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(i) Basic earnings per share

From continuing operations attributable to the ordinary equity holders of the Company

Total basic earnings per share attributable to the ordinary equity holders of the Company

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29 July 2025

Eight Capital Partners plc

(" ECP ", " Eight Capital ", or the " Company ")

Annual Report and Financial Statements

For the year ended 31 December 2024

Eight Capital Partners plc (AQSE: ECP), the technology focused operating company that aims to build shareholder value predominantly through the growth of businesses engaged in fintech banking and asset management as well as other technology sectors announces its final results for the year ended 31 December 2024.

The Annual Report, Consolidated Accounts and Independent Auditor's Qualified Opinion can be found below. The full report will be available on the Company's website shortly. A separate announcement providing details of the 2024 Annual General Meeting will be made in due course.

Following publication of these results, the Company's shares will be restored to trading on the AQSE Growth Market.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please visit www.eight.capital or contact:

Eight Capital Partners plc

Dominic White, Chairman

Luciano Maranzana, Group CEO

info@eight.capital

Cairn Financial Advisers LLP

AQSE Corporate Adviser

Jo Turner / Liam Murray

+44 20 7213 0880

About Eight Capital Partners:

Eight Capital partners plc is a financial services operating company that aims to grow revenue through businesses engaged in "Fintech" operations including in the digital banking and lending sectors.

ECP seeks to grow its group revenue in these high growth fintech sub-sectors, which it expects to also increase in value, such that they generate an attractive rate of return for shareholders, predominantly through capital appreciation.

www.eight.capital

Eight Capital Partners operates one subsidiary business:

Epsion Capital:

Epsion Capital is an independent corporate advisory firm based in London with an extensive experience in UK and European capital markets. The team of senior and experienced ECM and M&A professionals is specialised across multiple markets, sectors and geographies and it prides itself on a commercial approach that allows the clients to achieve their growth ambitions. www.epsioncapital.com

Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identiﬁed by their use of terms and phrases such as "believe", "could", "should", "envisage'', "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reﬂect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Chairman's Report

Dear Shareholder,

This is the report on Eight Capital Partners Plc (the "Group" or "ECP") financial results for the year ended 31 December 2024 and on corporate developments that have occurred during the year and since the year end.

Vision

ECP is a technology focused operating company that aims to build shareholder value predominantly through the growth of businesses engaged in fintech banking and asset management as well as other technology sectors.

2024 was a year of sourcing and negotiating investment transactions, sale of the Company's 1AF2 Ltd listed bond asset, conversion of the remaining corporate debt into equity leaving the company debt free, and consolidation of the Company's shares.

ECP has two key areas of interest: digital lending and other services to SMEs, and, consolidation and digitisation of sub-scale asset managers.

The overriding theme on digital lending to SMEs is that there is an inadequate provision of SME lending and other services at reasonable pricing compared to high and increasing demand. The Company intends to create a pan-European (including the UK) SME digital lending platform with a banking licence, with the aim of establishing itself as a top-three SME working capital solutions and service provider in each of its core markets. In 2024 it worked hard to achieve this, having had discussions with several digital banks, and, SME fintech lenders, entering into non-binding term sheets and due diligence processes with two targets. The plan was to form an integrated capital sourcing, product manufacturing and distribution machine.

These transactions were not completed, however, the Company continues to source, analyse and as appropriate enter into non-binding investment agreements with the aim of completing such a transaction in the next 12 months.

The second key area of interest is in the consolidation and digitisation of sub-scale asset managers in Europe where the Directors believe there is opportunity to unlock value in what is a fragmented and operationally inefficient sector. Many of these firms struggle with rising regulatory costs, legacy technology, and limited distribution reach, which restricts their ability to scale and compete effectively. The Company's model focuses on acquiring or partnering with these managers, integrating them into a centralised, tech-enabled platform that delivers modern compliance, reporting, and client servicing infrastructure. It allows the growing group to benefit from operational synergies, enhanced margins, and improve client outcomes while initially preserving each firm's investment identity. As demand grows for transparent, digitally accessible, and cost-effective asset management solutions, this platform approach positions the Company at the forefront of a sector-wide transformation.

The team continues to analyse opportunities in the sector, and has two potential consolidation opportunities under consideration.

Given the size of the potential opportunities and need to move quickly once an agreement has been made by the Company to acquire a business, ECP is considering with its existing, and a series of potential new shareholders relating to raising acquisition capital equity and debt finance.

We expect to make an announcement relating to widening the shareholder base in the second half of 2025.

2024 Results

Through its subsidiary, Epsion Capital, the Group recorded revenues for the year under review of £48,000 (2023: £602,000). This income was further supplemented by ECP itself providing management services to certain investees and thereby recovering £22,000 (2023: £40,000) of overhead costs. Finance income less finance expenses was a net surplus of £212,000 (2023: surplus £264,000).

The Company together with its advisors has reviewed its investment holdings and expects to recover much of the value associated with them. However, given the environment of inflation and interest rates uncertainty as well as geopolitical concerns that are resulting in economic commercial headwinds, as well as the perceived instability of some of its debtors, the Company has applied fair value adjustments and impairment charges where necessary. The net movement in fair value of both realised and unrealised gains and losses on investments at fair value was a gain of £20,457,000 (2023: £14,562,000 loss) comprising £20,989,000 of unrealised fair value gain for the year in relation to the 1AF2 bond (explained further below), and £532,000 loss in relation to other investments. An impairment of other receivables of £106k held at amortised cost was recognised (2023: £554k).

Subsidiary activities

Epsion Capital Ltd ("Epsion"), our wholly owned UK Corporate Finance subsidiary, derived its income primarily from advising on M&A transactions generating £48,000 revenue. Innovative Finance S.r.l ("InnFin") our wholly owned Italian Corporate Finance subsidiary as advised in the previous year has been merged into Epsion.

Update on key asset: 1AF2 Bond Sale and Settlement Financial Instruments

In December 2024 the Group announced that it had entered into a binding agreement to sell its holding in the 1AF2 Bond to SFE Equity Investments SARL ("SFE EI") for an agreed price of EUR40 million (Settlement Price). SFE EI is a Luxembourg based securitisation entity specialising in investments in public companies and listed instruments. SFE EI is part of Societe Financiere Europeene SA, a finance organisation that comprises a diversified group of European investors ("SFE Group"). This was settled in listed financial instruments which can be liquidated over time (the Settlement Financial Instruments). The Settlement Financial Instruments are carried at acquisition cost in the accounts. The receipt of the Settlement Price is also supported by a corporate guarantee from SFE which is under pinned by the intrinsic value of its future discounted cashflows. The Settlement Price is further secured by securities and other assets originally pledged as collateral for the 1AF2 Bond from The Avantgarde Group.

The Directors have reviewed the fair value of the Settlement Financial Instruments held by the Company and, following due consideration, have concluded that it remains appropriate to carry these instruments at their acquisition cost. This assessment is based on a combination of contractual, financial, and strategic factors that provide a reasonable level of confidence in full recovery of the Settlement Price through sale or repayment.

These instruments were acquired in exchange for legacy debt holdings (the 1AF2 Ltd bond) pursuant to a binding transaction with a third-party financial group, as reported in the Company's RNS of 6 December 2024. The transaction established a fixed principal value under a legally enforceable agreement and is further supported by a corporate guarantee and security package that remains in place until the full value is realised.

The Directors have further considered the security arrangements and subordination structure attached to these instruments. The Company holds a senior claim, benefitting from priority repayment rights ahead of other junior stakeholders in these instruments. The overall security includes guarantees, listed equities, and other financial assets whose combined indicative value exceeds the Settlement Price. In addition, the Company has received an independent third-party valuation confirming that the counterparty to the transaction agreements is valued at more than twice the €40 million Settlement Price. These factors provide meaningful downside protection even under adverse scenarios.

The decision to maintain these instruments at acquisition cost is consistent with the economic substance of the transaction and ensures the balance sheet appropriately reflects the Company's rights under enforceable contracts. The Directors will continue to monitor the position and reassess the carrying value as appropriate in future periods.

Changes in Management Team

During the year under review, Gemma Godfrey stepped down as a director, in November 2024. Gemma adjusted her role to become a specialist fintech adviser to the Group due to increasing work commitments elsewhere. The Board wishes to thank Gemma for her contribution to the development of the Group.

Dominic White
Chairman

25 July 2025

Group Strategic Report

For the year ended 31 December 2024

The Directors present their strategic report for Eight Capital Partners Plc (the "Company") and its subsidiaries (together the "Group") for the year ended 31 December 2024.

Principal Activity

Eight Capital Partners Plc is a financial services group quoted on the Aquis Stock Exchange Growth Market ("AQSE"). Its shares were admitted to trading on AQSE on 3 July 2018. From 1 July 2021, it has been designated as a group operating in financial services. In the period prior to that date, the Company was designated as an Investing Company.

The Group's principal activity is to provide corporate finance services and investment funds to quoted and unquoted entities principally in the technology and financial services sectors with the objective of generating an attractive rate of return for its shareholders, predominantly through corporate advisory fee income from its subsidiaries, and new revenue streams and capital appreciation from investment in "fintech" businesses.

The closing price of the Company's shares at 31 December 2024 was 0.028 pence per share (2023: 0.0245 pence).

Business review

The Consolidated Statement of Comprehensive Income and Consolidated and Company Statement of Financial Position for the year are set out on pages 19 to 23 respectively. A review of developments affecting the Group during the year and of its prospects for the future appear in the Chairman's Statement on pages 3 to 4.

Financial key performance indicators

The Key Performance Indicators ("KPIs") for the Company are listed as follows:

	2024	2023

(Loss) / earnings per share (pence)	0.01	(0.01)
Revenue £000	48	602

Principal risks and uncertainties

The Group's strategy is to follow an appropriate risk policy, which effectively manages exposures related to the achievement of business objectives. The Board is responsible for approving the Group's strategy and determining the appropriate level of risk. The key risks which the Group faces are detailed as follows:

Business and investment performance risk

Business performance risk is the risk that the Group may not perform as expected either due to internal factors or due to competitive pressures in the markets in which they operate.

