TIDMBSFA
RNS Number : 2196U
BSF Enterprise PLC
31 March 2021
Registered number: 11554014
BSF Enterprise Plc
Annual Report and Financial Statements for the year ended 30
September 2020
Company Information
Directors Min Yang
(Non-Executive Chairman)
Geoffrey Baker
(Non-Executive Director)
Company Secretary Geoffrey Baker
Registered Office Locke Lord (UK) LLP 201 Bishopsgate
London, EC2M 3AB
Registered Number 11554014
Auditors PKF Littlejohn LLP Statutory
Auditor 15 Westferry Circus
Canary Wharf London, E14 4HD
Legal Advisers Locke Lord (UK) LLP 201 Bishopsgate
London, EC2M 3AB
Principal Bankers Bank of China (UK) Limited
1 Lothbury
London, EC2R 7DB
Registrars Share Registrars Limited
The Courtyard, 17 West Street
Farnham,
Surrey, GU9 7DR
Contents
Page
Chairman's statement 1
Board of directors 2
Strategic report 3 - 6
Directors' report 7 - 11
Directors' remuneration report 12 - 14
Directors' responsibilities 15 - 16
Independent auditor's report 17 - 20
Statement of comprehensive income 21
Statement of financial position 22
Statement of changes in equity 23
Statement of cash flows 24
Notes to the financial statements 25 - 34
Chairman's Statement
I have great pleasure in presenting our Annual Report. BSF
Enterprise plc ("BSF" or the "Company") was incorporated on 5
September 2018. Following an initial private funding round of
GBP50,000 in the period ended 30 September 2019, the Company raised
GBP767,000 before expenses in an initial public offering on the
Main Market of the London Stock Exchange (the "IPO").
We formed BSF in order to undertake the acquisition of a
controlling interest in a company or business (an "Acquisition"),
most likely in the technology and marketing sector, reflecting the
experience of the Company's board of Directors and advisers.
Following completion of an Acquisition, the objective of the
Company will be to add value to the acquired business or asset
through the deployment of capital with a view to generating value
for its shareholders.
In the context of this challenging capital raising environment
during this COVID Pandemic, I believe that BSF represents an
extremely attractive proposition to prospective Acquisition
counterparties considering listing on the London Stock Exchange and
I remain confident that we will be able to execute an Acquisition
that creates value for our shareholders.
Whilst the Board has a desire to complete an acquisition in a
timely manner and take advantage of current market dynamics, we
will not compromise in our approach of securing attractive
commercial terms and completing the appropriate detailed and
systematic technical, legal and financial due diligence. We are,
however, cognisant that we must marry our own rigorous investment
criteria with a transaction that will command support from across
the broader investment market.
We believe that this approach provides the best opportunity to
identify and, where possible, mitigate any risks, whilst delivering
the overarching strategy of executing a transaction that creates
value for our shareholders.
I look forward to reporting our progress to you over the coming
year.
Yours Sincerely
Min Yang Chairman
Board of Directors
Min Yang (DOB 22 June 1967) - Non-Executive Chairman
Ms. Yang has extensive business connections in the Asia Pacific
region including greater China, and has over 20 years of hands-on
experience dealing with both private and state-run businesses in
China. Over the years, Min Yang has proven her unique business
insight and expertise in the identification, incubation and
realisation of embryonic opportunities in the resources,
commodities, trading and residential estate and financial
investment sectors.
Min Yang has commercialised numerous innovations in the
telecommunications industry including building an Australasian
telecommunications delivery company between China and Australia.
Further she has helped develop, market and commercialise
high-performance engine technologies now being developed in China
as an auxiliary power unit for electric engines.
Ms Yang is currently the Executive Chairman of ASF Group Ltd
(ASX: AFA) and Non-executive Chair of ActivEX Limited (ASX: AIV),
Rey Resources Limited (ASX: REY) and Non-executive Director of Key
Petroleum Limited (ASX: KEY).
Geoffrey Baker (DOB 12 July 1956) - Non-Executive Director
Mr Baker is a qualified lawyer in Australia and Hong Kong with a
Commerce degree (Accounting and Financial Management), a Law degree
and Master of Business Administration (MBA).
Mr Baker has extensive corporate and commercial legal and
property expertise developed over 36 years of practising law and
representing companies in Australia, China, Hong Kong, Japan and
recently UK and Europe. Mr Baker has also co-authored a number of
books including the critically acclaimed book "Think Like Chinese"
first released in June 2008 (Federation Press, 2008). Mr Baker has
commercialised a number of innovations including bio-medical
apparatus for sleep-apnoea as well as high-performance engine
technology now being developed in China as an auxiliary power unit
for electric engines. He is also a Director of Redstrike Group Ltd,
a sports marketing company in the UK, which promotes and markets
various sports events and activities and sports related
technologies world-wide.
Mr Baker is currently also the Non-Executive Director of ASF
Group Ltd (ASX: AFA), Rey Resources Limited (ASX: REY), ActivEX
Limited (ASX: AIV) and Non-executive Chair of Key Petroleum Limited
(ASX: KEY).
Independence of the Board
None of the Directors are considered to be "independent" (using
the definition set out in the Corporate Governance Code). It is
intended that additional Directors, both executive and
non-executive, will be appointed at the time of the Acquisition and
that independence will be one of the factors taken into account at
that time.
Directors' fees
In order to preserve the Net Proceeds of the Placing for the
purposes of applying such funds towards an Acquisition, each of the
Non-Executive Directors have agreed to not be remunerated until
such time as an Acquisition is completed. None of the Non-Executive
Directors have received any remuneration or other benefits from the
Company.
