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Highway Capital PLC (company registration no. 02991159) announced its Annual Report for the year ending 28 February 2023 on 20 June 2025. The company stated that its Reverse Takeover transaction with Guinevere Capital Esports & Entertainment ceased on 25 September 2024, and a Corporate Restructuring process began on the same date. Between February and April 2025, Highway Capital PLC raised £45,334, and its auditor, Macalvins Limited, issued a qualified opinion on the financial statements, citing inadequate disclosure of a material uncertainty regarding the company's going concern status, given a net liability position of £1.85 million.
| Date | 20 Jun 2025 |
| Time | 12:44:44 |
| Category | Results |
| ID | 8101N |
Company registration no. 02991159
HIGHWAY CAPITAL plc
ANNUAL REPORT
For the year ending 28 February 2023
HIGHWAY CAPITAL plc
Contents
Page
Chairman's statement 3
Strategic report 4
Directors' report 6
Directors' responsibility statement 10
Directors' remuneration report 11
Corporate governance 13
Independent auditors' report 16
Statement of comprehensive income 21
Statement of financial position 22
Statement of changes in equity 23
Statement of cash flows 24
Notes to the accounts 25
Company information 32
HIGHWAY CAPITAL plc
Chairman's statement
Year ended 28 February 2023
Dear Shareholders
In the year ended February 2023, the Company continued to focus on the Reverse Takeover transaction with Guinevere Capital Esports & Entertainment.
At the time of publication of this report, as announced on 25 September 2024, the above transaction has ceased.
The company has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2024.
The Directors strongly believe that company will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA").
Highway Capital Plc, between February and April 2025, raised £45,334 to fund its professional costs related to publishing the annual accounts. On a successful conclusion of the CVA process and restoration of the full listing on the London Stock Exchange, the company will raise additional funds to cover working capital.
Maciej Szytko
Director
19 June 2025
HIGHWAY CAPITAL plc
Strategic report
Year ended 28 February 2023
Review of Business
On 11 October 2021, Highway Capital Plc entered into Heads of Terms with Guinevere Capital Esports & Entertainment. The Reverse Takeover transaction was terminated in September 2024. The company had no business operations during the year under review.
Convertible Loan Notes - Current Financial Year
The Convertible Loan Note issued on 13 April 2022 for the amount of £12,000 to an unconnected investor has a conversion price of 10p per new ordinary share and 5% interest per annum.
The Convertible Loan Note issued on 14 October 2022 for the amount of £100,000 to an unconnected investor has a conversion price of 5p per new ordinary share and 5% interest per annum.
The Company repaid the principal amount of Convertible Loan Note issued on 17 July 2017 and issued new Convertible Loan Note for the accrued interest of £6,550. The new Convertible Loan Note has a conversion price of 5p per new ordinary share and 5% interest per annum.
Financial review
Key Highlights
|
|
|
2023 |
2022 |
|
Management fees Administrative expenses |
|
- (429,749) |
- (525,809) |
|
Operating loss Interest receivable
|
|
(429,749) 4
|
(525,809) 6 |
|
Basic loss per share |
8 |
(3.74)p |
(4.58)p |
Bank and cash 1 4,974
HIGHWAY CAPITAL plc
Strategic report continued
Year ended 28 February 2023
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.
Future plans for the business
As detailed by the Chairman in his Chairman's Statement, in the year ended February 2023, the Company continued to focus on the Reverse Takeover transaction with Guinevere Capital Esports & Entertainment.
At the time of publication of this report, as announced on 25 September 2024, the above transaction has ceased.
Furthermore, the Company has commenced a Corporate Restructuring process and will provide more details in the February 2024 annual report.
Key risks and uncertainties
LSE listing suspension: The suspension prevents its stakeholders from trading the company's shares on the London Stock Exchange. The suspension also has a negative impact on attracting new capital and attracting potential companies interested in the Reverse Takeover transactions.
Foreign currencies: The company deals in a variety of foreign currencies: Continual review of foreign currency movements to ensure company undertakes transactions in the most financially beneficial currency and ensuring the company is not overly exposed in one currency.
Brexit: Changing legislative environment between post Brexit UK and EU may place additional regularity burdens on the company which make it more difficult to operate with EU based companies to investments with Europe: Reviewing strategies to monitor and address the Brexit negotiations and outcomes.
Crisis in Ukraine: The crisis in Ukraine may impact the Company's ability to execute an acquisition. However, the Directors will review, on an ongoing basis, the options for the Company, including raising additional funds.
Approved on behalf of the board of directors:
Maciej Szytko
Director
19 June 2025
HIGHWAY CAPITAL plc
Directors' report
Year ended 28 February 2023
Your directors have the pleasure in submitting their report and the audited accounts for the year ended 28 February 2023, and consider it to be fair, balanced and understandable.
Principal activity
The Company's business strategy is to identify, evaluate and complete suitable acquisition opportunities.
Business review and management report
The loss on ordinary activities for the year before taxation was £429,745 (2022: restated loss £525,803). After taxation, the loss of £429,745 (2022: restated loss £525,803) has been transferred to reserves.
The company continues to keep expenditure to a minimum in order to preserve its cash resources. The company had cash at bank and in hand of £1 at 28 February 2023 (2022: £4,974).
Events that have occurred since the end of the financial year are detailed in note 16 to the accounts. Details of future developments can be found in the Chairman's statement.
Principle risks and uncertainties
The principal risks and uncertainties that the company faces are in identifying and acquiring suitable investments, and in raising sufficient future funds.. The income of the company fluctuates with movements in interest rates.
At the date of approving these financial statements the directors are not aware of any adverse impact arising from the crisis in Ukraine.
