Company registration number 12392909 (England and Wales)
WILDCAT PETROLEUM PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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WILDCAT PETROLEUM PLC
COMPANY INFORMATION
Directors
Mr G Roberts
Mr M Singh
Secretary
Mr G Roberts
Company number
12392909
Registered office
Belmont House Third Floor
Suite Asco-303
Belmont Road
Uxbridge
UB8 1HE
Auditor
Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
Registrar
Neville Registrars
Neville House
Steelpark Road
Halesowen
B62 8HD
Financial Adviser
Guild Financial Advisory Limited
382 Russell Court
Woburn Place
London
WC1H 0NH
Solicitors
Kingsley Napley LLP
Knights Quarter
14 St John’s Lane
London
EC1M 4AJ
Company Website
https://www.wildcatpetroleum.co.uk/
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WILDCAT PETROLEUM PLC
CONTENTS
Page
Strategic report
1-10
Director's report
11-15
Director's remuneration report
16-17
Independent auditor's report
18-22
Statement of comprehensive income
23
Statement of financial position
24
Statement of changes in equity
25
Statement of cash flows
26
Notes to the financial statements
27-41
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WILDCAT PETROLEUM PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -
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 t
he 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 26
th
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.
S
ince 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 (t
o 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.
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WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
Responsibility statement
This statement is being made by the Chairman Mr Mandhir Singh and to the best of his knowledge:
a.
the financial statements, prepared in accordance with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the issuer and
b.
the management report includes a fair review of the development and performance of the business and the
position of the issuer, together with a description of the principal risks and uncertainties that they face.
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.
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WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
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.
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
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.
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WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -
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:
1.
Force Majeure
2.
Wildcat will be Investing into Upstream Petroleum Activities
3.
Exploration and Development Risks
4.
Estimates of Petroleum Reserves and Resources
5.
Activities in the Upstream Petroleum sector can be Dangerous and may be subject to Interruption
6.
Wildcat’s Operations will be subject to all Risks incidental to the Development and Production of Petroleum
Assets
7.
Wildcat may be unable to obtain or renew required drilling rights or exploration and extraction rights and
concessions, licences, permits and other authorisations
8.
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
9.
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
10.
Limitations on the Board’s Experience
11.
Reliance on Key Personnel
12.
Reliance on Third Party Contractors
13.
Possible use of Blockchain Technology
14.
Existing and proposed legislation and regulation affecting greenhouse gas emissions may adversely affect
Wildcat’s operations
15.
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
16.
Failure to Manage Relationships with Local Communities, Government and Non-Government Organisations
could adversely affect future growth potential of Wildcat
17.
Unfavourable economic conditions would adversely impact Wildcat’s results and/or financial condition.
18.
Wildcat may be subject to foreign investment and exchange risks
19.
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
20.
Wildcat may be unable to complete the Acquisition or to fund the operations of the target business if it does
not obtain additional funding
21.
Dividend payments on the Shares are not guaranteed
22.
Wildcat may face significant competition for acquisition opportunities
23.
The Company’s Directors may appear to be, or may be become, conflicted.
24.
Investors may not be able to realise returns on their investment in Wildcat’s Shares within a period they
would consider to be reasonable
25.
Dilution could impair the value of Wildcat’s share capital
26.
There is no guarantee that Wildcat will maintain its listing on the London Stock Exchange
27.
Costs of compliance with corporate governance and accounting requirements
28.
A Standard Listing affords less regulatory protection than a Premium Listing
29.
There can be no assurance that Wildcat will be able to make returns to shareholders in a tax-efficient manner
30.
Changes in tax law may reduce any net returns for Wildcat’s shareholders
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 6 -
To the above, we can add:
31. 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.
32. 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:
i.
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.
ii.
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.
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 7 -
iii.
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.
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
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 15
th
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.
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 9 -
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.
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
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 interests of the Company’s employees: Our employees are fundamental to us achieving our long-term
strategic objectives.
•
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 desirability of the Company maintaining a reputation for high standards of business conduct. Our intention
is to behave in a responsible manner, operating within the high standard of business conduct and good
corporate governance.
•
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
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WILDCAT PETROLEUM PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
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 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
The Directors who held office during the year and up to the date of signature of the financial statements were as
follows:
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
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WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 12 -
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%
Mr 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.