Strategic Report
Business review and future developments
The Company has undertaken a business review and considered its
future developments. Details of this have been included within the
Chairman's Statement.
Strategy
The Company has been created to consider opportunities within
the innovation marketing and technology sector. The Company is
seeking an Acquisition target that focuses on trade innovation,
data-driven analytics and technology to maximise sales and assist
companies to enter new markets. The Company seeks an Acquisition
target within the innovation marketing and technology sector that
uses its trade innovation and data to assist its customer base with
the development of brands, products and services, marketing
campaigns or improvement of products and services. The Acquisition
target would need to be experienced in matters such as planning
digital campaigns to reach the right customers (whether in China or
elsewhere), market research, creative agency work, and being able
to understand how such customers browse, source information and
purchase goods or services. In particular, the initial focus will
be to concentrate on Acquisition opportunities of companies or
businesses with innovative marketing solutions and which have a
marketing strategy or product or technology that has potential to
disrupt an existing market.
Principal risks and uncertainties
The Directors have identified the following as the key risks
facing the business:
Acquiring less than controlling interests
The Company may acquire either less than whole voting control
of, or less than a controlling equity interest in, a target, which
may limit the Company's operational strategies and reduce its
ability to enhance shareholder value.
Inability to fund operations post-acquisition
The Company may be unable to fund the operations post
acquisition of the target business if it does not obtain additional
funding, however, the Company will ensure that appropriate funding
measures are taken to ensure minimum commitments are met. However,
the current global pandemic due to COVID-19 may make the obtaining
of these funds more challenging.
The Company's relationship with the Directors and conflicts of
interest
The Company is dependent on the Directors to identify potential
acquisition opportunities and to execute an acquisition.
The Directors are not obliged to commit their whole time to the
Company's business; they will allocate a portion of their time to
other businesses which may lead to the potential for conflicts of
interest in their determination as to how much time to assign to
the Company's affairs.
Strategic Report (continued)
Suitable acquisition opportunities may not be identified or
completed
The Company's business strategy is dependent on the ability of
the Directors to identify suitable acquisition opportunities. If
the Directors do not identify a suitable acquisition target, the
Company may not be able to fulfil its objectives. Furthermore, if
the Directors identify a suitable target, the Company
may not acquire it at a suitable price or at all. In addition,
if an acquisition identified and subsequently aborted, the Company
may be left with substantial transaction costs.
Risks inherent in an acquisition
Although the Company and the Directors will evaluate the risks
inherent in a particular target, they cannot offer any further
assistance that all of the significant risk factors can be
identified or properly assessed. Furthermore, no assurance can be
made that an investment in Ordinary Shares in the Company will
ultimately prove to be more favourable to investors then a direct
investment, if such an opportunity were available, in a target
business.
Brexit
In March 2017, the UK officially triggered Article 50 and
notified the EU of its intention to leave the EU following the UK's
June 2016 referendum vote (commonly known as Brexit). The
triggering of Article 50 begun the process of withdrawal from the
EU. In November 2018, the UK and the 27 other countries involved in
Brexit negotiations, agreed upon the terms of a withdrawal
agreement and included a transitional period until 31 December
2020, during which EU law continued to apply in and to the UK. The
withdrawal agreement was signed in January 2020 and during the
transition period, the 'Brexit deal' was sealed after extensive
negotiations between the UK and the EU. As at 31 December 2020, the
transition period ended and the UK officially withdrew from the EU
single market and customs union, and EU law ceased to apply to the
country.
Reliance on external advisors
The Directors expect to rely on external advisors to help
identify and assess potential acquisitions and there is a risk that
suitable advisors cannot be placed under contract or that such
advisors that are contracted fail to perform as required.
Failure to obtain additional financing to complete an
acquisition or fund a target's operations
There is no guarantee that the Company will be able to obtain
any additional financing needed to either complete an acquisition
or to implement its plans post acquisition or, if available, to
obtain such financing on terms attractive to the Company. In that
event, the Company may be compelled to restructure or abandon the
acquisition or proceed with the acquisition on less favourable
terms, which may reduce the Company's return on the investment. The
failure to secure additional financing on acceptable terms could
have a material adverse effect on the continued development or
growth of the Company and the acquired business.
Reliance on income from the acquired activities
Following an Acquisition, the Company will be dependent on the
income generated by the acquired business or from the subsequent
divestment of the acquired business to meet the Company's
expenses.
Strategic Report (continued)
If the acquired business is unable to provide sufficient amounts
to the Company, the Company may be unable to pay its expenses or
make distributions on the Ordinary Shares.
Restrictions in offering Ordinary Shares as a consideration for
an acquisition or requirements to provide alternative
consideration.
In certain jurisdictions, there may be legal, regulatory or
practical restrictions on the Company using its Ordinary Shares as
a consideration for an acquisition, which may mean that the Company
is required to provide alternative forms of consideration. Such
restrictions may limit the Company's acquisition opportunities or
make a certain acquisition more costly, which may have an adverse
effect on the results of operations of the Company.
Key performance indicators
At this stage in its development, the Company is focusing on the
evaluation of various opportunities in the marketing and technology
sector. As and when the Company executes its first substantial
acquisition, financial, operational, health, safety, and
environmental KPIs will become more relevant and reported upon as
appropriate. As a result, the Directors are of the opinion that,
other than the maintenance of cash and cash equivalents, analysis
using KPI's is not appropriate for an understanding of the business
at this time.