Dividends
The directors do not recommend the payment of a final dividend for the year (2022: nil).
Directors
The following directors served during the year to 28 February 2023:
L. Sobolewski (Chairman) - resigned 16 September 2024
M. Szytko
N. Mayster - resigned 10 January 2025
B. Patnaik
Details of directors' remuneration, service contracts and interests in the ordinary shares of the company are included in the directors' remuneration report on pages 11 and 12.
Dr Sobolewski retires by rotation and offers himself for re-election at the AGM. He does not have a service contract with the company. Following formal performance evaluations, the Board believes that the Chairman has performed effectively and that he should be re-elected.
Biographies of directors
Ludwik Sobolewski, 57, was appointed a non-executive director and Chairman on 22 January 2016. Mr Sobolewski currently serves as CEO of the Bucharest Stock Exchange, where he has been charged with a mission to implement a deep reform of the infrastructure of the Romanian capital market, in cooperation with the Government, the National Bank of Romania, the Romanian Financial Services Authority and market participants. Prior to joining the Bucharest Stock Exchange, Mr Sobolewski served as the CEO and President of the Management Board of the Warsaw Stock Exchange. Mr Sobolewski's background also includes serving as President of the Association of Polish Lawyers and Executive Vice-President of the National Depository for Securities. Mr Sobolewski is currently on the supervisory boards of ZE PAK, a company listed on the Warsaw Stock Exchange, the Financial Revision Commission of the Sztuka Media Film Foundation and he is a member of the Council of the Teraz Polska (Poland Now) Foundation, promoting small and medium entrepreneurship.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2023
Maciej Szytko, 40, 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, 47, 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, 45, 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 2023 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:
|
|
Number of Ordinary Shares |
Percentage Holding |
|
Mrs C. C. Rowan |
2,375,745 |
20.68% |
|
M. Szytko |
2,622,060 |
22.82% |
|
N. Mayster |
1,900,000 |
16.54% |
|
D. Wheatley |
435,644 |
3.79% |
|
P. Fellerman |
650,000 |
5.66% |
|
Wildman Asset Management SA |
850,000 |
7.40% |
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 2023
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 Macalvins Limited 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 Directors have reviewed projections for a period of at least 12 months from the date of approval of the Financial Statements.
In making their assessment of going concern, the Directors have considered the Company's position carefully and discussed it with its shareholders, noteholders, creditors, investors and professional advisors.
The Company has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2024.
The Directors strongly believe that Company will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA"). The Directors believe that, a Company Voluntary Arrangement, if approved, would reduce Highway Capital Plc's net liabilities and allow for the Company to continue as an entity for the benefit of all stakeholders.
Highway Capital Plc, between February and April 2025, raised £45,334 to fund its professional costs related to publishing the annual accounts. On a successful conclusion of the CVA process and restoration of the full listing on the London Stock Exchange, the company will raise additional funds to cover working capital.
However, the successful implementation of a strategic opportunity or ongoing or future funding have been identified as material uncertainties which may cast doubt over the going concern assessment. Whilst acknowledging this uncertainty, based on their expectations of future successful fund raising and continued financial support from interested investors, the Directors consider it appropriate to continue 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 has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2024, and the directors believe that it will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA").
Highway Capital Plc, between February and April 2025, raised £45,334 to fund its professional costs related to publishing the annual accounts. On a successful conclusion of the CVA process and restoration of the full listing on the London Stock Exchange, the company will raise additional funds to cover working capital.
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 20 to the accounts.
HIGHWAY CAPITAL plc
Directors' report continued
Year ended 28 February 2023
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 2023.
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
19 June 2025
HIGHWAY CAPITAL plc
Directors' responsibility statement
Year ended 28 February 2023
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
19 June 2025
HIGHWAY CAPITAL plc
Directors' remuneration report
Year ended 28 February 2023
Introduction
The information included in this report is not subject to audit other than where specifically indicated.
Remuneration committee
During the year under review the remuneration committee was headed by Ludwik Sobolewski, the Chairman, and also comprised 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 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 2023/2024 to that in 2022/2023.
11
HIGHWAY CAPITAL plc
Directors' remuneration report continued
Year ended 28 February 2023
Service agreements and terms of appointment
None of the directors has a service contract with the company.
Directors' interests
The directors' interests in the share capital of the company are shown below. All interests are beneficial.
There have been no notified changes in the interests of the directors since the year end.
|
|
|
|
|
Number of ordinary shares |
|
|
|
|
|
|
28.2.2023 |
28.2.2022 |
|
M. Szytko |
|
|
|
2,622,060 |
2,622,060 |
|
N. Mayster |
|
|
|
1,900,000 |
1,900,000 |
Directors' emoluments (audited)
Directors' emoluments including amounts payable to third parties in respect of directors' services are comprised as follows:
No pension contributions were made by the company on behalf of its directors (2022; nil)
No director currently has share options, and no share options were granted to or exercised by the directors during the period under review. In connection with his resignation on 20 April 2016, Mr Wheatley was granted 150,000 options to subscribe for new ordinary shares in Highway Capital plc at a price of 20 pence per share at any time until 20 April 2021, which lapsed during the previous year.
|
|
|
|
|
|
|
|
|
|
|
Basic Salary |
Compensation payment |
Taxable Benefits |
2023 Total |
2022 Total |
|
Non-executive directors: |
Fees |
|||||
|
L. Sobolewski |
36,000 |
- |
- |
- |
36,000 |
36,000 |
|
M. Szytko |
60,000 |
- |
- |
- |
60,000 |
60,000 |
|
N. Mayster |
- |
- |
- |
- |
- |
- |
|
B. Patnaik |
- |
- |
- |
- |
- |
- |
|
|
£ 96,000 |
£ - |
£ - |
£ - |
£96,000 |
£ 96,000 |
There are currently no management contracts for Mr Mayster and Mr Patnaik.