The Group seeks investments in companies with growth potential. The Directors identify suitable investment opportunities in accordance with its investment strategy.

By their nature, smaller businesses, whether quoted or unquoted, are more volatile than larger, more established businesses and less robust to withstand economic pressures. The risk is that the Group's investments may encounter circumstances that result in a loss of value which could in turn damage the Group's share price.
The Board is of the view that obtaining timely information on the position of its investments is the most effective management tool and to reduce this risk has put in place monitoring reports on the performance of, and regular dialogue with the boards of the Group's investments.

Valuation risk

Valuation risk is the risk that the value of the investment when made was overstated. The Board seeks to mitigate this risk by conducting due diligence on the history and prospects of investment targets and sourcing independent valuations and opinions. The risk is further mitigated by seeking to invest where there is a high valuation margin (valuation per share compared to price paid per share) and the prospect of early returns.

Market conditions

Market conditions, especially in the context of the ongoing Ukraine hostilities, rising inflation and interest rates, Brexit and the residual impact of the COVID-19 pandemic, may have a negative impact on the Group's ability to make investments in suitable entities which generate acceptable returns, or to disinvest in a timely manner such that acceptable returns can be realised.

This risk is mitigated by selecting quoted investments listed on liquid markets and unquoted investments where due diligence has indicated near term liquidity events.

Foreign exchange

The Group has made Euro-denominated investments. This may give rise to exposure to movements in the exchange rate between the Euro and GBP. Management will seek at all times to mitigate any latent exposure by active currency management. The Company is monitoring matters and seeking advice from foreign exchange specialists as to how to mitigate the risks arising if and when they may occur and would consider using derivatives to lock out exposures.

Directors' statement of compliance with duty to promote the success of the Group

The Directors believe they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term,

• Act fairly between the members of the Group,

• Maintain a reputation for high standards of business conduct,

• Consider the interests of the Group's employees,

• Foster the Group's relationships with suppliers, customers and others, and

• Consider the impact of the Group's operations on the community and the environment.

The Group is an early-stage investment company quoted on a minor exchange and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Group pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds. When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration as is clear from the portfolio set out in the Chairman's Statement.

This report was approved by the board on 25 July 2025 and signed on its behalf by.

Dominic White

Chairman

Directors' Report

For the year ended 31 December 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors
The Directors of the Company during the year and subsequently were:

Dominic White	Chairman
Martin Groak	Non-executive Director
Luciano Maranzana	Group Chief Executive Officer
Gemma Godfrey	Non-executive Director (resigned 6 November 2024)

The Directors' biographies can be found on page 12.

Dividends
The Directors do not recommend payment of a dividend for the year ended 31 December 2024 (2023: £nil).

Directors' remuneration
The total remuneration of the Directors for the year was as follows:

	Fees / Basic Salary	Other	Total 2024	Total 2023
	£000	£000	£000	£000

Dominic White*	90	-	90	90
Martin Groak**	12	13	25	28
Luciano Maranzana	66	-	66	155
Gemma Godfrey***	29	-	29	33

	197	13	210	306

*£20,000 of Dominic White's salary for 2024 was unpaid at year end (2023: £20,000).

**Included in the above are £13,200 in 2024 and 2023, relating to fees incurred by Marker Management Services Limited, a company controlled by Martin Groak.

*** Resigned 6 November 2024

The Director's remuneration is disclosed in full in the above table and is not linked to performance. The Directors are not entitled to any post-employment benefits, termination benefits or other long term benefits.

Directors' interests

The following Directors had interests in the shares of the holding Company at the end of the year:

	2024	2023
	No. of ordinary shares of 0.01p	No. of ordinary shares of 0.01p

Martin Groak	60,143,000	60,143,000
Dominic White*	150,904,260,253	150,904,260,253

*Held through Trumar Capital LLC, a company controlled by Dominic White.

Option scheme

At 31 December 2024, there were no share options issued to the Directors (2022: nil).

Events after balance sheet date

Details of significant events since the balance sheet date are contained in Note 27 to the financial statements.

Financial instruments

Details of the use of financial instruments by the Company are contained in Note 23 to the financial statements.

Substantial shareholdings

As far as the Directors are aware, as at 25 July 2025 the following shareholders are Company Directors or interested in 3% or more of issued share capital of the Company.

The figures shown below reflect the 4,000:1 capital reorganisation announced post year end on 23 January 2025.


Shareholder	Number of ordinary shares of 40p each	% of issued share capital
Dominic White*	37,726,065	79.13%
DL CED S.r.l.	3,784,807	7.94%
Martin Groak	15,035	0.03%

*Held through Trumar Capital LLC, a company controlled by Dominic White

Share capital

Details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in note 21. Each share carries the right to one vote at general meetings of the Company and carries no right to fixed income.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights. No person has any special rights of control over the Company's share capital and all issued shares are fully paid.

Charitable and political donations

The Company did not make any political or charitable donations during the year ended 31 December 2024 (2023: £nil).

Board diversity

During the year, the Board consisted of three male directors, and one female director (resigned 6 November 2024). Within the Group, other than the directors, there is only one female employee.

Health and safety

The Group is committed to providing a safe place of work for employees. Group policies are reviewed on a regular basis to ensure that policies regarding training, risk assessment, safe working and accident management are appropriate. There are designated officers responsible for health and safety and issues are reported at each board and executive meeting.

Greenhouse gas emissions

The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its operations during the year under review, it has not been practical to measure its carbon footprint. In the future, the Group will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically.

Going concern

At 28 June 2025, the Group had cash balances of approximately £4k and contractually agreed receivables over the next 12 months of circa £0.17 million. In addition, during the same period it expects to receive income from the settlement of the Settlement Financial Instruments and other historical transactions, which for the purposes of evaluating Going Concern, has been conservatively estimated as a minimum cash inflow of £1.7m over the year to July 2026, but is expecting to be paid more than £30m from its securities portfolio in the longer term.

The board noted that as at 30 June 2025 the group providing the original 1AF2 Ltd Bond security package, The AvantGarde Group S.p.A (TAG), who also owns a majority stake in the SFE group of companies and the counterparty to the 1AF2 Ltd bond acquisition, had new holdings and operations in a Nasdaq listed company Nuburu Inc. This listed public company has recently signed significant equity facilities with major investors such as Yorkville Advisers Global LP for up to 100 million USD. In addition to the above, a letter of support has been provided by the Company's principal shareholder, Trumar Capital LLC, providing additional comfort to the board that the Company has sufficient cash flow to cover requirements should there be any limitation to the recoverability of the Settlement Financial Instruments or revenue.

Whilst this provides no guarantee of income from its securities portfolio, the board feels that such connections further strengthen the Company's overall position in terms of future liquidations. These items together provides the board with confidence that there will be cash and other liquid assets forthcoming from SFE/TAG and the Company's other operating activities, to provide sufficient working capital for ECP for at least the next 12 months.

The Group's funding requirements (costs plus current creditors, offset by known and forecast fees to be earned from the opportunities in the sales pipeline) are not expected to exceed £0.2 million in the next 12 months. The Group plans to fund the forecasted cash outflow requirements through existing cash resources, contractual receivables, and the estimated cash inflows from the securities portfolio. At the time of this note there is no capex committed.

The Directors are therefore of the opinion that the Group has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.

Statement of directors' responsibilities

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with UK adopted international accounting standards.

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 Company, and of the profit and loss of the Group and Company for that period.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK adopted international accounting standards have been followed subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Group and Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors' report, Directors' Remuneration report and Corporate Governance statement that comply with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of disclosure of information to auditors

Each Director in office at the date of approval of this Directors' report confirms that:

• So far as the Director is aware, there is no relevant audit information of which the Group's auditor is unaware; and

• The Director has taken all the steps that he ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

Independent auditor

Bright Grahame Murray LLP have expressed their willingness to continue in office as auditor and will be proposed for reappointment at the next Annual General Meeting.

Board of Directors

As at the date of this report, the board of directors consisted of:

Dominic White

Chairman

• Member of the Institute of Financial Analysts.

• 24 years' experience in the investment sector.

• Held Board level investment positions at international institutions including Security Capital European Realty, Henderson Global Investors and Cordea Savills Invest Management.

Luciano Maranzana

Group Chief Executive Officer

• Over 30 years' experience in financial services.

• Senior board roles in investment management and asset management.

Martin Groak

Independent Non-executive Director

• Over 35 years of international business experience.

• Retired Chartered Accountant (ICAEW: 1978-2012).

• Multi-lingual, with a strong background in finance and financial control.

• Broad sectoral experience: oil exploration, energy, mining, logistics and physical trading.

• Formerly a director of five UK publicly listed companies. Currently non-executive director of Tanfield Group plc, an AIM quoted investment company focused on the engineering sector.

• Various Interim CFO positions, including managing the finances of the UK's second generation nuclear power station fleet.

This report was approved by the Board of Directors on 25 July 2025 and signed on behalf of the board by:

Dominic White

Chairman

Independent Auditors' Report To The Members of Eight Capital Partners Plc

Qualified opinion

We have audited the financial statements of Eight Capital Partners Plc (the 'company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Profit or loss and Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion, except for the effect of the matter described in the Basis for qualified opinion section of our report:

● the financial statements give a true and fair view of the state of the group's and of the company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

● the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

● the company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

The group's investment in the Settlement Financial Instruments as defined above is carried at the acquisition cost of £33,096,000 on the consolidated statement of financial position as at 31^st December 2024. We were unable to obtain sufficient appropriate audit evidence within the available timeline about the carrying amount of the group's investment in the Settlement Financial Instruments as at 31^st December 2024. The balance is material to the statement of financial position as is the fair value gain on investments shown on the statements of profit or loss. As we have been unable to obtain sufficient appropriate audit evidence we were unable to determine whether any adjustments to these amounts were necessary.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern

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. Our evaluation of the directors' assessment of the group's and company's ability to continue to adopt the going concern basis of accounting included a review of the forecast for a twelve month period from the date of signing the financial statements, including challenges made to the underlying assumptions and sensitised these, a review of management's

assessment of going concern including an evaluation of the forecasted cash inflows from opportunities in the pipeline and estimated cash inflows from the repayment of the investment bond which include the assets provided as security on the bond, and post year-end information impacting going concern.

