Final Results

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

2 August 2024

Fandango Holdings plc

('Fandango' or 'the Company')

Financial Results

Fandango Holdings plc is pleased to announce its Financial Results for the year ended 29 February 2024.

STRATEGIC REPORT

Principal activity and fair review of the business

Fandango Holdings is an investment Company focused on identifying and acquiring attractive assets, through which it can leverage the Board's extensive experience and track record of growing companies to build value and create significant uplift to its shareholders.

For the year ended 29 February 2024, the Company's results include the running costs of the Company, certain of the costs of the pending RTO referred to below and the write off of certain loans due to the Company. The Company's shares remain suspended.

The future

On 22 June 2023 Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ("EBM") ('the Acquisition'). 

The acquisition has proceeded with slight delays. The prospectus will shortly be submitted for final approval by the United Kingdom Listing Authority ("UKLA") of the Financial Conduct Authority ("FCA") as due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules have been completed.  The General Meeting ("GM") of the Company will shortly be called, once approved by the UKLA, in order for the shareholders of the Company to approve the transaction which, if approved, will be followed by the subsequent relisting of the 25 for 1 consolidated ordinary shares of the Company. The Acquisition constitutes a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in our business.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain suspended pending the completion of the GM and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange. The market will be informed of the results of the GM in due course

Key performance indicators

As the Company has not completed its investment activity, which is the stated aim of the company, there is no KPI available other than the pending potential completion of the RTO as described above which is not yet complete and upon which there has been expenditure incurred.

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out a robust assessment of the risks and consider the following risk factors are of particular relevance to the Company's activities, although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.

Principal risks and uncertainties

1.    Business strategy

The Company is a relatively new entity with no operating history and has not yet completed the acquisition of the suitable investment, the RTO described above.

2.    Liquidity Risk

The Directors have reviewed the working capital requirements and believe that there is sufficient working capital to fund the business post completion of the RTO for a period of at least twelve months. The costs of the acquisition described above are to be paid for by the acquirer, being Fandango Holdings PLC. These costs have been largely funded by way of a non-recourse

£350,000 loan to the acquiror which will be converted into shares upon completion of the RTO. The funds raised upon completion will be sufficient to defray working capital and capital expenditure costs of the Company for the forthcoming year.

Environmental Responsibility

The Company and its management believe that any matters related to environmental responsibility are not currently applicable as there are no trading activities. Nevertheless, the Company and its management acknowledge the importance of environmental responsibility and minimum compliance with local regulatory environmental requirements in the event where future trading and operational activities occur.

Social, community and human rights responsibility

The Company and its management recognise and acknowledge the responsibility under English law to promote success of the Company for the benefits of its stakeholders. The Company and its management also acknowledge and recognise the responsibility towards partners, suppliers, contractors, investors, lenders and local community in which future operational activities will take place. The Company has two employees, being the Directors. At the end of the financial year there were two Directors, both male.

Anti-corruption and anti-bribery policy

The Company is aware of the UK Bribery Act 2010 and any related guidelines and regulations. The Company and its management have conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted anti-corruption and anti-bribery policy.

Going Concern

These financial statements have been prepared on the assumption that the Company is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report and have looked at the adequacy of funds required as well as working capital requirements of the Company.

Charles Tatnall, a director and shareholder, and James Longley, a shareholder, have provided written confirmation of support confirming that they will provide the necessary or required financial support to enable the Company to meet all of its debts as and when they fall due up to the date of the completion of the RTO which is preceded by the publication of the prospectus including the Reporting Accountants Report on the RTO. The transaction will complete when it is approved by the shareholders of the Company at General Meeting which will be called concurrently with the publication of the Prospectus after it has been approved by the UKLA. The dates are uncertain currently but the company is currently aiming for late September 2024. The company cannot be any more accurate on the dates as it is not known how long it will take for the UKLA to approve the prospectus.