Approval by shareholders
At the next annual general meeting of the company a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the board on 19 June 2025 and signed on its behalf by:
Maciej Szytko
Chairman and Head of Remuneration Committee
HIGHWAY CAPITAL plc
Corporate governance
Year ended 28 February 2023
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. In July 2013 the company changed from a Premium to a Standard listing. The listing is currently suspended.
Application of principles of good governance Board of directors
During the year under review the board comprised of the non-executive Chairman, Ludwik Sobolewski, and the three non-executive directors, Maciej Szytko, Nicolay Mayster and Biswanath Patnaik. The articles of association require a third, but not greater than a third, of the directors to retire by rotation each year. Since the disposal of the company's trading subsidiary on 24 January 2001 the company has not had a Chief Executive. The Board intends to appoint a Chief Executive when a new business is acquired.
There are regular board meetings each year and other meetings are held as required to direct the overall company strategy and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the Board. These 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 has delegated certain responsibilities, within defined terms of reference, to the audit committee and the remuneration committee as described below. The appointment of new directors is made by the board as a whole.
During the year ended 28 February 2023, there were 12 Board meetings, 1 audit committee meeting and 1 remuneration committee meeting. All meetings were fully attended.
The board undertakes a formal annual evaluation of its own performance and that of its committees and individual directors, through discussions and one-to-one reviews with the Chairman and the senior independent director. The terms and conditions of appointment of the non-excutive directors are available for inspection at Eden House, Reynolds Road, Beaconsfield HP9 2FL.
Audit committee
During the year under review the audit committee was headed by Ludwik Sobolewski, the Chairman, and also comprised Maciej Szytko. The committee's terms of reference are in accordance with the UK Corporate Governance Code.
The committee reviews the company's financial and accounting policies, interim and final results and annual report prior to their submission to the board, together with management reports on accounting matters and internal control and risk management systems. It reviews the auditors' management letter and considers any financial or other matters raised by both the auditors and employees.
The committee considers the independence of the external auditors and ensures that their objectivity and independence are not impaired. During the year no non-audit services were provided by the external auditors.
The committee has primary responsibility for making recommendations to the board in respect of the appointment, reappointment and removal of the external auditors.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2023
Remuneration committee
During the year under review the remuneration committee was headed by Ludwik Sobolewski, the Chairman, and also comprised Maciej Szytko.
The committee's primary function is to review the performance of directors and senior employees and to set their remuneration and other terms of employment. It is also responsible for administering any share option and bonus schemes.
Relations with shareholders
The company encourages two-way communication with both its institutional and private investors and responds promptly to all queries received. An understanding of the views of the major shareholders of the company has been developed, including through meeting at the AGM.
Internal controls
The directors are responsible for internal control in the company and for reviewing its effectiveness. Procedures have been designed for safeguarding assets against unauthorised use or disposition; for maintaining proper accounting records; and for the reliability of financial information used within the business or for publication. Such procedures are designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material error, losses or fraud. In addition, there is an ongoing process in place for identifying, evaluating and managing the significant risks faced by the company.
The key procedures that the directors have established are designed to provide effective internal control within the company and are regularly reviewed by the board. This is in accordance with The Turnbull Guidance provided by the Institute of Chartered Accountants in England and Wales. Such procedures have been in place throughout the period under review and up to the date of approval of the annual report and accounts.
Due to the size of the company, all key decisions are made by the board and the assessment and management of risk is an integral part of the board's decision-making process.
The company's organisational structure has clear lines of responsibility and the board continues to review systems to monitor and investigate the major business risks facing the company.
The board has established control procedures for all key financial areas of the business, which enable the board to maintain full and effective control. These controls include defined procedures for seeking and obtaining approval for major transactions and controls relating to the security of assets. The company operates a comprehensive budgeting and financial reporting system.
The directors have reviewed the effectiveness of the company's systems of internal control as they operated during the period under review and consider that there have been no material losses, contingencies or uncertainties caused by weaknesses in internal controls. The directors do not consider that an internal audit function is presently necessary as the company is a "cash shell".
LSE listing suspension
On 22 September 2016, Highway Capital Plc was suspended from the Official List and from trading on the Main Market due to the change in the strategic direction of the company's business away from its stated aim; to find an acquisition that would enhance shareholder value. On 11 October 2016, the company announced it entered into a non-legally binding head of terms for the acquisition of the Targets which if completed would have constituted a reverse takeover under the Listing Rules. Highway Capital Plc currently complies with its obligations and UKLR 21.1.5 rule as a suspended issuer. The suspension prevents its stakeholders from trading the company's shares on the London Stock Exchange. The Board remains optimistic that once the outstanding annual reports are released and a successful Corporate Restructuring completed, the company's suspension will be lifted.
HIGHWAY CAPITAL plc
Corporate governance continued
Year ended 28 February 2023
Going concern
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the Financial Statements.
In making their assessment of going concern, the Directors have considered the Company's position carefully and discussed it with its shareholders, noteholders, creditors, investors and professional advisors.
The Company has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2025.
The Directors strongly believe that Company will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA"). The Directors believe that, a Company Voluntary Arrangement, if approved, would reduce Highway Capital Plc's net liabilities and allow for the Company to continue as an entity for the benefit of all stakeholders.
Highway Capital Plc, between February and April 2025, raised £45,334 to fund its professional costs related to publishing the annual accounts. On a successful conclusion of the CVA process and restoration of the full listing on the London Stock Exchange, the company will raise additional funds to cover working capital.