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WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
Events after the reporting period
On October 16
th
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
The Directors are responsible for preparing the annual report and the 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 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;
•
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information;
•
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
•
make an assessment of the Company's ability to continue as a going concern.
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.
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual report confirms that:
•
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware,
and
•
the Director has taken all the steps that he / she ought to have taken as a Director in order to make himself /
herself aware of any relevant audit information and to establish that the Company's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
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
..................
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WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
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.
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WILDCAT PETROLEUM PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
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.
Climate risk management (continued)
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.
Clearly, the Company does not intend to continue operating in its present form indefinitely, we intend to make
acquisitions that will profoundly change the scale and climate-related risk profile of the business and the process
for identifying and managing them. It is not possible to reach any sensible conclusions today about which risks the
Company may be exposed to in the
future without knowing what businesses it will acquire.
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.
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Introduction
The information included in this report is not subject to audit other than where specifically indicated.
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.
WILDCAT PETROLEUM PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 16 -
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
20
0
0
20
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.
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WILDCAT PETROLEUM PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 17 -
This report was approved by the board on 24/10/23
On Behalf of the Board
Mr M Singh
Director
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.
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WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
- 18 -
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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
Based on the work we have performed, we 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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
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WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Our application of materiality
- 19 -
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:
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.
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 maer
How the scope of our audit addressed the key
audit maer
Management override of controls
There is a presumed risk that management is
able to override controls.
Incorrect accounng and disclosure of share
based payments.
There is a risk that share opons/ warrants
have not been valued in line with the
provisions of the UK adopted Internaonal
Financial Reporng Standards
We have reviewed journal adjustments and the
raonale behind them and have considered
whether these have been subject to potenal
management bias.
Key observaons
From our procedures conducted, no adverse issues
were idenfied with regards to management
override of controls.
We have reviewed the calculaons and the
disclosures within the financial statements in
relaon to share based payments.
Key observaons
From our audit procedures carried out we can
conclude that the disclosures in relaon to share
based payments are appropriate.
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An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we looked at where the Directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the Directors that represented a risk of material
misstatement due to fraud.
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
The Directors are responsible for the other information. The other information comprises the information included in
the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of our audit:
•
the information given in the strategic report and the Directors' report for the financial period for which the
financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the Directors' report have been prepared in accordance with applicable legal
requirements.
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
- 20 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the
audit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us
to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
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.
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Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 13, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material
misstatements in respect of irregularities, including fraud.
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
- 21 -
The extent to which the audit was considered capable of detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
•
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.
•
we assessed the extent of compliance with the laws and regulations identified above through making enquiries
of management and inspecting legal correspondence; and
•
identified laws and regulations were communicated within the audit team regularly and the team remained alert
to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining
an understanding of how fraud might occur, by:
•
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge
of actual, suspected and alleged fraud;
•
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and 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;
•
assessed whether judgements and assumptions made in determining the accounting estimates set out in Note
2 of the financial statements were indicative of potential bias;
•
investigated the rationale behind significant or unusual transactions.
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which
included, but were not limited to:
•
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.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may
involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our auditor’s report.
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.
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
- 22 -
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
Benjamin Bidnell (Senior Statutory Auditor)
For and on behalf of
Date: 24 October 2023
Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 23 -
2023
2022
Notes
£
£
Administrative expenses
(261,997 )
(298,244 )
Exceptional items - share based payments
(7,500 )
Operating loss
3
(261,997 )
(305,744 )
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
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
- 24 -
2023
2022
Notes
£
£
Current assets
Trade and other receivables
9
Cash and cash equivalents
Current liabilities
Trade and other payables
11
Net current assets
Net assets
Equity
Called up share capital
15
Share premium account
16
Other reserves
17
Retained earnings
18
(1,027,387 )
(765,390 )
Total equity
on its behalf by:
Mr M Singh
Company Registration No. 12392909
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
Share
capital
Share
premium
account
Other
reserves
Retained
earnings
Total
Notes
£
£
£
£
£
Balance at 1 July 2021
(459,646 )
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
Balance at 30 June 2022
(765,390 )
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
Balance at 30 June 2023
(1,027,387 )
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 26 -
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
Net cash generated from/(used in)
financing activities
Net decrease in cash and cash equivalents
(17,936 )
(204,859 )
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
DocuSign Envelope ID: 94EEF6B0-4AE6-4C9A-A50B-3B60EC728DE9
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 27 -
Accounting policies
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
1.1
Accounting convention
Standards (IFRS) and with those parts of the Companies Act 2006 applicable to companies reporting under
The principal accounting policies adopted are set out below.
