that are longer than 12
months, the Group recognises right-of-use assets measured at an
amount equal to the lease liability. The lease liability is
measured at the present value of the remaining lease payments,
discounted using the Group's incremental borrowing rate at date of
lease commencement. Lease modifications are accounted for at the
effective date of the lease modification.
6. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.
Other than the assessment of going concern as described in Note
4, there are no significant accounting estimates or judgements that
affect reported amounts of assets, liabilities, income and expenses
in this period.
7. FINANCIAL RISK MANAGEMENT
The Group has exposure to liquidity risk, foreign currency risk
and capital risks from its use of financial instruments. Credit,
interest rate and market risks are not considered to be material to
the Group. The Group is not subject to any external imposed capital
requirements.
The Group's financial instruments consist mainly of cash and
accounts payable.
a) Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Group's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.
The Group's financial liabilities comprise amounts due to the
parent company and accruals. The Group's financial assets comprise
cash and cash equivalents.
b) Foreign currency risk
The impact of exchange rate fluctuations that are recognised
through other comprehensive income are those that arise on
translation from functional to presentation currency. The carrying
amounts of the balances and transactions denominated in a currency
other than the Group's presentation currency are as follows:
2021 United States Dollar RMB
C ash at bank 5,227 -
Amounts due to the parent company - (175,055)
-------------------------------- ---------------
Total 5,227 (175,055)
================================ ===============
2020 United States Dollar RMB
C ash at bank 256,446 -
Amounts due to the parent company - (167,781)
-------------------------------- ---------------
Total 256,446 (167,781)
================================ ===============
A ten percent strengthening of GBP (GBP) against the following
currencies at 31 December would have (decreased)/increased reported
equity and other comprehensive income by the following amounts:
2021
Other comprehensive income Equity
United States Dollar (475) (475)
RMB 15,914 15,914
2020
Other comprehensive income Equity
United States Dollar (17,081) (17,081)
RMB 15,253 15,253
A ten percent weakening of GBP (GBP) against the following
currencies at 31 December would have (decreased)/increased reported
equity and other comprehensive income by the following amounts:
2021
Other comprehensive income Equity
United States Dollar 581 581
RMB (19,451) (19,451)
2020
Other comprehensive income Equity
United States Dollar 20,876 20,876
RMB (18,642) (18,641)
The impact of the exchange rate fluctuations that are recognised
through profit or loss are those that arise on translation to
functional currency. The carrying amounts of the balances and
transactions denominated in a currency other than the entity's
functional currency (United States Dollar) are as follows:
2021 GBP RMB
(56,164) (235,921)
Amounts due to the parent company
Creditors (18,868) -
Accruals (529,499) -
Trade and other receivables 1,887
Total (602,645) (235,921)
=============== ===============
2020 GBP RMB
Amounts due to the parent company (56,881) (229,005)
Creditors (63,143) -
Accruals (528,873) -
Other creditor (7,940)
Trade and other receivables 21,515 -
Total (635,321) (229,005)
=============== ===============
A ten percent strengthening of USD ($) against the following
currencies at 31 December would have (decreased)/increased reported
equity and profit or loss by the following amounts:
2021
Profit or loss Equity
GBP 49,685 49,685
RMB 21,447 21,447
2020
Profit or loss Equity
GBP 51,749 51,749
RMB 20,819 20,819
A ten percent weakening of USD ($) against the following
currencies at 31 December would have (decreased)/increased reported
equity and profit or loss by the following amounts:
2021
Profit or loss Equity
GBP (40,651) (40,651)
RMB (26,213) (26,213)
2020
Profit or loss Equity
GBP (42,316) (42,316)
RMB (25,445) (25,445)
c) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. Credit allowances are made for estimated losses that have
been incurred by the reporting date.
8. CAPITAL MANAGEMENT
The Group actively manages the capital available to fund the
Group, comprising equity and reserves. The Group's objectives when
maintaining capital is to safeguard the entity's ability to
continue as a going concern, so that it can continue to provide
returns for shareholders.
9. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess perfo rm
ance and determine the allocation of resources. The Board of
Directors are of the opinion that under IFRS 8 the Group has only
one operating segment. The Board of Directors assess the perfo rm
ance of the operating segment using financial information which is
measured and presented in a m ann er consistent with that in the
Financial Statements. Segmental reporting will be reviewed and
considered in light of the development of the Group's business over
the next reporting period.
