Buy
Sell
Share Name Share Symbol Market Type Share ISIN Share Description
Highway Capital Plc LSE:HWC London Ordinary Share GB0008579384 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 15.50 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 0.0 -0.2 -2.5 - 1

Highway Capital PLC Annual Financial Report

06/11/2020 4:57pm

UK Regulatory (RNS & others)


Highway Capital (LSE:HWC)
Historical Stock Chart


From Oct 2020 to Jan 2021

Click Here for more Highway Capital Charts.

TIDMHWC

RNS Number : 5721E

Highway Capital PLC

06 November 2020

Company registration no. 02991159

HIGHWAY CAPITAL plc

ANNUAL REPORT

For the year ending 29 February 2020

HIGHWAY CAPITAL plc

Contents

Page

Chairman's statement

3

Strategic report

4

Directors' report

5

Directors' responsibility statement

9

Directors' remuneration report

10

Corporate governance

12

Independent auditors' report

15

Statement of comprehensive income

20

Statement of financial position

21

Statement of changes in equity

22

Statement of cash flows

23

Notes to the accounts

24

Company information

30

Financial review

31

HIGHWAY CAPITAL plc

Chairman's statement

Year ended 29 February 2020

Dear Shareholders

In the financial year ending 29 February 2020, the Company has continued a dialogue with the Financial Conduct Authority in relation to restoration of its listing on the London Stock Exchange. It resulted in an internally taken conclusion, that the optimal way to achieve the restoration of trading will be to complete an equity acquisition, of which the re-admittance to listing will be the integral element.

Therefore, the Company's directors have been focusing on identifying a suitable acquisition. The Company has evaluated a number of proposals and projects.

The efforts aimed at completing an acquisition are driven both by the intention to increase the market value of the Company, and, more technically, by a strong determination to terminate the suspension of trading in the Company's shares.

It is anticipated that there will be further developments regarding these matters throughout the year 2020.

Besides, the management of the Company continued its involvement in bringing the Company's rules of operation and of corporate governance, including measures on financial prudence, to a higher level, also anticipating a likely economic crisis of which the symptoms have already been emerging in the first quarter of 2020. Covid-19 may impact the Company's ability to execute an acquisition.

Ludwik Sobolewski Chairman

28 October 2020

HIGHWAY CAPITAL plc

Strategic report

Year ended 29 February 2020

Review of Business

In the year ending 29 February 2020, the Company has repaid part of its existing Convertible Loan Notes in the amount of GBP68,000 plus interest.

The Company has received a request from the holder of the GBP70,000 loan note issued on 18 December 2018 to alter the terms of the loan, so that it converts into ordinary shares of the Company.

The Company has also issued 1,900,000 new ordinary shares to Nicolay Mayster, a non-executive director through conversion of GBP95,000 of outstanding debt into equity.

At the Annual General Meeting in April 2019, the Company received shareholders' approval to rectify its previous failures in order to comply with all applicable regulations.

At the date of approving these financial statements the directors are not aware of any adverse impact arising from the COVID-19 pandemic.

Financial review

Key Highlights

 
                                     2020        2019 
-------------------------      ----------  ---------- 
Management fees                         -           - 
 Other income                           -           - 
 Administrative expenses        (292,425)   (207,689) 
-------------------------      ----------  ---------- 
Operating loss                  (292,425)   (207,689) 
 Interest receivable                   44       8,326 
Basic loss per share        7     (2.54)p     (2.48)p 
-------------------------      ----------  ---------- 
 

Bank and cash

                              3           244,527 

Key Risks and Uncertainties

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.

Covid-19 : The Pandemic 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:

Ludwik Sobolewski

Chairman

28 October 2020

HIGHWAY CAPITAL plc

Directors' report

Year ended 29 February 2020

Your directors have pleasure in submitting their report and the audited accounts for the year ended 29 February 2020, 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 GBP292,381 (2019: loss GBP237,535). After taxation and dividends, the loss of GBP292,381 (2019: loss GBP237,535) 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 GBP3 (2019: GBP244,527) at 29 February 2020.