The directors further confirm that they will not seek repayment of the amount owed by the company until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due. However, this letter of support specifically excludes the amounts provided by the Reverse Take-Over target of Fandango Holdings PLC, funds which are being provided by the acquiree towards the Reverse Take-over of Fandango Holdings PLC.

On this basis the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of the signing of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. There are, however, some inherent uncertainties in relation to future events and the outcome of the proposed acquisition detailed in Strategic Report and therefore there exists a material uncertainty as to the going concern status of the Company.

Section 172 Statement

Fandango Holdings PLC had made loans to related parties being Plutus Energy Limited and Plutus PowerGen PLC. A total of £207,000 was loaned in the previous year and a further £157,000 was loaned in the current year under review.  The loans had no repayment terms and were interest free. Whilst undocumented, the directors made the loans with the best intentions for the benefit of the shareholders of all companies involved at the time of the loans being made.

Separately to the RTO of Fandango Holdings PLC by EBM, both companies had been contemplating transactions similar in nature to that of Fandango Holdings PLC. Neither Plutus PowerGen PLC or Plutus Energy Limited completed their contemplated transactions at the date of this report. Due to the lack of documentation, it may be regarded that the duties of the directors under s.172 of the Companies Act 2006 may not have been complied with which was not the intention of the directors when deciding that the loans to the above two companies should be written off in these accounts. The directors had hoped that the transactions Plutus Energy Limited and Plutus PowerGen PLC would complete before the Fandango Holdings RTO described herein. These debts have been formally waived as a post balance sheet event in accordance with the terms of the contemplated RTO of Fandango by EBM as the transactions previously contemplated by Plutus PowerGen PLC and Plutus Energy Limited as described above are not now taking place which has   therefore rendered the loans as irrecoverable . Accordingly, full provision has been made against these loans in the balance sheet at the reporting date.

Except for the above, the Directors acknowledge their duty under s.172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company for the benefit of its members. In doing so, they have had regard (amongst other matters).

·    the likely consequences of any decision in the long term: The Company's long-term strategic objectives, including progress made during the year and principal risks to these objectives, are shown on above.

·    the interests of the Company's employees: Our employees are fundamental to us achieving our long-term strategic objectives.

·    the need to foster the Company's business relationships with suppliers, customer and others.

·    A consideration of our relationship with wider stakeholders and their impact on our long-term strategic objectives is also disclosed above.

·    the impact of the Company's operations on the community and the environment The Company operates honestly and transparently. We consider the impact on the environment on our day-to-day operations and how we can minimise this.

·    the desirability of the Company maintaining a reputation for high standards of business conduct; Our intention is to behave in a responsible manner, operating within the high standard of business conduct and good corporate governance.

·    the need to act fairly as between members of the Company: Our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so that they too may benefit from the successful delivery of our strategic objectives.

The Strategic Report forms part of the Company's annual accounts and reports. The full set of accounts can be found at the registered office as stated in the Company information or in the London Stock Exchange website.

The Auditor's Report on the annual accounts includes an "Emphasis of Matter" to highlight the issues associated with the related party loans. The Audit Report was unqualified and states that the Strategic Report and Director's Report are consistent with the financial statements.

On behalf of the board,

Charles Tatnall

Director

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 29 FEBRUARY 2024

Since there is no other comprehensive income, the loss for this year is the same as the total comprehensive income for the period attributable to the owners of the Company.

STATEMENT OF FINANCIAL POSITION

AS AT 29 FEBRUARY 2024

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 29 FEBRUARY 2024

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 29 FEBRUARY 2024

Share capital is the amount subscribed for shares at nominal value.

Share premium represents amounts subscribed for share capital in excess of nominal value.
Convertible Loan note Equity Reserve represents the equity component of loan notes issued

Accumulated deficit represents the cumulative loss of the Company attributable to equity shareholders.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 29 FEBRUARY 2024

1       General information

Fandango Holdings PLC ('the Company') is an investment Company incorporated and domiciled in the United Kingdom. The address of the registered office is disclosed on the Company information page at the front of the annual report.  The Company was incorporated and registered in England on 25 August 2016 as a private limited Company and re-registered as a public limited Company on 8 May 2017.

