HIGHWAY CAPITAL plc

Directors' report continued

Year ended 28 February 2022

Maciej Szytko, 39, was appointed as a non-executive director on 19 September 2011. He is a Commercial Studies graduate from the University of Westminster. Maciej has extensive experience in the financial market gained through participation across a broad range of projects and capital transactions, including PE/VC projects as well as Equity and Debt Raising for both IPO and SPO transactions.. He is currently a self-employed adviser and active investor in public and private companies with a focus on the Commonwealth of Independent States (CIS) and the Warsaw Stock Exchange (WSE), where his first financial successes occurred.

Nicolay Mayster, 46, was appointed as non-executive director on 29 April 2019. He graduated in Tunisia in 1997 with a Bachelor degree in Managerial Sciences, major - Banking Management. Nicolay started his career in Tunisia as an equity analyst in Smart Finance, a local research firm.  In Bulgaria, he worked as an analyst and a stock broker for a large brokerage firm before starting Intercapital in 2001. Nicolay is a Chartered Financial Analyst.

Biswanath Patnaik, 44, was appointed as non-executive director on 27 November 2019.  He holds an MBA and a Law degree from Utkal University, and is a banker with operations in London, Singapore and Dubai.  Mr Patnaik is also a co-owner of a Multispeciality Hospital in Bhubaneswar, India.  He is the Chairman of an international committee of a Social Action Foundation based out of Delhi, which provides vocational training and education to under privileged children.  Biswanath's family owns three mines in the state of Odisha in India, which extract iron ore, bauxite and paraphyte.

Substantial shareholdings

At 28 February 2022 the company had been notified, in accordance with the Disclosure and Transparency Rules of the Financial Services Authority, of the following notifiable interests in the ordinary share capital of the company:

There have been no subsequent notified changes since the year end.

Payment of suppliers

It is the company's policy to pay suppliers in accordance with the terms agreed for each transaction.

Disclosure of information to auditor

The directors confirm that:

·     so far as each director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

·     the directors have taken all the steps they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

HIGHWAY CAPITAL plc

Directors' report continued

Year ended 28 February 2022

Qualifying third party indemnity provisions

The company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for directors and officers of the company in respect of liabilities they may incur in defending certain proceedings against them.

Auditors

A resolution proposing that Shipleys LLP be re-appointed as auditors of the company will be put to the annual general meeting in accordance with Section 485 of the Companies Act 2006.

Going concern

The company is essentially a "cash shell" and apart from some interest receivable, currently has no regular income stream. The company is therefore dependent on its cash reserves and the injection of new funding, to fund ongoing costs. During the year ending 28 February 2022, the Company received net new loan funding of £278,000 to enable it to pursue its investment strategy and for working capital purposes.

All loans to the company have been recognised as current on the basis that the Reverse Takeover is expected in the forthcoming twelve months, at which point all loans will be converted to equity.

After reviewing the company's budget for 2022/2023 and its medium term plans, the directors have a reasonable expectation that, given the opportunities for additional funding as needed, the company will have adequate resources to continue in operational existence for the foreseeable future. The directors do not anticipate that the ongoing crisis in Ukraine will significantly impact the company. The directors continue to adopt the going concern basis in preparing the annual report and accounts. The financial statements do not include any adjustments that would result from the going concern basis being inappropriate.

If the company were unable to trade, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities that might arise and to reclassify fixed assets as current assets where applicable.

The directors are satisfied that the company will be able to meet its obligations as they fall due for at least 12 months from the date of approval of the company's 28 February 2022 balance sheet. As a result, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Greenhouse gas emissions and energy consumption

The Company is exempt from the requirements on disclosing its annual quantity of emissions and energy consumption for which it is responsible.

Post balance sheet events

As detailed by the Chairman in his Chairman's Statement, the company is currently in the process of a Reverse Takeover by Guinevere Capital Esports & Entertainment, which the directors hope will be successfully concluded in due course.

