Acorah Software Products - Accounts Production 16.1.300 false true true 30 April 2023 1 May 2022 false 1 May 2023 30 April 2024 30 April 2024 08582203 N A Clarke D Judge N M Davis Nicholas Clarke Finsgate, 5-7 Cranwood Street, London, EC1V 9EE false iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 08582203 2023-04-30 08582203 2024-04-30 08582203 2023-05-01 2024-04-30 08582203 frs-core:CurrentFinancialInstruments 2024-04-30 08582203 frs-core:Non-currentFinancialInstruments 2024-04-30 08582203 frs-core:SharePremium 2024-04-30 08582203 frs-core:ShareCapital 2024-04-30 08582203 frs-core:RetainedEarningsAccumulatedLosses 2024-04-30 08582203 frs-bus:PrivateLimitedCompanyLtd 2023-05-01 2024-04-30 08582203 frs-bus:FilletedAccounts 2023-05-01 2024-04-30 08582203 frs-bus:SmallEntities 2023-05-01 2024-04-30 08582203 frs-bus:AuditExempt-NoAccountantsReport 2023-05-01 2024-04-30 08582203 frs-bus:SmallCompaniesRegimeForAccounts 2023-05-01 2024-04-30 08582203 1 2023-05-01 2024-04-30 08582203 frs-core:CostValuation 2023-04-30 08582203 frs-core:CostValuation 2024-04-30 08582203 frs-core:ProvisionsForImpairmentInvestments 2023-04-30 08582203 frs-core:ProvisionsForImpairmentInvestments 2024-04-30 08582203 frs-bus:Director1 2023-05-01 2024-04-30 08582203 frs-bus:Director2 2023-05-01 2024-04-30 08582203 frs-bus:Director3 2023-05-01 2024-04-30 08582203 frs-core:CurrentFinancialInstruments 1 2024-04-30 08582203 frs-countries:EnglandWales 2023-05-01 2024-04-30 08582203 2022-04-30 08582203 2023-04-30 08582203 2022-05-01 2023-04-30 08582203 frs-core:CurrentFinancialInstruments 2023-04-30 08582203 frs-core:Non-currentFinancialInstruments 2023-04-30 08582203 frs-core:SharePremium 2023-04-30 08582203 frs-core:ShareCapital 2023-04-30 08582203 frs-core:RetainedEarningsAccumulatedLosses 2023-04-30 08582203 frs-core:CurrentFinancialInstruments 1 2023-04-30
Registered number: 08582203
Blackdown Resources (UK) Limited
Unaudited Financial Statements
For The Year Ended 30 April 2024
Contents
Page
Company Information 1
Balance Sheet 2—3
Notes to the Financial Statements 4—6
Page 1
Company Information
Directors N A Clarke
D Judge
N M Davis
Company Number 08582203
Registered Office Ground Floor, Marlborough House
298 Regents Park Road
London
N3 2SZ
Solicitors Mishcon de Reya
Africa House
70 Kingsway
London
WC2B 6AH
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Balance Sheet
Registered number: 08582203
2024 2023
Notes $ $ $ $
FIXED ASSETS
Investments 4 143,197 143,197
143,197 143,197
CURRENT ASSETS
Debtors 5 2,203,132 2,198,481
Cash at bank and in hand 380,803 665,056
2,583,935 2,863,537
Creditors: Amounts Falling Due Within One Year 6 (1,559,398 ) (1,351,509 )
NET CURRENT ASSETS (LIABILITIES) 1,024,537 1,512,028
TOTAL ASSETS LESS CURRENT LIABILITIES 1,167,734 1,655,225
Creditors: Amounts Falling Due After More Than One Year 7 (1,333,333 ) (1,333,333 )
NET (LIABILITIES)/ASSETS (165,599 ) 321,892
CAPITAL AND RESERVES
Called up share capital 8 668,767 668,767
Share premium account 3,940,869 3,940,869
Profit and Loss Account (4,775,235 ) (4,287,744 )
SHAREHOLDERS' FUNDS (165,599) 321,892
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For the year ending 30 April 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
On behalf of the board
N A Clarke
Director
27 January 2025
The notes on pages 4 to 6 form part of these financial statements.
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Page 4
Notes to the Financial Statements
1. General Information
Blackdown Resources (UK) Limited is a private company, limited by shares, incorporated in England & Wales, registered number 08582203 . The registered office is Ground Floor, Marlborough House, 298 Regents Park Road, London, N3 2SZ.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The accounts are prepared in US$ which is the functional currency of Blackdown Resources (UK) Limited (the 'Company'). The accounts have been prepared under the historieal cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of lreland (as applied to small entities by section 1A of the standard). The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The principal accounting policies adopted are set out below.