2020 2019
Cash and cash equivalents GBP445,061 GBP552,202
Gender analysis
A split of our Directors, senior managers and employees by
gender at the end of the financial year is as follows:
Male - 1
Female - 1
The Board recognises the need to operate a gender diverse
business, and they will ensure this is implemented following an
acquisition. The Board will also ensure any future employment takes
into account the necessary diversity requirements and compliance
with all employment law. The Board has experience and sufficient
training/qualifications in dealing with such issues to ensure they
would meet all requirements. More detail will be disclosed in the
future annual reports once the Company complete an acquisition.
Corporate social responsibility
This will become more relevant once the Company makes an
acquisition.
The Company aims to conduct its business with honesty, integrity
and openness, respecting human rights and the interests of
shareholders and employees. The Company aims to provide timely,
regular and reliable information on the business to all its
shareholders and conduct its operations to the highest
standards.
Strategic Report (continued)
The Company strives to create a safe and healthy working
environment for the wellbeing of its staff and to create a trusting
and respectful environment, where all members of staff are
encouraged to feel responsible for the reputation and performance
of the Company.
The Company aims to establish a diverse and dynamic workforce
with team players who have the experience and knowledge of the
business operations and markets in which we operate. Through
maintaining good communications, members of staff are encouraged to
realise the objectives of the Company and their own potential.
Corporate environmental responsibility
This will become more relevant once the Company makes an
acquisition. The Board contains personnel with a good history of
running businesses that have been compliant with all relevant laws
and regulations and there have been no instances of non-compliance
in respect of environment matters.
The Company's policy is to minimize the risk of any adverse
effect on the environment associated with its activities with a
thoughtful consideration of such key areas as energy use,
pollution, transport, renewable resources, health and wellbeing.
The Company also aims to ensure that its suppliers and advisers
meet with their legislative and regulatory requirements and that
codes of best practice are met and exceeded.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take
into consideration the interests of stakeholders and other matters
in their decision making. The Directors continue to have regard to
the interests of the Company's stakeholders, however it should be
noted that because BSF is a small "shell" company; with only 2
directors; 0 employees and the impacts of its activities is
limited. This statement forms part of the strategic report.
When making decisions the Company takes into account the impact
of its activities on the community, the environment and the
Company's reputation for good business conduct. In this context,
acting in good faith and fairly, the Directors consider what is
most likely to promote the success of the Company for its members
in the long term.
The Directors are fully aware of their responsibilities to
promote the success of the Company in accordance with section 172
of the Companies Act 2006. The Board continuously reflects on how
the Company engages with its stakeholders and opportunities for
enhancement in the future. As required, the Company's external
lawyers and the Company Secretary will provide support to the Board
to help ensure that enough consideration is given to issues
relating to the matters set out in s172(1)(a)-(f).
The Board regularly reviews the Company's principal stakeholders
and how it engages with them. This is achieved through information
provided by management via Regulatory News Service announcements,
Corporate Presentations, and Shareholder Meetings and
teleconferences and also by direct engagement with stakeholders
themselves.
This report was approved by the Board of Directors on 1 March
2021 and signed on its behalf by:
.................................................
Geoffrey Baker
Director
Directors' Report
The Directors present their Annual Report together with the
financial statements of the Company for the year ended 30 September
2020.
An indication of the likely future developments in the business
of the Company is included in the Strategic Report and Chairman's
Statement.
Principal activity
The Company was formed to undertake an acquisition of a
controlling interest in a Company or business in the technology and
marketing sector.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income. The Directors do not recommend the payment of
a dividend on the Ordinary Shares.
Financial instruments and risk management
An explanation of the Company's financial risk management
objectives, policies and strategies and information about the use
of financial instruments by the Company is given in note 11 to the
financial statements.
Share capital structure
The Company was incorporated on 5 September 2018 under the UK
Companies Act 2006.
Details of the current issued share capital of the Company are
set out in note 10 to the financial statements. GBP203,400.02 of
Ordinary Shares in nominal value are in issue (divided into
20,340,002 issued Ordinary Shares of 1p each).
All of the issued Ordinary Shares are in registered form, and
capable of being held in certificated or uncertificated form. The
Registrar will be responsible for maintaining the share register.
Temporary documents of title will not be issued. The ISIN number of
the Ordinary Shares is GB00BHNBDQ51. The SEDOL number of the
Ordinary Shares is BHNBDQ5.
Directors
The Directors of the Company during the year were as
follows:
Geoffrey Baker
Min Yang
Directors' Report (continued)
Directors' interests
As at 30 September 2020, the beneficial interests of the
Directors and their connected persons in the ordinary share capital
of the Company was as follows:
Number of Ordinary Shares % of Ordinary
Director Share Capital
Geoffrey Baker 1 0.00%
Min Yang 5,000,001 24.58%
Min Yang indirectly holds 5,000,000 Ordinary Shares through
Advance Plan Investments Ltd, a company of which she is the sole
shareholder and Director and a further 1 Ordinary Share held
directly in her own name.
No Director currently has any share options and no share options
were granted to or exercised by a Director in the reporting
period.
Substantial shareholders
The following had interests of 3 per cent or more in the
Company's issued share capital as at 30 September 2020.
Number of Ordinary Shares % of Ordinary
Party Name Share Capital
Trade Hero Holdings Ltd 6,000,000 29.50%
Advance Plan Investments Ltd* 5,000,000 24.58%
Business Victor Investments
Ltd 2,400,000 11.80%
Forever Grand Group Ltd 1,000,000 4.92%
Walter Yiu-Kwong Hui 900,000 4.42%
Fai-Yue Lam 900,000 4.42%
Yue-Ming Pan 800,000 3.93%
Shi-Ming Chen 800,000 3.93%
Daniel Yuan Fang 800,000 3.93%
Qi Sai 800,000 3.93%
Shi Peng Chen 800,000 3.93%
*Min Yang is the Director and sole shareholder of Advance Plan
Investments Ltd.
