MILTON CAPITAL PLC

Interim Report • Sep 17, 2024

National Storage Mechanism | Additional information

RNS Number : 3739E

Milton Capital PLC

17 September 2024

17 September 2024

Milton Capital Plc

Unaudited interim results for the period ended 31 July 2024

Milton Capital Plc ("Milton" or the "Company") is pleased to announce its interim results for the six months ending 31 July 2024.

Highlights:

·    The Company recorded a loss before tax of £201,058 (2023: loss of £33,841) and had cash balances of £531,615 (2023: £910,589) at the end of the period.

·    Search for a suitable acquisition target continues.

Enquiries 

Peterhouse Capital Limited
Financial Adviser	Tel: +44 (0) 20 7469 0930
Corporate Broker	Tel: +44 (0) 20 7469 0930

CHAIRMAN'S STATEMENT

In the past half-year we have sought to identify suitable assets to introduce to the Company.   We have pursued an active business development programme and screened a large number of potential opportunities. Our aim has been to identify  a suitable RTO (Reverse Takeover) candidate; one meeting our high expectations on technical merit and one also capable of being financed. As is the nature of pursuing a programme many opportunities fall by the wayside, some only late in the day, not standing up to the rigorous due diligence or unrealistic commercial expectations of vendors in relation to the asset. Notwithstanding market and geo-political  challenges, we are confident in the Company's long-term prospects, primarily due to a number of opportunities that have stood up to extensive geological and geophysical review and going through later steps of maturation. During this period, recognising that running a public company has intrinsic costs and professionally screening opportunities is expensive,  we remain committed to cost-efficiency, as we persist in our quest for a suitable acquisition target. Further updates regarding our acquisition search will be provided in due time. It remains the case, and in line with our listing prospectus, in the event we have not progressed with a transaction by October 2024, we will revert to our Shareholders with a full update.

Richard Mays

Executive Chairman

Responsibility Statement

The following statement is given by each of the Directors.

We confirm that to the best of our knowledge:

·    the interim report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as contained in UL adopted IFRS;

·    gives a true and fair view of the assets, liabilities, financial position and loss of the Company; and

·    the interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year.

·    the interim report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

·    The interim report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

Edward Dawson

Director

16 September 2024

Condensed income statement

For the six months ended 31 July 2024

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2024		2023		2024
		(unaudited)		(unaudited)		(audited)
		£		£		£
CONTINUING OPERATIONS
Administrative expenses		(199,655)		(33,841)		(193,271)
Share-based payment charge		(1,403)		-		(661)
LOSS BEFORE INCOME TAX		(201,058)		(33,841)		(193,932)
Income tax		-		-		-
LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE PERIOD		(201,058)		(33,841)		(193,932)
Loss per share
- Basic and diluted loss		(0.20)p		(0.03)p		(0.19)p

Condensed statement of financial position

As at 31 July 2024

		31 July		31 July		31 January
		2024		2023		2024
		(unaudited)		(unaudited)		(audited)
		£		£		£
CURRENT ASSETS
Trade and other receivables		66,269		-		3,847
Cash and cash equivalents		531,615		910,589		792,460
		597,884		910,589		796,307
TOTAL ASSETS		597,884		910,589		796,307
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital		1,000,000		1,000,000		1,000,000
Share-based payment reserve		27,145		25,081		25,742
Retained earnings		(493,975)		(132,826)		(292,917)
TOTAL EQUITY		533,170		892,255		732,825
CURRENT LIABILITIES
Trade and other payables		64,714		18,334		63,482
TOTAL LIABILITIES		64,714		18,334		63,482
TOTAL EQUITY AND LIABILITIES		597,884		910,589		796,307

Condensed statement of changes in equity

For the six months ended 31 July 2024

				Share-based
		Share		payment		Retained
		capital		reserve		earnings		Total
		£		£		£		£
Unaudited
At 1 February 2024		1,000,000		25,742		(292,917)		732,825
Total comprehensive income for the period		-		-		(201,058)		(201,058)
Equity settled share-based payment		-		1,403		-		1,403
At 31 July 2024		1,000,000		27,145		(493,975)		533,170
Unaudited
At 1 February 2023		1,000,000		25,081		(98,985)		926,096
Total comprehensive income for the period		-		-		(33,841)		(33,841)
At 31 July 2023		1,000,000		25,081		(132,826)		892,255
Audited
At 1 February 2023		1,000,000		25,081		(98,985)		926,096
Total comprehensive income for the year		-		-		(193,932)		(193,932)
Equity-settled share-based payments		-		661		-		661
At 31 January 2024		1,000,000		25,742		(292,917)		732,825