10. OPERATING LOSS
The operating loss is stated after charging/(crediting):
Y ear ended Year ended
31 December 31 December
2021 2020
GBP GBP
Foreign exchange (gains) - -
--------------- ---------------
Administrative expenses incurred in the year principally include
amounts incurred in connection with the Proposed Transaction, being
legal and professional fees, together with directors and staff
costs as shown in Note 11.
11. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Y ear ended Year ended
31 December 31 December
2020 2020
GBP GBP
Key management emoluments
Remuneration 202,500 178,333
-------------- --------------
GBP GBP
Executive Directors
Xingchen Zhu - 10,000
Xiaojun Zhang 107,500 63,833
Peng Luo - 7,500
Non-executive Directors
John McLean OBE 35,000 35,000
Norman Cumming 30,000 30,000
Nicholas Petford DSc 30,000 30,000
202,500 178,333
Employees 145,796 131,917
Staff costs
National Insurance 15,050 5,921
Employers N.I. (Directors) 12,453 9,026
Employers N.I. (Employees) 27,503 14,947
Pension 3,225 1,375
Staff pensions (Directors) 4,200 4,121
Staff pensions (Employees) 7,425 5,496
12. AUDITORS' REMUNERATION
The following remuneration was received by the Company's
auditors:
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Remuneration for the
audit of the Company's
financial statements 31 , 580 29,625
Corporate finance services 227,300 90,000
13. TAXATION
The Company is incorporated in the Cayman Islands, and its
activities are subject to taxation at a rate of 0%.
14. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share
information for its ordinary shares. Basic earnings per share is
calculated by dividing the loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per
share.
Year ended Year ended
31 December 31 December
2021 2020
Loss attributable to ordinary
shareholders (GBP) (1,391,381) (1,537,335)
Weighted average number of shares 21,560,000 21,560,000
Loss per share (expressed as
pence per share) (6.45) (7.13)
The loss per share for the period has been calculated using the
weighted average number of shares in issue during the year.
15. SUBSIDIARIES
All subsidiaries which have been included in these consolidated
financial statements, are as follows:
Country of incorporation Proportion Proportion of
and principal place of ownership ownership interest
of business interest at 31 December
at 31 December 2020
Name 2021
Starcrest Education
UK Plc United Kingdom 100% 100%
Starcrest Education
Management (UK)
Limited United Kingdom 100% 100%
16. CASH AND CASH EQUIVALENTS
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Cash at bank 42,427 1,454,672
--------------------- --------------------
Cash at bank earns interest at floating rates based on daily
bank deposit rates.
17. TRADE AND OTHER PAYABLES
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Amounts due to the parent
company 216,729 209,455
Accruals 107,133 387,481
Trade payables 299,758 46,262
Other creditors - 5,817
--------------------- --------------
623,620 649,015
--------------------- --------------
All payables are financial liabilities measured at amortised
cost.
Amounts due to the parent company are unsecured, interest free
and repayable on demand.
18. SHARE CAPITAL
Number of shares Nominal
value
GBP
Authorised
Ordinary shares of GBP0.01 each 1,000 ,000,000 10,000,000
Issued and fully paid
Issue of ordinary shares of
GBP0.01 each 21,560,000 215,600
------------------ ------------
19. SHARE PREMIUM
The transaction costs of GBP111,177 incurred in the year ended
31 December 2019 and GBP291,222 incurred in the year ended 31
December 2018 have been deducted from equity.
The opening and closing balance of Share premium of GBP3,454,364
has been recognised.
20. RESERVES
The following describes the nature and purpose of each reserve
within equity:
Reserve Description and purpose
Share premium Amount subscribed for share
capital in excess of nominal
value.
Other reserve Consideration received for
shares which are not yet issued.
Retained earnings All other net gains and losses
and transactions not recognised
elsewhere.
Foreign exchange reserve Gains/losses arising on retranslation
of net assets from functional
to presentation currency.
21. RELATED PARTY TRANSACTIONS
As at 31 December 2021, an amount of GBP216,729 (31 December
2020: GBP209,455) was owed to Starcrest Education Management
Company Ltd. This amount mainly arose from business expenses paid
on behalf of the Company by the parent company.
The remuneration of the Directors, the key management personnel
of the Company, is set out in Note 11.
22. ULTIMATE CONTROLLING PARTY
The immediate parent company is Starcrest Education Management
Company Ltd. The ultimate parent company is Shenzhen Xing Chen
Investment Holdings Limited. The ultimate controlling party is Mr
Peng Luo, who is also a director of the Company.
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END
FR BKKBPKBKDAAN
(END) Dow Jones Newswires
June 30, 2022 07:39 ET (11:39 GMT)
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