Capital and returns management
Prior to a Placing, on 15 January 2019, the Company raised
GBP50,000 pursuant to the Subscription of the Subscription Shares
by the Subscribers.
The Company raised an additional gross proceeds of GBP767,000
from the Placing. The Directors believe that, following an
Acquisition, further equity capital raisings may be required by the
Company for working capital purposes as the Company pursues its
objectives going forward. Given that the anticipated operating
costs of the Company have been minimal, the Company have not
required any further funding during the year ended 30 September
2020.
Directors' Report (continued)
It is intended that the purchase price for any potential
Acquisition will be satisfied by way of share and/or cash
consideration which will leave cash available for working capital
purposes. However, whether a further equity raising will be
required and the amount of such raising will depend on the nature
of the Acquisition opportunities which arise and the form of
consideration the Company uses to make an Acquisition which cannot
be determined at this time.
The Directors have been given authority to issue Ordinary Shares
free of pre-emption rights for the purposes of or in connection
with (i) the Subscription Shares, (ii) the Placing, (iii) generally
for such purposes as the Directors may think fit, an aggregate
amount not exceeding 10 per cent. of the aggregate nominal value of
Ordinary Shares in issue (as at the close of the first Business Day
following Admission), and (iv) for the purposes of issues of
securities offered to existing holders of Ordinary Shares on a pro
rata basis. Otherwise, shareholders will have statutory pre-emption
rights which will generally apply in respect of future issues of
Ordinary Shares for cash. No pre-emption rights exist in respect of
future share issues wholly or partly other than for cash.
The Company expects that any returns for shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Liability insurance for Company officers
The Company has not obtained any third party indemnity for its
Directors.
Corporate governance
As a company with a Standard Listing the Company is not required
to comply with the provisions of the UK Corporate Governance Code.
Nevertheless, the Directors, who are all Non-Executive Directors
are committed to maintaining high standards of corporate governance
and propose, so far as is practicable given the Company's size and
nature, to voluntarily adopt and comply with the QCA Code. However
at present, due to the size of the Company, the Directors
acknowledge that adherence to certain other provisions of the QCA
Code may be delayed until such time as the Directors are able to
fully adopt them post Acquisition. In particular, action will be
required in the following areas:
-- the Company does not currently have at least two independent
Non-Executive Directors. Accordingly, the Company does not comply
with the QCA recommendations regarding board composition. At an
appropriate time, the Board will seek to appoint independent
Directors, one of whom will be appointed as senior independent
Director;
-- the Company is currently too small to have an audit
committee, a remuneration committee or a nominations committee
established. The creation and appointments to such committees will
be revisited upon the completion of an Acquisition along with
incorporating terms of reference for them;
-- the Board do not consider an internal audit function to be
necessary for the Company at this time due to the limited number of
transactions.
The Directors are responsible for internal control in the
Company and for reviewing effectiveness. Due to the size of the
Company, all key decisions are made by the Board. The Directors
have reviewed the effectiveness of the Company's systems during the
year under review and consider that there have been no material
losses, contingencies or uncertainties due to weaknesses in the
controls.
Details of the Company's business model and strategy are
included in the Chairman's Statement and Strategic Report.
Directors' Report (continued)
Role of the Board
The Board sets the Company's strategy, ensuring that the
necessary resources are in place to achieve the agreed priorities.
It is accountable to shareholders for the creation and delivery of
long term shareholder value. To achieve this, the Board directs and
monitors the Company's affairs within a framework of control which
enables risk to be reviewed and managed effectively.
Board meetings
The core activities of the Board are carried out in scheduled
meetings and regular reviews of the business are conducted.
Additional meetings and conference calls are arranged to consider
matters which would require discussions outside of scheduled
meetings. The Directors maintain frequent contact with each other
to discuss issues of concern and keep them fully briefed to the
Company's operations. All Directors attended all Board meetings
held.
Conflicts of interest
A Director has a duty to avoid a situation in which they have,
or can have, a direct or indirect interest that conflicts, or
possibly may conflict with the interest of the Company. The Board
has satisfied itself that there is no compromise to the
independence of those Directors' who have appointments on the Board
of, or relationship with, companies outside of the Company. The
Board requires the Directors to declare all appointments to the
situation which would result in a conflict of interest.
Employee and greenhouse gas (GHG) emissions
The Company currently has no trade or employees other than the
Directors. Therefore, the Company has minimal carbon or greenhouse
gas emissions as it is not practical to obtain emissions data at
the stage. It does not have responsibility for any emissions
producing sources under the Companies Act 2006.
Equal opportunity
The Company promotes a policy for the creation of equal and
ethnically diverse employment opportunities including with respect
to gender. The Company promotes and encourages employee involvement
wherever practical as it recognises employees as a valuable asset
and is one of the key contributions to the Company's success.
Disclosure and transparency rules
The Company is not regulated by the FCA or any financial
services or other regulator. With effect from Admission the Company
is subject to the Listing Rules and the Disclosure Guidance and
Transparency Rules (and the resulting jurisdiction of the UK
Listing Authority), to the extent such rules apply to companies
with a Standard Listing pursuant to Chapter 14 of the Listing
Rules.
Directors' Report (continued) Going concern
After making enquiries, the Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Further details
are given in Note 2 to the financial statements. For this reason,
the Directors continue to adopt the going concern basis in
preparing the financial statements.
Statement as to disclosure of information to auditors
The Directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
statutory auditor is aware of that information.