2       Accounting policies   

2.1.   Basis of Accounting

This financial information has been prepared in accordance with UK adopted International Accounting Standards (IAS), and those parts of the Companies Act 2006 applicable to companies reporting under IAS. The financial statements have been prepared under the historical cost convention.

The principal accounting policies adopted are set out below.  These policies have been consistently applied. 

The preparation of financial statements in conformity with UK adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. The preparation of financial statements in conformity with UK adopted IAS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

There was a change in the financial year from 31 August 2022 to 28 February 2023.  Therefore, the financial statements for the previous period are for 18 months and are not comparable to the current year numbers.

Both the functional and presentational currency in which the financial statements are presented is GBP.

a)     Going concern

These financial statements have been prepared on the assumption that the Company is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report and have looked at the adequacy of funds required as well as working capital requirements of the Company.

As stated in the Going Concern section of the Strategic Report, the Directors and James Longley, a shareholder, have provided written confirmation of support confirming that they will provide the necessary or required financial support to enable the Company to meet all of its debts as and when they fall due up to the date of the completion of the RTO which is preceded by the publication of the prospectus including the Reporting Accountants Report on the RTO. The transaction will complete when it is approved by the shareholders of the Company at General Meeting which will be called concurrently with the publication of the Prospectus after it has been approved by the UKLA. The dates are uncertain currently but the company is currently aiming for late September 2024. The company cannot be any more accurate on the dates as it is not known how long it will take for the UKLA to approve the prospectus

The directors further confirm that they will not seek repayment of the amount owed by the company until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due. However, this letter of support specifically excludes the amounts provided by the Reverse Take-Over target of Fandango Holdings PLC, funds which are being provided by the acquiree towards the Reverse Take-over of Fandango Holdings PLC.

On this basis the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. There are, however, some inherent uncertainties in relation to future events and the outcome of the proposed acquisition detailed in the Strategic Report and therefore there exists a material uncertainty as to the going concern status of the Company.

b)    New and amended standards adopted by the Company

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning that would be expected to have a material impact on the Company.

New Standards and interpretations

The IASB and IFRIC have issued the following standards and interpretations which are in issue but not in force at 29 February 2024.

Description                                                                                                                  Effective date

Newly effective standards for 1 January 2023 to 31 December 2023

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements other than in terms of presentation.

2.2   Financial instruments

Classification and measurement

The Company classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through the profit or loss (FVPL)) and those to be held at amortised cost. Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Management determines the classification of financial assets at initial recognition. The policy with regard to financial risk management is set out in note 4. Generally, the Company does not acquire financial assets for the purpose of selling in the short term.

The Company's business model is primarily that of "hold to collect" (where assets are held in order to collect contractual cash flows). When the Company enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.

Financial Assets held at amortised cost

The classification applies to debt instruments which are held under a hold to collect business model and which have cash flows that meet the "solely Payments of Principal and Interest" (SPPI) criteria.

Other financial assets are initially recognised at fair value plus related transaction costs, they are subsequently measured at amortised cost using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.

Financial Assets held at fair value through other comprehensive income (FVOCI)

The classification applies to the following financial assets:

·      Equity investments where the Company has irrevocably elected to present fair value gains and losses on revaluation of such equity investments, including any foreign exchange component, are recognised in other comprehensive income. When an equity investment is derecognised, there is no reclassification of fair value gains or losses previously recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right to receive payment is established.

Financial Assets held at fair value through profit or loss (FVPL)

The classification applies to the following financial assets. In all cases, transaction costs are immediately expensed to the income statement.

·      Debt instruments that do not meet the criteria of amortised costs or fair value through other comprehensive income.

·      Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses and related dividend income are recognised in the income statement.

Financial liabilities

Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised cost.

Impairment of financial assets

A forward-looking expected credit loss (ECL) review is required for: debt instruments measured at amortised cost. Other financial assets are held at fair value through other comprehensive income: loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an unconditional right to consideration.