However, the successful implementation of a strategic opportunity or ongoing or future funding have been identified as material uncertainties which may cast doubt over the going concern assessment. Whilst acknowledging this uncertainty, based on their expectations of future successful fund raising and continued financial support from interested investors, the Directors consider it appropriate to continue to prepare the financial statements on a going concern basis.
Statement of compliance
In the opinion of the directors, the company has complied throughout the year ended 28 February 2023 with all provisions relevant to a company of its size set out in the UK Corporate Governance Code, except for the items outlined below.
Code provision A.2.1 - Since the disposal of the company's trading subsidiary on 24 January 2001 the company has not had a Chief Executive. The board intends to appoint a Chief Executive when a new business is acquired.
Code provision B.2.1 - A nomination committee has not been set up, as the directors consider that it is not appropriate while the company is a "cash shell" without any employees. The board intends to set up a nomination committee when a new business is acquired.
Code provision C.3.1 - Since the appointment of Ludwik Sobolewski as non-executive Chairman on 22 January 2016, the company has had one rather than at least two independent non-executive directors on the audit committee.
FCA DTR.4.1.3 - On 22 September 2016, Highway Capital Plc was suspended from the Official List and from trading on the Main Market due to the change in the strategic direction of the company's business away from its stated aim; to find an acquisition that would enhance shareholder value. The Board remains optimistic that once the outstanding annual reports are released and a successful Corporate Restructuring completed, the company's suspension will be lifted.
15
HIGHWAY CAPITAL plc
Independent Auditors' Report to the members of Highway Capital plc
Year ended 28 February 2023
Qualified opinion
We have audited the financial statements of Highway Capital plc (the "Company") for the year ended 28 February 2023, which comprise the statement of financial position, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows, and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements:
give a true and fair view of the state of the Company's affairs as at 28 February 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
The Company has prepared its financial statements on a going concern basis, as disclosed in Note 1. The Company is in a net liability position of £1.85 million, has no cash reserves, and a large portion of creditor balances are classified as current. The Company entered into negotiations for a Company Voluntary Arrangement (CVA) during the year, the outcome of which remains inconclusive. Furthermore, the non-disclosure of the details and extent of the CVA process constitute lack of sufficient disclosure relating to the going concern ability of the entity. The shares of Highway Capital plc remain suspended from trading on the London Stock Exchange.
Management has obtained a non-binding financial letter of support from a related party that partially addresses the Company's short-term obligations. However, the financial statements do not adequately disclose the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. In our view, this constitutes a material misstatement of the financial statements due to inadequate disclosure.
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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for the auditor's opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that management's use of the going concern basis of accounting is appropriate. However, as described in the Basis for Qualified Opinion section, we identified a material misstatement due to the inadequate disclosure of a material uncertainty related to going concern.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. 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.
HIGHWAY CAPITAL plc
Independent Auditors' Report to the members of Highway Capital plc
Year ended 28 February 2023
1. Going Concern and Material Uncertainty
Key audit matter
The group's ability to continue as a going concern is dependent on securing sufficient financial support and managing its liabilities as they fall due. At year end, the group was in a net liabilities position, had no available cash reserves, and had classified all creditors as current. In addition, the group entered into a Company Voluntary Arrangement (CVA) with creditors during the year.
Management's going concern assessment is supported by a non-binding financial letter of support from a related party covering only a portion of outstanding liabilities, and there is no executed financing agreement for the balance. These factors give rise to a material uncertainty related to going concern. We consider this a key audit matter due to the significant judgement involved and the potential impact on the basis of preparation of the financial statements.
How our audit addressed the key audit matter
Our procedures included:
· Evaluating management's forecasts, underlying assumptions, and the robustness of the cash flow projections.
· Reviewing the terms and implications of the CVA and whether liabilities had been legally restructured.
· Assessing the credibility and sufficiency of the letter of support and its enforceability.
· Performing stress testing on cash flow scenarios to assess the group's ability to meet liabilities as they fall due.
· Reviewing the adequacy of disclosures in the financial statements regarding going concern and the related material uncertainty.
Based on our work, we consider that the financial statements appropriately disclose the existence of a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern.
2. Accounting for Convertible Loan Notes
Key audit matter
During the year, the group issued convertible loan notes (CLNs). These were initially accounted for entirely as liabilities. Upon review, we identified that the conversion feature had not been appropriately assessed under IAS 32: Financial Instruments: Presentation. The instruments were subsequently corrected to reflect both a liability and an equity component, with a material adjustment and restatement of comparative figures.
This matter was significant due to the complexity of classification under IAS 32, the risk of material misstatement, and the need for management to correct the error during the audit process.
How our audit addressed the key audit matter
Our procedures included:
· Reviewing the CLN agreements and evaluating whether the terms met the definition of a compound financial instrument.
· Engaging internal specialists to advise on the technical application of IAS 32.
· Recalculating the equity and liability split using the residual value method.
· Assessing the restatement's accuracy and the appropriateness of the related disclosures.
We found that the revised accounting treatment and disclosures were appropriate and compliant with the applicable financial reporting framework.
HIGHWAY CAPITAL plc
Independent Auditors' Report to the members of Highway Capital plc
Year ended 28 February 2023
Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the directors but does not include the financial statements and our Report of the auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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, based on the work undertaken in the course of the audit, the information given in the Report of the directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Report of the directors has been prepared in accordance with applicable legal requirements.
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, or returns adequate for our audit have not been received from branches not visited by us; or
· the financial statements 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.
Responsibilities of Directors
As explained in the Statement of directors' responsibilities set out on page 10, 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 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.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2023
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.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The objectives of our audit in respect of fraud are to:
· Identify and assess the risks of material misstatement in the financial statements due to fraud;
· Obtain sufficient appropriate audit evidence regarding those assessed risks through designing and implementing appropriate responses; and
· Respond appropriately to fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with management and those charged with governance.
Our approach to detecting irregularities, including fraud, involved the following:
· Obtaining an understanding of the legal and regulatory framework applicable to the entity and how the Company is complying with that framework. The most significant laws and
· regulations we considered included the Companies Act 2006, FRS 102 Section 1A, and relevant UK tax legislation.
· Discussions with management and those charged with governance to understand procedures and controls established to prevent and detect fraud.
· Discussions among the audit engagement team regarding risk of fraud, including management override of controls.
· Performing specific procedures to respond to these risks, including:
o Testing journal entries and other adjustments;
o Evaluating the business rationale of significant transactions;
o Performing analytical procedures on key estimates;
o Confirming group balances and significant transactions;
o Assessing the adequacy and compliance of disclosures in the financial statements.
There are inherent limitations in the audit procedures described above. Irregularities, including fraud, may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. As such, there is a risk that audit procedures may not detect a material misstatement arising from fraud, particularly the further the audit date is from the date of the underlying transactions.
The risks of material misstatement that had the greatest effect on our audit included the accounting treatment of the convertible loan notes and going concern.
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.
HIGHWAY CAPITAL plc
Independent Auditors' Report continued
Year ended 28 February 2023
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.
Pankaj Rajani (Senior Statutory Auditor)
For and on behalf of Macalvins Limited
Chartered Accountants & Statutory Auditors
7 St John's Road
Harrow
Middlesex
HA1 2EY
19 June 2025
HIGHWAY CAPITAL plc
Statement of comprehensive income
Year ended 28 February 2023
|
|
Notes |
2023 £ |
2022 £ |
|
Management fees Administrative expenses |
2
|
- (429,749) |
- (525,809) |
|
Operating loss Interest receivable Administrative expenses |
3
|
(429,749) 4 (183,689) |
(525,809) 6 (178,759) |
|
Taxation for period |
6 |
- |
- |
|
Loss for the financial period and total comprehensive income |
|
(429,745) |
(525,803) |
|
Basic loss per share |
8 |
(3.74)p |
(4.58)p |
|
Diluted loss per share |
8 |
(3.74)p |
(4.58)p |
|
Basic loss per share from continuing operations |
8 |
(3.74)p |
(4.58)p |
|
Diluted loss per share from continuing operations |
8 |
(3.74)p |
(4.58)p |
Continuing operations
There are no acquired or discontinued operations in the above two financial periods.
Statement of comprehensive income
The company has no items of other comprehensive income other than the profit or loss for the above two financial periods.
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of financial position
As at 28 February 2023
|
|
Notes |
2023 £ |
2022 £ |
|
Current assets |
|
|
|
|
Debtors |
10 |
8,614 |
27,470 |
|
Cash at bank and in hand |
|
1 |
4,974 |
|
|
|
8,615 |
32,444 |
|
Creditors: amounts falling due within one year |
11 |
(1,375,975) |
(649,198) |
|
Net current liabilities |
|
(1,367,360) |
(616,754) |
|
Total assets less current liabilities |
|
(1,367,360) |
(616,754) |
|
Creditors: amounts due after more than one year |
12 |
(483,230) |
(822,471) |
|
Net liabilities |
|
£(1,850,590) |
£(1,439,225) |
|
Capital and reserves |
|
|
|
|
Share capital |
14 |
229,804 |
229,804 |
|
Share premium account |
17 |
474,971 |
474,971 |
|
Convertible loan equity reserve |
|
228,182 |
203,327 |
|
Retained earnings |
17 |
(2,783,547) |
(2,347,327) |
|
Total equity shareholders' deficit |
|
£(1,850,590) |
£(1,439,225) |
|
Approved by the board on 19 June 2025 |
|
|
|
|
Maciej Szytko |
|
|
|
|
Chairman |
|
|
|
|
|
|
|
|
|
Company registration no. 02991159 |
|
|
|
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of changes in equity
Year ended 28 February 2023
|
|
|
Share capital |
Share premium |
Convertible loan equity |
Retained earnings |
Total
|
|
|
|
|
account |
reserve |
|
|
|
Balance at 1 March 2021 |
|
229,804 |
474,971 |
99,927 |
(1,830,684) |
(1,025,982) |
|
Period ended 28 February 2022: |
|
|
|
|
|
|
|
Loss and total comprehensive income for the year |
|
- |
- |
- |
(525,803) |
(525,803) |
|
Prior period adjustments |
|
- |
- |
- |
9,160 |
9,160 |
|
Convertible loan equity reserve |
|
- |
- |
103,400 |
- |
103,400 |
|
Balance at 28 February 2022 |
|
229,804 |
474,971 |
203,327 |
(2,347,327) |
(1,439,225) |
|
Period ended 28 February 2023: |
|
|
|
|
|
|
|
Loss and total comprehensive income for the year |
|
- |
- |
- |
(429,745) |
(429,745) |
|
Prior period adjustments |
|
- |
- |
- |
(6,475) |
(6,475) |
|
Convertible loan equity reserve |
|
- |
- |
24,855 |
- |
24,855 |
|
Balance at 28 February 2023 |
|
£229,804 |
£474,971 |
£228,182 |
£(2,783,547) |
£(1,850,590) |
|
|
|
|
|
|
|
|
The notes on pages 25 to 31 form part of these Financial Statements.