Auditors
The auditors, PKF Littlejohn LLP were reappointed by the
Directors' on 30 March 2020, and have expressed their willingness
to continue in office and a resolution to reappoint them will be
proposed at the Annual General Meeting.
Approved on behalf of the Board of Directors by:
......................................
Geoffrey Baker
Director
Date: 1 March 2021
Directors' Remuneration Report
Until an Acquisition is made the Company will not have a
separate remuneration committee. The Board will instead
periodically review the quantum of Directors' fees, taking into
account the interests of shareholders and the performance of the
Company and the Directors. Following the completion of an
Acquisition, the Board intends to put in place a remuneration
committee.
The items included in this report are unaudited unless otherwise
stated.
The Directors who held office at 30 September 2020 and who had
beneficial interests in the Ordinary Shares of the Company are
summarised as follows:
Name of Director Position
----------------- ---------------------------
Geoffrey Baker Non-Executive Director
Min Yang Non-Executive Chairman
Directors' letters of appointment
Min Yang and Geoffrey Baker have each been appointed by the
Company pursuant to letters of appointment dated 18 July 2020 for a
period of 12 months and thereafter subject to termination by either
party on three months' notice. The Non-Executive Directors have
each agreed to not be remunerated until such time as an Acquisition
is completed. The Non-Executive Directors have agreed to commit an
equivalent of at least one day a month to the Company. The
Non-Executive Directors are not entitled to any other benefits
other than the reimbursement of their reasonable expenses. The
letters of appointment are governed by English law.
Shareholders return
The Company expects that any returns for shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend policy
set out below.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares
following an Acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. Prior to an Acquisition it is unlikely that the Company
will have any earnings but to the extent the Company has any
earnings it is the Company's current intention to retain any such
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
During the year ended 30 September 2020, there were no dividends
paid (2019: nil).
Particulars of Directors' remuneration (audited)
There was no Directors' remuneration or pension contribution
throughout the year.
In order to preserve the Net Proceeds of the Placing for the
purposes of applying such funds towards an Acquisition, each of the
Non-Executive Directors have agreed to not be remunerated until
such time as an Acquisition is completed. None of the Non-Executive
Directors have received any remuneration or other benefits from the
Company.
Directors' Remuneration Report (continued)
Statement of Directors' shareholding and share interest
(audited)
The Directors who served during the year ended 30 September
2020, and their interests at that date, are disclosed on Page 9.
There were no changes between the reporting date and the date of
approval of this report.
UK Remuneration percentage changes
As the remuneration for the preceding financial year is nil for
all Directors, no percentage changes for remuneration have been set
out in this report.
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year
performance graph comparing the Company's Total Shareholder Return
with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the
Company has only been listed since 2017, is not paying dividends,
is currently incurring losses as it gains scale and its focus is to
seek an acquisition. In addition and as mentioned above, the
remuneration of Directors is not currently linked to performance
and we therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The Directors will
review the inclusion of this table for future reports.
Consideration of shareholder views
The Board considers shareholder feedback received. This
feedback, plus any additional feedback received from time to time,
is considered as part of the Company's annual policy on
remuneration.
Policy for salary reviews
The Company may from time to time seek to review salary levels
of Directors, taking into account performance, time spent in the
role and market data for the relevant role. It is not intended that
there will be any salary review prior to completion of an
Acquisition.
Policy for new appointments
It is not intended that there will be any new appointments to
the Board until an Acquisition is completed. Following completion
of an Acquisition, it is intended that a full review of the Board
will take place.
Other matters
The Company does not currently have any annual or long-term
incentive schemes in place for any of the Directors and therefore
there are no disclosures in this respect.
The Company does not have any pension plans for any of the
Directors and does not pay pension amounts in relation to their
remuneration.
The Company has not paid out any excess retirement benefits to
any Directors.
Directors' Remuneration Report (continued)
Approved on behalf of the Board of Directors by;
.................................................
Geoffrey Baker
Director
Date: 1 March 2021
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. Under company law the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of the affairs of the
Company and of the profit or loss for that period.
In preparing these financial statements, the Directors are also
required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the Strategic Report, Directors' Report and Directors'
Remuneration Report which comply with the requirements of the
Companies Act 2006; and
- prepare the financial statements 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 Financial Statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
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.
Directors' responsibility statement pursuant to disclosure and
Transparency Rules
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and
with International Financial Reporting Standards as adopted by the
European Union.
Each of the Directors, whose names and functions as listed in
the Board of Directors confirm that, to the best of their
knowledge:
-- the financial statements, prepared in accordance with the
IFRS as adopted by the European Union, give a true and fair view of
the assets, liabilities, financial position and profit or loss of
the Company;
-- the Strategic and Directors' Report include a fair review of
the development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces; and
-- the Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Statement of Directors' Responsibilities (continued)
Approved on behalf of the Board of Directors by;
.................................................
Geoffrey Baker
Director
Date: 1 March 2021
Independent Auditor's Report to the Members of BSF Enterprise
Plc
Opinion
We have audited the financial statements of BSF Enterprise Plc
(the 'company') for the year ended 30 September 2020 which comprise
the Statement of Comprehensive Income, the Statement of Financial
Position, 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
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 30 September 2020 and of its loss for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
Our application of materiality
The scope of our audit was influenced by our application of
materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures. Materiality for the financial
statements was set as GBP21,000 (2019: GBP27,000) based upon 5% of
net assets (2019: 5% of net assets). Materiality was based on net
assets as the Company is not yet revenue generating as it looks for
a suitable acquisition target. Performance materiality and the
triviality threshold for the financial statements was set at
GBP15,750 (2019: GBP18,900) and GBP1,050 (2019: GBP1,350)
respectively.