In addition to the above procedures, we:

● Reviewed management's assessment of the recoverability of the Settlement Price considering the current value of the underlying security package pledged as per the transaction agreement,

● Reviewed and challenged the group's ability and likelihood of receiving minimum funds, from the underlying security package of the Settlement Financial Instruments, to discharge its existing current liabilities and the forecasted cash out flows over the going concern period;

● Reviewed and challenged the reasonableness of management's cash flow forecast in calculating its cash requirement over the going concern lookout period;

● Considered the availability of current assets, such of the group's listed investments, that could be liquidated to cash on short notice should it be required;

● Considered the impact of the post balance sheet matters, as set out in our Key Audit Matter below, on the cash flow forecast;

● Considered the impact of the matters related to our qualified opination as set out in our basis for qualified opinion above on the cast flow forecast; and

● Received letter of support and proof of funds from major shareholder to provide funding in place of the forecast revenue and bond financing.

Based on the work we have performed, we believe that the assurance provided by the major shareholder covers the uncertainties related to the Settlement Financial Instrument recoverability. Therefore, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. The scope of our audit was influenced by our application of materiality. The quantitative and qualitative threshold for materiality determines the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the group financial statements was set at £162,000 (2023: £112,000). In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take into account the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Materiality

Basis for materiality and rationale for the benchmark applied

Group materiality £162,000

(2023: £112,000)

Performance materiality £105,300 (2023: £112,000)

Company materiality £153,000 (2023: £112,000)

Performance materiality £99,450 (2023: £112,000)

7.5% of adjusted profit/(loss) was used, which is the midpoint in our acceptable range of 5-10%, reflecting our understanding of the business. Our basis for materiality was a change from the previous auditors, who had based it on gross assets. We have determined adjusted Profit as the most suitable benchmark as the this has been identified in FRC thematic review to be the most understood basis for investors of listed entities. Further to this the prior year audit required revisiting materiality due to adjustments made to the assets value. Our adjusted basis removed the fair value adjustments which are subjective variables and could impact our assessment of materiality. Management identity two KPIs one of which is earnings per share which further supports the notion that adjusted profit/(loss is the most appropriate basis.

The procedures performed on the two components, where we only scoped in specific account balances, were completed using the group materiality levels.

Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Performance materiality was set at 65% (2023: 70%) of overall materiality at the planning stage of the audit to ensure sufficient coverage for group and company reporting purposes. This was lower than the previous audit to reflect the increased risk of first year engagements and less familiarity with the companies' systems.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

The audit team performed a full scope audit of the company, and specific scope audit of the remaining two trading components. For each component in the scope of our group audit, we allocated a materiality that was less than our overall group materiality.

Performance materiality was determined at 65% (2023: 70%) of materiality for the group and company, based on our assessment of the relevant risk factors, the level of estimation inherent within the entities and our testing approach.

We agreed with the board of directors that we would report all corrected and uncorrected misstatements identified during the course of the audit in excess of £8,150 (2023: £5,645) for the group and £7,650 (2022: £5,645) for the company, in addition to other identified misstatements that warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements, for example in respect of assessing the judgments such as the measurement of the investment in bonds, going concern assessment, the carrying value of goodwill arising from the acquisitions made in the prior years, the carrying value and recoverability of investments in subsidiaries at the company level, and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Of the two components of the group, specific procedures were performed on the material and risk areas of both. Both the components were audited by the group audit team.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our scope addressed this matter

Investments of £33.1m in bonds - classification, valuation, and presentation (note 17)

The group holds significant investments in bonds. These are held at fair value through profit and loss following IFRS 9 and are valued in accordance with IFRS 13 and the fair value hierarchy.

There is the risk that these investments are not classified, valued, and presented in accordance with IFRS. Also, there is a risk around the recoverability of the investment in bonds.

Our work included, but was not limited to:

● Reviewed management's assessment of the classification of the listed bond as fair value through the profit and loss by understanding the terms of the listed bonds in the bond agreement and ensuring its classification in compliance with IFRS 9;

● Tested the movement of listed bonds in the year and tested any material movement to supporting documentation, and reviewed the underlying computation of each movement item.

● Reviewed management's assessment of fair valuation,

● Ensured fair valuation approach to be consistent with IFRS 13 and presentation of listed bonds as per fair value hierarchy;

● Ensured the disclosures in the accounts are appropriate as per IFRSs and complete; and

● Reviewed management's assessment of the recoverability of the bonds based on the group's legal position driven by the underlying agreements of the bond and management's assessment of the financial position of the bond issuer.

Based on our procedures performed, and through our challenge of management's assumptions, we were unable to form an opinion on the valuation of the bonds. As such we have qualified our opinion in respect of the carrying value of the bonds. Our preliminary work identified the need for reduction in the carrying value of the bond which consequently would have reduced the unrealised gain on investment recognised in the profit or loss but we have been unable to complete this work.

Management remain confident in the value of the bond and as such have not reduced the carrying value of the bond.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

● the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

● the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

● adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

● the parent company financial statements are not in agreement with the accounting records and returns; or

● certain disclosures of directors' remuneration specified by law are not made; or

● we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and company financial statements, the directors are responsible for assessing the group and the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

● We obtained an understanding of the group and company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and our application of cumulative knowledge and experience of the sector.

● We determined the principal laws and regulations relevant to the group and company in this regard to be those arising from Companies Act 2006, International Accounting Standards, AQSE regulations, UK and local employment laws, Bribery Act 2010, and Money Laundering regulations.

● We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and company with those laws and regulations. These procedures included, but were not limited to:

o enquiries of management, review of minutes, review of legal and regulatory correspondence, and review of regulated news service announcements.

● We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, including the potential for management bias identified in relation to the valuation of the investments and we addressed this by challenging the assumptions and judgements made by management when auditing those significant accounting estimates.

● As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; enquiries of management, review of minutes, and Regulatory News Service (RNS) announcements; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ahsan Miraj (Senior Statutory Auditor)

For and on behalf of Bright Grahame Murray

Statutory Auditor

114a Cromwell Road

Kensington

London SW7 4AG

25 July 2025

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024


			2024	2023
	Note		£000	£000

Revenue		4	48	6
Other operating income		7	22	40
Corporate advisory fees		5	(97)	(599)
Foreign exchange (losses) / gains		5	(1,344)	(244)
General expenses		5	(292)	(105)
Legal and professional fees		5	(362)	(254)
Rent and rates		5	(11)	(23)
Staff costs		5	(232)	(143)
Discontinued operations		6	-	(300)
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss		17	20,457	(14,317)
Goodwill impairment		14	-	(2,717)
Impairment of other receivables recognised at amortised cost		18	(106)	(554)
Profit / (loss) from operations			18,083	(19,210)

Finance income		10	294	874
Finance expense including debt modification gain or loss		10	(82)	(610)
Profit / (loss) before tax			18,295	(18,946)

Taxation		11	-	-
Profit / (loss) for the year			18,295	(18,946)

Other comprehensive income			-	-
Total comprehensive income			18,295	(18,946)

		2024	2023
		Pence	Pence
Earnings per share attributable to the ordinary equity holders of the parent
Basic	11	0.01	(0.01)
Diluted	11	0.01	(0.01)

The notes form part of these financial statements.

Consolidated Statement of Financial Position

As at 31 December 2024

				2024	2023
			Note	£000	£000

Assets
Non-current assets
Property, plant and equipment	15	-	15
Intangible assets	16	-	-
		-	15
Current assets
Trade and other receivables	18	153	487
Cash and cash equivalents		4	35
Current asset investments	17	33,138	14,517
		33,295	15,039
Total assets		33,295	15,054
Liabilities
Non-current liabilities
Loans and borrowings	23	-	-
Long term bonds	20	-	897
		-	897
Current liabilities
Bank overdraft		16	-
Trade and other liabilities	19	1,079	1,362
Loans and borrowings	23	867	-
		1,962	1,362
Total liabilities		1,962	2,259

Net assets		31,333	12,795

Issued capital and reserves attributable to owners of the parent	22
Share capital	21	20,042	20,042
Share premium reserve		21,999	21,999
Convertible debt option reserve		84	84
Retained earnings		(10,792)	(29,330)
TOTAL EQUITY		31,333	12,795

The financial statements were approved and authorised for issue by the board of directors on 25 July 2025 and were signed on its behalf by:

Dominic White

Chairman

The notes form part of these financial statements.

Company Statement of Financial Position

As at 31 December 2024

		2024	2023
Note		£000	£000
Assets
Non-current assets
Property, plant and equipment	15	-	3
		-	3
Current assets
Trade and other receivables	18	405	849
Cash and cash equivalents		-	27
Current asset investments	17	33,138	14,082
		33,543	14,958
Total assets		33,543	14,961
Liabilities
Non-current liabilities
Long term bonds	20	-	897
		-	897
Current liabilities
Bank overdraft		16	- -
Trade and other liabilities	19	884	713
Loans and borrowings	23	867	-
		1,767	713
Total liabilities		1,767	1,610

Net assets		31,776	13,351

		2024	2023
	Notes	£000	£000
Issued capital and reserves attributable to owners of the parent	22
Share capital	21	20,042	20,042
Share premium reserve		21,999	21,999
Convertible debt option reserve		84	84
Retained earnings		(10,349)	(28,774)
TOTAL EQUITY		31,776	13,351

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the parent company Statement of Comprehensive Income.

The Company's profit for the year was £18,425k (2023 £18,030k loss).

The financial statements were approved and authorised for issue by the board of directors on 25 July 2025 and were signed on its behalf by:

Dominic White

Chairman

The notes on pages form part of these financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2024

	Notes	Share capital	Share premium	Convertible debt option reserve	Retained earnings	Total attributable to equity holders of parent	Total equity
		£000	£000	£000	£000	£000	£000
At 1 January 2024		20,042	21,999	84	(29,330)	12,795	12,795
Comprehensive income for the year
Profit for the year		-	-	-	18,295	18,295	18,295
Discontinued activities		-	-	-	243	243	243

Total comprehensive income for the year		-	-	-	18,538	18,538	18,538
Contributions by and distributions to owners
Issue of share capital	22	-	-	-	-	-	-

Total contributions by and distributions to owners		-	-	-	-	-	-

At 31 December 2024		20,042	21,999	84	(10,792)	31,333	31,333

	Notes	Share capital	Share premium	Convertible debt option reserve	Retained earnings	Total attributable to equity holders of parent	Total equity
		£000	£000	£000	£000	£000	£000
At 1 January 2023		17,484	18,099	84	(10,384)	25,283	25,283
Comprehensive income for the year
Loss for the year		-	-	-	(18,946)	(18,946)	(18,946)

Total comprehensive income for the year		-	-	-	(18,946)	(18,946)	(18,946)
Contributions by and distributions to owners
Issue of share capital	21	2,558	3,900	-	-	6,458	6,458

Total contributions by and distributions to owners		2,558	3,900	-	-	6,458	6,458

At 31 December 2023		20,042	21,999	84	(29,330)	12,795	12,795

The notes form part of these financial statements.

Company Statement of Changes in Equity

For the year ended 31 December 2024

	Notes	Share capital	Share premium	Convertible debt option reserve	Retained earnings	Total equity
		£000	£000	£000	£000	£000
At 1 January 2024		20,042	21,999	84	(28,744)	13,351
Comprehensive income for the year
Profit for the year		-	-	-	18,425	18,425

Total comprehensive income for the year		-	-	-	18,425	18,425
Contributions by and distributions to owners
Issue of share capital	21	-	-	-	-	-

Total contributions by and distributions to owners		-	-	-	-	-
At 31 December 2024		20,042	21,999	84	(10,349)	31,776

The notes form part of these financial statements.

	Notes	Share capital	Share premium	Convertible debt option reserve	Retained earnings	Total equity
		£000	£000	£000	£000	£000
At 1 January 2023		17,484	18,099	84	(10,744)	24,923
Comprehensive income for the year
Loss for the year		-	-	-	(18,030)	(18,030)

Total comprehensive income for the year		-	-	-	(18,030)	(18,030)
Contributions by and distributions to owners
Issue of share capital	21	2,558	3,900	-	-	6,458

Total contributions by and distributions to owners		2,558	3,900	-	-	6,458
At 31 December 2023		20,042	21,999	84	(28,774)	13,351

The notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2024

			2024	2023
	Note		£000	£000
Cash flows from operating activities
Profit / (loss) for the year			18,295	(18,946)
Adjustments for
Depreciation of property, plant and equipment		15	3	7
Amortisation of intangible fixed assets		16	-	11
Equity settled current liability			-	41
Finance income		10	(294)	(874)
Finance expense		10	82	610
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss		23	(20,457)	14,562
Goodwill impairment		14	-	2,717
Impairment of other receivables at amortised cost		18	106	554
Release of contingent consideration		21	-	-
Net foreign exchange loss / (gain)			1,344	244
			(921)	(1,074)
Movements in working capital:
Decrease in trade and other receivables			591	113
(Decrease) / increase in trade and other payables			(367)	266
Cash used in operations			(697)	(695)

Net cash used in operating activities			(697)	(695)
Cash flows from investing activities
Purchases of property, plant and equipment		15	-	-
Proceeds on sale of financial assets		17	-	26
Discontinued activities			(6)	-
Interest received			656	839
Net cash from investing activities			650	865

Cash flows from financing activities
Repayment of loans			-	(20)
Proceeds from borrowings			-	73
Interest paid			-	(210)
Net cash used in financing activities			-	(157)
Net (decrease) / increase in cash and cash equivalents			(47)	13

Cash and cash equivalents at the beginning of year			35	22
Cash and cash equivalents at the end of the year			(12)	35

The notes on form part of these financial statements.

Excluded from the consolidated statement of cash flows are the following non-cash items included in the consolidated statement of financial position:

•Conversion of bond, debt liabilities, interest and other liabilities to equity of £nil (2023: £6.46m).

•Conversion of current receivables to current investments of £nil (2023: £0.8m).

A reconciliation of cash to net debt is set out in the notes.

Company Statement of Cash Flows

For the year ended 31 December 2024

			2024	2023
	Note		£000	£000
Cash flows from operating activities
Profit / (loss) for the year			18,425	(18,030)
Adjustments for
Depreciation of property, plant and equipment		15	3	-
Equity settled current liability			-	41
Finance income		10	(294)	(853)
Finance expense		10	82	613
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss		23	(20,457)	14,188
Impairment of investment in subsidiary companies		13	-	2,659
Impairment of other receivables at amortised cost		18	106	554
Net foreign exchange loss / (gain)			1,359	254
			(776)	(574)
Movements in working capital:
Increase in trade and other receivables			(62)	(27)
Increase / (decrease) in trade and other payables			89	(39)
Cash used in operations			(749)	(640)

Net cash used in operating activities			(749)	(640)
Cash flows from investing activities

Proceeds on sale of financial assets		17	-	26
Interest received			656	839
Net cash from investing activities			656	865
Cash flows from financing activities
Repayment of loans			-	(20)
Loans (to) / from subsidiary companies			50	(46)
Proceeds from bank borrowings			-	73
Interest paid			-	(210)
Net cash used in financing activities			50	(203)
Net increase / (decrease) in cash and cash equivalents			(43)	22

Cash and cash equivalents at the beginning of year			27	5
Cash and cash equivalents at the end of the year			(16)	27

The notes form part of these financial statements.

Excluded from the company statement of cash flows are the following non-cash items included in the company statement of financial position:

● Conversion of bond, debt liabilities, interest and other liabilities to equity of £nil (2023: £6.46m).

● Conversion of current receivables to current investments of £nil (2023: £0.8m).

A reconciliation of cash to net debt is set out at Note 25

Notes to the consolidated financial statements

For the year ended 31 December 2024

1. Accounting policies

1.1. General information

Eight Capital Partners Plc ("the Company") is a public limited company limited by shares and incorporated in England. Its registered office is Kemp House, 160 City Road, London, EC1V 2NX.

The Company's shares are traded on the Aquis Stock Exchange Growth Market under ticker ECP and ISIN number GB00BQD3MB22.

The consolidated financial statements of the Company consist of the following companies (together "the Group"):

Eight Capital Partners plc	UK registered company
Epsion Capital Limited	UK registered company
Innovative Finance S.r.l ("InnFin") (disposed of in 2024)	Italian registered company

1.2. Basis of preparation

These consolidated financial statements have been prepared and approved by the Directors in accordance with UK adopted international accounting standards.

The Company was classified as an investment vehicle for the period to 30 June 2021. On 1 July 2021 Eight Capital Plc changed its status from an investment vehicle to an operating company. As a result, and in accordance with IFRS 10, the Company's investments in subsidiaries have been consolidated from this date.

These consolidated financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of listed and unlisted investments at fair value.
These consolidated financial statements are presented in Pounds Sterling, rounded to the nearest thousand (£'000), which is the Company's presentation and functional currency.

The presentational currency for the Group is Pounds Sterling.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 2.

1.3. Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and all its subsidiaries ("the Group").

Subsidiaries include all entities over which the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control commences until the date that control ceases. Intra-group balances and any unrealised gains and losses on income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

The acquisition method of accounting is used to account for business combinations. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange, and the equity interests issued. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. Acquisition related costs are expensed as incurred. Where necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.

1.4. Going concern

1.5. New standards, amendments and interpretations not yet adopted

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2024 that have had a material impact on the Group.

Certain new accounting standards and interpretations have been issued but have not been applied by the Group in preparing these financial statements as they are not as yet effective. These standards are not expected to have a material impact on the Group in the current or future periods and on foreseeable future transactions.

1.6. Investments in subsidiaries

Investments in subsidiaries are held at cost less any impairment.

1.7. Goodwill

Goodwill on acquisition of subsidiaries represents the excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets and contingent liabilities acquired. Identifiable assets are those which can be sold separately, or which arise from legal rights regardless of whether those rights are separable. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but is tested annually, or when trigger events occur, for impairment and is carried at cost less accumulated impairment losses.

Impairment test of goodwill

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at cash generating unit level. Goodwill is allocated to those cash generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Group at which management monitors goodwill.

Cash generating units to which goodwill has been allocated (determined by the Group's management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash generating units are tested for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's (or cash generating unit's) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value in use. To determine the value in use, management estimates expected future cash flows from each cash generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures is directly linked to the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash generating unit and reflect current market assessments of the time value of money and asset specific risk factors.

Impairment losses for cash generating units reduce first the carrying amount of any goodwill allocated to that cash generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit.

With the exception of goodwill, all assets are subsequently reassessed for indications an impairment loss previously recognised may no longer exist. An impairment loss is reversed if the asset's or cash generating unit's recoverable amount exceeds its carrying amount.

1.8. Foreign currency

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. Foreign exchange gains and losses are presented on the face of the income statement.'

The results and financial position of Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position;

● income and expenses for each Income Statement presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

● all resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

1.9. Intangible assets

Computer software acquired in a business combination that qualify for separate recognition are recognised as intangible assets at their fair values.

Subsequent measurement

All finite life intangible assets are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date.

The following useful lives are applied:

Software -: 3 - 5 years

When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset and is recognised in profit or loss within other income or other expenses.

1.10. Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:

Furniture, fittings and computer equipment 3 - 8 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

1.11. Borrowing costs

Borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.12. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.13. Financial instruments

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Classification
Financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. At initial recognition, the Group measures its financial assets at amortised cost which comprise 'trade and other receivables' and 'cash and cash equivalents'.

A financial asset shall be measured at amortised cost if both of the following conditions are met:

•the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; 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.

Recognition and measurement

At initial recognition, an entity shall measure a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset.

At initial recognition, an entity shall measure trade receivables at their transaction price if the trade receivables do not contain a significant financing component.

Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of the ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Derecognition also takes place for certain assets when the Group writes off balances pertaining to the assets deemed to be uncollectible.

Impairment of financial assets

IFRS 9 mandates the use of an expected credit loss model to calculate impairment losses rather than an incurred loss model, and therefore it is not necessary for a credit event to have occurred before credit losses are recognised. The new impairment model applies to the Group's financial assets and loan commitments. The Group recognises lifetime expected credit losses ("ECL") when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to the 12 month ECL.

The Group is satisfied that the credit risk of its financial assets has not significantly increased and no provision for losses is required. The Group has concluded this on the basis of ongoing monitoring of the credit status of bank counterparties and the long term operating relationships that the Group has with the other debtor counterparties.

Listed investments

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included as listed investments. Instruments included in quoted investments, which for the Company comprise AIM and AQSE investments. Changes in fair value are recognised in profit or loss.

Where there is no active market for listed investments categorised at Level 3 of the Fair Value Hierarchy, the investments are measured at fair value using a range of unobservable inputs based on a valuation of the underlying securities related to the investments and by comparison to a discounted cash flow analysis. Full details of the methodology used are set out in Note 17. Changes in fair value are recognised in profit or loss.

Unlisted investments

Unlisted investments that are not publicly traded and whose fair value cannot be measured reliably, are measured at cost less impairment.

Loans and receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Trade receivables are held with the objective of collecting the contractual cash flows. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method, less provision for impairment. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

Due to the short term nature of the other current receivables, their carrying amount is considered to be the same as their fair value.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid investments with maturities of three months or less. In the consolidated Statement of Financial Position, bank overdrafts are shown within borrowings in current liabilities.

Financial liabilities

Basic financial liabilities include trade and other payables.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Payables are classified as current liabilities if payment is due within one year. If not, they are presented as non current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Long-term bonds

Bonds are a form of fixed interest borrowing over a pre determined period. The Company makes use of tradeable bonds to fund investments in unlisted entities and for general overheads.

4.8% Bonds

On 2 September 2021, the Company issued bond notes to raise up to €25m on the Vienna Stock Exchange's multilateral trading facility ("MTF") (4.8% Bonds). The principal terms of the 4.8% Bonds are as follows:

- Issue price and redemption at par;

- Interest of 4.8% per annum paid quarterly in arrears;

- Issue date of 3 September 2021 with a redemption date of 3 September 2026.

On 6 November 2024 the Company announced that it planned to convert the remaining 4.8% bonds into equity. Accordingly the remaining bonds are reported in current liabilities in the current year.

Accounting for Conversion and Restructuring of Bonds

The conversion of the bonds during the prior year gave rise to a modification gain owing to a reduction in total liabilities upon measuring the bonds based on a discounted cash flow analysis of the future liabilities based on the original effective interest rate. The modification loss was assessed at £0.16k (2023: £0.33m) and has been reported within finance costs in the Consolidated Statement of Comprehensive Income.

Share Capital

Share Capital consists of two classes of share: ordinary shares and deferred shares.

Both classes of share are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. Ordinary shares bestow full rights on shareholders.

On 23 July 2018, each of the existing ordinary shares of 0.25 pence were sub-divided into one new ordinary share of 0.01 pence and one deferred share of 0.24 pence.

The deferred shares do not entitle their holders to receive notice of or to attend or vote at any general meeting of the Company, or to receive any dividend or other distribution. On a return of capital on a winding up or dissolution of the Company, the holders of the deferred shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after the holders of new ordinary shares have received £100,000 per new ordinary share.

The holders of deferred shares are not entitled to any further right of participation in the assets of the Company. The Company shall have the right to purchase the deferred shares in issue at any time for no consideration. As such, the deferred shares effectively have no value. Share certificates were not issued in respect of the deferred shares, and they have not been admitted to trading on the Aquis Stock Exchange Growth Market.

Convertible Loan Notes

The convertible loan note ("CLN") is a financial instrument that can be converted to share capital at the option of the holder. As the facility can only be converted to equity at the end of the term or earlier, it has been recognised in equity only, with no liability component.

1.14. Revenue

Revenue represents the consultancy fees for investment advisory services provided to clients.

To determine whether to recognise revenue, the Group follows a 5-step process:
1 Identifying the contract with a customer
2 Identifying the performance obligations
3 Determining the transaction price
4 Allocating the transaction price to the performance obligations
5 Recognising revenue when/as performance obligation(s) are satisfied.

Revenue is recognised when the Group satisfies performance obligations upon the completion of the services to its customers. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

1.15. Other income

Other income is derived from recharging to investee companies' certain costs associated with the investment process or recharging for the use of the Company's own resources. It is classified as other income on the face of the income statement and is recognised when the Company's right to receive payment is established.

1.16. Interest income

Interest on debt securities held at fair value through profit and loss is accrued on a time proportionate basis, by reference to the principal outstanding and the effective interest rate applicable, which is the rate that discounts estimated future cash receipts over the expected life of the debt security to its net carrying amount on initial recognition. Interest income is recognised gross of withholding tax, if any.

Interest income on unquoted debt securities is recognised as a separate line item in the statement of comprehensive income and classified within investing activities in the cash flows statement.

1.17. Interest payable

Interest payable on both quoted and unquoted debt instruments held at fair value through profit and loss is accrued on a time proportionate basis, by reference to the principal outstanding and the effective interest rate applicable.

In the case of interest payable on long-term bonds, where a proportion of those bonds is issued to third parties and the balance issued to the Company, interest on the total number of bonds issued must be paid in the first instance to the Paying Agent prior to the due date. The amount of interest relating to the bonds issued to the Company is then remitted back to the Company on the due date. Only the net interest burden (the total interest less the amount remitted back to the Company) is recognised in the income statement.

1.18. Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.

The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period and is the amount of income tax payable in respect of the taxable profit for the year or prior year.

Deferred tax is recognised on all timing difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and labilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

1.19. Segmental reporting

An operating segment is a component of the Group that engages in business activity from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with and of the Group's other components. All operating segments' operating results, for which discrete financial information is available, are reviewed regularly by the Group's Board to make decisions about resources to be allocated to the segment and assess its performance. The Group reports on a two segment basis: holding company expenses and corporate advisory services.

2. Critical accounting estimates and judgements

Management makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Critical estimates in applying the entity's accounting policies

(a) Carrying value of investments

The Company is required to make judgments over the carrying value of investments in unquoted companies where fair values cannot be readily established and evaluate the size of any impairment required.

It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management's significant judgement in this regard is that the fair value of their investment represents their cost less impairment.

Further details relating to management's assessment of the carrying value of unlisted investments can be found in the Strategic Report and Note 17. Following the valuation exercise undertaken in relation to the Company's unlisted investments categorised at level 3 of the Fair Value Hierarchy, a fair value gain of £20.4m (2023: £14.6m loss) was reported in the Consolidated Statement of Comprehensive Income in relation to the Settlement Financial Instruments (formerly 1AF2 Bonds).

(b) Carrying value of bonds

During the prior year the Company carried out a conversion of its bond liabilities to equity (See Note 21) and a restructuring in the prior year. As part of the Bond conversion and restructuring exercises a discounted cash flow analysis was undertaken against the debt facility, calculating the present value of revised cash flows at the original effective interest rate. As part of the review a modification loss was recognised in the Consolidated Income Statement of £16k (2023: £0.33m) which increased the value of the bond liability by the same amount.

An impairment of £nil was assessed for the year ended 31 December 2024 (2023: £2.71m, including now disposed Innovative Finance SRL) in relation to the forecast performance of Epsion Capital Limited.

In the Company an impairment loss of £nil was assessed for the year ended 31 December 2024 (2023: £2.66m) in relation to the valued of Innovative Finance SRL.

(d) Going concern

3. Segmental analysis

The Directors are of the opinion that under IFRS 8 - "Segmental Information" the Group operated in two primary business segments in 2024 being holding company expenses and corporate advisory services. The secondary segment is geographic. The Group's losses and net assets by primary business segments are shown below.

Segmentation by continuing business:
	2024	2023
	£000	£000

Profit / (Loss) before income tax
Holding company	18,425	(18,030)
Corporate advisory services	(130)	(916)

	18,295	(18,946)
Net assets
Holding company	31,776	13,351
Corporate advisory services	(443)	(545)

Segmentation by geographical area:

	2024	2023
	£000	£000

Revenue from external customers
United Kingdom	10	489
US	38	-
Other	-	113
	48	602
Profit / (Loss) before income tax
United Kingdom	18,295	(18,646)
Italy	-	(300)

	18,295	(18,946)
Net assets / (liabilities)
United Kingdom	31,333	13,027
Italy	-	(232)

	31,333	12,795

4. Revenue

	2024	2023
	£000	£000

Group
Revenue from external customers	48	6

	48	6

Revenue represents the consultancy fees for investment advisory services provided to clients.

5. Expenses

	2024	2023
	£000	£000

Group
Corporate advisory fees	97	599
Foreign exchange losses / (gains)	1,344	244
General expenses	292	105
Legal and professional fees	362	254
Rent and rates	11	23
Staff costs	232	143
Discontinued operations	-	300

	2,338	1,668

General expenses comprise a variety of costs including business development, stock exchange costs, commission, and travel costs.

6. Discontinued operations

	2024	2023
	£000	£000

Group
Revenue from external customers	-	596

Legal and professional fees	-	101
Rent and rates	-	61
Staff costs	-	192
Other costs	-	297
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss	-	245

Loss from discontinued operations in relation to Innovative Finance S.r.l disposal	-	300

7. Other income

	2024	2023
	£000	£000

Group
Other income	22	40

	22	40

Other income comprises fees for management services provided to third party investees.

8. Auditor remuneration

	2024	2023
	£000	£000

Group
Auditors' remuneration:
- Audit fees	45	75

	45	75

9. Staff costs

	2024	2023

Group
The average number of persons (including executive directors) employed by the Group during the year	4	8

	2024	2023
	£000	£000
Wages and salaries	17	21
Directors' fees	210	306
Social security costs	5	4
Other	-	4

	232	335
Company
Wages and salaries	17	31
Director fees	210	105
Social security	5	5
Other	-	-

	232	141

10. Interest income and expense

	2024	2023
	£000	£000

Group
Finance income
Interest income on Settlement Financial Instruments / 1AF2 Bond	294	874
	294	874
Finance costs
Other finance expenses	(66)	(277)
Debt modification (loss) / reversal	(16)	(333)
	(82)	(610)

Other finance expenses and the debt modification (loss) / reversal relate to the net interest burden and modification adjustment on restructuring to the Company of the 7% and the 4.8% bonds issued by the Company on the Vienna Stock exchange during 2019, 2021, 2022, 2023 and 2024 respectively and described more fully in Note 21 below.

11. Income tax

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Factors affecting the tax expense / (credit)

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

	2024	2023
	£000	£000

Profit / (Loss) before income tax	18,295	(18,946)
Profit / (Loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)	4,574	(4,737)
Effects of:
Net unrealised losses / gains on investments	(5,088)	4,458
Disallowed expenses	10	4
Losses carried forward for year	504	275

	-	-

The Group has tax losses of approximately £15.4m (2023: £13.5m) to carry forward against future profits. The Directors have not recognised a deferred tax asset on the losses to date due to the uncertainty of recovery.

Factors that may affect future tax charges

The UK corporation tax at the standard rate for the year is 25.0% (2023: 25.0%).

12. Earnings per share

13. Investments in subsidiaries

Company
	Shares in group undertakings
Cost	£000
At 1 January 2023 and 31 December 2023	3,810

Disposal of Innovative Finance S.r.l	(3,710)
	-
At 31 December 2024	100

Company
	Shares in group undertakings
Provision for impairment	£000
At 1 January 2023	1,151
Impairment of Innovative Finance S.r.l and Epsion Capital Limited	2,659
At 31 December 2023	3,810
Disposal of Innovative Finance S.r.l	(3,710)
At 31 December 2024	100

Net Book Value
At 31 December 2024	-
At 31 January and 31 December 2023	-

At 31 December 2024, the Group consisted of a parent company, Eight Capital Partners plc, registered in England and Wales and its one wholly owned subsidiary Epsion Capital Limited.

Subsidiaries

Epsion Capital Limited
Registered Office: 27 Old Gloucester Street, London, WC1N 3AX
Nature of business: Financial intermediation.

Class of shares	% holding
Ordinary shares	100 (2023:100)

	2024	2023
	£000	£000

Aggregate capital and reserves	(443)	(313)

The Company has guaranteed all outstanding liabilities of the subsidiary company as at 31 December 2024, this provides the subsidiary company with an exemption from audit under Section 479A of the Companies Act 2006.

The financial statements for Epsion Capital Ltd were for the 364 days ended 30 December 2024. The period was different to the consolidated accounts in order to extend the accounts filing deadline at the Registrar of Companies.

Innovative Finance S.r.l- disposed of 2024

Registered Office: Via Turati 26 20121 Milano Italy

Nature of business: Financial Advisory

Class of shares	% holding
Ordinary shares	nil (2023: 100)

	2024	2023
	£000	£000

Aggregate capital and reserves	-	(232)

As at 31 December 2024 the Board assessed the investment value of the subsidiary based on current projections and took the decision to impair the value of the investment by £nil (2023: £2.66m, including Innovative Finance Srl).

14. Goodwill

Group

Cost	£
At 1 January 2023 and 31 December 2023	3,867
Disposal of Innovative Finance S.r.l	(3,808)
At 31 December 2024	59

Provision for impairment	£
At 1 January 2023	1,150
Impairment of goodwill in relation to Innovative Finance S.r.l and Epsion Capital Lt	2,717
At 31 December 2023	3,867
Disposal of Innovative Finance S.r.l	(3,808)
At 31 December 2024	59

Net book value
At 31 December 2024	-
At 31 December 2023	-
At 31 January 2023	2,717

The goodwill at 31 December 2024 represents the goodwill recognised at 1 July 2021, in relation to the purchase of the Company's subsidiary company Epsion Capital Limited less impairment to date.

During the year the Company disposed of the other subsidiary Company: Innovative Finance S.r.l.-

The goodwill is not amortised but is reviewed on an annual basis for impairment, or more frequently if there are indications that goodwill might be impaired. The impairment review comprises a comparison of the carrying amount of the goodwill with its recoverable amount (the higher of fair value less costs to sell and value in use).

An impairment of £nil was assessed for the year ended 31 December 2024 (2023: £2.72m, including Innovative Finance srl) in relation to the forecast performance of Epsion Capital Limited .

15. Property, plant and equipment

Group
		Furniture and Equipment
	£000
Cost or valuation
At 1 January 2023	24
Disposals	-
At 31 December 2023	24
Disposals	(20)
At 31 December 2024	4

	£000
Accumulated depreciation and impairment
At 1 January 2023	2
Charge for year	7
At 31 December 2023	9

Charge for year	3

Additions / (Disposals)	(8)
At 31 December 2024	4

Net book value

At 31 December 2023	15
At 31 December 2024	0

Company
		Furniture and Equipment
	£000
Cost or valuation
At 1 January 2023	4
Disposals	-
At 31 December 2023	4
Disposals	-
At 31 December 2024	4

	£000
Accumulated depreciation and impairment
At 1 January 2023	1
Charge for year	-
At 31 December 2023	1

Charge for year	3
At 31 December 2024	4

Net book value

At 31 December 2023	3

At 31 December 2024	0

16. Intangible assets

Group

	Goodwill	Computer software	Total
	£000	£000	£000
Cost
At 1 January 2023, 31 December 2023 and 31 December 2024	3,867	13	3,880

	Goodwill	Computer software	Total
	£000	£000	£000
Accumulated amortisation and impairment
At 1 January 2023	1,150	2	1,152
Charge for the year - owned	-	11	11
Impairment charge	2,717	-	2,717

At 31 December 2023	3,867	13	3,880
Charge for the year - owned	-	-	-
Impairment charge	-	-	-

At 31 December 2024	3,867	13	3,880
Net book value
At 1 January 2023	2,717	11	2,728
At 31 December 2023	-	-	-
At 31 December 2024	-	-	-

17. Current asset investments

The table below sets out the fair value measurements. Categorisation has been determined on the basis of listed or unlisted investments as follows:

Group	Unlisted Investments	Listed Investments	Total
	£000	£000	£000

Fair value at 1 January 2023	-	28,785	28,785
Additions	-	810	810
Disposals	-	(26)	(26)
Fair value loss on listed investments	-	(14,562)	(14,562)
Foreign exchange adjustment	-	(490)	(490)
Fair value at 31 December 2023	-	14,517	14,517
Disposals	-	(150)	(150)
Discontinued operations	-	(285)	(285)
Fair value gain on investments	-	20,457	20,457
Foreign exchange adjustment	-	(1,401)	(1,401)
Fair value at 31 December 2024	-	33,138	33,138

Gains / (losses) on investments held at fair value through profit or loss
Year end 31 December 2023
Fair value adjustment	-	(14,562)	(14,562)
Net gain / (loss) on investments held at fair value through profit or loss	-	(14,562)	(14,562)

Year end 31 December 2024
Fair value adjustment	-	20,457	20,457
Net gain on investments held at fair value through profit or loss	-	20,457	20,457

Company	Unlisted Investments	Listed Investments	Total
	£000	£000	£000

Fair value at 1 January 2023	-	28,785	28,785
Disposals	-	(26)	(26)
Fair value loss on investments	-	(14,188)	(14,188)
Foreign exchange adjustment	-	(489)	(489)
Fair value at 31 December 2023	-	14,082	14,082
Disposals	-	-	-
Fair value gain on investments	-	20,457	20,457
Foreign exchange adjustment	-	(1,401)	(1,401)

Fair value at 31 December 2024	-	33,138	33,138
Gains / (losses) on investments held at fair value through profit or loss
Year end 31 December 2023
Fair value adjustment	-	(14,188)	(14,188)
Net loss on investments held at fair value through profit or loss	-	(14,188)	(14,188)

Year end 31 December 2024
Fair value adjustment	-	20,457	20,457
Net gain on investments held at fair value through profit or loss	-	20,457	20,457

Fair value measurement

The table below sets out the fair value measurements using the fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

There were no transfers between categories during the period.

Group	2024	2023
	£000	£000

Categorised as
Level 1 - quoted investments	42	574
Level 2 - unquoted investments valued using quoted prices	-	-
Level 3 - unquoted investments and illiquid quoted investments	33,096	13,943

	33,138	14,517

Company	2024	2023
	£000	£000

Categorised as
Level 1 - quoted investments	42	574
Level 2 - unquoted investments valued using quoted prices	-	-
Level 3 - unquoted investments and illiquid quoted investments	33,096	13,508

	33,138	14,082

Level 1 Underlying securities valuation methodology

Quoted shares of £42k (2023: £574k) were priced by the mid-point share price as at the reporting date.

Level 3 Valuation Methodology

Unquoted investments of £33,096k (2022: £13,943k), were valued based on management's estimate of the expected cash flows from the underlying quoted security package investments discounted using a Weighted Average Cost of Capital ('WACC').

The unquoted investments are part of a bond issuance of up to €100m of which the Company holds €40m and IWEP Ltd holds €33.05m. Securities pledged for the bond issuance is a mixture of quoted and unquoted shares and the fair value of these were assessed at €6.5m at year end (2023: €15,534k). The securities pledged can be called upon in the event of failure of the listed investment not performing. In this context performing means paying interest within a period of when it falls due and repaying the principal at maturity. The securities pledged for the total security package include unquoted shares valued at €nil (2023: €7,000k).

The WACC included the following elements:

Risk-free rate - calculated as the 12 months weighted average value of the 10 Year US Government Bond.

Equity risk premium - sourced from Ashwath Damodaran, a Professor of Finance at the Stern School of Business at New York University who is recognised as a provider of comprehensive data for valuation purposes.
Beta- calculated as the median of the betas (2 years, weekly) observed in a panel of comparable listed companies operating in the regulatory and ICT industry.

Small size premium - in order to take into account the different size of the Company compared to the Comparable.
Execution risk premium- in order to reflect the risk related to the projections.

Country risk premium - reflecting the risk related to the main regional areas where the company operates.

Cost of debt - equal to the sum of risk-free rate, the spread resulting from the S&P credit spreads of the comparable and the Italian default spread.

Tax rate - equal to the Italian corporate tax rate of 24% (2023:15.9%).

Inflation rate - WACC was converted from USD to EUR by using the inflation rates in both jurisdictions.

Each scenario produced a different WACC, ranging from 15.2% to 17.6% (2023: 16.1% to 17.5%).

Long Term Growth Rate ('LTGR') was prudently set at 1.5% (2023: 1.5%).

Using a range of WACC rates and applying the DCF method, the resulting valuations were between €100m and €105m (2023: €15.5m and €15.6m). The mid-range was taken as the average.

Summaries of the unobservable inputs used in the WACC calculations and sensitivity analysis for 2024 and 2023 are set out on the following pages.

2024	Scenario
	Base	1	2	3
Risk Free Rate	4.3%	4.3%	4.3%	4.3%
Market Risk Premium	5.1%	5.1%	5.1%	5.1%
Beta Unlevered	1.10	1.10	1.10	1.10
D/E Target	1.0%	1.0%	1.0%	1.0%
Tax Rate	24.0%	24.0%	24.0%	24.0%
Relevered Beta	1.10	1.10	1.10	1.10
Additional Risk Premium	6.2%	6.7%	7.7%	8.7%
Cost of Equity (Ke)	16.2%	16.7%	17.7%	18.7%
Base rate	4.3%	4.3%	4.3%	4.3%
Default spread	1.5%	1.5%	1.5%	1.5%
Spread	3.8%	3.8%	3.8%	3.8%
Gross cost of Debt	9.6%	9.6%	9.6%	9.6%
Tax rate	24.0%	24.0%	24.0%	24.0%
Net cost of Debt (Kd)	7.3%	7.3%	7.3%	7.3%
E/(E+D)	98.6%	98.6%	98.6%	98.6%
D/(E+D)	1.4%	1.4%	1.4%	1.4%
WACC (USD)	16.0%	16.5%	17.5%	18.5%
US inflation	3.2%	3.2%	3.2%	3.2%
WACC Real	12.5%	12.9%	13.9%	14.8%
EU inflation	2.4%	2.4%	2.4%	2.4%
WACC (EUR)	15.2%	15.6%	16.6%	17.6%

2023	Scenario
	Base	1	2	3
Risk Free Rate	5.3%	5.3%	5.3%	5.3%
Market Risk Premium	5.5%	5.5%	5.5%	5.5%
Beta Unlevered	1.06	1.06	1.06	1.06
D/E Target	1.0%	1.0%	1.0%	1.0%
Tax Rate	15.9%	15.9%	15.9%	15.9%
Relevered Beta	1.07	1.07	1.07	1.07
Additional Risk Premium	5.2%	5.5%	6.0%	6.6%
Cost of Equity (Ke)	16.3%	16.6%	17.1%	17.7%
Base rate	5.3%	5.3%	5.3%	5.3%
Default spread	1.5%	1.5%	1.5%	1.5%
Spread	3.8%	3.8%	3.8%	3.8%
Gross cost of Debt	10.6%	10.6%	10.6%	10.6%
Tax rate	15.9%	15.9%	15.9%	15.9%
Net cost of Debt (Kd)	8.9%	8.9%	8.9%	8.9%
E/(E+D)	98.6%	98.6%	98.6%	98.6%
D/(E+D)	1.4%	1.4%	1.4%	1.4%
WACC (USD)	16.2%	16.5%	17.0%	17.6%
US inflation	4.1%	4.1%	4.1%	4.1%
WACC Real	11.7%	11.9%	12.4%	13.0%
EU inflation	4.0%	4.0%	4.0%	4.0%
WACC (EUR)	16.1%	16.4%	16.9%	17.5%

18. Trade and other receivables

	2024	2024	2023	2023
	£000	£000	£000	£000
	GROUP	COMPANY	GROUP	COMPANY

Non-current
Other receivables	-	-	-	-

	-	-	-	-

Current
Trade receivables	-	-	32	26
Other receivables	33	33	452	383
Prepayments	-	-	3	3
Related party	120	120	-	-
Intercompany	-	252	-	437

	153	405	487	849

The directors consider that the carrying amount of receivables is not materially different to their fair value.

The Intercompany receivable comprises £252k (2023: £437k) due from a subsidiary undertaking which is repayable on demand and which the Company expects to recover in full.

During the year other receivables totalling £97k were impaired in full in relation to the close down of Innovative Finance S.r.l and the administration of Sifal Ltd (2023: £554k comprising £163k accrued interest on the 1AF2 bond due in July 2024 and £391k in relation to the sale of Finance Partners Group due from The Avantgarde Group) were impaired in full

19. Trade and other payables

	2024	2024	2023	2023
	£000	£000	£000	£000
Current	GROUP	COMPANY	GROUP	COMPANY
Trade payables	426	263	946	343
Taxation and social security	36	33	163	2
Accruals and other payables	400	371	253	134
Related party	217	217	-	-
Intercompany	-	-	-	234

	1,079	884	1,362	713

The intercompany trade payables are interest free and repayable on demand.

20. Long-term Bonds

Group and Company	2024	2023
	£000	£000

Opening balance at 1 January	897	5,807
4.8% bonds issued	-	1,352
4.8% bonds converted to share capital	-	(1,866)
7% bonds converted to share capital	-	(4,531)
Interest modification loss / (gain)	(16)	333
Reclassification as short term borrowings	(867)	-
Foreign exchange gain / (loss)	(14)	(198)

Closing balance at 31 December	-	897

The Company launched 5,000 bonds of €1,000 each (the "7% Bonds") to raise up to €5 million on the Vienna Stock Exchange's multilateral trading facility ("MTF") on 26 July 2019. The principal terms of the Bonds were as follows: Issue price and redemption at par; Interest of 7% per annum paid semi-annually in arrears; Issue date of 26 July 2019 with a redemption date of 26 July 2022 (subsequently extended to 2026 -see below).

On 19 May 2022, the Company issued 5,000 7% Bonds of €1,000 (New 7% Bonds) each to various Bondholders, within the same issuing structure and on the same terms as the original 7% Bonds, bringing the total issuance to €10 million. In June 2022, the Bondholders approved the realignment of all the 7% bonds with the 4.8% bonds, whereby the maturity date was extended to 26 July 2026 and the coupon became 4.8% per annum, payable quarterly in arrears.

As part of the 1AF2 Bond vendor loan restructuring exercise in 2021 a discounted cash flow analysis was undertaken against the debt facility. As a result of the review, a modification loss was recognised in the Consolidated Income Statement of £1.88m. £1.35m of this loss reversed during the 2022 financial year when the debt facility was converted to share capital. This occurred in November 2022, when bonds with a total value of €13.37m were converted to share capital. A further discounted cashflow analysis was undertaken in 2022 in relation to the modification of the bonds in the year. As part of this analysis a modification gain of £0.65m was recognised in 2022. £0.22m of this gain reversed during the 2022 financial year when the debt facility was converted to share capital. This occurred in October and November 2022, when bonds with a total value of €3.7m were converted to share capital.

During the 2023 financial year, in September 2023, the bondholders approved the remaining unissued 7% bonds to be cancelled with the remaining €5.0m in issue of the original 7% bonds converted to share capital and €0.6m of 4.8% bonds including accrued interest. A total modification loss of £0.016m was recognised in 2024 (2023: £0.33m).

Bonds that are not issued to third parties remain as issued to the Company for future trading and only those that are issued to third parties are recognised as liabilities. At 31 December 2024 a total of 1,080 (2023: 1,080) 4.8% bonds representing a liability of €1,080,000 (2023: €1,080,000) had been issued to third parties and nil (2023: nil) Bonds with a par value of €nil (2023: €nil) were issued to the Company and available to be traded.

During the 2024 financial year the remaining 4.8% bonds were reclassified as current liabilities following the post year end announcement on 30 January 2025 that the bonds had been converted into equity (Note 27).

21. Share capital

Authorised
	2024	2024	2023	2023
	Number	£000	Number	£000

Shares treated as equity
Ordinary Shares of £0.0001 each	187,451,702,503	18,745	187,451,702,503	18,745
Deferred Shares of £0.0024 each	540,166,760	1,297	540,166,760	1,297
	187,991,869,263	20,042	187,991,869,263	20,042
Issued and fully paid
	2024	2024	2023	2023
	Number	£000	Number	£000

Ordinary Shares of £0.0001 each
At 1 January	187,451,702,503	18,745	161,873,969,648	16,187
Shares issued	-	-	25,577,732,855	2,558
At 31 December	187,451,702,503	18,745	187,451,702,503	18,745

On 18 October 2022, the Company issued 14,081,196,580 ordinary shares to IWEP Ltd (subsequently transferred to Trumar LLC) in conversion of £2,816,239 of debt and bonds into equity.

On 24 November 2022, the Company issued 146,228,457,606 new ordinary shares of which 143,486,668,446 ordinary shares were issued to Trumar LLC on conversion of £29,245,692 of debt and bonds.

On 8 September 2023, the Company issued 25,577,732,855 new ordinary shares for £6,458,000 of which 7,417,592,007 ordinary shares were issued to Trumar LLC on conversion of £1,872,942 of debt and bonds.

Post year end, in January 2025 the ordinary shares were re-organised on a 4000:1 basis to become New Ordinary Shares of £0.40.

At 31 December 2024 1,700,000 shares in the Company were held in treasury by Hobart Capital Markets GIA (2023: nil).

	2024	2024	2023	2023
	Number	£000	Number	£000

Deferred Shares of £0.0024 each
At 1 January	540,166,760	1,297	540,166,760	1,297

At 31 December	540,166,760	1,297	540,166,760	1,297

22. Reserves

The Company's reserves are as follows:

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.

Convertible debt option reserve

Represents the equity component of convertible bonds issued by the Company.

Foreign exchange reserve

Reserve arising from the translation of foreign subsidiaries at consolidation.

Other reserves

The share option and warrant reserve arise from the requirement to value share options and warrants in existence at the grant date.

Retained earnings

Include all current and prior period results as disclosed in the statement of comprehensive income.

23. Financial Instruments

The Board of Directors attribute great importance to professional risk management, proper understanding and negotiation of appropriate terms and conditions and active monitoring, including a thorough analysis of reports and financial statements and ongoing review of investments made.

The Group has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and control the economic impact of these risks. The Board of Directors review and agrees policies for managing the risks as summarised below.

The Group has exposures to the following risks from financial instruments:

● Credit risk

● Liquidity risk

● Market risk

● Interest rate risk

● Currency risk

● Price risk

The Group's overall risk management process focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

The Group has no interest rate derivative financial instruments (2023: none).

The carrying values of the Group's financial assets and liabilities are summarised by category below:

	Group	Company	Group	Company
	2024	2024	2023	2023
	£000	£000	£000	£000
Financial assets
Measured at fair value through profit and loss
Current asset investments (note 17)	33,138	33,138	14,517	14,082
Measured at amortised cost
Other receivables (note 18)	153	405	484	849
Financial liabilities
Measured at amortised cost
Loans and borrowings	867	867	-	-
Trade payables (note 19)	426	263	946	343
Other payables (note 19)	653	621	253	370

The Company's income, expense, gains and losses in respect of financial instruments are summarised below:

		Group	Company	Group	Company
		2024	2024	2023	2023
	Note	£000	£000	£000	£000
Interest expense
Total interest expense for financial liabilities	10	66	66	277	277
Modification loss / (gain)	10	16	16	333	333
		82	82	610	610
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss
On listed investments measured at fair value through profit and loss	17	20,457	20,457	(14,562)	(14,188)
On unlisted investments measured at fair value through profit and loss	17	-	-	-	-
Impairment of subsidiaries	13	-	-	-	(2,659)

		20,457	20,457	(14,562)	(16,847)
Net (losses) / gains on amortised cost through profit and loss
On impairment of other receivables	18	(106)	(106)	(554)	(554)
		(106)	(106)	(554)	(554)

Securities pledged

Included in investments (note 17) are unquoted investments of £33.1m (2023: £13.9m) and these are part of a bond issuance of up to €100m. Securities pledged for the bond issuance are a mixture of quoted and unquoted shares and these were valued at €6.5m (2023: €15,5m). The securities pledged can be called upon in the event of failure of the listed Investment performing. In this context performing means paying interest within a period of when it falls due and repaying the principal at maturity.

The securities pledged include unquoted shares valued at €nil (2023: €7m). The valuation methodology is explained in note 17.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its investments and cash. In accordance with the Company's policy, the Board of Directors monitors the Company's exposure to credit risk on an ongoing basis. The credit quality of the underlying securities pledged are monitored regularly and the trustee (White Amba Ltd) has the right to request a valuation on an annual basis or at such times that maybe necessary.

The Board of Directors of the Company considers that the Company is not exposed to credit risk in relation to the Settlement Financial Instruments on the basis that the Company is in a preferential position ahead of other creditors on the credit instruments and in a theoretical worst case scenario, the package of supporting guarantees and collateral would still be adequate to ensure that the full value of the Settlement Price is recovered.

The Company only deposits its cash with major banking institutions. The risk is therefore considered to be limited.

Liquidity risk

Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 30 days. The majority of the investments held by the Company are quoted and not subject to specific restrictions on transferability or disposal. However, the risk exists that the Company might not be able to readily dispose of its holdings in such markets at the time of its choosing and also that the price attained on a disposal may be below the amount at which such investments were included in the Company's balance sheet.

Underlying price risk of securities pledged arises primarily from quoted and unquoted equity.

A 10% change in the price of the underlying securities has a €65k (2023: €1.6m) impact on the statement of comprehensive income and statement of financial position. A 20% change in the price would have an effect in the market price and would have been approximately €0.1m (2023: €3.2m).

Group	Less than 1 year	Between 1 and 4 years	5 years and greater
	£000	£ 000	£000
At 31 December 2024
Long term
Borrowings	-	-	-
Long term bond	-	-	-
Short term
Borrowings	867	-	-
Trade and other payables	1,079	-	-

31 December 2023
Long term
Borrowings	-	-	-
Long term bond	-	897	-
Short term
Borrowings	-	-	-
Trade and other payables	1,362	-	-

During the year short term borrowings of £nil (2023: £970k) and long term borrowings of £nil (2023: £402k) were converted into share capital. The short term and long term borrowings are interest free. The long-term bond carried interest at 4.8%. The short term borrowings are repayable on demand, the long term borrowings repayment terms were more than five years from the balance sheet date.

Company	Less than 1 year	Between 1 and 4 years	5 years and greater
	£000	£ 000	£000
At 31 December 2024
Long term
Long term bond	-	-	-
Short term
Borrowings	867	-	-
Trade and other payables	884	-	-

31 December 2023
Long term
Borrowings	-	-	-
Long term bond	-	897	-
Short term
Borrowings	-	-	-
Trade and other payables	713	-	-

During the year short term borrowings of £nil (2023: £970k) and long term borrowings of £nil (2023: £402k) were converted into share capital. The short term and long term borrowings are interest free. The short term borrowings are repayable on demand, the long term borrowings repayment terms were more than five years from the balance sheet date.

Market risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates and interest rates will affect the Company's income or the value of its holdings of financial instruments. The Company's sensitivity to these items is set out below.

a) Interest rate risk

The Company holds quoted debt securities at fixed rates of interest and is therefore exposed to interest rate risk. The impact of an increase or decrease on interest rates of 100 basis points on cash and deposits, based on the closing balance sheet position over a 12-month period, is considered immaterial.

In addition, the Company has indirect exposure to interest rates through changes to the financial performance and valuation in equity investments in the companies that have issued debt caused by interest rate fluctuations. Short term receivables and payables are excluded as the risks due to fluctuation in the prevailing levels of market interest rates associated with these instruments are not significant and is limited to the Company's investments.

b) Currency risk

At year end the Company held Euro denominated investments to the total of €40.00m, and total Euro denominated liabilities of €1.08m, a net Euro asset position of €38.92m which expose the Company to the risk that the exchange rate of the Euro against the pound will change in a manner which adversely impacts the Company's net profit and net assets attributable to shareholders. A 10% increase in the Euro exchange rate against the pound would result in an increase in fair value of the net assets position of approximately £2.93m. A 10% decrease in exchange rates against the pound would reduce net assets by approximately £3.58m.

c) Price risk

The Company's management of price risk, which arises primarily from quoted and unquoted equity and debt instruments, is through the selection of financial assets within specified limits as approved by the Board of Directors.

For quoted equity securities, the market risk variable is deemed to be the market price itself. A 10% change in the price of those investments would have a direct impact on the statement of comprehensive income and statement of financial position. At 31 December 2024, the effect of such a change in market price would have been approximately £4m (2023: £57,000).

24. Cash to net debt reconciliation

	Group	Group	Company	Company
	2024	2023	2024	2023
	£000	£000	£000	£000
Cash and cash equivalents
Cash	(12)	35	(16)	27

Net cash and cash equivalents	(12)	35	(16)	27

Net debt
Non-current loans and borrowings	-	-	-	-
Long term bond	-	(897)	-	(897)
Current loans and borrowings	(867)	-	(867)	-

Total debt	(867)	(897)	(867)	(897)

Net cash and cash equivalents	(12)	35	(16)	27

Net debt	(879)	(862)	(883)	(870)

Reconciliation of net debt

Net debt at 1 January	(862)	(7,157)	(870)	(7,168)
Cash flows	(47)	13	(43)	22
Bonds issued	-	(1,352)	-	(1,352)
Borrowings converted to bonds	-	1,311	-	1,311
Conversion to equity 4.8% bonds	-	1,866	-	1,866
Conversion to equity 7% bonds	-	4,531	-	4,531
Foreign exchange movement	30	259	30	253
Other non-cash movements	-	(333)	-	(333)

Net debt at 31 December	(879)	(862)	(883)	(870)

25. Related party transactions

Administrative services

During the year, the Company was invoiced £13,200 (2023: £13,200) for administrative services provided by Marker Management Services Ltd, a company controlled by Martin Groak, a director of Eight Capital.

Income

During the year, the Group received income from entities connected to the Company's Chairman, Dominic White. £nil (2023: £457,000) was received from Sifal Limited (formerly Dispensa Group Plc). A balance of £nil was outstanding at year end (2023: £nil).

Included in trade and other receivables at year end were the following balances from related entities:

£21,600 (2023: £nil) due from Maxrets Ventures Plc;

£16,762 (2023: £nil) due from Maximum Return Systems Ltd;

£33,772 (2023: £nil) due from TCEI S.a.r.l;

£2,491 (2023: £nil due from E Value One Ltd; and

£45,707 (2023: £nil) due from Trumar Capital LLC.

During the year a balance of £106,240 due from Sifal Limited was impaired in full (2023 £nil).

Included in trade and other payables at year end were the following balances from related entities:

£7,210 (2023: £nil) due to IWEP Ltd;

£27,125 (2023: £nil) due to Maximum Return Systems Ltd;

£158,604 (2023: £nil) due to Trumar SA; and

£24,769 (2023: £5,953) due to Concreta Srl,

26. Ultimate controlling entity

The Group's ultimate controlling party is Dominic White.

27. Post balance sheet events

Capital Reorganisation

On 30 January 2025, there was a capital reorganisation to reduce the number of shares in issue and simplify the capital structure. 1,497 new ordinary shares were issued, which results in 187,451,704,000 ordinary shares now being in issue. A share consolidation also took place, with every 4,000 existing ordinary shares with nominal value £0.0001 each were consolidated into one ordinary share with nominal value £0.40 each.

This results in the new number of shares in issue are 46,862,926 with nominal value £0.40 each. Based om a closing share price of £0.00028 on 21 January 2025, the indicative new share price of each share is £1.12.

The rights attached to the new ordinary shares remain the same as the existing ordinary shares.

4.8% Bond Conversion

Also on the 30 January 2025, the Company has agreed to convert a total of €1.08m 4.8% bonds due 3 September 2026 into 810,325 ordinary shares of £0.40 each ("Bond Shares") at the indicated post-capital reorganisation share price of £1.12 each. As a result of this, the Company will have no further bonds outstanding.

This reduces the Company's outstanding debt by approximately £0.91m (€1.08m), strengthening the balance sheet and allowing greater financial flexibility to support planned future growth initiatives.