Events that have occurred since the end of the financial year are detailed in note 15 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. 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 COVID-19 pandemic.

Dividends

The directors do not recommend the payment of a final dividend for the year.

Directors

The following directors served during the year to 29 February 2020:

L. Sobolewski (Chairman)

M. Szytko

D. Zych - resigned 30 April 2019

N. Mayster - appointed 30 April 2019

B. Patnaik - appointed 27 November 2019

Details of directors' remuneration, service contracts and interests in the ordinary shares of the company are included in the directors' remuneration report on pages 9 and 10.

Mr Szytko retires by rotation and offers himself for re-election at the AGM. Mr Patnaik was appointed by the Board on 27 November 2019 as an additional non-executive director and is therefore standing for election at the AGM under the company's Articles of Association. They do not have service contracts with the company. Following formal performance evaluations, the Board believes that the non-executive directors have performed effectively and that they should be re-elected.

Biographies of directors

Ludwik Sobolewski , 53, 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 29 February 2020

Maciej Szytko , 37, 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 , 55, 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 , 42, 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 29 February 2020 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 
Executors of R. B. 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% 
 

On 14 August 2020 the 2,375,745 shares held by the Executors of R. B. Rowan were transferred to Mrs C. C. Rowan. There have been no other 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 29 February 2020

Auditors

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

Going concern

The company is essentially a "cash shell", and, apart from some interest receivable, currently has no income stream. The company is therefore dependent on its cash reserves and the injection of new funding, to fund ongoing costs. During the year ending 29 February 2020, the Company received net new loan funding of GBP51,487 to enable it to pursue its investment strategy and for working capital purposes.

After reviewing the company's budget for 2020/2021 and its medium term plans, the directors have a reasonable expectation that, following the loans made to the company since the balance sheet date, and the opportunities for additional funding as needed, the company will have adequate resources to continue in operational existence for the foreseeable future. The directors continue to adopt the going concern basis in preparing the annual report and accounts. The financial statements do not include any adjustments that would result from the going concern basis being inappropriate.

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

The directors are satisfied that the company will be able to meet its obligations as they fall due for at least 12 months from the date of approval of the company's 29 February 2020 balance sheet. As a result, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Carbon emissions

The company currently has no head office and no employees other than its directors, and therefore has minimal carbon emissions.

Financial risk management

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

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 29 February 2020.

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.

HIGHWAY CAPITAL plc

Directors' report continued

Year ended 29 February 2020

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

28 October 2020

HIGHWAY CAPITAL plc

Directors' responsibility statement

Year ended 29 February 2020

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

28 October 2020

HIGHWAY CAPITAL plc

Directors' remuneration report

Year ended 29 February 2020

Introduction

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

Remuneration committee

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

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

The remuneration policy

It is the aim of the committee to remunerate directors competitively and to reward performance. Details of the remuneration packages of individual directors are set out below. There are currently no long term incentive plans, performance bonuses or pension schemes in place. The only share options in issue are to a former director, Dominic Wheatley. 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 2020/2021 to that in 2019/2020.

HIGHWAY CAPITAL plc

Directors' remuneration report continued

Year ended 29 February 2020

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.

 
                   Number of ordinary 
                    shares 
                   29.2.2020   28.2.2019 
 M. Szytko         2,622,060   2,622,060 
 N. Mayster        1,900,000        - 
 

There have been no notified changes in the interests of the directors since the year end.

Directors' emoluments (audited)

Directors' emoluments including amounts payable to third parties in respect of directors' services are comprised as follows:

 
 Non-executive 
  directors:         Fees         Basic Salary         Compensation          Taxable Benefits             2020               2019 
 L. Sobolewski       36,000                     -                     -                        -            36,000            36,000 
 M. Szytko           60,000                     -                     -                        -            60,000            60,000 
 D. Zych                    -                   -                     -                        -                    -         24,000 
 N. Mayster                 -                   -                     -                        -                    -                 - 
 B. Patanik                 -                   -                     -                        -                    -                 - 
                 ------------  ------------------  --------------------  -----------------------  -------------------  ---------------- 
                   GBP 
                    96,000       GBP -               GBP -                 GBP -                         GBP 96,000      GBP 120,000 
                 ------------  ------------------  --------------------  -----------------------  -------------------  ---------------- 
 

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 has been 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.