Financial risk management

The company's financial risk management objective is to minimize, as far as possible, the company's exposure to such risk as detailed in note 18 to the accounts.

HIGHWAY CAPITAL plc

Directors' report continued

Year ended 28 February 2022

S172 Statement

The Board believes that, individually and together, they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006 in the decisions taken during the year ended 28 February 2022.

Engagement with employees

The Company currently does not have any employees other than directors or customers, but recognizes that the long-term success of the business relies on effective engagement with customers and employees.

Engagement with suppliers

The Company's only suppliers currently are those supplying professional services. The Company manages relationships with suppliers as closely as possible to ensure the services provided meet the Company's high standards.

Engagement with shareholders

Feedback from investors is obtained through direct interaction between the Company's Board. The voting record at the Company's general meetings is monitored for any investor feedback/issues.

The Board recognizes the importance of effective communication with its shareholders. A range of corporate information is available on the Company's website and this statement and the information within the Company's Annual Report provide details to stakeholders on how the Company is governed. Company performance is communicated to its shareholders and the market in its results announcements, with further trading updates made where required and appropriate

By order of the board

Maciej Szytko Director

20 June 2022

HIGHWAY CAPITAL plc

Directors' responsibility statement

Year ended 28 February 2022

The directors are responsible for preparing the strategic report and the directors' report and the accounts in accordance with applicable law and regulations.

Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those accounts, the directors are required to:

·     select suitable accounting policies and then apply them consistently;

·     make judgements and estimates that are reasonable and prudent;

·     state whether applicable UK accounting standards, including FRS 102 have been followed, subject to any material departures disclosed and explained in the accounts;

·     notify its shareholders in writing about the use of disclosure exemptions, if any, of FRS 102 used in the preparation of accounts; and

·     prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for the system of internal control, and for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. The directors are also responsible for ensuring that all information relevant to the audit has been made available to the auditors.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The directors confirm that:

-               so far as each director is aware, there is no relevant audit information of which the company's

auditor is unaware; and

-              the directors have taken all the steps that they ought to have taken as directors in order to make

themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Under applicable law and regulations, the directors are also responsible for preparing a strategic report, a directors' report, directors' remuneration report and corporate governance statement that comply with that law and those regulations.

The directors confirm that, to the best of their knowledge and belief:

-               the accounts in this document, prepared in accordance with applicable UK law and accounting

standards, give a true and fair view of the assets, liabilities, financial position and loss of the company; and

-          the business review and management report in the directors' report includes a true and fair review

of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that it faces.

By order of the board

Maciej Szytko Director

20 June 2022

HIGHWAY CAPITAL plc

Directors' remuneration report

Year ended 28 February 2022

Introduction

The information included in this report is not subject to audit other than where specifically indicated.

Remuneration committee

The remuneration committee consists of the non-executive directors, Ludwik Sobolewski and Maciej Szytko. This committee's primary function is to review the performance of executive directors and senior employees and set their remuneration and other terms of employment. Since the disposal of its trading subsidiary on 24 January 2001, the company has only had one executive director and no senior employees. The committee is also responsible for administering any share option scheme or bonus schemes.

The remuneration committee determines the company's policy for the remuneration of directors, having regard to the UK Corporate Governance Code and its provisions on directors' remuneration.

The remuneration policy

It is the aim of the committee to remunerate directors competitively and to reward performance. Details of the remuneration packages of individual directors are set out below. There are currently no long term incentive plans, performance bonuses or pension schemes in place.  The only share options in issue were to a former director, Dominic Wheatley, and these lapsed during the period under review.  The views of the shareholders have been considered in the formulation of the remuneration policy, including through meeting at the AGM.  At the last AGM held, a resolution was passed to approve the directors' remuneration report.  It is the intention to implement a similar directors' remuneration policy in 2022/2023 to that in 2021/2022.