1      General information

Dial Square Investments plc ("the Company" or "Dial Square"), a public limited company, was incorporated on 15 February 2021 in England and Wales with Registered Number 13201653 under the Companies Act 2006. The address of its registered office is the 10^th Floor, 3 Hardman Street, Manchester United Kingdom.

The principal activity of the Company is to seek suitable investment opportunities primarily in the sports management sector.

2      Accounting policies

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1          Basis of preparation

The condensed interim financial information ("interim financial information") has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). The interim financial information has been prepared on the historical cost basis, except for assets and liabilities measured at fair value through profit and loss, and are presented in pounds sterling, which is the currency of the primary economic environment in which the Company operates. All amounts have been rounded to the nearest pound, unless otherwise stated.

The interim financial information has not been audited in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board.  The interim financial information do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The figures have been prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial information for the year ended 31 August 2023.

The interim financial information is for the six months to 31 August 2023, being six months from the financial year end for the Company being 28 February 2022. The interim financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company's annual audited financial statements for the period ended 28 February 2023.

The functional currency for the Company is determined as the currency of the primary economic environment in which it operates.  The functional and presentational currency of the Company is Pounds Sterling (£).

The business is not considered to be seasonal in nature.

New standards, amendments and interpretations adopted

During the current period the Company adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 January 2023.  This adoption did not have a material effect on the accounting policies of the Company.

New standards, amendments and interpretations not yet adopted by the Company.

The standards and interpretations that are relevant to the Company, issued, but not yet effective, up to the date of these interim Financial information have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial information.

2.2          Going concern

The financial information has been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

The Company is in the final stages of securing fundraising in connection with the Transaction and admission to AIM.  Certain costs relating to this process are committed, irrespective of the outcome, and others are contingent upon admission to AIM and therefore will not adversely affect the cash position of the Company. In the event that the admission does not take place, the Company has sufficient cash resources to settle the committed associated expenses and to cover the ongoing administrative costs at the levels set out in the Statement of Comprehensive Income for the 6-month period ended 31 August 2023.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 12 months from the date of signing and the financial information do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

2.4                          Cash and cash equivalents

The Directors consider any cash on short-term deposits and other short-term investments to be cash equivalents.

2.5          Financial assets and liabilities

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

2.6          Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its Ordinary Shares. Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

2.7          Equity

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

Retained losses includes all current and prior period results as disclosed in the income statement.

2.8          Critical accounting estimates and judgments

In preparing the Company Financial information, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the interim financial information.

3      Loss per Ordinary Share

There were no potentially dilutive instruments in issue at the period end.

4              Trade and other payables

All trade and other payables are denominated in GBP.

5              Loans to third parties

On 9 March 2023, the Company entered into a loan agreement with EnergyPathways Limited ("EnergyPathways") for a facility of £200,000. The facility was fully drawn down as at 31 August 2023. The loan is unsecured, has an interest rate of 8% p.a. and is convertible into ordinary shares of EnergyPathways at 2.5 pence per share at any time. As at reporting date there £8,000 accrued interest income has been brought to account, which is included in the balance of Trade and other receivables in the Statement of Financial Position.          

6              Advance share subscription

On 10 March 2023, the Company announced that it has entered into Heads of Terms to acquire 100% of the issued and to be issued share capital by way of a reverse takeover ("the Transaction") of EnergyPathways Ltd ("EnergyPathways"), an English private company. EnergyPathways is an energy transition company, targeting UK gas assets, with the aim of bringing into production, in the near-term, low emission energy solutions to assist with the UK's transition to Net Zero while also providing critical supply to ensure domestic energy security. It is intended that the enlarged group created by the Transaction will be admitted to trading on AIM.

As at 31 August 2023 £160,000 had been received from subscribers for new ordinary shares in connection with the Transaction, which will be refundable to subscribers in the event that the Transaction does not complete. The subscription funds received have been recognised as restricted cash in the Statement of Financial Position.

7              Share Capital

¹ On admission to the Standard List of the LSE on 30 November 2022, 10,300,000 ordinary shares were issued at a placing price of £0.05. An amount of £28,356 remained unpaid at year end.

8              Related party transactions

There were no material related party transactions in the period that require disclosure.

9              Events subsequent to the reporting date

There have been no material events subsequent to period end.

10           Financial commitments and contingent liabilities

There were no financial commitments or contingent liabilities of the Company as at 31 August 2023.

11           Ultimate controlling party

As at 31 August 2023, there was no ultimate controlling party of the Company.