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 28 October 2020 and signed on its behalf by:

Ludwik Sobolewski

Chairman and Head of Remuneration Committee

HIGHWAY CAPITAL plc

Corporate governance

Year ended 29 February 2020

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.

Application of principles of good governance Board of directors

The board currently comprises 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 29 February 2020, 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

The audit committee is currently headed by Ludwik Sobolewski, the Chairman, and also comprises 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 29 February 2020

Remuneration committee

The remuneration committee is currently headed by Ludwik Sobolewski, the Chairman, and also comprises 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".

Going concern

The company is essentially a "cash shell", and, apart from some interest receivable, currently has no income stream. The company is therefore dependent on its cash reserves and the injection of new funding, to fund ongoing costs. During the year ending 29 February 2020, the Company received net new loan funding of GBP51,487 to enable it to pursue its investment strategy and for working capital purposes.

After reviewing the company's budget for 2020/2021 and its medium term plans, the directors have a reasonable expectation that, following the loans made to the company since the balance sheet date, and

HIGHWAY CAPITAL plc

Corporate governance continued

Year ended 29 February 2020

the opportunities for additional funding as needed, the company will have adequate resources to continue in operational existence for the foreseeable future. The directors continue to adopt the going concern basis in preparing the annual report and accounts. The financial statements do not include any adjustments that would result from the going concern basis being inappropriate.

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

The directors are satisfied that the company will be able to meet its obligations as they fall due for at least 12 months from the date of approval of the company's 29 February 2020 balance sheet. As a result, the directors consider it appropriate 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 29 February 2020 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.

HIGHWAY CAPITAL plc

Independent Auditors' Report to the members of Highway Capital plc

Year ended 29 February 2020

Opinion

We have audited the financial statements of Highway Capital PLC (the 'company') for the year ended 29 February 2020 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, Statement of cash flows and the related notes, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-- give a true and fair view of the state of the company's affairs as at 29 February 2020 and of its loss for the period then ended ;

-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

   --       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, 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.

The impact of macro-economic uncertainties on our audit

Our audit of the financial statements requires us to obtain an understanding of all relevant uncertainties, including those arising as a consequence of the effects of macro-economic uncertainties such as Covid-19 and Brexit. All audits assess and challenge the reasonableness of estimates made by the directors and the related disclosures and the appropriateness of the going concern basis of preparation of the financial statements. All of these depend on assessments of the future economic environment and the company's future prospects and performance.

Covid-19 and Brexit are amongst the most significant economic events currently faced by the UK, and at the date of this report their effects are subject to unprecedented levels of uncertainty, with the full range of possible outcomes and their impacts unknown. We applied a standardised firm-wide approach in response to these uncertainties when assessing the company's future prospects and performance. However, no audit should be expected to predict the unknowable factors or all possible future implications for a company associated with these particular events.

Conclusions relating to going concern

We draw attention to note 1 in the financial statements, which indicates that the Company incurred a net loss of GBP292,381 and had net liabilities of GBP991,128. As stated in note 1, these events or conditions, along with the other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In our evaluation of the directors' conclusions, we considered the risks associated with the company's business, including effects arising from macro-economic uncertainties such as Covid-19 and Brexit, and analysed how those risks might affect the company's financial resources or ability to continue operations over the period of at least twelve months from the date when the financial statements are authorised for issue. In accordance with the above, we have nothing to report in these respects.

HIGHWAY CAPITAL plc

Independent Auditors' Report to the members of Highway Capital plc

Year ended 29 February 2020

Conclusions relating to going concern (continued)

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the company will continue in operation.

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.

Our assessment of risks of material misstatement

The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.