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
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes
party to the contractual provisions of the instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value
and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through
profit and loss are initially measured at fair value plus transaction costs.
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is
classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit
or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when
incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit
or loss, and is included within finance income or finance costs in the statement of income for the reporting period
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to
hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments
of principal and interest. They arise principally from the provision of goods and services to customers (eg trade
receivables). They are initially recognised at fair value plus transaction costs directly attributable to their
acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method,
less provision for impairment where necessary.
Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of
impairment at each reporting end date.
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
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or
Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of
the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss'
or 'other financial liabilities'.
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is
held for trading. A financial liability is classified as held for trading if:
•
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
•
on initial recognition it is part of a portfolio of identified financial instruments that the Company manages
together and has a recent actual pattern of short-term profit taking, or
•
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are
initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability.
They are subsequently measured at amortised cost using the effective interest method. For the purposes of
each financial liability, interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged,
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting
profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are
required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are
received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair
value of the equity instruments granted using the Black-Scholes model.
The fair value determined at the grant
date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will
eventually vest.
A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are
subsequently modified, the fair value of the share-based payment under the original terms and conditions and
under the modified terms and conditions are both determined at the date of the modification.
Any excess of the
modified fair value over the original fair value is recognised over the remaining vesting period in addition to the
grant date fair value of the original share-based payment.
The share-based payment expense is not adjusted
if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an
acceleration of vesting and the amount that would have been recognised over the remaining vesting period is
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the
dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising
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
Changes in accounting policies and disclosures
Amendments to IAS 1, Presentation of financial statements on disclosure of accounting policies:
1 January 2023
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
(b) 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 S1, General Requirements for Disclosure of Sustainability-related Financial Information: 1 January 2024
IFRS S2, Climate related Disclosures: 1 January 2024
The Directors anticipate that the adoption of these standards and the interpretations in future period will have no
Critical accounting estimates and judgements
In the application of the Company’s accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised, if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities are outlined below.
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.
Operating loss
Year
Year
ended
ended
30 June
30 June
2023
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
-
Auditor's remuneration
Year
Year
ended
ended
30 June
30 June
2023
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
Employees
The average monthly number of persons (including Directors) employed by the Company during the year was:
Year
Year
ended
ended
30 June
30 June
2023
2022
Number
Number
Management
2
Their aggregate remuneration comprised:
Year
Year
ended
ended
30 June
30 June
2023
2022
£
£
Wages and salaries
40,267
6
Directors' remuneration
Year
Year
ended
ended
30 June
30 June
2023
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.
Income tax expense
The charge for the year can be reconciled to the loss per the income statement as follows:
Year
Year
ended
ended
30 June
30 June
2023
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
-
-
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
Loss per share
Year
Year
ended
ended
30 June
30 June
2023
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)
Continuing operations
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 loss attributable to equity holders (holders of ordinary shares) of the Company for the purpose of
calculating the fully diluted loss per share is identical to that used for calculating the loss per share. The
exercise of share options would have the effect of reducing the loss per share and is therefore anti-dilutive
under the terms of IAS 33 ‘Earnings per Share’.
Trade and other receivables
2022
£
£
VAT recoverable
8,248
9,746
Other receivables
-
347
Prepayments
9,490
15,905
17,738
10
Trade receivables - credit risk
Fair value of trade receivables
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their
fair value.
Trade and other payables
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
Fair value of financial liabilities
The Directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial
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.
(i) Principal financial instruments
The principal financial instruments used by the Company, from which financial instrument risk arises, are as
follows:
•
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 not measured at fair value includes cash and cash equivalents, trade and other
receivables and trade and other payables.
Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables,
and trade and other payables approximates their 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 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.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For
banks and financial institutions, only independently rated parties with minimum rating "A" are accepted.
Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided
in note 10.
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
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
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
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
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
Year ended
30 June
30 June
2023
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
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
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.
Other reserves: share-based payment compensation reserve
£
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.
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)
Capital commitments
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
Related party transactions
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.
Cash absorbed by operations
Year ended
Year ended
30 June
30 June
2023
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)
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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