HIGHWAY CAPITAL plc
Statement of cash flows
Year ended 28 February 2023
|
|
|
2023 £ |
2022 £ |
|
Cash flows from operating activities |
|
|
|
|
Loss for the financial period |
|
(429,745) |
(525,803) |
|
Adjustments for: Interest receivable |
|
(4) |
(6) |
|
Changes in: Trade and other debtors Trade and other creditors |
|
18,856 311,804 |
(10,239) 220,578 |
|
Cash generated from operations |
|
(99,089) |
(315,470) |
|
Interest received |
|
4 |
6 |
|
Net cash from operating activities |
|
(99,085) |
(315,464) |
|
Cash flows from financing activities Issue of new equity (net of costs) Proceeds from loans to company Repayment and conversion of loans to company |
|
- 118,550 (25,650) |
- 278,000 - |
|
Net cash from financing activities |
|
92,900 |
278,000 |
|
|
|
|
|
|
Net (decrease)/ increase in cash and cash equivalents |
|
(6,185) |
(37,464) |
|
Cash and cash equivalents at beginning of period |
|
(311) |
37,153 |
|
Cash and cash equivalents at end of period |
|
(6,496) |
(311) |
|
Net cash reconciliation |
|
|
|
|
Cash at bank and in hand |
|
1 |
4,974 |
|
Bank loans and overdrafts (note 11) |
|
(6,497) |
(5,285) |
|
Cash and cash equivalents at end of period |
|
(6,496) |
(311) |
The notes on pages 25 to 31 form part of these Financial Statements
HIGHWAY CAPITAL plc
Notes to the accounts
Year ended 28 February 2023
The company is a public limited company (limited by shares) incorporated in the United Kingdom. The company's registered number is 02991159, and its registered office and principal place of business address is Eden House, Reynolds Road, Beaconsfield, Buckinghamshire, HP9 2FL. The principal activity of the company is to identify, evaluate and complete suitable acquisition opportunities.
1. Accounting policies
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, "The Financial Reporting Standard applicable in the UK and the Republic of Ireland".
Basis of accounting
The accounts have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Highway Capital plc does not prepare consolidated accounts and the directors have therefore continued to prepare its accounts in accordance with FRS 102 rather than international accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The Directors have reviewed projections for a period of at least 12 months from the date of approval of the Financial Statements.
In making their assessment of going concern, the Directors have considered the Company's position carefully and discussed it with its shareholders, noteholders, creditors, investors and professional advisors.
The Company has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2024.
The Directors strongly believe that Company will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA"). The Directors believe that, a Company Voluntary Arrangement, if approved, would reduce Highway Capital Plc's net liabilities and allow for the Company to continue as an entity for the benefit of all stakeholders.
The Directors are optimistic that they would be successful in raising funds required for the foreseeable future, subject to positive CVA outcome.
However, the successful implementation of a strategic opportunity or funding has been identified as a material uncertainty which may cast doubt over the going concern assessment. Whilst acknowledging this uncertainty, based upon the above, the Directors consider it appropriate to continue to prepare the financial statements on a going concern basis.
Consolidation
At 28 February 2023, Highway Capital plc was a stand-alone company and is therefore not required to prepare consolidated accounts.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes, if those timing differences are not permanent and have originated but not reversed by the balance sheet date. The deferred tax balance has not been discounted
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
Foreign currencies
Profit and loss account transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.
Turnover
Revenue relates to management fees receivable for services carried out in the UK, and is recognised on the delivery of services to which it relates at the fair value of the consideration received or receivable based on agreed rates net of discounts, VAT and other sales related taxes.
Interest receivable
Interest receivable is recognised as income in the period on the effective income basis.
Judgements and key sources of estimation uncertainty
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, including the recoverability of debtors, 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors have considered the above and do not believe that there are any estimates or assumptions which have a significant effect on the amounts recognised in the financial statements that require disclosure.
Financial instruments and financial liabilities
The Company's financial instruments comprise cash, trade debtors and trade creditors that arise directly from its operations and are measured at their transaction price. The Company's policy has been, and continues to be, that no speculative trading in financial derivatives shall be undertaken.
Basic financial liabilities, including creditors, bank loans, loans from investors and convertible loan notes, are initially recognized at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
Convertible loan notes
The issued Convertible Loan Notes are treated by the Company in accordance with its accounting policy under IAS 32, as follows:
· The liability component is measured first, typically at the present value of future cash flows.
· The equity component is then measured as the residual amount.
· Once recognised, the equity component is not remeasured.
2. Turnover
Turnover relates to management fees receivable for services carried out in the UK - £nil (2022: £nil).
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
|
3. Operating loss |
|
|
|
This is stated after charging: |
2023 |
2022 |
|
Directors' remuneration - Salaries and fees |
96,000 |
96,000 |
|
Auditors' remuneration - Audit fees |
15,000 |
15,000 |
|
Auditors' remuneration - Non-audit fees |
52,500 |
97,500 |
|
Other expenses |
266,249 |
317,309 |
|
Total
|
£429,749 |
£525,809 |
4. Employees
The average number of employees, including directors and key management personnel, during the year was made up as follows
|
|
2023 No. |
2022 No. |
|||
|
Directors |
4 |
4 |
|||
|
Employee costs, including directors and key management personnel, during the year amounted to: |
|||||
|
|||||
|
Salaries and fees |
£96,000 |
£96,000 |
|||
|
5. Directors' remuneration |
|
|
|||
Information relating to directors' emoluments is included in the directors' remuneration report on pages 11 and 12 There were no key management personnel in the year, other than directors.
|
6. Taxation Based on the loss for the year: |
|
|
|
|
2023 |
2022 |
|
U.K. corporation tax at 19% (2022: 19%) |
£- |
£- |
|
The tax assessed on the loss on ordinary activities for the period is lower than the standard rate of corporation tax in the UK of 19% (2022: 19%). |
||
|
Factors affecting the tax credit for the year |
|
|
|
Loss on ordinary activities before taxation |
£(429,745) |
£(525,803) |
|
Loss on ordinary activities before taxation multiplied by the small company rate of UK corporation tax of 19% (2022: 19%) |
£(81,652) |
£(99,903) |
|
Effects of: |
|
|
|
Current period tax losses not utilized |
66,534 |
54,845
|
|
Disallowed expenditure |
15,118 |
45,058 |
|
|
£81,652 |
£99,903 |
|
Current tax credit |
£- |
£- |
The company has estimated losses of £3,010,000 (2022: restated £2,642,000) that may be available for carry forward against future profits, and estimated capital losses of £1,471,000 (2022: £1,471,000) that may be available for carry forward against future chargeable gains. No deferred tax asset has been recognised in the accounts in respect of these unrelieved losses.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
7. Dividends
2023 2022
Interim dividend paid per share - -
£- £-
8. 
Loss per share
The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of £429,745 (2022: restated loss £525,803), divided by 11,490,201 (2022: 11,490,201), being the weighted average number of ordinary shares in issue during the year. There is no difference between the basic and the diluted loss per ordinary share. There are no discontinued operations in either period and, therefore, the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per ordinary share.
9. Capital commitments
At 28 February 2023 the company had no capital commitments or contracts for capital expenditure (2022: £nil).
|
10. Debtors |
|
|
|
|
2023 |
2022 |
|
Other debtors |
8,614 |
27,470 |
|
Prepayments |
- |
- |
|
|
£8,614 |
£27,470 |
|
11. Creditors: amounts falling due within one year |
|
|
|
|
2023 |
2022 |
|
Loans payable |
571,486 |
82,995 |
|
Bank overdraft |
6,497 |
5,285 |
|
Trade creditors |
353,931 |
225,921 |
|
Accruals |
444,061 |
334,997 |
|
|
£1,375,975 |
£649,198 |
|
|
|
|
|
The loan note holders have all confirmed that they wish to convert their loans to equity when the company completes a suitable acquisition.
Loan notes are unsecured, convertible at the holder's request into new ordinary shares in the company at a price of 5 or 10 pence per share; in the event that the loans are not repaid or converted prior to their maturity date then they will attract accrued interest at a rate of 5% or 12% per annum.. |
||
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
|
12. Creditors: amounts due after more than one year |
|
|
|
|
2023 |
2022 |
|
Loans payable |
483,230 |
822,471 |
|
|
£483,230 |
£822,471 |
|
|
|
|
The loans payable due after more than one year of £483,230 (2022: restated £822,471) are unsecured, repayable after two or five years, convertible at the holder's request into new ordinary shares in the company at a price of 5 or 10 pence per share; in the event that the loans are not repaid or converted prior to their maturity date then they will attract accrued interest at a rate of 5% or 12% per annum.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts, based on a 19% rate of tax, amounts to £851,000 (2022: based on a 19% rate of tax restated £781,000). Of this amount, £279,000 (2022: £279,000). may be recoverable by the company against future chargeable gains, and £572,000 (2022: £502,000) may be recoverable against future profits.
|
14. Share capital |
Number of Shares |
Nominal Value |
Number of Shares |
Nominal Value |
|
|
2023 |
2023 |
2022 |
2022 |
|
Allotted, called-up and fully paid: |
|
|
|
|
|
Ordinary shares of 2p each |
11,490,201 |
£229,804 |
11,490,201 |
£229,804 |
Each 2p ordinary share is entitled to one vote in any circumstances; All dividends shall be apportioned and paid proportionately to the amount paid up on the ordinary shares during any proportion or proportions of the period in respect of which the dividend is paid; No shares of the company are currently redeemable or liable to be redeemed at the choice of the company or the shareholder.
The company also has convertible loan notes in issue which if fully converted would increase the number of ordinary shares allotted by 15,730,320 shares (2022: 13,979,320 shares). These shares would benefit from all the rights and benefits as detailed above.
15. Related party transactions
The company has no ultimate controlling party.
As at the balance sheet date, there are loans at full value of £31,288 (2022: £31,288) due from the company to B Patnaik, a director; and £70,000 (2022: £70,000) due to D Zych, a former director and a shareholder. The terms of these loans are set out in note 12 above.
As at the balance sheet date there is a loan at full value of £255,000 (2022: £255,000) due from the company on normal commercial terms to N Mayster a director and shareholder of Highway Capital PLC. The terms are interest at 5% and this is considered reasonable and in line with third party market rates available to the entity.
No other related party transactions were undertaken as such that are required to be disclosed under FRS 102.
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
16. Post balance sheet events
As detailed by the Chairman in his Chairman's Statement, the Company has made significant progress, since announcing termination of the Reverse Takeover transaction and commencement of the Corporate Restructuring as announced on 25 September 2024, and the directors believe that it will be in a much stronger position to pursue potential strategic opportunities after completing a successful Company Voluntary Arrangement ("CVA").
17. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
Retained earnings - This reserve records retained earnings and accumulated losses.
18. Prior year adjustment - convertible loan notes
During the year ended 28 February 2023, the Group identified that convertible loan notes issued in previous years had not been correctly accounted for in accordance with FRS 102 Section 22. The instruments, which contained both a liability and an equity component, had been fully recorded as a liability.
As a result, a prior period adjustment has been made to recognise the equity component of the convertible loans (£203,327) in a newly presented Convertible Loan Equity Reserve within equity. The comparative figures for 2022 have been restated accordingly.