 
 Risk                                  How the scope of our audit responded 
                                        to the risk 
 Management override of controls 
  Journals can be posted that            We examined journals posted around 
  significantly alter the Financial      the year end, specifically focusing 
  Statements of the entity.              on areas which are more easily manipulated 
                                         such as accruals, prepayments and 
                                         the bank reconciliation. 
                                      --------------------------------------------- 
 Going Concern 
  There is a risk that the entity        We made enquiries with the Directors 
  may not be a going concern             regarding how the Company will continue 
  due to net liabilities and             to fund expenditure over the coming 
  lack of revenue.                       year. Attention was focused on the 
                                         additional loans provided by shareholders 
                                         and third parties post year end. 
                                      --------------------------------------------- 
 Bank letter 
  The bank letter was not received       We examined bank statements and 
  at the date of the audit,              other supporting records to ensure 
  giving rise to the potential           that balances agreed, and to look 
  for undisclosed liabilities.           for evidence of any undisclosed 
                                         financial liabilities. 
                                      --------------------------------------------- 
 Company status and listing 
  rules                                  We held discussions with management 
  Risk of non-compliance with            together with 
  listed company status.                 review of correspondence with the 
                                         bank and LSE 
                                         documentation indicated no signs 
                                         of non-compliance. 
                                      --------------------------------------------- 
 Convertible loans 
  Risk that convertible loans            The assumptions used around company 
  had not been calculated correctly.     cost of capital for the purposes 
                                         of the calculation were reviewed 
                                         with comparisons to similar loans 
                                         with third parties. The calculations 
                                         were reviewed. 
                                      --------------------------------------------- 
 

HIGHWAY CAPITAL plc

Independent Auditors' Report continued

Year ended 29 February 2020

 
 Accounting Estimates 
  Potential risk of inappropriate          Accruals were agreed to expected 
  accounting estimates around              costs and supporting documentation, 
  accruals giving rise to misstatement     and other areas were examined to 
  in the accounts.                         identify any potential accounting 
                                           estimates. 
 Creditors 
  Risk that creditors have been            Substantive testing undertaken within 
  understated as no audit accrual          unreconciled liabilities and accruals 
  or audit fee can be seen at              in which a review of post year end 
  the planning stage                       payments, statements and invoices 
                                           were obtained and examined to ensure 
                                           creditors at the reporting date 
                                           had not been understated. 
                                        ---------------------------------------- 
 

Our audit procedures relating to these matters were designed in the context of our audit of the Financial Statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the Financial Statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters.

Our application of materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning and in the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Company to be GBP14,698, which is less than 4% of results before tax and less than 2% of net liabilities. We agreed with the Audit Committee that we would report to them all audit differences in excess of 10% of materiality, as well as differences below that which would, in our view, warrant reporting on a qualitative basis. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the Financial Statements.

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 strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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. 

HIGHWAY CAPITAL plc

Independent Auditors' Report continued

Year ended 29 February 2020

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.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

-- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

-- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

-- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

HIGHWAY CAPITAL plc

Independent Auditors' Report continued

Year ended 29 February 2020

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.

Shane Moloney (Senior Statutory Auditor) 28 October 2020

For and on behalf of Shipleys LLP 10 Orange Street, Haymarket

Chartered Accountants and Statutory Auditor London WC2H 7DQ

HIGHWAY CAPITAL plc

Statement of comprehensive income

Year ended 29 February 2020

 
                                                  Notes        2020        2019 
------------------------------------------------  -----  ----------  ---------- 
Management fees                                                   -           - 
 Other income                                                     -           - 
 Administrative expenses                                  (292,425)   (207,689) 
------------------------------------------------  -----  ----------  ---------- 
Operating loss                                            (292,425)   (207,689) 
 Interest receivable                                             44       8,326 
Amounts written back/(off) loans receivable                       -    (38,172) 
 Amounts written back/(off) equity investments                    -           - 
Loss for the financial period and total 
 comprehensive income                                     (292,381)   (237,535) 
------------------------------------------------  -----  ----------  ---------- 
Basic loss per share                                  7     (2.54)p     (2.48)p 
------------------------------------------------  -----  ----------  ---------- 
Diluted loss per share                                7     (2.54)p     (2.48)p 
Basic loss per share from continuing operations       7     (2.54)p     (2.48)p 
Diluted loss per share from continuing 
 operations                                           7     (2.54)p     (2.48)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 24 to 31 form part of the Financial Statements.

HIGHWAY CAPITAL plc

Statement of financial position

As at 29 February 2020

 
                                        Notes          2020          2019 
--------------------------------------  -----  ------------  ------------ 
Current assets 
Debtors                                     9         6,566         6,509 
Cash at bank and in hand                                  3       244,527 
--------------------------------------  -----  ------------  ------------ 
                                                      6,569       251,036 
Creditors: amounts falling due within 
 one year                                  10     (782,716)     (556,240) 
--------------------------------------  -----  ------------  ------------ 
Net current liabilities                           (776,147)     (305,204) 
--------------------------------------  -----  ------------  ------------ 
Total assets less current liabilities             (776,147)     (305,204) 
Creditors: amounts due after more 
 than one year                             11     (214,981)     (476,043) 
Net liabilities                                GBP(991,128)  GBP(781,247) 
--------------------------------------  -----  ------------  ------------ 
Capital and reserves 
Share capital                              13       229,804       191,804 
Share premium account                      16       474,971       430,471 
Profit and loss account                    16   (1,695,903)   (1,403,522) 
--------------------------------------  -----  ------------  ------------ 
Total equity shareholders' deficit             GBP(991,128)  GBP(781,247) 
--------------------------------------  -----  ------------  ------------ 
Approved by the board on 28 October 
 2020 
Ludwik Sobolewski 
Chairman 
 
Company registration no. 02991159 
 

The notes on pages 24 to 31 form part of these Financial Statements.

HIGHWAY CAPITAL plc

Statement of changes in equity

Year ended 29 February 2020

 
                                    Share       Share        Profit 
                                    capital     Premium      and loss       Total 
                                               account       account 
-------------------------------   ----------  ----------  -------------  ------------ 
                                                             (1,165,987 
Balance at 1 March 2018              191,804     430,471              )     (543,712) 
--------------------------------  ----------  ----------  -------------  ------------ 
Period ended 28 February 2019: 
Loss and total comprehensive 
 income for the year                       -           -      (237,535)     (237,535) 
--------------------------------  ----------  ----------  -------------  ------------ 
Balance at 28 February 2019          191,804     430,471    (1,403,522)     (781,247) 
--------------------------------  ----------  ----------  -------------  ------------ 
Period ended 29 February 2020: 
Loss and total comprehensive 
 income for the year                       -           -      (292,381)     (292,381) 
Issue of new equity (net of 
 costs)                               38,000      44,500              -        82,500 
--------------------------------  ----------  ----------  -------------  ------------ 
Balance at 29 February 2020       GBP229,804  GBP474,971  GBP(1,695,903  GBP(991,128) 
                                                                      ) 
--------------------------------  ----------  ----------  -------------  ------------ 
 
 

The notes on pages 24 to 31 form part of these Financial Statements.

HIGHWAY CAPITAL plc

Statement of cash flows

Year ended 29 February 2020

 
                                                        2020           2019 
----------------------------------------  ----  ------------  ------------- 
 Cash flows from operating activities 
 Loss for the financial period                     (292,381)      (237,535) 
 Adjustments for: 
  Interest receivable                                  ( 44)       ( 8,326) 
 Amounts written off/(back) investments 
  and loa n                                                -         38,172 
----------------------------------------------  ------------  ------------- 
 Changes in: 
  Trade and other debtors                               (57)        (4,142) 
  Trade and other creditors                            7,948         59,923 
----------------------------------------------  ------------  ------------- 
 Cash generated from operations                   ( 284,534)     ( 151,908) 
 Interest received                                        44            827 
----------------------------------------------  ------------  ------------- 
 Net cash from operating activities               ( 284,490)     ( 151,081) 
----------------------------------------------  ------------  ------------- 
 Cash flows from financing activities 
  Issue of new equity (net of costs)                  82,500              - 
  Proceeds from loans to company                     136,288        437,693 
  Repayment and conversion of loans 
   to company                                      (179,800)              - 
  Loans made by company                                    -     ( 328,200) 
 Loans redeemed by company                                 -        284,416 
----------------------------------------------  ------------  ------------- 
 Net cash from financing activities                   38,988        393,909 
----------------------------------------------  ------------  ------------- 
 