As permitted by IFRS 9, the Company applies the "simplified approach" to other receivable balances and the "general approach" to all other financial assets. The general approach incorporates a review for any significant increase in counter party credit risk since inception. The ECL reviews including assumptions about the risk of default and expected loss rates.

2.3.  Convertible Loan notes

Convertible loan notes are assessed on inception and classified as either a liability, equity or a compound financial instrument in accordance with IAS 32. 

When a convertible loan note is assessed a liability, it is recognized initially at fair value, net of transaction costs.  After initial recognition, loans are subsequently carried at amortized cost.  Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statement of income (loss) and comprehensive income (loss) over the period of the borrowings using the effective interest method.  Fees paid on the establishment of loan facilities are capitalized as a prepayment for liquidity services and amortized over the period of the loan to which it relates.

The interest expense on the liability component is calculated by applying the prevailing market interest rate, at the time of issue, for similar non-convertible debt to liability component of the instrument. The difference between this amount and the interest paid is the added to the carrying amount of the convertible bonds.

2.4   Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.5   Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from net loss as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.5   Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. In the opinion of the Director, the Company has one class of business, being that of an investment Company. The Company's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.

2.6.  Government grants

Government grants in relation to tangible fixed assets are credited to profit and loss account over the useful lives of the related assets, whereas those in relation to expenditure are credited when the expenditure is charged to profit and loss.

2.7.  Assets held for resale

Assets held for resale are investments not expected to be held for longer than a year and therefore regarded as a current asset.

3       Critical accounting estimates and judgments

The Company makes certain judgements and estimates which affect the reported amount of assets and liabilities. Critical judgements and the assumptions used in calculating estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The convertible loans are recognised as equity when the conversion feature meets the 'fixed for fixed' criterion results in the conversion of a fixed amount of stated principal into a fixed number of shares and there is no obligation to transfer economic benefit which the company cannot avoid

(a) Recoverability of loans to related parties

Provisions for loans given to related parties are considered to be an area of key judgement for the Company, given the underlying materiality of the loan balances. Recoverability of these balances is based on the conversion of the loans to equity upon relisting of the related parties. The loans to related companies have been provided against during the year and is addressed in the s.172 statement. Please see Note 17 Related Party Transactions and Note 5 Operating loss, expenses by nature and personnel.

(b)Convertible loan notes

Convertible loan notes are assessed on inception and classified as either a liability, equity, or a compound financial instrument in accordance with IAS 32. The classification of the convertible loan note as either a liability or as equity requires judgement. The convertible loans are recognised as equity when the conversion feature meets the 'fixed for fixed' criterion results in the conversion of a fixed amount of stated principal into a fixed number of shares

4       Financial risk management

The Company's activities may expose it to some financial risks. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a)   Liquidity risk

Liquidity risk is the risk that Company will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Company's short term and long-term funding risks management requirements. During the period under review, the Company has not utilised any borrowing facilities. The Company manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

b)   Capital risk

The Company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

c)   Credit risk

The Company has provided loans to companies. The Company assesses the creditworthiness, of the companies prior to providing the loans to limit the risk of default.

5       Operating loss, expenses by nature and personnel

The year end provision is for the credit loss on the related party loans and the subsequent formal waiver post balance sheet - please see Note 20, events after the reporting period.

6       Personnel

The average monthly number of employees during both the current and prior period was two Directors. There were no benefits, emoluments or remuneration payable during the period for Directors other than the £133,000 (2023: £113,000) in fees disclosed in Note 5. The fees paid are also detailed in Note 17 as related party transactions.

7       Finance Cost

8       Taxation

No liability to UK corporation tax arose on ordinary activities for the current period.