2.2. Going Concern Disclosure
The directors have prepared these financial statements on a going concern basis, which assumes that the company will continue to operate for the foreseeable future. The company is currently in the process of selling its Nickel deposit in Tanzania, which is expected to generate sufficient cash proceeds to settle amounts owed to preference shareholders and provide a small dividend to ordinary shareholders. The successful completion of this sale is critical to the company’s ability to meet its financial obligations and continue as a going concern.
While the directors are confident that the sale of the Nickel deposit will be successfully completed within the expected timeframe, there is inherent uncertainty associated with the transaction. This uncertainty gives rise to a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The directors have considered the company's cash flow forecasts and have taken into account the anticipated timing and proceeds of the sale. They are satisfied that, based on these forecasts and the ongoing progress of the sale process, the company will have adequate resources to meet its obligations as they fall due for at least 12 months from the date of approval of these financial statements.
Accordingly, the financial statements have been prepared on a going concern basis. However, as noted above, the successful completion of the sale is not guaranteed, and failure to complete the transaction could impact the company’s ability to continue as a going concern.
2.3. Foreign Currencies
Transactions denominated in foreign currencies are translated into U.S. Dollars and recorded at the rate of exchange ruling at the date of the transaction. Balances at the year-end denominated in foreign currency are translated into U.S. Dollars at the rate of exchange ruling at the balance sheet date. All differences are taken to the income statement.
2.4. lnvestments
lnvestments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss accounts.
2.5. Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
2.6. Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 2 (2023: 2)
2 2
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4. Investments
Subsidiaries
$
Cost
As at 1 May 2023 143,197
As at 30 April 2024 143,197
Provision
As at 1 May 2023 -
As at 30 April 2024 -
Net Book Value
As at 30 April 2024 143,197
As at 1 May 2023 143,197
The company directly owns 100% of Harmony Minerals Limited, an intermediate holding company whose registered office is at Marlborough House, 298 Regents Park Road, London, N3 2SZ. For the year ending 30 April 2024, the aggregate amount of capital and reserves for Harmony Minerals Limited was (USD 1,128,806).
The company indirectly owns 100% of Dutwa Minerals Limited, a licence holding company whose registered otfice is at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania. For the year ending 31 December 2023, the aggregate amount of capital and reserves for Dutwa Minerals Limited was (TZS 69,428,781) and the loss for that year was TZS 139,001,234.
The company indirectly owns 100% of Kernow Limited a dormant licence owning company whose registered office is at 10 Chato Street, Regent Estate, Mikocheni, Dar es Salaam, Tanzania.For the year ending 31 December 2023, the aggregate amount of capital and reserves for Kernow Limited was TZS 2,000.
5. Debtors
2024 2023
$ $
Due within one year
Other debtors 1,396 -
Amounts owed by group undertaking 170 -
VAT - 1,915
Amounts owed by subsidiaries 2,201,566 2,196,566
2,203,132 2,198,481
6. Creditors: Amounts Falling Due Within One Year
2024 2023
$ $
Trade creditors 6,059 11,056
Other taxes and social security - 448
Interest on unpaid dividends - preference shares 211,493 157,807
Directors' loan accounts - 232
Amounts owed to parent undertaking - 451
Cumulative preference share dividends unpaid 1,341,846 1,181,515
1,559,398 1,351,509
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7. Creditors: Amounts Falling Due After More Than One Year
2024 2023
$ $
Convertible preference share 1,333,333 1,333,333
The preference shares are non-redeemable and carry a fixed cumulative dividend of 8% per annum payable from the second anniversary of their issue. The preference shares may at any time and at the holder's option, be converted to ordinary shares of GBP 0.001 and rank pari passu with the current share capital. On winding up they rank ahead of the ordinary shares and will be repaid at par.

Under FRS102 section 22, as the preference shares are convertible into ordinary shares at the holder's option, an equity element is reguired to be recognised. The annual dividend has been discounted in perpetuity at a 12% cost of issue reflecting the liability, the remainder being classified as equity.

8. Share Capital
On 16 May 2018 55,300 ordinary shares with a par value of £0.001 were issued on the exercise of warrants held by shareholders. Total consideration was $442,794 and the premium of $442,718 has been credited to the share premium account.
On 4 October 2018 a further 188,679 ordinary shares with a par value of £0.001 were issued. Total consideration was $1,999,917 and the premium of $1,999,736 has been credited to the share premium account.
9. Related Party Transactions
All purchases from related parties are made at normal market prices. Except for the transactions listed below, there have been no transactions with related parties who are not members of the group during the year ended 30 April 2024.
The company incurred management charges of $180,000 (2023: $180,000) from Curzon Resources Limited, a company under the common control of Mr N. Clarke. At the balance sheet date the company had no outstanding amount payble to Curzon Resources Limited (2023: nil).
10. Parent Undertaking and Controlling Party
The company's immediate and parent undertaking is Curzon African Holdings Limited . Curzon African Holdings Limited was incorporated in the United Kingdom. The controlling party is Nicholas Clarke who controls 61.26% of the shares of Blackdown Resources (UK) Limited .
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