Company registration number 12515156 (England and Wales)
BETOOTA HOLDINGS LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
BETOOTA HOLDINGS LTD
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 9
BETOOTA HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION
- 1 -
30 June
31 December
2024
2023
as restated
Notes
USD($)
USD($)
Non-current assets
Financial assets at fair value through profit or loss
5
21,781,995
20,080,000
Current assets
Trade and other receivables
7
228
Cash and cash equivalents
11,773
292,004
11,773
292,232
Current liabilities
Trade and other payables
11
354,560
1,200
Net current (liabilities)/assets
(342,787)
291,032
Non-current liabilities
Borrowings
9
1,254,214
Convertible loan notes
10
566,950
534,742
1,821,164
534,742
Net assets
19,618,044
19,836,290
Equity
Called up share capital
12
9,523,101
9,389,801
Equity reserve
13
356,845
Retained earnings
9,738,098
10,446,489
Total equity
19,618,044
19,836,290
BETOOTA HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
- 2 -
For the financial period ended 30 June 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 of its financial statements for the period in question in accordance with section 476.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
P L'Herpiniere
Director
Company registration number 12515156 (England and Wales)
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
- 3 -
1
Accounting policies
Company information
Betoota Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Milton Gate, 60 Chiswell Street, London, EC1Y 4AG. The company's principal activities and nature of its operations are disclosed in the director's report.
1.1
Reporting period
The reporting period is for 6 months ended 30 June 2024 and the comparative period ending 31 December 2023 was for a 12 month period. As a result the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest USD($).
The financial statements have been prepared under the historical cost convention, except for the revaluation of investments. The principal accounting policies adopted are set out below.
The company has adopted IFRS accounting standards for the first time in the period. For the previous period, FRS 102 accounting standards were followed. There are no significant changes to accounting policies from transitioning from FRS 102 to IFRS accounting standards.
1.3
Prior period restatement
The comparative period figures have been restated to reclassify convertible loan notes of USD534,742 from other payables due in less than one year to convertible loan notes due in greater than 1 year.
1.4
Going concern
The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
As at the year end, the Company had net assets of USD($) 19,618,044 (2023: USD($) 19,836,290). The director has assessed the financial position of the Company and its ability to meet its liabilities as they fall due and are satisfied that the Company is able to continue as a going concern for the foressable future.
1.5
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.7
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.8
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 6 -
3
Credit risk
Credit risk represents the potential for loss due to the default or deterioration in the credit quality of a counterparty. Credit risk is managed by reviewing the credit quality of the counterparties and reviewing, if applicable, the underlying collateral against which the financial assets are secured. The company's credit exposures are described further below:
Cash at bank: Cash at bank include both interest-bearing and non interest-bearing deposits. To mitigate risk of the credit loss, the Company places substantially all of its deposits with highly rated banks.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations arising from its financial liabilities as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's position.
The Company's liquidity position is monitored and reviewed by the Directors.
4
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
2023
Number
Number
1
1
5
Investments
Current
Non-current
2024
2023
2024
2023
USD($)
USD($)
USD($)
USD($)
Investments in subsidiaries
21,781,995
20,080,000
Fair value of financial assets carried at fair value through profit and loss
The directors consider that the carrying amounts of financial assets carried at fair value in the financial statements are accurately stated.
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
5
Investments
(Continued)
- 7 -
Movements in non-current investments
Shares in subsidiaries
USD($)
Cost or valuation
At 1 January 2024
20,080,000
Additions
1,701,995
At 30 June 2024
21,781,995
Carrying amount
At 30 June 2024
21,781,995
At 31 December 2023
20,080,000
6
Subsidiaries
Details of the company's subsidiaries at 30 June 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Zlatna Reka Resources
Bulevar Kralja Aleksandra 24, Beograd, Grad Beograd, Serbia
Ordinary
100.00
7
Trade and other receivables
2024
2023
USD($)
USD($)
Other receivables
228
8
Trade receivables - credit risk
Fair value of trade receivables
The director considers that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 8 -
9
Borrowings
Non-current
2024
2023
USD($)
USD($)
Borrowings held at amortised cost:
Other loans
112,264
-
Loans from parent undertaking
1,141,950
-
1,254,214
10
Convertible loan notes
Convertible loan notes of AUD600,000 (USD400,200) ((2023: AUD785,000 (USD534,742)) were issued during the period at an issue price of AUD0.075 (USD0.05) per note. Of the total convertible loan notes outstanding at 30 June 2024 of AUD1,385,000 (USD923,795), AUD535,000 (USD356,845) have been converted into fully paid ordinary shares of the company’s ultimate holding company Strickland Metals Limited post year end on 01 July 2024. The remaining convertible loan notes of AUD850,000 (USD566,950) were repaid post year end on 1 July 2024. The conversion price is at a 20% premium.
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity as follows:
2024
USD($)
Net proceeds of issue of convertible loan note
400,200
Equity component
Liability component at date of issue
400,200
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.
Movements and balance at the period end
Liability
USD($)
Liability component at 31 December 2023
534,742
Exchange difference
(11,147)
Issue of convertible loan notes
400,200
Conversion
(356,845)
Liability component at 30 June 2024
566,950
Liability component due after 12 months
566,950
BETOOTA HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
10
Convertible loan notes
(Continued)
- 9 -
The equity component of the convertible loan notes has been credited to the equity reserve.
11
Trade and other payables
2024
2023
USD($)
USD($)
as restated
Accruals
300,166
1,200
Other payables
54,394
-
354,560
1,200
12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
USD($)
USD($)
Issued and fully paid
With nominal value of USD($)1 each
9,523,101
9,389,801
9,523,101
9,389,801
13
Equity reserve
2024
2023
USD($)
USD($)
At the beginning of the period
Conversion of loan
356,845
At the end of the period
356,845
14
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2023
USD($)
Loss as previously reported
(3,389,584)
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