We have agreed with the directors that we would report to the
committee individual audit differences in excess of GBP1,050 as
well as differences below these thresholds that, in our view,
warranted reporting on qualitative grounds.
Independent Auditor's Report to the Members of BSF Enterprise
(continued)
An overview of the scope of our audit
In designing our audit, we determined materiality, and assessed
the risk of material misstatement in the financial statements. We
also addressed the risk of management override of internal
controls, including evaluation whether there was evidence of bias
by the directors that representation a risk of material
misstatement due to fraud.
Key audit matters
We have determined that there are no key audit matters to
communicate in our report.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
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.
Independent Auditor's Report to the Members of BSF Enterprise
(continued)
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 and the part of the directors'
remuneration report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 21 November 2019
to audit the financial statements for the period ending 30
September 2020. Our total uninterrupted period of engagement is two
years, covering the periods ending 30 September 2019 to 30
September 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the financial
statements from our sector experience and through discussions with
the directors. We considered the extent of compliance with those
laws and regulations as part of our audit procedures on the related
financial statement items. We communicated identified laws and
regulations throughout our audit team and remained alert to
indications of non-compliance throughout the audit.
Independent Auditor's Report to the Members of BSF Enterprise
(continued)
Our audit opinion is consistent with the additional report to
those charged with governance.
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.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
1 March 2021
Statement of Comprehensive Income
for the year ended 30 September 2020
From 5
Year ended 30 September 2018
September to 30 September
2020 2019
Note GBP GBP
Continuing operations
Listing expenses - (67,020)
Administrative expenses 5 (93,845) (27,378)
Loss before taxation 4 (93,845) (94,398)
Taxation 6 - -
Loss for the year (93,845) (94,398)
Other comprehensive income
for the year - -
Total comprehensive income
for the year attributable to
the equity
owners (93,845) (94,398)
================================= ============================
Earnings per share
Basic and diluted (pence per
share) 7 (0.51) (1.59)
================================= ============================
There are no items of other comprehensive income.
The notes to the financial statements form an integral part of
these financial statements.
Statement of Financial Position
as at 30 September 2020
2020 2019
Note GBP GBP
Assets
Current assets
Cash and cash equivalents 8 445,061 552,202
Prepayments 10,337 -
Total current assets 455,398 552,202
Total assets 455,398 552,202
============================== ===================
Equity and liabilities
Capital and reserves
Share capital 10 203,400 203,400
Share premium 10 407,984 407,984
Retained deficit (188,243) (94,398)
------------------------------ -------------------
Total equity 423,141 516,986
============================== ===================
Liabilities
Current liabilities
Other payables 9 32,257 35,216
------------------------------ -------------------
Total liabilities 32,257 35,216
------------------------------ -------------------
Total equity and liabilities 455,398 552,202
============================== ===================
The notes to the financial statements on pages 24 to 31 form an
integral part of these financial statements.
This report was approved by the Board of Directors and
authorised for issue on 1 March 2021 and signed on its behalf
by;
....................................
Geoffrey Baker
Director
Registered number: 11554014
Statement of Changes in Equity
for the year ended 30 September 2020
Share capital Share premium Retained deficit Total
GBP GBP GBP GBP
As at 5 September - - - -
2018
------------- ------------- ---------------- ---------
Comprehensive income
for the period
Loss during the period - - (94,398) (94,398)
------------- ------------- ---------------- ---------
Total comprehensive
loss
for the period - - (94,398) (94,398)
------------- ------------- ---------------- ---------
Transactions with
owners
Shares issued on
incorporation 1 - - 1
Issue of new Ordinary
Shares 203,399 613,600 - 816,999
Share issue costs - (205,616) - (205,616)
------------- ------------- ---------------- ---------
As at 1 October 2019 203,400 407,984 (94,398) 516,986
------------- ------------- ---------------- ---------
Comprehensive income
for the year
Loss during the year - - (93,845) -
------------- ------------- ---------------- ---------
Total comprehensive
loss for the year - - (93,845) -
------------- ------------- ---------------- ---------
As at 30 September
2020 203,400 407,984 (188,243) 423,141
------------- ------------- ---------------- ---------
The notes to the financial statements on pages 24 to 31 form an
integral part of these financial statements.
Statement of Cash Flows
for the year ended 30 September 2020
From 5 September
2018 to 30
Year ended 30 September
September
2020 2019
Note GBP GBP
Cash flow from operating activities
Operating loss (93,845) (94,398)
Changes in working capital:
(Decrease)/increase in trade and other
payables 9 (2,959) 35,216
(Increase)/decrease in trade and other
receivables (10,337) -
------------------------------- ------------------------
Net cash generated (used in)/from operating
activities (107,141) (59,182)
------------------------------- ------------------------
Cash flows from financing activities
Proceeds from issue of shares, net
of issue costs - 611,384
------------------------------- ------------------------
Net cash generated from financing activities - 611,384
------------------------------- ------------------------
(Decrease)/increase in cash and cash
equivalents (107,141) 552,202
Cash and cash equivalents at beginning
of the year 8 552,202 -
------------------------------- ------------------------
Cash and cash equivalents at end of
the year 8 445,061 552,202
------------------------------- ------------------------
No net debt reconciliation is provided as the Company has no
debt.
The notes to the financial statements on pages 24 to 31 form an
integral part of these financial statements.
Notes to the Financial Statements (continued)
1. General information
The Company is a public limited liability company, listed on the
London Stock Exchange, incorporated and registered in England and
Wales on 5 September 2018 with registered company number
11554014.