The Company has estimated excess management expenses of £1,604,689 (2023: £1,228,594 available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 25% (2023: 25%) of approximately £401,172 (2023: £307,148) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

9       Earnings per share

10     Capital risk management

The Directors' objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the date of this financial information, the Company had been financed by the introduction of capital. In the future the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

11     Trade and other receivables

12     Cash and cash equivalents

13     Financial instruments

The Company's financial instruments comprise cash and cash equivalents, loans to related parties and company loans to related parties have been written off during the year, and payables which arise directly from its operations. It is, and has been throughout the year under review, the Company's policy to ensure that there is no trading in financial instruments. The main purpose of these financial instruments is to finance the Company's operations.

Financial Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Credit Risk

The Group transacts only with third parties it recognises as being creditworthy. In addition, receivable balances are monitored on an ongoing basis.

Financial Risk Factors

The Company's activities expose it to liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Foreign exchange Risk

The Company's activities expose it to foreign exchange risk meaning it will be exposed to various currencies other than UK pound sterling. The Group seeks to reduce this risk by regularly reviewing its projects to identify where foreign exchange risk exists. The Group will seek to mitigate any identified risks of adverse currency fluctuations through the use of financial instruments where necessary to secure favourable, predetermined rates of exchange.

Liquidity Risk

The Company's borrowing exposes it to liquidity risk. Management's objectives are now to manage liquid assets in the short term through closely monitoring costs. The Group has borrowing facilities that require repayment and the interest is on a fixed basis limiting the risk exposure.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company's financial assets and liabilities are not considered to be materially different from their book values.

14     Trade and other payables

         Trade and other payables due within 1 year

         Non-current liabilities

15     Net Debt Reconciliation

         This section sets out an analysis of net debt and the movements in net debt for each
         of the periods presented.

16  Share capital

During the period the Company had no share transactions.

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) right; they do not confer any rights of redemption.

17    Directors salaries, fees and Related parties

1)   No salaries were paid to the Directors during the period.

2)   Consultancy fees paid to Brookborne Limited and Kinloch Corporate Finance Limited       

                            These amounts are shown net of irrecoverable VAT.

3)    As at 29 February 2024, Brookborne Limited was owed accrued fees of £179,200 (February 2023: £121,600) and Kinloch Corporate Finance Limited was owed accrued fees of £67,780 (February 2023: £49,780). Charles Tatnall is also owed a further £60,895 on his Director's current account and Timothy Cottier is owed £9,035 on his Directors loan account.

Brookborne Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

4)    Consultancy fees accrued to James Longley a shareholder and ex-Director and of the Company amounted to £57,600 (February 2023: £119,270) (including irrecoverable VAT). James Longley is also owed a further £87,175 on his loan account. James holds 27,500,000 shares in the Company which are held through Hargreaves Lansdown (Nominees) Limited. The amount of accrued fees has been included in the Accruals owed at the balance sheet date.

5)    Plutus Powergen PLC a Company where both Charles Tatnall and Timothy Cottier are Directors received additional short-term unsecured loans from the Company totalling £157,000 (February 2023: £7,000), repayable upon demand and without interest. The loan balance of £157,000 was provided against by the company at the year end and formally waived post year end. Please see note 20.

6)    Plutus Energy Limited a Company where Charles Tatnall is a Director had received additional short-term unsecured loans from the Company totalling £236,700 (February 2023: £206,700), repayable upon demand and without interest. The loan balance of £236,700 was provided against o by the company at the year end and written off post year end.

18     Capital commitments

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

19    Ultimate controlling party

 As at 29 February 2024 there is no ultimate controlling party.

20.   Events after the reporting period

On 30 July 2024 James Longley and Charles Tatnall agreed the write off of £139,606 of accrued management fees. Please see Note 20.

Fandango Holdings PLC had made loans from the Company to related parties being Plutus Energy Limited and Plutus PowerGen PLC. A total of £207,000 was loaned in the previous year and a further £157,000 was loaned in the current year under review.  The loans had no repayment terms and were interest free. These debts have been formally waived as a post balance sheet event in accordance with the terms of the contemplated RTO of Fandango by EBM. Accordingly, as described in the Section 172 statement, full provision has been made against these loans in the balance sheet for the year ended 29 February 2024.

ENDS

For further information visit www.fandangoholdingsplc.com or contact: