PR Newswire
LONDON, United Kingdom, June 27
Igraine plc
AQSE: KING
(“Igraine” or “the Company”)
Fin an ci al Stateme nts f or the Year E nded 31 December 2024
R E V IEW OF BUSIN E SS
During the financial year ended 31 December 2024, Igraine Plc made notable strategic progress despite a continued backdrop of economic volatility and subdued capital market conditions in the UK small-cap sector. The Company advanced its core investment strategy through meaningful developments in both healthcare innovation and energy infrastructure, reflecting an expansion of its investment mandate into high-growth sectors aligned with long-term value creation.
The appointment of David Levis as an Executive Director during the year has significantly strengthened the Board’s capability, bringing expertise in energy infrastructure, project development and structured investment. His leadership, particularly in relation to the Company’s energy storage initiatives, will be instrumental in advancing this segment of the portfolio.
The Company continues to apply a disciplined, proactive approach to identifying, supporting, and advancing investment opportunities with strong commercial potential and sectoral relevance.
INVESTEE COMPANY UPDATES
Fixit Medical Ltd
Fixit Medical Ltd (‘Fixit’), in which Igraine Plc holds just under 20% equity interest, made strong advances in 2024, both in regulatory preparation and product development. The company’s core product, Cingo®, a next-generation percutaneous drainage catheter fixation device, has undergone extensive refinement in preparation for regulatory submissions in both the United States of America and Europe.
During the year, Fixit finalised device materials and design configurations, with optimisation work undertaken to ensure cost-effective manufacturing via injection moulding. The development of mock-up devices has supported extensive testing efforts as the company advances toward full-scale production. Fixit has confirmed its intention to pursue FDA approval concurrently with CE marking, thereby enabling dual-market entry and enhancing commercial flexibility.
In addition to its core product, Fixit broadened its product suite with the internal launch of three new devices: Project CO2, PI01, and PI03. These products are aimed at complementary sectors and represent the initial steps in creating a diversified portfolio under the Cingo® brand. Patents have been filed for all three, reflecting an expanding intellectual property base and strengthening future valuation potential.
Fixit also secured a £270,000 Innovate UK Smart Grant in July 2024, supporting the continued advancement of Cingo®. Further industry recognition included acceptance into multiple high-impact innovation programmes such as the Design for Growth Programme, Investment Ability Programme, Catapult Collaboration Programme, and the CPI MedTech Accelerator, through which the company has also received grant funding and technical support.
Fixit’s growing reputation was underscored by its selection as an Innovate UK case study of excellence, affirming its position as an emerging leader in the MedTech sector.
GEM Energia Limited
In October 2024, Igraine Plc exercised its exclusive investment rights over GEM Energia Ltd and its subsidiaries, marking a significant milestone in the Company’s strategic expansion into the battery energy storage sector. This followed the signing of a strategic collaboration agreement with BES3 Holdings Ltd, a wholly owned subsidiary of Green Energy Management Ltd, which is 100% owned by GEM Energia.
Under the agreement, Igraine secured a right of first refusal over all current and future battery storage projects developed by GEM Energia. This structure provided the Company with early-stage access to scalable, infrastructure-based investment opportunities across the UK, aligning with the broader market demand for renewable energy capacity and grid stability solutions.
To initiate the collaboration, Igraine activated its initial funding under the £500,000 conditional convertible loan note facility with Vela Technologies plc, drawing a first tranche to support the transaction. A binding agreement was entered into with BES3, formalising Igraine’s first investment under its exclusive arrangement with GEM Energia.
The initial project identified during the year was a strategic site located in the Northwest of England, selected after thorough due diligence and evaluation. The site was advanced toward Ready-to-Build (RTB) status and benefitted from an agreement with the landowner and significant pre-planning work, thereby reducing execution risk.
The project was led by Andy Brown, a senior member of the GEM Energia team with over 30 years’ experience in large-scale infrastructure delivery. His oversight brought operational strength and assurance to the project’s development during the period.
By year-end, the GEM Energia team had initiated engagement with the Distribution Network Operator and National Grid to progress grid connection discussions. Securing a viable connection option was identified as the next key milestone ahead of formal planning submission and RTB status.
The collaboration with GEM Energia during the year represented a foundational step in the diversification of Igraine’s investment portfolio. The entry into energy infrastructure provided exposure to a long-term asset class with stable growth potential, complementing the Company’s existing holdings in healthcare and life sciences.
Other Investments
Igraine hold 15,475,000 shares in Oscillate Plc. Equating to 3.64% of Oscillate Plc’s issued share capital. Oscillate Plc is an investment issuer listed on the AQSE Growth Market Exchange with the ticker AQSE: MUSH. Oscillate Plc is advancing its strategy to become a leading mid-cap copper and base metals producer by acquiring a global portfolio of high-quality assets to meet the increasing demand for independent and sustainable copper sourcing.
Igraine has also invested in Excalibur Medicines Ltd (“EML”), a subsidiary of Excalibur Healthcare Services Ltd. EML has secured exclusive rights to and owns the COVID-19 patents on a drug, AZD1656, which is being developed as a potential therapeutic for diabetics suffering from COVID-19.
Legacy Investment
During the year ended 31 December 2024, Igraine Plc made tangible progress in the recovery of value from historical investments. Following a sustained period of legal and strategic effort, the Company was successful in securing a favourable outcome in its legal action relating to a legacy investment.
This represents a significant step forward in the Company’s ongoing efforts to recover and redeploy capital from underperforming or impaired historic positions. Igraine is now actively engaged in executing the terms of the legal resolution and anticipates further recovery in due course.
The Board remains committed to pursuing all viable avenues for the realisation of value from legacy exposures, and will continue to adopt a firm and methodical approach to this important aspect of balance sheet enhancement.
POST-YEAR END REVIEW
Since the close of the 2024 financial year, Igraine Plc has continued to build momentum across its core areas of focus, further strengthening its strategic position in both the healthcare and energy infrastructure sectors.
The Company’s investee businesses have each made meaningful progress, and management has remained closely engaged in overseeing developments to ensure alignment with long-term objectives. In particular, we have seen continued advancement in regulatory preparation, manufacturing readiness, and partnership development across the portfolio.
With respect to the battery energy storage sector, the Company and its partner GEM Energia have held several promising discussions with major industry participants. These engagements reflect strong commercial interest and underline the potential of the collaboration. The Board looks forward to providing shareholders with further updates at the appropriate time.
Igraine remains committed to maintaining a disciplined approach to capital deployment and opportunity assessment, and the Board is encouraged by the pace of activity and strategic execution across its investments as we move through 2025.
Fixit Medical Limited, Post-Year End
Since the end of the reporting period, Fixit has continued to accelerate its progress, with important milestones achieved in manufacturing readiness, regulatory strategy, and strategic partnerships.
Final tooling and design for the Cingo® device has been completed, with 300 units now in production, expected to be ready by the end of August 2025. These units will support clinical validation and regulatory approval processes.
Fixit is advancing toward commercial-scale production and expects to submit for CE marking within five months, alongside continuing progress toward FDA submission for the US market.
Fixit has also deepened its collaboration with UK research institutions and healthcare bodies, including:
Southampton’s Emerging Therapies and Technology Centre (SETT) – for clinical trials;
Arts University Bournemouth – providing design and development facilities;
Warwick Manufacturing Group (WMG) – contributing to manufacturing simulations; and
Health Innovation Wessex – guiding NHS integration of the Cingo® device.
To support continued innovation and expansion, Fixit has applied for a €1.6 million EIC Accelerator Grant, which would enable accelerated development of the Cingo® device family, including Cingo PICC and Cingo Surgical.
In line with its broader ambitions, Fixit has adopted a new corporate identity—Cingo Technologies—to reflect its expanded scope across multiple securement applications. This rebranding strengthens its market positioning in a global opportunity estimated to exceed $5 billion.
Fixit also appointed Professor Chris Nutting—a distinguished clinical leader—as Non-Executive Director. He also invested in the business at a £2.5 million valuation, providing both strategic insight and financial validation. Furthermore, a partnership has been established with Solventum, a spin-out from 3M, to co-develop the adhesive component of the device, ensuring clinical efficacy and user accessibility.
These post-year-end developments reinforce Fixit's commercial potential and represent a significant step forward in positioning the company as a leading innovator in catheter securement technologies.
ON BE HA LF OF THE BO ARD:
Mr S Grant-R en nick - Dire ctor
Date: 25 June 2025
Extract from the audit report
“Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that support by directors. As stated in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate”.
The Directors of the Company accept responsibility for the contents of this announcement.
Enquiries
Company:
David Levis (Chief Executive Officer)
Simon Grant-Rennick (Non-Executive Chairman)
Steve Winfield (Non-Executive Director)
Investor relations : info@igraineplc.com
Aquis Growth Market Corporate Adviser:
Peterhouse Capital Limited
Tel: +44 (0) 207 469 0930
| Statement of Profit or Loss For the year ended 31 December 2024 | ||||
| N o tes | 2024 £ | 2023 £ | ||
| CONTINUING OPE RATIONS | ||||
| Impairment loss of investments | 9 | (96,537) | (600,000) | |
| Profit/(l o s s) on revaluati on of investm e nts | 9 | 37,344 | (64,425) | |
| Profit on disposal of investments | 15,000 | - | ||
| Other income | 4 | 50,000 | - | |
| Ad ministrati ve e x p e ns es | (258,127) (199,100) | (199,100) | ||
| OPE RATING LOSS | (252,320) | (863,525) | ||
| Intere st In come | 5 | 799 | 4,208 | |
| L OSS BEFORE INCOME TAX | 6 | (251,521) | (859,317) | |
| In come tax | 7 | - | - | |
| L OSS FOR THE YE AR | (251,521) | (859,317) | ||
| Earnings per share expressed in pence per share: | 8 | |||
| Ba sic | -0.28 | -0.99 | ||
| Diluted | -0.28 | -0.99 |
| Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2024 | ||||
| 2024 £ | 2023 £ | |||
| LOSS FOR THE YEAR | (251,521) | (859,317) | ||
| Other comprehensive income | - | - | ||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (251,521) | (859,317) | ||
| Statement of Financial Position As at 31 December 2024 | |||||
| Notes | 2024 £ | 2023 £ | |||
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Investme nts | 9 | 92,445 | 196,638 | ||
| Intangibles | 10 | 124,288 | - | ||
| 216,733 | 196,638 | ||||
| CURRENT ASSETS | |||||
| T rade and oth er re c eivables | 11 | 26,363 | 107,532 | ||
| Cash and cash e q uivale nts | 12 | 7,273 | 118,843 | ||
| 33,636 | 226,375 | ||||
| TOTAL ASSETS | 250,369 | 423,013 | |||
| E Q UITY | |||||
| SHAR E H OL D E RS' E QUITY | |||||
| Called up s hare capital | 13 | 589,495 | 588,786 | ||
| Sh are premi um | 2,070,410 | 1,946,995 | |||
| O ther re s erves | 14 | 46,116 | 46,116 | ||
| R e tained earn i ngs | (2,628,904) | (2,377,383) | |||
| TOTAL E QUITY | 77,117 | 204,514 | |||
| L IABILITIES | |||||
| NON-CURRENT LIABILITIES | |||||
| Financial liabilities - borrowings | |||||
| Interest bearing loans and borrowings | 15 | 60,133 | 19,907 | ||
| CURRENT LIABILITIES | |||||
| Interest bearing loans and borrowings | 15 | 10,268 | 10,015 | ||
| Trade and other payables | 16 | 102,851 | 188,577 | ||
| TOTAL LIABILITIES | 173,252 | 218,499 | |||
| TOTAL EQUITY AND LIABILITIES | 250,369 | 423,013 | |||
| Statement of Changes in Equity For the year ended 31 December 2024 | |||||||||
| Called up share capital | Share premium | Other reserves | Retained earnings | Total equity | |||||
| £ | £ | £ | £ | £ | |||||
| Balance at 1 January 2023 | 588,786 | 1,946,995 | 46,116 | (1,518,066) | 1,063,831 | ||||
| Changes in equity | |||||||||
| Deficit for the year | - | - | - | (859,317) | (859,317) | ||||
| Balance at 31 December 2023 | 588,786 | 1,946,995 | 46,116 | (2,377,383) | 204,514 | ||||
| Changes in equity | |||||||||
| Issue of share capital | 709 | 123,415 | - | - | 124,124 | ||||
| Deficit for the year | - | - | - | (251,521) | (251,521) | ||||
| Balance at 31 December 2024 | 589,495 | 2,070,410 | 46,116 | (2,628,904) | 77,117 | ||||
The Company’s reserves are as follows:
•The share premium represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
•Other reserves arise from the requirement to value share options and warrants in existence at the grant date (see Note 20).
•Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
| Statement of Cash Flows For the year ended 31 December 2024 | |||||
| Notes | 2024 £ | 2023 £ | |||
| Cash flows from operating activities | |||||
| Cash used in operations | 1 | (101,394) | (159,801) | ||
| Net cash from operating activities | (101,394) | (159,801) | |||
| Cash flows from investing activities | |||||
| Purchase of fixed asset investments | - | (100,000) | |||
| Net cash from investing activities | - | (100,000) | |||
| Cash flows from financing activities | |||||
| Transaction costs related to issue of shares | (161) | - | |||
| Loan repayments in year | (10,015) | (9,768) | |||
| Net cash from financing activities | (10,176) | (9,768) | |||
| Decrease in cash and cash equivalents | (111,570) | (269,569) | |||
| Cash and cash equivalents at beginning of year | 2 | 118,843 | 388,412 | ||
| Cash and cash equivalents at end of year | 2 | 7,273 | 118,843 | ||
Notes to the Statement of Cash Flows
For the year ended 31 December 2024
1. R ECONCILIATION OF PRO FIT/( LOSS) BEFORE INCOME TAX TO C ASH GE N E RATED FROM OPE RATIONS
| 2024 £ | 2023 £ | ||||
| Loss before income tax | (251,521) | (859,317) | |||
| Profit on disposal of investments | (15,000) | - | |||
| (Profit)/loss on fair value movement of investments | (37,344) 600 | 64,425 | |||
| Impairment loss of investments | 96,537 | 600,000 | |||
| Interest income | (799) | (4,208) | |||
| Interest expense | 1,127 | 881 | |||
| Bad debt | 21,322 | - | |||
| (185,678) | (198,219) | ||||
| Decrease in trade and other receivables | 60,645 | 31,312 | |||
| Increase in trade and other payables | 24,273 | 7,987 | |||
| Interest paid | (634) | (881) | |||
| Cash used in operations | (101,394) | (159,801) |
2. CASH A ND CA SH E QUIV A LE NTS
T h e amo unts d i s clo sed on the Statement of Cash Flows in re s pe ct of cash and cash e quival ents are in respe ct of th e se Stat eme nt of Finan cial Po siti on amo un t s:
| Year ended 31 December 2024 | |||||
| 31/12/24 £ | 01/01/24 £ | ||||
| Cash and cash equivalents | 7,273 | 118,843 | |||
| Year ended 31 December 2023 | |||||
| 31/12/23 £ | 01/01/23 £ | ||||
| Cash and cash equivalents | 118,843 | 388,412 | |||
N o tes to the Fi nan ci al Sta t ements - continued
For the year e n ded 31 Decem ber 2024
The principal activity of Igraine Plc is that of an investment company, refer to the Strategic report for full details. The company is a public limited company incorporated and domiciled in the United Kingdom, having a registered office at Hill Dickinson LLP, 8th Floor, The Broadgate Tower, 20 Primrose Street, London, England, EC2A 2EW. The registered number of the company is 06400833.
The Company’s shares are traded on the AQSE Growth Market under ticker AQSE: KING and ISIN number GB00BM9CKV18.
2. ACCOUNTING POLICIES Basis of preparation
T hes e fin a n cial stateme nts have been p r epar ed in accordan ce with UK-ad o pted internati o nal acco unting standar ds (“IFRS”) and with th o se parts of the Compan i es Act 2006 applic a ble to compan ies rep ort i ng u n der I F R S. T he fin a n cial stat emen ts have b e en prepar ed u n d er t he histori cal co st co nventi o n, except for certain financial instruments that have been measured at fair value.
Going concern
T h e Fin a n cial State m ents have b een p r epar ed u nder t he g oing co n c ern as s umpti o n, w hich pre s u m es that the Company will be able to me et its o blig a tio ns as t hey fall due for at le a st the n e xt twelve mo nths from the date of the sig ning of the Fin a n cial Stateme nts. In co ns i deri ng t he g l o bal e co n omic lands cape w hich at pre s ent is acco unting for an in crease in the pri ce of risk and inflati o nary p r es s ures, the Dire c t ors have completed vario us s tre ss tests to e n sure rob ust working capital e xists e v en in t he mid st of these e co n omic pre s su r es.
The Company as at 31 December 2024 had cash and cash equivalents balance of £7,273 (2023: £118,843)
The Directors report that they have assessed the principal risks, reviewed current performance and projections, combined with expenditure commitments, including capital expenditure. The Company’s projections demonstrate it will have sufficient cash reserves to enable it to meet its obligations as they fall due, for a period of at least 12 months from the date of signing of these financial statements. Accordingly, the Directors consider the Company to be a going concern.
The Company has prepared monthly cash flow projections based on estimates of key variables to expenditure through to June 2026 that supports the conclusion of the Directors that they expect sufficient funding to be available to meet the Company’s anticipated cash flow requirements to this date.
Key accounting estimates and judgements
In the ap plicati on of the company's acco unting p olicie s, w hich are described in note 2, management is r eq uired to make judge m ents, e stimates and as sumpti o ns ab o ut the carrying valu es of assets and lia bilities t hat are n ot readily ap parent from other s o urce s. T he es timates a nd un d erlyi ng a ssu m pti o ns are bas ed on histori cal e x pe rien ce and o t her factors that are co nsidered to be r elevant. A ctual resu lts may differ from th ese es timates.
T h e estimates and u n derlyi ng as s umpti o ns are re vie w ed on an o n g oing bas i s. R evisio ns to acco unting estimat es are re co gn i s ed in the pe riod in w hich the e stimate is revis ed if the revision affe cts o nly that peri o d, or in the period of the revision and future peri o ds if the r evision affects b oth c urr e nt and f utu re pe rio d s.
T h e key s o urces of estimation unc ertainty t hat have a sig nificant effe ct on the amo un ts r e co gnis ed in the fin a n cial stateme n ts are des cri b ed b elow.
i) Recoverable value of trade and loan receivables
T h e Company makes assump tions w hen imple m enti ng the forwa rd-looking Ex pe cted Cred it Lo ss m o del un d er IF RS 9. T he mo del is u s ed to as se ss mate rial loans rec eivable for imp airme nt. E stimates are made re gard i ng t he cre dit ri sk and u n derl ying pro b a bility of default in each of the re l evant credit l o ss s c enari os.
T h e dire ctors make j u d geme nts on the e x pe cted like lih ood and o u t come of each of the s c enari os and th e se e x pe c t ed valu es are applied to the loan balan c e s.
Fu rt her details relating to manag ement's ass e ssme nt of the re coverable value of trade and loan re c eivables can be fo u nd in the Strategic Report.
ii) Fair value of the investments
T h e Company is requir ed to make judgme nts over the carrying value of investme nts in u nqu oted companies w here fair valu es
c ann ot be re a dily e stabli s h ed and evaluate the size of any impairment re quir ed.
It is imp ortant to re co gnise that the carrying val ue of su ch in v e stments can n ot always be s u bsta ntiated by comparis on with ind e pe n d e nt marke ts an d, in many cases, may n ot be cap a b le of be i ng r eali s ed immediat e ly. Manageme nt’s sig nificant judge m ent in th is re gard is that t he value of th eir i nvestme nt re p r ese nts th eir co st l e ss p r evio us im pairme nt.
Further details relating to management's assessment of the carrying value of unlisted investments can be found in the Strategic Report.
New and amended standards and Interpretations
In the current year, the company has adopted all the new and revised IFRSs that are relevant to its operations and effective for its accounting year beginning on 1 January 2024. IFRSs comprise IFRS; International Accounting Standards (“IAS”); and Interpretations. The adoption of these new and revised IFRSs did not result in significant changes to the company’s accounting policies, presentation of the company’s financial statements and amounts reported for the current year and prior years except as stated below.
The company has not applied the new IFRSs that have been issued but are not yet effective. The application of these new IFRSs will not have material impact on the financial statements of the company.
Fi nan ci al as sets
T h e company's fi nan cial ass ets m easured at amortis ed co st compri se tr a de a nd other re c eiva bles and cash and cash e q uivale n ts in the stateme nt of finan cial p o s iti o n.
T rade re c eiva bles are initially re co gnised at fair val ue. The im pairment re q uire m en ts u se an e xp e cted cre dit lo ss mo d el to re co gnise an all owan c e. F or re c e ivables a sim plifi ed ap proach to measure e x pe cted cre dit los ses d uring a lifetime e x pe cted loss all owan ce is availab le and has b een ad opted by the company. D uring th is proc e ss the pro bability of the n o n-payme nt of the re c eivabl es is as s es s ed. T his probability is th en m ulti plied by t he amo unt of the e xp e cted lo ss ari sing from default to determine the li f etime e x pe cted cre dit l o ss f or the re c eivabl e s. F or trade r e c eivables, w hich are r ep ort ed n et, s u ch provisions are re c ord ed in a s e parate provision acco unt with the lo ss be i ng r ep ort ed wit hin t he co ns olidat ed stat eme nt of comprehensive in come. On co nfirmation that the tr a de and i ntra gro up r e c eivable will n ot be colle ctable, the gross carrying val ue of the ass et is wri tten off against t he provisio n.
Financial Assets - Impairment
(i) Non-derivative financial assets
A fin a n cial as set n ot clas sified as at fair val ue t hro u gh profit or lo ss is a ss e ss ed at each rep ort i ng date to d etermi ne w heth er t he re is o bje ctive evi den ce that it is im paired. A finan cial as set is impair ed if th ere is o b j e ctive evid e n ce of impairment as a re su lt of o ne or more events that occ urr ed after the initial r e co gniti on of t he as s et, and had an impact on the estimat ed future cash flows from that asset t hat can be esti mated re liably.
O b je ctive evid en ce t hat fin a n cial assets are im pair ed in c l ud es de fault or de lin q u e n cy by a d ebtor, restru c t uri ng of an amo unt due to the company on terms that t he company wo uld n ot co nsid er othe r wise, indicati o ns t hat a de btor or issu er will enter bankr u ptcy, adverse c han ges in the payme nt status of b orr ow ers or issue r s, e co n omic co nditi o ns that correlate with defa ults or the disap pearan ce of an active mark et for a se c urity. In ad diti o n, for an inve stment in an e q uity se c urity, a significa nt or pro l o ng ed de cline in its fair value b elow its co st is o bje ctive evi den ce of imp airment.
Financial assets measured at amortised cost
T h e company co nsid ers evid e n ce of impairment for fi nan cial as se ts meas ured at amortised co st (loans and re c eiva bles) at b oth a sp e cific a ss et and colle ctive l e v el. All i ndivi dually sig nificant as s ets are ass es s ed for spe cific im pairment. T h o se fo und n ot to be spe cifically impair ed are t hen colle ctively as se s sed for any impairment t hat h as be en i n c urr ed b ut n ot yet i d e ntifie d. A ss ets t h at are n ot individ ually si gnificant are colle ctively asses s ed for impairme nt by gro up i ng to ge t her ass ets with similar ri sk c haracteristi c s.
In ass e ss i ng colle ctive im pairme nt, the company u ses histori cal tre nds of the pro bability of default, the timi ng of re coveries a nd the amo u nt of lo ss in c u rred, a d j usted for manag ement's ju dge m ent as to w he t her c urr e nt e co n omic and c r edit co nditi ons are su ch that t he actual lo ss es are li k ely to be g r eater or l e ss th an s ug gested by histori cal tre n d s.
A n impairment l o ss in r es p e ct of a finan cial as s et meas ured at amortised co st is calculat ed as t he d ifferen ce b etween its carryi ng amo unt and t he pre sent value of the e stimated fu t ure cash flows dis co unted at the as s et's o rig i nal effe ctive in t erest rate. Lo ss es are re co gn i s ed in profit or lo ss and r efle cted in an all owan ce a gainst loans and re c eiva bles. In t erest on t he im pair ed as set co ntinues to be re co g nis e d. Wh en an event occ urring after the impairment was re co g nis ed cau s es t he amo u nt of impair m e nt lo ss to de creas e, the d e crease in impairme nt l o ss is rever sed t hro ugh profit and los s.
(ii) N o n-finan cial as sets
The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Indefinite-lived intangible assets are tested annually for impairment or when there is an indication of impairment. An impairment loss is recognised if the carrying amount of an asset or Cash Generating Unit (‘CGU’) exceeds its recoverable amount.
The recoverable amount of an asset of CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Cash a nd ca sh e qu ivalen ts
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under current liabilities on the Statement of Financial Position.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Compound instruments
The component parts of convertible loan notes issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of equity instruments issued by the company is an equity instrument. A conversion option that will be settled by exchange of a variable number of equity instruments issued by the company is a debt instrument.
Investments
Investme nts, w hich in c l ude e q u ity and d e bt i nvestme nts, are d e signat ed on in itial r e co gniti on as finan cial ass ets at fair value thro ugh profit or lo ss. T h is me a sureme nt b a sis is co ns i ste nt with the fact t hat the Company's p erforman ce in r es p e ct of its p ortfolio investmen ts is evaluated on a fair value basis in acc ordance with an establi sh ed inve stme nt strategy. Wh en investm en ts are re co gnis ed i nitially, they are measured at fair valu e.
After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date. Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2015, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.
Wherever possible the Company uses valuation techniques which make maximum use of observable market-based inputs and accordingly the basis of the valuation methodology preferred by the Company is 'price of most recent investment'. Where 'price of most recent investment is no longer considered to be appropriate, the Company has used.
Intangible assets acquired separately
Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Fair value measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
The fair value of investments is first based on quoted prices, where available. Where quoted prices are not available, the fair value is estimated using consistent valuation techniques across periods of measurement.
The Company's unlisted equity investments are recorded at fair value or at amounts whose carrying values approximate fair value. Net gains and losses, including any interest or dividend income, are recognised in its profit or loss statement.
In accordance with IFRS 13, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety.
These are described as follows:
Level 1 – Quoted market prices
Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Valuation Techniques using observable inputs
Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly.
Level 3 – Valuation techniques using significant unobservable inputs
Fair value measurements are those derived from inputs that are not based on observable market data.
Non-derivative financial liabilities
The Company initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Company becomes a party to the contractual provisions of the instrument.
The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.
Other financial liabilities comprise trade and other payables.
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.
Foreign currency translation
(a) Functional and presentation currency
The financial information is presented in pounds sterling, which is the company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Segmental reporting
A business segment is a group of assets or operations engaged in providing services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing services within a particular economic environment that is subject to different risks and returns from other segments in other economic environments.
The Directors consider there to be one operating segment: that of an investment trading company seeking to make capital and interest returns on its investments and loans made.
Interest Income
Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan receivables and is included within the statement of comprehensive income. Interest income is deferred when it does not meet the interest income recognition policy and is presented as deferred income in the statement of financial position.
Expenses
All expenses are accounted for on an accruals basis.
Financial risk management
Credit risk
Deposits, as a general rule, are placed with banks and financial institutions that have ratings of not less than AA or equivalent,
which are verified before placing the deposits. The board will continue to assess the strategies for managing credit risk and is satisfied with existing policies.
Interest rate risk
During the period the Company's surplus funds were placed in deposits at floating rates. The Company's debt is provided through fixed dividend preference shares.
Capital management
The Company's capital management objectives are to ensure the Company's ability to continue as a going concern and to provide
long-term returns to shareholders. The Company defines and monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Balance Sheet. The Board of Directors monitors the level of capital as compared to the Company's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Company is not subject to any externally imposed capital requirements.
Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the Company can meet liabilities as they fall due.
Share-based payments
T h e Company o perates an e q u ity-settle d, share-bas ed compe n sati on plan, un d er w hich t he e ntity re c eiv es s ervi c es from directors and other persons as co nsid eration for equity in stru m ents (o pti o ns) of the Company. T he fair value of the servi c es re c eived in e xc hange for t he grant of the o p tio ns is re co gn i sed as an e xp en s e. T he total amo unt to be e x p e ns ed is determin ed by re f eren ce to the fair value of the o pti o ns g ranted:
• in c lu d in g a ny market p erforman ce co nditi o ns (for e xample, an e n t ity’s share pri c e );
• e xc luding the impact of any s ervi ce and n on-mark et p erforman ce vesti ng co nditi ons (for e xample, profitability or sales growth targets, or remai ning an employee of the e ntity over a s p e cified ti me pe rio d); and
• in clu ding t he im pact of any n o n-vesti ng co nditi o ns (for e xample, the re quir eme nt for employees to save or h olding shares for a s pe cific peri od of time).
A t the e nd of each re p orting pe ri o d, the Company revi ses its esti mates of the numb er of o pti o ns t h at are e x pe cted to vest bas ed on the n on-market vesti ng co nditio ns and servi ce co nditi on s. It re co gnises t he impact of the revision to original estimat es, if any, in the in come state m ent, with a c orresp o nd i ng a djustm ent to e q u ity.
In ad diti o n, in s ome circumsta n c es directors and other persons may provide servi c es in advance of the grant date and t he r efore the grant date fair value is estimat ed for t he p urp o ses of r e co gnis i ng t he e x pe nse d uring the p eri od betwe en s e rvice commen c ement peri od and grant date.
When t he o p tio ns are e x e r cised, the Company i s s ues new share s. T he proc eeds re c eiv ed net of any dire ctly attrib utab le transacti on co sts are cre dited to share capital (n ominal valu e) and share premium.
Equity instruments including share capital
Equity instruments issued by the Company are recorded at the proceeds received, net of incremental costs attributable to the issue of new shares.
An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Share capital represents the amount subscribed for shares at nominal value.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Any bonus issues are also deducted from share premium.
Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income. Other reserves arise from the requirement to value share options and warrants in existence at the grant date.
Loss allowances for expected credit losses
The company recognises loss allowances for expected credit losses on financial assets at amortised cost. Expected credit losses are the weighted average of credit losses with the respective risks of a default occurring as the weights.
At the end of each reporting period, the company measures the loss allowance for a financial instrument at an amount equal to the expected credit losses that result from all possible default events over the expected life of that financial instrument (“lifetime expected credit losses”) for trade receivables, or if the credit risk on that financial instrument has increased significantly since initial recognition.
If, at the end of the reporting period, the credit risk on a financial instrument (other than trade receivables) has not increased significantly since initial recognition, the company measures the loss allowance for that financial instrument at an amount equal to the portion of lifetime expected credit losses that represents the expected credit losses that result from default events on that financial instrument that are possible within 12 months after the reporting period.
The amount of expected credit losses or reversal to adjust the loss allowance at the end of the reporting period to the required amount is recognised in profit or loss as an impairment gain or loss.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
To the extent that funds are borrowed generally and used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the expenditures on that asset. The capitalisation rate is the weighted average of the borrowing costs applicable to the borrowings of the company that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Related parties
A related party is a person or entity that is related to the company.
(i) has control or joint control over the company;
(ii) has significant influence over the company; or
(iii) is a member of the key management personnel of the company or of a parent of the company.
(B) An entity is related to the company if any of the following conditions applies:
(i) The entity and the company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the company or an entity related to the company. If the company is itself such a plan, the sponsoring employers are also related to the company.
(vi) The entity is controlled or jointly controlled by a person identified in (A).
(vii) A person identified in (A)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
Impairment of assets
At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets except investments and receivables to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Provisions and contingent liabilities
Provisions are recognised for liabilities of uncertain timing or amount when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow is remote.
Events after the reporting period
Events after the reporting period that provide additional information about the company’s position at the end of the reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.
3. EMPL OYEES AND DIR ECTORS
| 2024 | 2023 | ||||
| £ | £ | ||||
| Wages and salaries | - | - | |||
| Social security costs | - | - | |||
| Other pension costs | - | - | |||
| - | - | ||||
T h e average n umb er of employe es ( in clu ding dir e ctors) duri ng t he year was as follow s:
| 2024 | 2023 | ||||
| 2 | 2 | ||||
| 2024 | 2023 | ||||
| Directors’ remuneration and fees | 72,000 | 72,000 | |||
The directors’ remuneration and fees stated above does not include compensation for loss of office amounting to £nil (2023: £nil).
4. OTHER INCOME
| 2024 | 2023 | ||||
| £ | £ | ||||
| Debt waiver from creditor | 50,000 | - | |||
| 50,000 | - | ||||
5. N ET FIN A NCE INCOME
| 2024 | 2023 | ||||
| £ | £ | ||||
| Finance income: | |||||
| Interest receivable | 799 | 4,208 | |||
| 799 | 4,208 | ||||
| 2024 | 2023 | ||||
| £ | £ | ||||
| Finance costs: | |||||
| Interest payable (included in administrative expenses) | 1,127 | 881 | |||
| 1,127 | 881 | ||||
| Net finance (cost)/income | (328) | 3,327 | |||
6. LOSS BEFORE INCOME TAX
T h e lo ss before i n come tax is stat ed after char gin g:
| 2024 | 2023 | ||||
| £ | £ | ||||
| Profit on disposal of fixed investment assets | 15,000 | - | |||
| Auditors’ remuneration | 16,320 | 18,080 |
7. INCOME TAX
An al ysis of tax e xpense
T h e total tax c harge for the year has b e en r e co n ciled to the lo ss for the year multi plied by the w eig hted av erage appli cab le tax rate as follow s:
2024 2023
£ £
| Lo ss be fore in come tax | (251,521) | (859 ,317 ) | ||
| Loss multipli ed by t he small profits rate of corp oration tax in the UK of 19% (2023 - 19%) | (47,789) | (163,270) | ||
| Effects of: | ||||
| Lo s s duri ng the y ear carried forward | 38,221 | 36,892 | ||
| Ex pense s n ot de d u ctib le for tax purp o s es | 1,172 | 137 | ||
| Profit on sale of investment | (2,850) | - | ||
| F air value/impairment lo sses | 11,246 | 126,241 | ||
| T ax e x pense | - | - |
With effect from 1 April 2023, the Corp oration Tax main rate increased from 19% to 25% f or companies with profits over £250,000 to ge t her with t he i ntr o du cti on of a s mall profits rate of 19%. T he small profits rate is applicable to companies with profits of not more than £50,000, with marginal reli ef available for profits up to £250,000.
As at 31 December 2024, the Company had tax losses of £1,709,736 (2023: £1,493,827) to carry forward. No deferred tax asset has been recognised as recovery of tax losses is not considered probable.
8. EARNINGS PER S HARE
Ba sic earn i ngs per share is calcu lated by dividing the earn i n gs attributa ble to ord i nary s hareh o l d ers by t he w eig hted average numb er of ordinary shares o uts tanding du ring t he p eri o d. T he w eigh t ed average nu m ber of shar es o utstan ding for 2024 was
89,712,605 (2023: 86,510,811).
The effects of all potential ordinary shares are anti-dilutive for the years ended 31 December 2024 and 2023.
R e co n c iliati o ns are s et o ut b elow.
| Earning | Weighted average number of shares | Per-share amount | ||||
| Year ended 31 December 2024 | £ | Pence | ||||
| Basic EPS | ||||||
| Earnings attributable to ordinary shareholders | (251,521) | 89,712,605 | (0.28) |
Deferred shares have no participation in distribution of capital, except for in the event of winding up, once the holders of Ordinary shares have received £1,000,000 in respect of each Ordinary share held by them. Therefore, these shares have not been included on either the basic EPS or diluted EPS calculations.
| Earnings | Weighted average number of shares | Per-share amount | ||||
| Year ended 31 December 2023 | £ | Pence | ||||
| Basic EPS | ||||||
| Earnings attributable to ordinary shareholders | (859,317) | 86,510,811 | (0.99) |
9. INVESTMENTS
| Listed investments | Unlisted investments | Total | ||||
| £ | £ | £ | ||||
| FAIR VALUE AMOUNT | ||||||
| At 1 January 2024 | 96,638 | 100,000 | 196,638 | |||
| Additions | - | - | - | |||
| Impairment | - | (96,537) | (96,537) | |||
| Disposals | (45,000) | - | (45,000) | |||
| Fair value movement | 37,344 | - | 37,344 | |||
| On 31 December 2024 | 88,982 | 3,463 | 92,445 | |||
| NET BOOK VALUE | ||||||
| At 31 December 2024 | 88,982 | 3,463 | 92,445 | |||
| At 31 December 2023 | 96,638 | 100,000 | 196,638 |
A ll unlisted in v estme nts held at the year-end w ere he ld at fair value us i ng L evel 3 of the Fair value hierarchy.
Unlisted investments as at 31 December 2024 comprised of Excalibur Medicines Ltd and Fixit Medical Ltd. A t year end, the share prices of Excalibur Medicin es Ltd and Fixit Medical Ltd co uld n ot be relia bly meas ured, and as su ch are he ld at co st less impairme nt. T here w ere impairment i n dicators n oted on the investment of Excalibur Medicines Ltd and Fixit Medical Ltd. D e tailed r eview of the in v estme nts and the pro gre ss has be en in c l ud ed in the Strate gic R ep ort.
All listed investments held as at 31 December 2024 were held at fair value using Level 1 of the Fair value hierarchy.
Listed investments as at 31 December 2024 comprised of Oscillate Plc. The valuation of Oscillate Plc (£88,982) is based on the share price at the year-end (2023: £96,638).
10. INTANGIBLES
| Right of first refusal | Total | |||||
| £ | £ | |||||
| COST | ||||||
| At 1 January 2024 | - | - | ||||
| Additions | 124,288 | 124,288 | ||||
| Impairment | - | - | ||||
| On 31 December 2024 | 124,288 | 124,288 | ||||
| CARRYING AMOUNT | ||||||
| At 31 December 2024 | 124,288 | 124,288 | ||||
| At 31 December 2023 | - | - | ||||
During the year, the company purchased the right of first refusal from GEM Energia Limited, in exchange for 35,510,811 shares issued in the company. The right of first refusal has been recognised at cost, being equal to the fair value of the shares issued.
The right of first refusal spans across multiple entities and projects of Green Energy Management Limited and GEM Energia Limited. As the intangible asset has an indefinite life, the intangible is subject to periodic review for impairment. No such impairment indicators were present at the year end.
11. TRADE A ND OTH ER RECEIVABLES
| 2024 | 2023 |
| £ | £ |
Curre nt:
O ther d e btors 20,000 47,023
O ther l oan - 55,386
Prepaymen ts and accru ed in co me 6,363 5,123
26,363 107,532
T h ere was no IF RS 9 e x pe cted cre dit l o ss impairment due to be r e co gnis ed in the current year or prior year.
12. CASH A ND CA SH E QUIV A LE NTS
2024 2023
£ £
Ba nk acco unts 7,273 118,843
| 13. | CA LLED UP SHARE C APITAL Al l otted, c a lled up and f u l ly paid | 2024 | 2023 | |
| £ | £ | |||
| 122,021,622 Ordinary shares of £0.00002 each | 2,439 | 1,730 | ||
| 710,082,349 A Deferred Shar es of £0.00008 each | 56,807 | 56,807 | ||
| 4,604,255 B Deferred S hares of £0.09128 each | 420,276 | 420,276 | ||
| 5,504,155 Deferred Shares of £0.01998 each | 109,973 | 109,973 | ||
| 589,495 | 588,786 |
During the year, 35,510,811 Ordinary shares were allotted (2023: no changes), on which the share premium amounted to £123,415, net of incidental costs of issuing the shares.
Ordin a ry:
T h e shares have attached to them full voting, divide nd and capital di strib uti on (in clu ding on winding up) righ t s; they do n ot co nfer
any righ ts of rede m pti o n.
Deferr e d:
T h e h olde rs of Defer r ed s hares s hall n ot be enti tled to re c eive any divid e nd or distr i bu tion and only be e ntitl ed to any re p ayment of capital on winding up o n ce the h olders of Ordin ary shar es have re c eived £1,000,000 in r e c eipt of each Ordinary s hare he ld by them.
| 14. | R E S E RV E S | S h are | Other | Retained | ||||
| pr em i um £ | r eser ves £ | earn i n gs £ | Totals £ | |||||
| A t 1 January 2024 | 1,946,995 | 46,116 | (2,377,383) | (384,272) | ||||
| Issue of share capital | 123,415 | - | - | 123,415 | ||||
| Deficit for the year | - | - | (251,521) | (251,521) | ||||
| A t 31 De c emb er 2024 | 2,070,410 | 46,116 | (2,628,904) | (512,378) | ||||
15. FIN A NCIAL LIABILITIES - BORROWINGS Non-c u rrent po rtion
2024 2023
£ £ Intere st bearing loans and b orr owings 60,133 19,907
Cu rrent po rtion
2024 2023
£ £ Intere st bearing loans and b orr owings 10,268 10,015
On 18 October 2024, the company signed an agreement to issue convertible loan notes up to the sum of £500,000, to be drawn in tranches of £50,000, at a coupon rate of 12% per annum. The first tranche of £50,000 was drawn down during the year.
The convertible loan note is redeemable in five years’ time, or earlier, subject to adequate notice and early repayment interest charges. The convertible loan note entitles the noteholder to convert the drawn down sum (and any accrued interest) into shares after 15 months from the date of the issue, and no later than 36 months from the date of the issue. No separate equity component was recognised in respect of the convertible loan note, as the conversion right is determined based on the company’s share price at the date of conversion and therefore the number of shares is variable.
Bank loans and overdrafts is in respect of a Business Bounce Back Loan taken out on 5 November 2020. The Company received a £50,000 Business Bounce Back Loan from the Co-Operative Bank plc. The loan is repayable over a period of 72 months with no repayments falling due within the first 12 months. Interest is payable at 2.5% over the duration of the loan although no interest was payable for the first 12 months.
16. TRADE A ND OTH ER PAYABLES
Curre nt:
2024 2023
£ £
T rade creditors 71,677 150,639
A cc ruals and deferred in come 31,174 37,938
102,851 188,577
17. R EL ATED PARTY DISCLOSURES
At the year end, Mr S Grant-Rennick, a director of the company, owed the company a loan balance of £nil (2023: £21,022). The loan was non-interest bearing, unsecured and payable in cash upon demand.
Barnardo Capital Limited, a company controlled by Felix Grant-Rennick, a close member of the family of Mr S Grant-Rennick, invoiced the company for consultancy services totalling £35,887(2023: £28,925) during the year, of which £1,387 (2023: £675) was reimbursement of expenses. Of the total amount invoiced, £24,000 (2023: £24,000) relates to the provision of a London office, which is occupied by all directors of the company.
During the year, the company issued convertible loan notes to Caledonian Holdings Plc (formerly Vela Technologies Plc), a shareholder of the company with a significant influence. The details regarding the convertible loan note is set out on note 15.
See details of directors’ emoluments in the report of the directors.
18. E V E NTS AFTER T HE REPORTING PE RIOD
Please re f er to the strate gic rep ort.
19. ULTIM ATE CONTROLLING PARTY
T he re was no sin gle co ntr olli ng party as at 31 De c emb er 2024 or 31 De c ember 2023.
20. SHARE OPTIONS AND W AR R AN TS
T h e company has a share o ption s c heme u n der w hich the o pti o ns to subs cri be for the company's shares are gran t ed to the dire ctors and other p ers o ns. The o pti o ns are e x ercis a ble at £0.05p, for a peri od of 5 years, vesting immediately on award. In t he event t hat all or part of su ch o ptio ns are e x ercis ed with in 5 years from the date of is suan c e, t hen t he h older shall re c eive, u p on e x ercise of each opti o n, o ne new b o nus o pti on with an e x ercise price of £0.10 eac h, e x piring on the 5th anniver sary of issue and vesti ng imme diately on award. T he w e i ghted ave rage remaining c o ntractual life of the s hare o pti o ns o u t stan ding at t he e nd of the period was 2 years and 6 months.
2024 Number WA EP £
O u tstan ding at be gin ning of year
20,162,772
0.05
Issu ed shar e options - -
Issu ed warrants - -
Nu mber vested and exer cisable at 31 December 20,162,772 0.05
Dire ctors O pti o ns I ss u ed to the Y ear E nd:
| N o of O pti o ns | S tr ike Pr ice | E xpi r y date | |
| S teve Win field | 4,500,000 | £0.05 | June-26 |
| S imon GR | 2,250,000 | £0.05 | June-26 |
| 6,750,000 |
No options were granted to the directors of the company in the current year or prior year.
21. FIN A NCIAL INS T RUME NTS
T h e Board of Dire ctors attribu te great imp ortan ce to profe ssio nal risk manage m ent, prop er u n de r stand i ng and n e g otiati on of appro priate terms a nd co nditions and active mo nitori ng, in c l ud i ng a th oro ugh analy sis of rep orts and fin a n cial state m ents a nd o ng oing revi ew of investme nts made.
T h e Company h as in v estme nt g uid elin es t hat s et o ut its overall bu sin e ss strate gies, its tolera n ce for risk a nd its g e n eral ri sk manageme nt p hilo s o phy and has estab lis hed proc es s es to mo nitor and co ntr ol t he e co n omic impact of these ri sks. T he Board of Dire ctors revi ew and agr ees p olicies for managing the ris ks as s u mmarised below.
T h e Company has e x p o s ures to t he following ris ks from finan cial i nstru m en t s:
- Credit ri sk
- Liquidity risk
- Market risk
- Price risk
T h e Company’s overall risk management proc e ss foc uses on the unpre di ctab i lity of finan c ial markets and s eeks to minimi se p otential a dverse effe cts on t he Company’s finan c ial p erforman ce.
T h e Company has no i ntere st rate derivative fin a n cial in strume nts (2023: n o ne).
T h e carrying valu es of the Comp a ny’s finan c ial a sse ts and l iabi l iti es are summari sed by categ ory be l ow:
| Financial assets by category: | 2024 | 2023 | |||
| £ | £ | ||||
| Assets held at amortised cost: | |||||
| Other debtors | 20,000 | 102,409 | |||
| Cash and cash equivalents | 7,273 | 118,843 | |||
| Assets held at fair value: | |||||
| Investments | 92,445 | 196,638 | |||
| 119,718 | 417,890 |
| Financial liabilities by category: | 2024 | 2023 | |||
| £ | £ | ||||
| Liabilities held at amortised cost: | |||||
| Trade and other payables | 102,851 | 188,577 | |||
| Borrowings | 70,401 | 29,922 | |||
| 173,252 | 218,499 | ||||
| T h e Company’s gains and los ses in re s pe ct of f inan c ial i nstr umen ts are summari sed bel ow: | |||||
| Fair value gains and losses | 2024 | 2023 | |||
| £ | £ | ||||
| On listed investments measured at fair value through profit and loss account | 37,344 | (64,425) | |||
| On unlisted investments measured at fair value through profit and loss account | (96,537) | (600,000) | |||
| (59,193) | (664,425) | ||||