 Net (decrease)/ increase in cash 
  and cash equivalents                             (245,502)        242,828 
 Cash and cash equivalents at beginning 
  of period                                          243,045            217 
----------------------------------------------  ------------  ------------- 
 Cash and cash equivalents at end 
  of period                                          (2,457)        243,045 
----------------------------------------------  ------------  ------------- 
 
 

The notes on pages 24 to 31 form part of the Financial Statements

HIGHWAY CAPITAL plc

Notes to the accounts

Year ended 29 February 2020

The company is a public limited company (limited by shares) incorporated in the United Kingdom. The registered office and principle place of business address is Eden House, Reynolds Road, Beaconsfield, Buckinghamshire, HP9 2FL. The principle 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 company is essentially a "cash shell", and, apart from some interest receivable, currently has no income stream. The company is therefore dependent on its cash reserves and the injection of new funding, to fund ongoing costs. During the year ending 29 February 2020, the Company received net new loan funding of GBP51,487 to enable it to pursue its investment strategy and for working capital purposes.

After reviewing the company's budget for 2020/2021 and its medium term plans, the directors have a reasonable expectation that, following the loans made to the company since the balance sheet date, and the opportunities for additional funding as needed, the company will have adequate resources to continue in operational existence for the foreseeable future. The directors continue to adopt the going concern basis in preparing the annual report and accounts. The financial statements do not include any adjustments that would result from the going concern basis being inappropriate.

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

The directors are satisfied that the company will be able to meet its obligations as they fall due for at least 12 months from the date of approval of the company's 29 February 2020 balance sheet. As a result, the directors consider it appropriate to prepare the financial statements on a going concern basis.

The accounts do not include any adjustments that would result if the company were unable to continue as a going concern.

At the date of approving these financial statements the directors are not aware of any adverse impact arising from the COVID-19 pandemic.

Consolidation

At 29 February 2020, Highway Capital plc was a stand-alone company and is therefore not required to prepare consolidated accounts.

Investments

Fixed asset investments are measured at cost or valuation less any provision for impairment.

HIGHWAY CAPITAL plc

Notes to the accounts continued

Year ended 29 February 2020

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.

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

It is anticipated that going forward turnover will be represented by management fees receivable. Currently, other than interest receivable, there is no income stream.

Interest receivable

Revenue from 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 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.

 
  2. Operating loss 
  This is stated after charging: 
                                                    2020        2019 
  Directors' remuneration - Salaries and fees  GBP96,000  GBP120,000 
  Auditors' remuneration - Audit services      GBP12,500   GBP12,500 
                                               ---------  ---------- 
 

HIGHWAY CAPITAL plc

Notes to the accounts continued

Year ended 29 February 2020

 
 
    3 . Employees 
    The average number of employees, including directors and key 
    management personnel, during the year was made up as follows: 
                                                      2020            2019 
  Directors                                              3               3 
                                             -------------  -------------- 
                                                         3               3 
                                             -------------  -------------- 
 
    Employee costs, including directors and key management personnel, 
    during the year amounted to: 
     2020  2019 
  Salaries and fees                                 96,000         120,000 
                                             -------------  -------------- 
                                                 GBP96,000      GBP120,000 
                                             -------------  -------------- 
   4. Directors' remuneration 
 

Information relating to directors' emoluments is included in the directors' remuneration report on page 10 .

There were no key management personnel in the year, other than directors.