The principal activity of the Company is to consider
opportunities within the innovation marketing and technology
sector. The Company is seeking an Acquisition target that focuses
on trade innovation, data-driven analytics and technology to
maximise sales and assist companies enter new markets. The address
of the registered office is c/o Locke Lord (UK) LLP, 201
Bishopsgate, London, EC2M 3AB.
2. Accounting policies
The principal accounting policies applied in the preparation of
the financial statements are set out below. These policies have
been consistently applied to the period presented, unless otherwise
stated.
a) Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRIC
interpretations as adopted for by the European Union, and
effective, or issued and early adopted, as at the date of these
statements. The financial statements have been prepared using the
historical cost basis. No fair value adjustments have been applied
in the preparation of the Company Financial Information.
The financial statements are presented in British Pounds
Sterling, the currency of the primary economic environment in which
the Company operates and its functional currency.
The financial statements are presented in GBP unless otherwise
stated.
b) Standards and interpretations issued but not yet applied
New standards, amendments to standards and interpretations:
During the financial year, the Company has adopted the following
new IFRSs (including amendments thereto) and IFRIC interpretations
that became effective for the first time.
Standard Impact on initial application Effective date
IFRS 16 Leases 1 January 2019
IFRIC Interpretation Uncertainty over Income 1 January 2019
23 Tax
Treatments
IFRS 9 Prepayment Features with 1 January 2019
Negative
(Amendments) Compensation
IAS 28 Long-term Interests in Associates 1 January 2019
and Joint Ventures
(Amendments)
Annual improvements 2015-2017 Cycle 1 January 2019
IAS 19 Plan Amendment, Curtailment 1 January 2019
or
(Amendments) Settlement.
Notes to the Financial Statements (continued)
No new standards, amendments or interpretations, effective for
the first time for the financial year beginning on or after 1 July
2019 have had a material impact on the Company.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the
following standards and interpretations relevant to the Company and
which have not been applied in these financial statements, were in
issue but were not yet effective. In some cases, these standards
and guidance have not been endorsed for use in the European
Union.
Standard Impact on initial application Effective date
IFRS 3 (amendments) Definition of a Business 1 January 2020
IFRS standards References to the Conceptual 1 January 2020
(amendments) Framework
IAS 1 (amendments) Definition of Material 1 January 2020
IAS 8 (amendments) Definition of Material 1 January 2020
IFRS 9, IAS 39 and Interest Rate Benchmark 1 January 2020
IFRS Reform
7 (amendments)
IFRS 17 Insurance Contracts 1 January 2021
The directors do not consider that these standards will impact
the financial statements of the Company.
c) Going concern
In their assessment of going concern the Directors have
considered the current and developing impact on the business as a
result of the COVID-19 virus. This has not had a significant,
immediate impact on the company's operations but the Directors are
aware that if the current situation becomes prolonged then this may
change.
Having regard to the above, the Directors believe it appropriate
to adopt the going concern basis of accounting in preparing the
financial statements, which assumes that the Company will continue
to be able to meet its liabilities as they fall due for the
foreseeable future. The Company meets its day to day working
capital requirements through existing cash reserves. The Directors
have prepared projected cash flow information for a period of at
least twelve months from the date of their approval of the
financial statements. On the basis of this cash flow information,
the Directors consider that the Company will continue to operate
without the need for additional financing whilst it identifies and
completes suitable transaction opportunities. When a suitable
transaction is identified, the Directors will consider the need for
further funding to complete the transaction. Therefore, the
Directors consider it appropriate to prepare the financial
statements on a going concern basis.
d) Comparative figures
The comparative figures have been presented for the period ended
30 September 2019, covering the period from incorporation on 5
September 2018.
Notes to the Financial Statements (continued)
e) Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The chief decision-maker believes that the Company's continuing
operations comprise one segment being identifying and acquiring
investment projects. The financial information therefore of the
single segment is the same as that set out in the Statement of
Comprehensive Income, Statement of Financial Position, Statement of
Changes in Equity and Statement of Cash Flows.
f) Taxation
Tax currently payable is based on taxable profit for the year.
Taxable profit differs from profit as reported in the income
statement because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the year when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by
Notes to the Financial Statements (continued)
the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
g) Financial instruments Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
(1) the asset is held within a business model whose objective is
to collect contractual cash flows; and
(2) the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
(1) the rights to receive cash flows from the asset have expired, or
(2) the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and
Notes to the Financial Statements (continued)
the assets of the asset or (b) has neither transferred nor held
substantially all the risks and estimates of the asset but has
transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to
the expected credit losses over its lifetime without monitoring
changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
Trade and other receivables
Trade and other receivables are initially recognised at fair
value when related amounts are invoiced then carried at this amount
less any allowances for doubtful debts or provision made for
impairment of these receivables.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short-term investments to be cash equivalents.
The Company considers the credit ratings of banks in which it
holds funds in order to reduce its exposure to credit risk. The
Company will only keep its holdings of cash and cash equivalents
within institutions which have a strong credit rating.
Trade payables
These financial liabilities are all non-interest bearing and are
initially recognised at the fair value of the consideration
payable
h) Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity.
- Share capital account represents the nominal value of the shares issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
- Retained earnings include all current and prior period results
as disclosed in the Statement of Comprehensive Income.
Notes to the Financial Statements (continued)
i) Earnings per share
Basic earnings per share is calculated by dividing:
-- The loss attributable to owners of the Company, excluding any
costs of servicing equity other than Ordinary Shares;
-- By the weighted average number of Ordinary Shares outstanding during the financial period.
3. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS
as adopted by the European Union requires management to make
estimates and assumptions that affect the reported amounts of
income, expenditure, assets and liabilities. Estimates and
judgements are continually evaluated, including expectations of
future events to ensure these estimates to be reasonable.
The Directors consider that there are no critical accounting
judgements or estimates relating to the financial information of
the Company.
4. Loss before income tax
The loss before income tax is stated after charging:
2020 2019
GBP GBP
Fees payable to the Company's auditors
- Audit of the Company's annual accounts 18,000 18,000
5. Administrative expenses
2020 2019
GBP GBP
Legal and professional fees 64,996 -
Accounting fees 10,762 9,300
Audit fees 18,000 18,000
Bank charges 87 78
------ ------
93,845 35,216
====== ------
Notes to the Financial Statements (continued)
6. Taxation
Corporation tax is calculated at 19% of the estimated taxable
profit for the year. The charge for the year is made up as
follows:
2020 2019
GBP GBP
Current tax (13,375) (5,202)
Deferred tax 13,375 5,202
-------- -------
Tax charge for the year - -
======== =======
The charge for the year can be reconciled to the loss in the
Statement of Comprehensive Income as follows:
2020 2019
GBP GBP
Loss before tax on continuing operations (93,845) (94,398)
========== ==========
Tax at the UK corporation tax rate of 19% (17,831) (17,936)
Expenses not deductible 4,456 12,734
Deferred tax asset not taken 13,375 5,202
---------- ----------
Tax charge for the year - -
========== ----------
The Company has accumulated tax losses of GBP97,775 (2019:
GBP27,738). No deferred tax asset was recognised in respect of
these accumulated tax losses as there is insufficient evidence that
the amount will be recovered in future years.
7. Earnings per share
The calculation of earnings per share is based on the following
loss and number of shares:
2020 2019
Loss for the year from continuing GBP93,845 GBP94,398
operations
Weighted average shares in issue 20,340,002 5,940,616
Earnings per share (in pence) (0.51p) (1.59p)
Basic earnings per share is calculated by dividing the loss for
the year from continuing operations of the Company by the weighted
average number of Ordinary Shares in issue during the year. There
are no potential dilutive shares in issue.
Notes to the Financial Statements (continued)
8. Cash and cash equivalents
2020 2019
GBP GBP
Cash at Bank 445,061 552,202
9. Other payables
2020 2019
GBP GBP
Current:
Trade payables 4,957 7,916
Accruals 27,300 27,300
------ ---------------
32,257 35,216
====== ===============
10. Share capital and share premium
Number of Share Share
shares capital premium
GBP GBP
Issued and fully paid Ordinary shares of GBP0.01 each
At 30 September 2020 20,340,002 203,400 407,984
The Company was incorporated on 5 September 2018. On
incorporation, two Ordinary Shares of
GBP0.01 par value were issued at par. On 15 January 2019, a
further 5,000,000 Ordinary Shares of GBP0.01 par value were issued
at par for cash consideration of GBP50,000. On 26 July 2019,
15,340,000 new Ordinary Shares were issued at the Placing Price,
being GBP0.05, pursuant to the Placing. This totalled further cash
consideration of GBP767,000. Expenditure relating to the new share
issue totalling GBP205,616 was subsequently deducted from share
premium.
11. Financial instruments
The Company's principal financial instruments comprise cash and
cash equivalents and other payables. The Company's accounting
policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in note 2. The Company does not
use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
Notes to the Financial Statements (continued)
2020 2019
GBP GBP
Financial assets at amortised cost
Cash and cash equivalents 445,061 552,202
Prepayments 10,337 -
------- -----------------
455,398 552,202
=================
Financial liabilities at amortised cost
Trade payables and accruals 32,257 35,216
=======
a) Financial risk management objectives and policies
The Company's major financial instruments include bank balances
and amounts payable to suppliers. The risks associated with these
financial instruments, and the policies on how to mitigate these
risks are set out below. The Directors manage and monitor these
exposures to ensure appropriate measures are implemented on a
timely and effective manner.
The Company has no foreign currency transactions or borrowings,
therefore it is not exposed to market risk in respect of foreign
exchange risk or interest risk.
Risk management is undertaken by the Board of Directors.
b) Liquidity risk
Liquidity risk arises from the Company's management of working
capital.
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Directors have considered the liquidity
risk as part of their going concern assessment (see note 2).
Controls over expenditure are carefully managed in order to
maintain its cash reserves whilst it targets a suitable
transaction. Financial liabilities are all due within one year.
c) Credit risk
The Company's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
limited because the counter parties are banks with high credit
ratings and have not experienced any losses in such accounts.
d) Interest risk
The Company's exposure to interest rate risk is the interest
received on the cash held, which is immaterial.
e) Capital risk management
The Company's objectives when managing capital is to safeguard
the Company's ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other
Notes to the Financial Statements (continued)
stakeholders and to maintain an optimal capital structure. The
Company has no borrowings. In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders or issue new
shares. The Company monitors capital on the basis of the total
equity held being GBP423,141 as at 30 September 2020.
f) Fair value of financial assets and liabilities
There are no material differences between the fair value of the
Company's financial assets and liabilities and their carrying
values in the financial information.
12. Subsequent events
There were no subsequent events after the reporting period.
13. Related parties
Geoff Baker and Min Yang are Directors of both BSF Enterprise
plc and BSF International Limited.
Key management are considered to be the Directors and there was
no Directors Remuneration for the year, as stated in the Directors
Remuneration Report.
14. Ultimate controlling party
There is no ultimate controlling party of the Company.
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END
FR DKDBBKBKBONN
(END) Dow Jones Newswires
April 01, 2021 02:00 ET (06:00 GMT)
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