Condensed statement of cash flows

For the six months ended 31 July 2024

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2024		2023		2024
		(unaudited)		(unaudited)		(audited)
		£		£		£
Operating activities
Loss before income tax		(201,058)		(33,841)		(193,932)
Increase in trade and other receivables		(62,422)		-		(3,847)
Increase/(decrease) in trade and other payables		1,232		(15,700)		29,448
Equity-settled share-based payment charge		1,403		-		661
Net cash outflow from operating activities		(260,845)		(49,541)		(167,670)
Net decrease in cash and cash equivalents		(260,845)		(49,541)		(167,670)
Cash and cash equivalents at start of period		792,460		960,130		960,130
Cash and cash equivalents at end of period		531,615		910,589		792,460

NOTES TO THE UNAUDITED INTERIM ACCOUNTS

FOR THE PERIOD ENDED 31 JULY 2024

1.            General information

Milton Capital Plc is a company incorporated in the United Kingdom, which is listed on the Standard List of London Stock Exchange.  The address of its registered office is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF.

The Company's principal activity is that of a Special Purpose Acquisition Company. Milton was formed with the intention to identify and acquire a suitable business opportunity or opportunities and undertake an acquisition or merger or a series of acquisitions or mergers.

2.            Basis of preparation

The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and with International Accounting Standard ("IAS") 34 "Interim Financial Reporting". It should be read in conjunction with the annual financial statements for the year ended 31 January 2024 for full details of the accounting policies adopted.

The interim financial statements are presented in pounds sterling, rounded to the nearest pound.

The condensed interim financial information for the six months ended 30 July 2024 and 2023 have not been audited or reviewed and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The comparative financial information for the year ended 31 January 2024 has been derived from the audited financial statements for that period.  A copy of those statutory financial statements for the year ended 31 January 2024 has been delivered to the Registrar of Companies.  The report of the independent auditors on those financial statements was unqualified and did not contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.

The interim financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 as they apply to the financial statements of the Company for the six months ended 31 July 2024 and as applied in accordance with the provisions of the Companies Act 2006 and under the historical cost convention or fair value where appropriate.  They have also been prepared on a basis consistent with the accounting policies expected to be applied for the year ending 31 January 2025 and which are also consistent with those set out in the statutory accounts of the Company for the year ended 31 January 2024.

3.            Going concern basis of preparation

The Company had approximately £531,615 in cash at the period end. The Directors have prepared the accounts on a going concern basis as they consider that the Company has adequate funding.

4.            Principal risks at 31 July 2024 and key changes since the 2024 annual report

The Directors have reviewed the principal risks facing the Company and concluded for the remaining six months of the financial year that there are no significant changes to those disclosed in the 2024 annual financial statements. A full description of the Company's principal risks can be found on page 10 of the 2024 annual financial statements.

5.    Loss per share

The basic loss per share is calculated by dividing the loss attributable to the ordinary shareholders of the Company by the weighted average number of Ordinary shares in issue during the period, excluding Ordinary shares purchased by the Company and held as treasury shares.

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2024		2023		2024
		(unaudited)		(unaudited)		(audited)
Loss for the financial period		(201,058)		(33,841)		(193,932)
Weighted average number of shares		100,000,000		100,000,000		100,000,000
Basic and diluted loss per share		(0.20)p		(0.03)p		(0.19)p

The loss and weighted average number of shares used for calculating the diluted loss per share are identical to those for the basic loss per share. The outstanding share options would have the effect of reducing the loss per share and would therefore not be dilutive under IAS 33 'Earnings per Share'.

5              Dividends

The Directors do not propose to declare a dividend for the period.

6              Copies of interim results

Copies of the interim results can be obtained from the website www.milton-capital.co.uk .  From this site you may access our financial reports and presentations, recent press releases and details about the Company and its operations.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements.  Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions.  These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.  Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.  Persons receiving and reading this announcement should not place undue reliance on forward-looking statements.  Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

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