 
 5. Taxation Based on the loss for the year: 
                                                        2020          2019 
U.K. corporation tax at 19% (2019: 19%)                    -             - 
                                                ------------  ------------ 
                                                        GBP-          GBP- 
                                                ------------  ------------ 
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% (2019: 19%). 
Factors affecting the tax credit for the year 
Loss on ordinary activities before taxation     GBP(292,381)  GBP(237,535) 
                                                ------------  ------------ 
Loss on ordinary activities before taxation 
 multiplied by the small company rate of UK 
 corporation tax of 19% (2019: 19%)              GBP(55,552)   GBP(45,131) 
                                                ------------  ------------ 
Effects of: 
Current period tax losses not utilized                55,105        34,253 
Brought forward tax losses utilized                        -             - 
Equity investments written off                             -             - 
Disallowed expenditure                                   447        10,878 
                                                ------------  ------------ 
                                                   GBP55,552     GBP45,131 
                                                ------------  ------------ 
Current tax credit                                      GBP-          GBP- 
                                                ------------  ------------ 
 

The company has estimated losses of GBP2,218,000 (2019: GBP1,890,000) that may be available for carry forward against future profits, and estimated capital losses of GBP1,471,000 (2019: GBP1,471,000) 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 29 February 2020

6. Dividends

   2020                   2019 

Interim dividend paid per share - -

   GBP-                        GBP- 

7. Loss per share

The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of GBP(292,381) (2019: loss: GBP(237,535)), divided by 11,490,201 (2019: 9,590,201), 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.

8. Capital commitments

At 29 February 2020 the company had no capital commitments or contracts for capital expenditure (2019: nil)

 
9. Debtors 
                                                       2020        2019 
Loans receivable                                          -           - 
Other debtors                                         6,566       6,217 
Prepayments                                               -         292 
                                                 ----------  ---------- 
                                                   GBP6,566    GBP6,509 
                                                 ----------  ---------- 
  10. Creditors: amounts falling due within 
   one year 
                                                       2020        2019 
  Loans payable                                     325,000      81,800 
  Convertible loans payable                               -      25,650 
  Bank overdraft                                      2,460       1,482 
  Trade creditors                                   145,074      71,230 
  Accruals                                          310,182     376,078 
                                                 GBP782,716  GBP556,240 
                                                 ----------  ---------- 
 
The loans of GBP325,000 (2019: GBP81,800) are unsecured, repayable 
 within one year, and bearing interest at a rate of 5% per annum. 
  11. Creditors: amounts due after more than 
   one year 
 

The creditors due after more than one year of GBP214,981 (2019: GBP476,043), are made up of the following loans:

HIGHWAY CAPITAL plc

Notes to the accounts continued

Year ended 29 February 2020

(a) GBPnil (2019: GBP27,000) from D Zych, a former director and shareholder, which is unsecured, repayable after two years, and bearing interest at a rate of 5% per annum (if it so wishes, the company can repay the loan or part thereof at any time within the two year period). The loan was paid off in full during the year.

(b) GBP31,287 (2019; GBPnil) from Biswanath Patnaik, a director, and GBP183,694 (2019:GBP449,043) from institutional investors. These loans are unsecured, repayable after five years, convertible at the holder's request into new ordinary shares in the company at a price of 5 pence per share; in the event that the loans are not repaid or converted prior to its maturity date then they will attract accrued interest at a rate of 5% per annum.

12. Deferred taxation

The estimated deferred tax asset not recognised in the accounts, based on a 19% rate of tax, amounts to GBP700,000 (2019: based on a 17% rate of tax GBP574,000). Of this amount, GBP279,000 may be recoverable by the company against future chargeable gains, and GBP421,000 may be recoverable against future profits.

13. Share capital

 
                                       Number           Nominal           Number          Nominal 
                                    of Shares             Value        of Shares            Value 
                                         2020              2020             2019             2019 
-------------------------------  ------------  ----------------  ---------------  --------------- 
 Allotted, called-up and fully 
  paid: 
 Ordinary shares of 2p each        11,490,201    GBP 229,804.00        9,590,201      GBP 191,804 
-------------------------------  ------------  ----------------  ---------------  --------------- 
 

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 3,610,180 shares. These shares would benefit from all the rights and benefits as detailed above.

14. Related party transactions

As at the balance sheet date, there are loans of GBPnil (2019: GBP10,000) due from the company to M Szytko, a director and shareholder; GBP31,287 (2019; GBP26,966) from B Patnaik, a director; and GBP70,000 (2019: 97,000) due to D Zych, a former director and a shareholder. The terms of these loans are set out in note 11 above.

As at the balance sheet date there was a loan of GBP255,000 (2019: GBP250,000) 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.