The impact of the prior period adjustment on the 2022 comparative figures is as follows:
· Decrease in loss for the year by £17,323
· Decrease in loan creditor due within one year by £915,943
· Increase in loan creditor due after one year by £483,230
· Decrease in accruals by £136,338
· Increase in convertible loan equity reserve by £203,327
· Increase in profit and loss account reserve by £9,160
19. Other financial commitments
At 28 February 2023 the company had no commitments under non-cancellable operating leases or finance leases (2022: £nil).
20. Financial instruments
The Company's financial instruments comprise cash, trade debtors and trade creditors that arise directly from its operations. The Company's policy has been, and continues to be, that no speculative trading in financial derivatives shall be undertaken.
The cash is held in bank current and premium accounts and on treasury deposit, which receive varying rates of interest that is recognised on a receivable basis. All financial assets and liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated by discounting expected future cash flows at prevailing interest rates, is as follows:
HIGHWAY CAPITAL plc
Notes to the accounts continued
Year ended 28 February 2023
|
|
2023 |
2022 |
|
Financial assets |
|
|
|
|
|
|
|
Trade and other receivables |
8,614 |
27,470 |
|
Cash at bank |
|
4,974 |
|
|
£8,615 |
|
|
Financial liabilities |
|
|
|
Bank overdraft |
6,497 |
5,285 |
|
Trade and other payables |
353,931 |
225,921 |
|
Loans payable - within 1 year |
571,486 |
82,995 |
|
Loans payable - after 1 year |
483,230 |
822,471 |
|
|
|
|
|
|
£1,415,144 |
£1,136,672 |
|
|
|
|
The fair value of the financial assets and financial liabilities is equal to their carrying values. All financial assets are categorized as loans and receivables and all financial liabilities are categorized as financial liabilities at amortized cost.
The entity has convertible loan notes. In accordance with reporting standards, the instrument was assessed as a compound financial instrument, with the liability component measured at the present value of future contractual cash flows and the equity component representing the residual value attributable to the option to convert the loan into ordinary shares.
The equity component of £228,182 has been recognised in the Convertible Loan Equity Reserve within equity and will not be subsequently remeasured. The liability component is recognised under borrowings.
Hedging
The Company makes no use of forward currency contracts, other financial derivatives or hedging.
Interest rate risk
The Company does not have an interest rate policy in isolation but regularly reviews the interest rates being received on deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk is to align the anticipated timing of expenditure with the availability of its cash balances.
21. Net debt reconciliation
|
|
|
|
|
|
|
|
|
|
|
1 March 2022 £ |
Cash flows £ |
28 February 2023 £ |
|
Cash at bank and in hand |
|
|
4,974 |
|
1 |
|
Bank overdrafts |
|
|
(5,285) |
|
(6,497) |
|
|
|
|
(311) |
|
(6,496) |
HIGHWAY CAPITAL plc
Company information
Directors Maciej Szytko (non-executive Chairman)*
Biswanath Patnaik (non-executive director)*
* member of the remuneration & audit committees
Secretary, registered office, and principal Maciej Szytko
place of business Eden House, Reynolds Road
Beaconsfield HP9 2FL
Place of incorporation England and Wales
Registrars and share transfer office Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Share price information Information about the day-to-day movement of the
Company's share price can be obtained from the London Stock Exchange: Code HWC
Auditors Macalvins Limited
Chartered Accountants 7 St John's Road, Harrow, London, HA1 2EY
Bankers Revolut Ltd
7 Westferry Circus
London, E14 4HD
Solicitors RWK Goodman
69 Carter Lane London
EC4A 5EQ
HIGHWAY CAPITAL plc
THE FOLLOWING DOES NOT FORM PART OF THE FINANCIAL STATEMENTS
Financial review
|
|
Year to 28.2.2023 |
Restated Year to 28.2.2022 |
Year to 28.2.2021 |
Year to 29.2.2020 |
Year to 28.2.2019 |
||||||||||||||||||||
|
Management fees |
- |
- |
164,500 |
- |
- |
||||||||||||||||||||
|
Other income |
- |
- |
- |
- |
- |
||||||||||||||||||||
|
Administrative expenses |
(429,749) |
(525,809) |
(299,290) |
(292,425) |
(207,689) |
||||||||||||||||||||
|
Operating profit/(loss) |
|
|
|
|
(207,689) |
||||||||||||||||||||
|
Profit on disposal of subsidiaries |
- |
- |
- |
- |
- |
||||||||||||||||||||
|
Income from fixed asset investments |
- |
- |
- |
- |
- |
||||||||||||||||||||
|
Interest receivable |
4 |
6 |
9 |
44 |
8,326 |
||||||||||||||||||||
|
Amount written back/(off) investments |
- |
- |
- |
- |
(38,172) |
||||||||||||||||||||
|
Profit/(loss) on ordinary activities before taxation |
(429,745) |
(525,803) |
(134,781) |
(292,381) |
(237,535) |
||||||||||||||||||||
|
Taxation |
- |
- |
- |
- |
- |
||||||||||||||||||||
|
Profit/(loss) on ordinary activities after taxation |
(429,745) |
£(525,803) |
£(134,781) |
£(292,381) |
£(237,535) |
||||||||||||||||||||
|
Earnings/(loss) per share |
(3.74)p |
(4.58)p |
(1.17)p |
(2.54)p |
(2.48)p |
||||||||||||||||||||
|
Diluted earnings/(loss) per share |
(3.74)p |
(4.58)p |
(1.17)p |
(2.54)p |
(2.48)p |
||||||||||||||||||||
|
Dividend per share |
nil |
nil |
nil |
nil |
nil |
 |
