DIRECTORS’ REPORT

The Directors present their Report and Audited Financial Statements for the year ended 31 March 2020.

Results and dividends

The results for the year are set out HERE.

The Directors do not recommend the payment of a final dividend for the year (2019: nil).

Directors

The following Directors have held office since 1 April 2019 and have all served for the entire accounting year:-

N A C Lott

J Dubois

Appointed in year:

P A Treadaway – appointed 27/5/19

Resignations in the year:

C C Johnson – resigned 27/05/19

A D Johnson – resigned 27/05/19

D C Stocks – resigned 10/12/19

The Company has in place an insurance policy in relation to Directors indemnity during both years.

Conflicts of interest

Under the articles of association of the company and in accordance with the provisions of the Companies Act 2006, a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company's interests. However, the Directors may authorise conflicts and potential conflicts, as they deem appropriate. As a safeguard, only Directors who have no interest in the matter being considered will be able to take the relevant decision, and the Directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate. During the financial year ended 31 March 2020, the Directors have authorised no such conflicts or potential conflicts.

Directors’ interests in shares

Directors' interests in the shares of the Company, including family interests, at 31 March 2020 were as follows:-  


31st March 2020

31st March 2019


Ordinary shares of 0.1p each

Ordinary shares of 0.1p each

C C Johnson

186,815,803

186,815,803

A Johnson

1,868

1,868

J Dubois

4,000,000

1,500,000

N Lott

500,000

500,000

D C Stocks

80,330,532

80330532

P Treadaway

106,484,658

106,484,658


Ordinary shares No.

Shareholding %

C C Johnson

186,815,803

13.11

C Akers

145,190,380

10.17

P Treadaway

187,734,658

13.17

Other substantial shareholdings

As at 16 September 2020, being the latest practicable date before the issue of these financial statements, the company had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the company at that date.

Statement of directors’ responsibilities

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with EU adopted IFRS and the Company financial statements in accordance with FRS 102 and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing these financial statements, the Directors are required to:

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

The maintenance and integrity of the Group website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility or any changes that may have occurred in the accounts since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Annual report & consolidated financial statements 2020

On 31 May 2019 62,500,000 additional shares were issued being ordinary 0.01 shares and 0.03p premium shares.

P Treadaway was a shareholder as at 31 March 2019, and 31 March 2018, but not a Group Director as at that time.

C C Johnson, A D Johnson and D C Stocks were Direc tors and shareholders as at 31 March 2019 but only shareholders at 31 March 2020.