No other related party transactions were undertaken as such that are required to be disclosed under FRS 102.

15. Post balance sheet events

There are no post balance sheet events to report.

At the date of approving these financial statements the directors are not aware of any adverse impact arising from the COVID-19 pandemic.

HIGHWAY CAPITAL plc

Notes to the accounts continued

Year ended 29 February 2020

16. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account - This reserve records retained earnings and accumulated losses.

17. Other financial commitments

At 29 February 2020 the company had no commitments under non- cancellable operating leases finance leases (2019: nil).

18. 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 not materially different from their book value, and is as follows:

 
                                      2020        2019 
  Financial assets 
 
  Trade and other receivables        6,566       6,509 
  Cash at bank                           3     244,527 
                                  GBP6,569  GBP251,036 
  Financial liabilities 
  Bank overdraft                     2,460       1,482 
  Trade and other payables         455,256     447,308 
  Loans payable                    325,000     107,450 
 
                                GBP782,716  GBP556,240 
 
 

The fair value of the financial assets and financial liabilities is equal to their carrying values. All financial assets are categorised as loans and receivables and all financial liabilities are categorised as financial liabilities at amortised cost.

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.

HIGHWAY CAPITAL plc

Company information

Directors Ludwik Sobolewski (non-executive Chairman)*

Maciej Szytko (non-executive director)*

Nickolay Mayster (non-executive director)

Biswanath Patnaik (non-executive director)

   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 Shipleys LLP

Chartered Accountants 10 Orange Street London WC2H 7DQ

Bankers Barclays Bank Plc

The Lea Valley Group 78 Turners Hill

Cheshunt

Herts EN8 9BW

Solicitors Goodman Derrick

10 St Bride Street

London EC4A 4AD

Stockbrokers EGR Corporate Broking

15 - 17 Eldon Street

London EC2M 5LD

HIGHWAY CAPITAL plc

Financial review

 
                                   Year to       Year to     Year to       Year to       Year to 
                                 29.2.2020     28.2.2019   28.2.2018     28.2.2017     29.2.2016 
----------------------------  ------------  ------------  ----------  ------------  ------------ 
Management fees                          -             -           -             -             - 
Other income                             -             -           -             -             - 
Administrative expenses          (292,425)     (207,689)   (178,756)     (196,627)     (131,802) 
----------------------------  ------------  ------------  ----------  ------------  ------------ 
                              (292,425)     (207,689) 
Operating profit/(loss)        ---------     ---------     (178,756)     (196,627)     (131,802) 
Profit on disposal of                    -             -           -             -             - 
 subsidiaries 
Income from fixed asset                  -             -           -             -             - 
 investments 
Interest receivable                     44         8,326      33,209            17             9 
Amount written back/(off) 
 investments                             -      (38,172)     199,925     (210,650)             - 
----------------------------  ------------  ------------  ----------  ------------  ------------ 
Profit/(loss) on ordinary 
 activities before taxation      (292,381)     (237,535)      54,378     (407,260)     (131,793) 
Taxation                                 -             -           -             -             - 
----------------------------  ------------  ------------  ----------  ------------  ------------ 
Profit/(loss) on ordinary 
 activities after taxation    GBP(292,381)  GBP(237,525)   GBP54,378  GBP(407,260)  GBP(131,793) 
----------------------------  ------------  ------------  ----------  ------------  ------------ 
Earnings/(loss) per 
 share                             (2.54)p       (2.48)p       0.57p       (4.25)p       (1.51)p 
Diluted earnings/(loss) 
 per share                         (2.54)p       (2.48)p       0.55p       (4.25)p       (1.51)p 
Dividend per share                     nil           nil         nil           nil           nil 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR FSMFMMESSEDF

(END) Dow Jones Newswires

November 06, 2020 11:57 ET (16:57 GMT)

1 Year Highway Capital Chart

1 Year Highway Capital Chart

1 Month Highway Capital Chart

1 Month Highway Capital Chart
ADVFN Advertorial
Your Recent History
LSE
HWC
Highway Ca..
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20210121 16:04:29